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Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Consolidated Edison Company of New York, Inc.
(Exact name of Registrant as specified in its charter)
New York 13-5009340
(State of incorporation) (I.R.S.Employer Identification No.)
4 Irving Place
New York, New York 10003
(212) 460-4600
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
JOAN S. FREILICH or PETER A. IRWIN, ESQ.
Senior Vice President and Associate General Counsel
Chief Financial Officer
4 Irving Place
New York, New York 10003
(212) 460-4600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
Stephen R. Loeshelle
Dewey Ballantine
1301 Avenue of the Americas
New York, New York 10019-6092
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box.
If this Form is filed to register additional securities for offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
Title of Each Amount to be Proposed Maximum Proposed Maximum Amount of
Class Registered Offering Aggregate Registration Fee
of Securities to Price Per Unit Offering Price (1)
Be Registered (1)
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<S> <C> <C> <C> <C>
Debt Securities $400,000,000 (1) $400,000,000 $121,212.12
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(1)The proposed maximum offering price per unit will be determined, from time
to time, by the Registrant in connection with the issuance by the Registrant
of the Debt Securities registered hereunder. In no event will the aggregate
initial offering price of all securities pursuant to this Registration
Statement exceed $400,000,000. $75,000,000 of Debt Securities are being
carried forward from an earlier registration statement for which a filing fee
of $25,862.07 associated with such securities was previously paid.
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Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
filed as part of this Registration Statement may be used in connection with the
securities covered by Registration Statement 33-64657.
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PROSPECTUS
Consolidated Edison Company of New York, Inc.
Debt Securities
Consolidated Edison Company of New York, Inc. ("Con Edison") may
issue from time to time up to $475,000,000 aggregate principal amount of
unsecured debt securities ("Securities") under terms to be determined at the
time of sale. The Securities may be issued in one or more series with the same
or various maturities, at or above par or with an original issue discount. The
specific designation, aggregate principal amount, maturity, purchase price, rate
(which may be fixed or variable) and time of payment of any interest, any
sinking fund, any subordination provisions, any redemption or repurchase terms
and other specific terms of the Securities in respect of which this Prospectus
is being delivered ("Offered Securities") are set forth in an accompanying
supplement to this Prospectus (the "Prospectus Supplement"), together with the
terms of offering of the Offered Securities. This Prospectus may not be used to
consummate sales of Securities unless accompanied by a Prospectus Supplement.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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The Securities will be offered through one or more underwriters. The
underwriters' discount will be set forth in, or may be calculated from, the
Prospectus Supplement, and the net proceeds to Con Edison from the offering of
any Offered Securities will be the public offering price of the Offered
Securities less such discount, and less the other expenses of Con Edison
associated with the issuance and distribution of the Offered Securities. See
"Plan of Distribution."
The date of this Prospectus is ______ __, 1997.
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CERTAIN PERSONS PARTICIPATING IN AN OFFERING MADE HEREBY MAY ENGAGE IN
TRANSACTIONS THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE
OFFERED SECURITIES, INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING
TRANSACTIONS IN SUCH OFFERED SECURITIES, AND THE IMPOSITION OF A PENALTY BID, IN
CONNECTION WITH THE OFFERING. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN
OF DISTRIBUTION."
AVAILABLE INFORMATION
Con Edison is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission.
Such reports, proxy statements and other information are filed by Con Edison
through the Commission's Electronic Data Gathering, Analysis and Retrieval
system and are publicly available through the Commission's Web site
(http://www.sec.gov). Such material can also be inspected and copied at the
public reference facilities maintained by the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549; at the Commission's New York
Regional Office, 7 World Trade Center, 13th Floor, New York, New York 10048; and
at its Chicago Regional Office, Northwest Atrium Center, 500 West Madison
Street, 14th Floor, Chicago, Illinois 60661. Copies of such material also can be
obtained at prescribed rates from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Such material also
can be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005, the Chicago Stock Exchange, 120 South LaSalle
Street, Chicago, Illinois 60605 and the Pacific Stock Exchange, 301 Pine Street,
San Francisco, California 94104.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Con Edison's Annual Report on Form 10-K for the year ended December
31, 1996 ("1996 Form 10-K"), Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1997 and Current Report on Form 8-K, dated March 13,
1997, which have been filed with the Securities and Exchange Commission (File
No. 1-1217), are incorporated by reference in this Prospectus.
All documents filed by Con Edison pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 on or after the date of this
Prospectus and prior to the termination of the offering of the Securities, shall
be deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement herein or in any subsequently filed document which also
is, or is deemed to be, incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
Con Edison will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any and all of the documents that have been incorporated by reference in this
Prospectus, except that exhibits to such documents shall not be provided unless
they are specifically incorporated in such documents. Requests should be
directed to Con Edison Investor Services Center, P.O. Box 149, Cooper Station,
New York, New York 10003 (Telephone No.: 800-522-5522).
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No person is authorized to give any information or to make any
representations other than as contained in this Prospectus or the Prospectus
Supplement in connection with the offer contained in this Prospectus and the
Prospectus Supplement and, if given or made, such information or representations
must not be relied upon as having been authorized. This Prospectus and the
Prospectus Supplement do not constitute an offer to sell or a solicitation of an
offer to buy securities in any jurisdiction to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this Prospectus and the Prospectus Supplement nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change in
the affairs of Con Edison since the date hereof, or that the information herein
is correct as of any time since its date.
CON EDISON
Con Edison, incorporated in New York State in 1884, supplies
electric service in all of New York City (except part of Queens), and in most of
Westchester County, New York. It supplies gas in Manhattan, The Bronx and part
of Queens and Westchester, and steam in part of Manhattan. State and municipal
customers within Con Edison's service territory receive electric service through
Con Edison's facilities from the New York Power Authority. Con Edison's
principal office is located at 4 Irving Place, New York, New York 10003
(Telephone No.: 212-460-4600).
The New York State Public Service Commission ("PSC") by order issued
and effective May 20, 1996 in its "Competitive Opportunities" proceeding,
endorsed a fundamental restructuring of the electric utility industry in New
York State, based on competition in the generation and energy services sectors
of the industry. On March 13, 1997, Con Edison and the PSC staff entered into a
settlement agreement, dated March 12, 1997, with respect to this proceeding (the
"Settlement Agreement").
The Settlement Agreement, which is subject to PSC approval, provides
for a transition to a competitive electric market by instituting "retail access"
over a five-year period (the "Transition"), a rate plan for the Transition, a
reasonable opportunity to recover prior utility investments and commitments that
may not be recoverable in a competitive electric market (often referred to as
"strandable" costs), the divestiture by Con Edison to unaffiliated third parties
of at least 50 percent of its New York City fossil-fueled generating capacity
and, subject to Con Edison shareholder and other approvals, a corporate
reorganization into a holding company structure. A PSC order with respect to the
Settlement Agreement is expected by mid-1997.
The formation of the holding company is subject to the approval of
Con Edison's shareholders, Federal Energy Regulatory Commission approval and the
consent of the Nuclear Regulatory Commission. Upon formation of the holding
company, Con Edison will become a subsidiary of the holding company and Con
Edison's common shareholders will automatically become the shareholders of the
holding company. Con Edison's outstanding debt and preferred stock will remain
obligations and securities of Con Edison.
For additional information about the Settlement Agreement and changes to
Con Edison's business, see "Liquidity and Capital Resources - Competition and
Restructuring and PSC Settlement Agreement" in Item 7 of Con Edison's 1996 Form
10-K and "Liquidity and Capital Resources - PSC Settlement Agreement" in Item 2
of Con Edison's Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1997.
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USE OF PROCEEDS
Except as otherwise provided in the Prospectus Supplement, the net
proceeds to be received by Con Edison from the sale of the Securities will be
added to the general funds of Con Edison and will be used for general corporate
purposes, including the repayment of short-term debt, if any, the retirement or
refinancing of other securities, and the funding of construction expenditures.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth Con Edison's ratio of earnings to
fixed charges for the periods indicated:
Twelve Months Ended Year Ended December 31,
March 31, 1997 1996 1995 1994 1993 1992
4.03 4.18 4.20 4.58 4.19 3.93
The ratio of earnings to fixed charges has been computed based upon
net income plus Federal income tax, Federal income tax deferred, investment tax
credits deferred and fixed charges. Fixed charges include interest on long-term
debt and other interest expense, amortization of debt expense, discount and
premium, and the interest component of rentals.
DESCRIPTION OF SECURITIES
The Securities are to be issued under an Indenture, dated as of
December 1, 1990, between Con Edison and The Chase Manhattan Bank, as Trustee
("Trustee"), (successor to The Chase Manhattan Bank (National Association)), as
amended and supplemented by a First Supplemental Indenture, dated as of March 6,
1996 (the Indenture, as amended and supplemented, is herein referred to as the
"Indenture"), copies of which are included as exhibits to the registration
statement of which this Prospectus is a part. Con Edison may also enter into one
or more additional indentures with other trustees with respect to certain of the
Securities. Any such indenture would contain covenants and other provisions
similar to those described below. Reference is made to the Prospectus Supplement
regarding any additional indentures under which Offered Securities will be
issued.
The Securities will be unsecured general obligations of Con Edison
ranking equally and ratably in right of payment with the unsecured debt
securities of Con Edison issued under the Indenture that are not subordinated
obligations of Con Edison ("Subordinated Securities") and the unsecured
promissory notes of Con Edison issued as collateral for, and in consideration of
the net proceeds of, a like amount of tax-exempt revenue bonds issued by New
York State Energy Research and Development Authority; provided, however, that if
so provided in the Prospectus Supplement relating to a series of Offered
Securities, the Offered Securities will be Subordinated Securities.
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There is no requirement that future issues of debt securities of Con
Edison be issued under the Indenture, and Con Edison will be free to employ
other indentures or documentation, containing provisions different from those
included in the Indenture or applicable to one or more issues of Securities, in
connection with future issues of such other debt securities.
The Indenture does not specifically restrict the ability of Con
Edison to engage in transactions which could have the effect of increasing the
ratio of debt to equity capitalization of Con Edison or a successor corporation.
For example, the Indenture does not limit the amount of indebtedness of Con
Edison, the payment of dividends by Con Edison or the acquisition by Con Edison
of any of its equity securities. The Indenture also permits Con Edison to merge
or consolidate or to transfer its assets, subject to certain conditions (see
"Consolidation, Merger and Sale" below). Con Edison must obtain approvals from
state and/or federal regulatory bodies to merge or consolidate or, with limited
exceptions, to issue securities or transfer assets. For information about a
fundamental restructuring of the electric utility industry in New York State and
Con Edison, see "Con Edison."
The following summary of the Indenture does not purport to be
complete and is subject to, and qualified in its entirety by reference to, the
Indenture, including the definitions therein of certain terms.
General: The Indenture provides that the Offered Securities and
other unsecured debt securities of the Company, without limitation as to
aggregate principal amount (collectively the "Indenture Securities"), may be
issued in one or more series, in each case as authorized from time to time by
Con Edison.
Reference is made to the Prospectus Supplement relating to the
Offered Securities for the following terms:
(1) the title of the Offered Securities;
(2) the aggregate principal amount of the Offered Securities;
(3) the percentage of the principal amount representing the price for
which the Offered Securities shall be issued;
(4) the date or dates on which the principal of, and premium, if any, on
the Offered Securities shall be payable;
(5) the rate or rates (which may be fixed or variable) at which the
Offered Securities shall bear interest, if any, or the method by
which such rate or rates shall be determined;
(6) if the amount of payments of the principal of, premium, if any, or
interest, if any, on the Offered Securities may be determined with
reference to an index, formula or other method, the manner in which
such amounts shall be determined;
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(7) the date or dates from which any such interest shall accrue, or the
method by which such date or dates shall be determined, the dates on
which any such interest shall be payable and any record dates
therefor;
(8) the place or places where the principal of, and premium, if any, and
interest, if any, on the Offered Securities shall be payable;
(9) the period or periods, if any, within which, the price or prices at
which, and the terms and conditions upon which the Offered
Securities may be redeemed, in whole or in part, at the option of
Con Edison;
(10) the obligation, if any, of Con Edison to redeem, purchase or repay
the Offered Securities pursuant to any sinking fund or analogous
provision or at the option of a holder thereof and the period or
periods within which, the price or prices at which, and the terms
and conditions upon which the Offered Securities shall be redeemed,
purchased or repaid pursuant to such obligation;
(11) whether the Offered Securities are to be issued in whole or in part
in the form of one or more Global Securities and, if so, the
identity of the Depositary for such Global Security or Global
Securities;
(12) if other than $1,000 or an integral multiple thereof, the
denominations in which the Offered Securities shall be issued;
(13) if other than the principal amount thereof, the portion of the
principal amount of the Offered Securities payable upon declaration
of acceleration of the maturity of the Offered Securities;
(14) any deletions from or modifications of or additions to the Events of
Default set forth in Section 6.01 of the Indenture pertaining to the
Offered Securities;
(15) the provisions, if any, relating to the cancellation and
satisfaction of the Indenture with respect to the Offered Securities
prior to the maturity thereof pursuant to Section 12.02 of the
Indenture (see "Satisfaction and Discharge of Indenture;
Defeasance");
(16) the terms, if any, upon which Con Edison may elect not to pay
interest on an interest payment date;
(17) the provisions, if any, relating to the subordination of the Offered
Securities pursuant to Article 15 of the Indenture (see
"Subordination"); and
(18) any other terms of the Offered Securities not inconsistent with the
provisions of the Indenture and not adversely affecting the rights
of any other series of Indenture Securities then outstanding.
(Section 2.03)
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Con Edison may authorize the issuance and provide for the terms of a
series of Indenture Securities pursuant to a resolution of its Board of Trustees
or any duly authorized committee thereof or pursuant to a supplemental
indenture. The provisions of the Indenture described above permit Con Edison, in
addition to issuing Indenture Securities with terms different from those of
Indenture Securities previously issued, to "reopen" a previous issue of a series
of Indenture Securities and to issue additional Indenture Securities of such
series.
The Indenture Securities will be issued only in registered form
without coupons and, unless otherwise provided with respect to a series of
Indenture Securities, in denominations of $1,000 and integral multiples thereof.
(Section 2.02) Indenture Securities of a series may be issued in whole or in
part in the form of one or more Global Securities (see "Global Securities"). One
or more Global Securities will be issued in a denomination or aggregate
denominations equal to the aggregate principal amount of outstanding Indenture
Securities of the series to be represented by such Global Security or Global
Securities. (Section 2.01) No service charge will be made for any transfer or
exchange of Indenture Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. (Section 2.05)
One or more series of the Indenture Securities may be issued with
the same or various maturities at par or at a discount. Offered Securities
bearing no interest or interest at a rate which at the time of issuance is below
the market rate ("Original Issue Discount Securities") will be sold at a
discount (which may be substantial) below their stated principal amount. Federal
income tax consequences and other special considerations applicable to any such
Original Issue Discount Securities will be described in the Prospectus
Supplement relating thereto.
Subordination: If the Prospectus Supplement relating to a particular
series of Indenture Securities so provides, such securities will be Subordinated
Securities and the payment of the principal of, premium, if any, and interest on
the Subordinated Securities will be subordinate and junior in right of payment
to the prior payment in full of all Senior Indebtedness to the extent set forth
in the next paragraph. (Section 15.01)
In the event (a) of any distribution of assets of Con Edison in
bankruptcy, reorganization or receivership proceedings, or upon an assignment
for the benefit of creditors, or any other marshalling of assets and liabilities
of Con Edison, except for a distribution in connection with a consolidation,
merger, sale, transfer or lease permitted under the Indenture (see
"Consolidation, Merger and Sale"), or (b) the principal of any Senior
Indebtedness shall have been declared due and payable by reason of an event of
default with respect thereto and such event of default shall not have been
rescinded, then the holders of Subordinated Securities will not be entitled to
receive or retain any payment, or distribution of assets of Con Edison, in
respect of the principal of, premium, if any, and interest on the Subordinated
Securities until the holders of all Senior Indebtedness receive payment of the
full amount due in respect of the principal of, premium, if any, and interest on
the Senior Indebtedness or provision for such payment on the Senior Indebtedness
shall have been made. (Section 15.02)
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Subject to the payment in full of all Senior Indebtedness, the
holders of the Subordinated Securities shall be subrogated to the rights of the
holders of the Senior Indebtedness to receive payments or distributions
applicable to the Senior Indebtedness until all amounts owing on the
Subordinated Securities shall be paid in full. (Section 15.03)
"Senior Indebtedness" means all indebtedness of Con Edison for the
repayment of money borrowed (whether or not represented by bonds, debentures,
notes or other securities) other than the indebtedness evidenced by the
Subordinated Securities and any indebtedness subordinated to, or subordinated on
parity with, the Subordinated Securities. "Senior Indebtedness" does not include
customer deposits or other amounts securing obligations of others to Con Edison.
(Section 15.01)
The Indenture does not limit the aggregate amount of Senior
Indebtedness that Con Edison may issue. As of December 31, 1996, $4.1 billion of
Senior Indebtedness was outstanding.
Redemption: If the Prospectus Supplement relating to a particular
series of Indenture Securities so provides, such securities will be subject to
redemption at the option of Con Edison. Notice of any redemption of Indenture
Securities shall be given to the registered holders of such securities not less
than 30 days nor more than 60 days prior to the date fixed for redemption. If
less than all of a series of Indenture Securities are to be redeemed, the
Trustee shall select, in such manner as in its sole discretion it shall deem
appropriate and fair, the Indenture Securities of such series or portions
thereof to be redeemed.
Global Securities: The Indenture Securities of a series may be
issued in whole or in part in the form of one or more Global Securities that
will be deposited with, or on behalf of, the Depositary identified in the
Prospectus Supplement relating thereto. Unless and until it is exchanged in
whole or in part for Indenture Securities in definitive form, a Global Security
may not be transferred except as a whole by the Depositary for such Global
Security to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary or a nominee of such successor
Depositary. (Sections 2.01 and 2.05)
The specific terms of the depositary arrangement with respect to any
Indenture Securities of a series will be described in the Prospectus Supplement
relating thereto. Con Edison anticipates that the following provisions will
apply to all depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such
Global Security will credit, on its book entry registration and transfer system,
the respective principal amounts of the Indenture Securities represented by such
Global Security to the accounts of institutions that have accounts with such
Depositary ("participants"). The accounts to be credited shall be designated by
the underwriters through which such Indenture Securities were sold. Ownership of
beneficial interests in a Global Security will be limited to participants or
persons that may hold interests through participants. Ownership of beneficial
interests in such Global Security will be shown on, and the transfer of that
ownership will be effected only through, records maintained by the
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Depositary for such Global Security or by participants or persons that hold
through participants. The laws of some states require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests in
a Global Security.
So long as the Depositary for a Global Security, or its nominee, is
the owner of such Global Security, such Depositary or such nominee, as the case
may be, will be considered the sole owner or holder of the Indenture Securities
represented by such Global Security for all purposes under the Indenture. Except
as set forth below, owners of beneficial interests in a Global Security will not
be entitled to have Indenture Securities of the series represented by such
Global Security registered in their names, will not receive or be entitled to
receive physical delivery of Indenture Securities of such series in definitive
form and will not be considered the owners or holders thereof under the
Indenture.
Payments of principal of, premium, if any, and interest, if any, on
Indenture Securities registered in the name of or held by a Depositary or its
nominee will be made to the Depositary or its nominee, as the case may be, as
the registered owner of the Global Security representing such Indenture
Securities. None of Con Edison, the Trustee or any paying agent for such
Indenture Securities will have any responsibility or liability for any aspect of
the records relating to, or payments made on account of, beneficial ownership
interests in a Global Security for such Indenture Securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
Con Edison expects that the Depositary for Indenture Securities of a
series, upon receipt of any payment of principal, premium, if any, or interest,
if any, in respect of a Global Security will credit immediately participants'
accounts with payments in amounts proportionate to their respective beneficial
interests in the principal amount of such Global Security as shown on the
records of such Depositary. Con Edison also expects that payments by
participants to owners of beneficial interests in such Global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities registered in "street
name," and will be the responsibility of such participants.
If a Depositary for Indenture Securities of a series is at any time
unwilling or unable to continue as Depositary and a successor depositary is not
appointed by Con Edison within 90 days, Con Edison will issue Indenture
Securities of such series in definitive form in exchange for the Global Security
or Global Securities representing the Indenture Securities of such series. In
addition, Con Edison may at any time and in its sole discretion determine not to
have any Indenture Securities of a series represented by one or more Global
Securities and, in such event, will issue Indenture Securities of such series in
definitive form in exchange for the Global Security or Global Securities
representing such Indenture Securities. Further, if Con Edison so specifies with
respect to the Indenture Securities of a series, each person specified by the
Depositary of the Global Security representing Indenture Securities of such
series may, on terms acceptable to Con Edison and the Depositary for such Global
Security, receive Indenture Securities of the series in definitive form. In any
such instance, each person so specified by the Depositary of the Global Security
will be entitled to physical delivery in definitive form of Indenture Securities
of the series represented by such Global Security equal in principal amount to
such person's beneficial interest in the Global Security.
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Payments and Paying Agents: Payment of principal of and premium, if
any, on Indenture Securities will be made against surrender of such Indenture
Securities at the Con Edison Investor Services Center, 4 Irving Place, Room
215-S, New York, New York 10003. Unless otherwise indicated in the Prospectus
Supplement, payment of any installment of interest on Indenture Securities will
be made to the person in whose name such Indenture Security is registered at the
close of business on the record date for such interest. Unless otherwise
indicated in the Prospectus Supplement, payments of such interest will be made
at the Con Edison Investor Services Center, or by a check mailed to each holder
of an Indenture Security at such holder's registered address.
All moneys paid by Con Edison to a paying agent for the payment of
principal of, premium, if any, or interest, if any, on any Indenture Security
that remain unclaimed at the end of two years after such principal, premium or
interest shall have become due and payable will be repaid to Con Edison and the
holder of such Indenture Security entitled to receive such payment will
thereafter look only to Con Edison for payment thereof. (Section 12.05) However,
any such payment shall be subject to escheat pursuant to state abandonment
property laws.
Consolidation, Merger and Sale: The Indenture permits Con Edison,
without the consent of the holders of any of the Indenture Securities, to
consolidate with or merge into any other corporation or sell, transfer or lease
its assets as an entirety or substantially as an entirety to any person,
provided that: (i) the Successor is a corporation organized under the laws of
the United States of America or any state thereof; (ii) the Successor assumes
Con Edison's obligations under the Indenture and the Indenture Securities; (iii)
immediately after giving effect to the transaction, no Event of Default (see
"Default and Certain Rights on Default") and no event that, after notice or
lapse of time, or both, would become an Event of Default, shall have occurred
and be continuing; and (iv) certain other conditions are met. (Section 11.02)
The Indenture does not restrict the merger of another corporation into Con
Edison.
Modification of the Indenture: The Indenture contains provisions
permitting Con Edison and the Trustee, without the consent of the holders of the
Indenture Securities, to establish, among other things, the form and terms of
any series of Indenture Securities issuable thereunder by one or more
supplemental indentures, and, with the consent of the holders of a majority in
aggregate principal amount of the Indenture Securities of any series at the time
outstanding, evidenced as in the Indenture provided, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental indenture with respect
to Indenture Securities of such series, or modifying in any manner the rights of
the holders of the Indenture Securities of such series; provided, however, that
no such supplemental indenture shall (i) extend the fixed maturity, or the
earlier optional date of maturity, if any, of any Indenture Security of a
particular series or reduce the principal amount thereof or the premium thereon,
if any, or reduce the rate or extend the time of payment of interest thereon, or
make the principal thereof or premium, if any, or interest thereon payable in
any coin or currency other than that provided in the Indenture Security, without
the consent of the holder of each Indenture Security so affected, or (ii) reduce
the principal amount of Indenture Securities of any series, the holders of which
are required to consent to any such supplemental indenture, without the consent
of the holders of all Indenture Securities of such series outstanding
thereunder. (Sections 10.01 and 10.02)
10
<PAGE>
Default and Certain Rights on Default: The Indenture provides that
the Trustee or the holders of 25% or more in aggregate principal amount of
Indenture Securities of a series outstanding thereunder may declare the
principal of all Indenture Securities of such series to be due and payable
immediately, if any Event of Default with respect to such series of Indenture
Securities shall occur and be continuing. However, if all defaults with respect
to Indenture Securities of such series (other than non-payment of accelerated
principal) are cured, the holders of a majority in aggregate principal amount of
the Indenture Securities of such series outstanding thereunder may waive the
default and rescind the declaration and its consequences. Events of Default with
respect to a series of Indenture Securities include (unless specifically deleted
in the supplemental indenture or Board Resolution under which such series of
Indenture Securities is issued, or modified in any such supplemental indenture):
(i) failure to pay interest when due on any Indenture Security of such
series, continued for 30 days;
(ii) failure to pay principal or premium, if any, when due on any
Indenture Security of such series;
(iii) failure to perform any other covenant of Con Edison in the Indenture
or the Indenture Securities of such series (other than a covenant
included in the Indenture or the Indenture Securities solely for the
benefit of series of Indenture Securities other than such series),
continued for 60 days after written notice from the Trustee or the
holders of 25% or more in aggregate principal amount of the
Indenture Securities of such series outstanding thereunder;
(iv) certain events of bankruptcy, insolvency or reorganization; and
(v) any other Event of Default as may be specified for such series.
(Section 6.01)
The Indenture provides that the holders of a majority in aggregate
principal amount of the Indenture Securities of any series outstanding
thereunder may, subject to certain exceptions, direct the time, method and place
of conducting any proceeding for any remedy available to, or exercising any
power or trust conferred upon, the Trustee with respect to Indenture Securities
of such series and may on behalf of all holders of Indenture Securities of such
series waive any past default and its consequences with respect to Indenture
Securities of such series, except a default in the payment of the principal of
or premium, if any, or interest on any of the Indenture Securities of such
series. (Section 6.06)
Holders of Indenture Securities of any series may not institute any
proceeding to enforce the Indenture unless the Trustee thereunder shall have
refused or neglected to act for 60 days after a request and offer of
satisfactory indemnity by the holders of 25% or more in aggregate principal
amount of the Indenture Securities of such series outstanding thereunder, but
the right of any holders of Indenture Securities of any series to enforce
payment of principal of or premium, if any, or interest on his Indenture
Securities when due shall not be impaired. (Section 6.04)
11
<PAGE>
The Trustee is required to give the holders of Indenture Securities
of any series notice of defaults with respect to such series (Events of Default
summarized above, exclusive of any grace period and irrespective of any
requirement that notice of default be given) known to it within 90 days after
the happening thereof, unless cured before the giving of such notice, but,
except for defaults in payments of principal of, premium, if any, or interest on
the Indenture Securities of such series, the Trustee may withhold notice if and
so long as it determines in good faith that the withholding of such notice is in
the interests of such holders. (Section 6.07)
Con Edison is required to deliver to the Trustee each year an
Officers' Certificate stating whether such officers have obtained knowledge of
any default by Con Edison in the performance of certain covenants and, if so,
specifying the nature thereof. (Section 4.06)
Concerning the Trustee: The Indenture provides that the Trustee
shall, prior to the occurrence of any Event of Default with respect to the
Indenture Securities of any series and after the curing or waiving of all Events
of Default with respect to such series which have occurred, perform only such
duties as are specifically set forth in the Indenture. During the existence of
any Event of Default with respect to the Indenture Securities of any series, the
Trustee shall exercise such of the rights and powers vested in it under the
Indenture with respect to such series and use the same degree of care and skill
in their exercise as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs. (Section 7.01)
The Trustee may acquire and hold Indenture Securities and, subject
to certain conditions, otherwise deal with Con Edison as if it were not Trustee
under the Indenture. (Section 7.04)
The Chase Manhattan Bank, which is the Trustee under the Indenture,
participates in providing Con Edison's bank line of credit, and is a depository
for funds and performs other services for, and transacts other banking business
with, Con Edison in the normal course of business.
Satisfaction and Discharge of Indenture; Defeasance: The Indenture
may be discharged upon payment of the principal of, premium, if any, and
interest on all the Indenture Securities and all other sums due under the
Indenture. In addition, the Indenture provides that if, at any time after the
date of the Indenture, Con Edison, if so permitted with respect to Indenture
Securities of a particular series, shall deposit with the Trustee, in trust for
the benefit of the holders thereof, (i) funds sufficient to pay, or (ii) such
amount of obligations issued or guaranteed by the United States of America as
will, or will together with the income thereon without consideration of any
reinvestment thereof, be sufficient to pay all sums due for principal of,
premium, if any, and interest on the Indenture Securities of such series, as
they shall become due from time to time, and certain other conditions are met,
the Trustee shall cancel and satisfy the Indenture with respect to such series
to the extent provided therein. (Sections 12.01 and 12.02) The Prospectus
Supplement describing the Indenture Securities of such series will more fully
describe the provisions, if any, relating to such cancellation and satisfaction
of the Indenture with respect to such series.
12
<PAGE>
Reports Furnished Securityholders: Con Edison will furnish the
holders of Indenture Securities copies of all annual financial reports
distributed to its stockholders generally as soon as practicable after the
mailing of such material to the stockholders. (Section 4.07)
PLAN OF DISTRIBUTION
Con Edison will offer the Securities through one or more
underwriters. The names of the managing underwriter or underwriters and any
other underwriters, and the terms of the transaction, including compensation of
the underwriters and dealers, if any, will be set forth in the Prospectus
Supplement relating to the offering of the Offered Securities. Only underwriters
named in a Prospectus Supplement will be deemed to be underwriters in connection
with the Offered Securities described therein. Firms not so named will have no
direct or indirect participation in the underwriting of such Offered Securities,
although such a firm may participate in the distribution of such Offered
Securities under circumstances entitling it to a dealer's commission. It is
anticipated that any underwriting agreement pertaining to any Offered Securities
will (1) entitle the underwriters to indemnification by Con Edison against
certain civil liabilities under the Securities Act of 1933, as amended, or to
contribution for payments the underwriters may be required to make in respect
thereof, (2) provide that the obligations of the underwriters will be subject to
certain conditions precedent, and (3) provide that the underwriters generally
will be obligated to purchase all Offered Securities if any are purchased. The
underwriters may engage in transactions with, or perform services for, Con
Edison in the ordinary course of business.
In connection with an offering made hereby, the underwriters may
purchase and sell the Offered Securities in the open market. These transactions
may include over-allotment and stabilizing transactions and purchases to cover
short positions created by the underwriters in connection with an offering.
Stabilizing transactions consist of certain bids or purchases for the purpose of
preventing or delaying a decline in the market price of the Offered Securities,
and short positions created by the underwriters involve the sale by the
underwriters of a greater aggregate principal amount of Offered Securities than
they are required to purchase from Con Edison. The underwriters also may impose
a penalty bid, whereby selling concessions allowed to broker-dealers in respect
of the Offered Securities sold in the offering may be reclaimed by the
underwriters if such Offered Securities are repurchased by the underwriters in
stabilizing or covering transactions. These activities may stabilize, maintain
or otherwise affect the market price of the Offered Securities, which may be
higher than the price that might otherwise prevail in the open market; and these
activities, if commenced, may be discontinued at any time. These transactions
may be affected in the over-the-counter market or otherwise.
The anticipated date of delivery of the Offered Securities will be
as set forth in the Prospectus Supplement relating to the offering of such
Securities.
LEGAL MATTERS
The validity of the Securities and certain other related legal
matters will be passed upon for Con Edison by Peter J. O'Shea, Jr., Esq., Senior
Vice President and General Counsel. Certain legal matters in connection with the
Securities will be passed upon for the Underwriters by Dewey Ballantine, 1301
Avenue of the Americas, New York, New York 10019-6092.
13
<PAGE>
EXPERTS
The consolidated financial statements incorporated in this
Prospectus by reference to Con Edison's 1996 Form 10-K for the year ended
December 31, 1996, have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Expenses payable by Registrant for the sale of the Securities are
estimated as follows:
Securities and Exchange Commission
registration fee......................................... $121,212.12
Printing and engraving..................................... 80,000.00
Services of Independent Accountants........................ 100,000.00
Fees and expenses of Trustee .............................. 40,000.00
Rating agency fees ........................................ 200,000.00
Expenses of qualification under
state blue sky laws...................................... 25,000.00
Miscellaneous.............................................. 133,787.88
Total.................................................... $700,000.00
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Item 15. Indemnification of Directors and Officers.
Reference is made to sections 721 to 725 of the Business Corporation Law of
the State of New York ("BCL") which provide for indemnification of directors and
officers. In addition, pursuant to Section 15 of the By-Laws of Registrant,
Registrant shall indemnify, to the extent not prohibited by any law, any person
made, or threatened to be made, a party to an action or proceeding, whether
civil or criminal, including an investigation or legislative proceeding (and
including an action by or in the right of Registrant), by reason of the fact
that he is or was a Trustee or officer of Registrant against any and all
judgments, fines, amounts paid in settlement, and expenses, including attorneys'
fees, actually and reasonably incurred with respect to such action or proceeding
or related appeal. Section 15 further provides that no indemnification shall be
made to or on behalf of a Trustee or officer if a judgment or other final
adjudication adverse to the Trustee or officer establishes that his acts were
committed in bad faith or were the results of active and deliberate dishonesty
and were material to the cause of action so adjudicated, or that he personally
gained in fact a financial profit or other advantage to which he was not legally
entitled.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act") may be permitted to Trustees, officers and
controlling persons of Registrant pursuant to the foregoing provisions, or
otherwise, Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is
II-1
<PAGE>
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by Registrant of expenses incurred or paid by a Trustee,
officer or controlling person of Registrant in the successful defense of any
action, suit or proceeding) is asserted against Registrant by such Trustee,
officer or controlling person in connection with the securities being
registered, Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
As permitted by Section 402 of the BCL, Article 10 of the Certificate of
Incorporation of Registrant provides that:
"A Trustee of the Company shall not be liable to the Company or any of its
stockholders for damages for any breach of duty in such capacity, except to the
extent elimination or limitation of liability is not permitted by applicable
law. Any repeal or modification of this Article shall not adversely affect any
right, immunity or protection of a Trustee of the Company existing or provided
hereunder with respect to any act or omission occurring prior to the repeal or
modification."
As permitted by Section 726 of the BCL, Registrant has insurance (a) to
indemnify Registrant for obligations it incurs for indemnification of its
Trustees and officers, and (b) to indemnify Trustees and officers of Registrant
for losses, costs and expenses incurred by them in actions brought against them
in connection with their acts as Trustees or officers for which they are not
indemnified by Registrant. No insurance payment will be made to any Trustee or
officer if a judgment or other final adjudication adverse to the Trustee or
officer establishes that his acts of active and deliberate dishonesty were
material to the cause of action so adjudicated, or that he personally gained in
fact a financial profit or other advantage to which he was not legally entitled.
Registrant has also purchased insurance coverage insuring the Trustees and
officers of Registrant against certain liabilities that could arise in
connection with administration of Registrant's employee benefit plans.
Section 7 of Registrant's Underwriting Agreement Basic Provisions, dated
April 16, 1992 (Exhibit 1.2 to this Registration Statement) provides for
indemnification of the Registrant's Trustees and officers who signed the
Registration Statement by the underwriters against certain liabilities which
might arise under the Act or otherwise from certain written information
furnished to Registrant by or on behalf of the underwriters.
Item 16. List of Exhibits.
1.1 - Form of Underwriting Agreement. (Incorporated by reference to
Exhibit 1(a) to Registration Statement No. 33-47261.)
1.2 - Underwriting Agreement Basic Provisions, dated April 16, 1992.
(Incorporated by reference to Exhibit 1(b) to Registration
Statement No. 33-47261.)
II-2
<PAGE>
4.1 - Indenture, dated as of December 1, 1990, between Consolidated
Edison Company of New York, Inc. ("Con Edison") and The Chase
Manhattan Bank (successor to The Chase Manhattan Bank (National
Association),("Chase"), as Trustee. (Incorporated by reference to
Exhibit 4(h) to Con Edison's Annual Report on Form 10-K for the
year ended December 31, 1990 -- Commission File No. 1-1217.)
4.2 - First Supplemental Indenture, dated as of March 6, 1996, between Con
Edison and Chase, as Trustee. (Incorporated by reference to Exhibit
4.13 to Con Edison's Annual Report on Form 10-K for the year ended
December 31, 1995 -- Commission File No. 1-1217.)
5 - Opinion and consent of Peter J. O'Shea, Jr., Esq., Senior Vice
President and General Counsel of Con Edison.
12.1 - Schedule of Computation of Ratio of Earnings to Fixed Charges.
(Incorporated by reference to Exhibit 12 to Con Edison's Annual
Report on Form 10-K for the year ended December 31, 1996 --
Commission File No. 1-1217.)
12.2 - Schedule of Computation of Ratio of Earnings to Fixed Charges.
(Incorporated by reference to Exhibit 12 to Con Edison's
Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1997 -- Commission File No. 1-1217.)
23.1 - Consent of Price Waterhouse LLP.
23.2 - Consent of Peter J. O'Shea, Jr. Esq., Senior Vice President and
General Counsel of Con Edison (included as part of Exhibit 5).
24 - Powers of Attorney.
25 - Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of Chase, as Trustee.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if
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<PAGE>
the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement;
(2) that, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) See the second paragraph of Item 15.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York and State of New York on the 5th day of May,
1997.
Consolidated Edison Company of New York, Inc.
By Joan S. Freilich
Joan S. Freilich
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Name Title
Eugene R. McGrath* Chairman of the Board of Trustees
and Chief Executive Officer and
Trustee (Principal Executive Officer)
Joan S. Freilich* Senior Vice President and Chief
Financial Officer and Trustee
(Principal Financial Officer)
John F. Cioffi* Vice President and Controller
(Principal Accounting Officer)
E. Virgil Conway* Trustee
Gordon J. Davis* Trustee
Ruth M. Davis* Trustee
Ellen V. Futter* Trustee
Arthur Hauspurg* Trustee
Sally Hernandez-Pinero* Trustee
Peter W. Likins* Trustee
Donald K. Ross* Trustee
Robert G. Schwartz* Trustee
Richard A. Voell* Trustee
Stephen R. Volk* Trustee
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* Joan S. Freilich, pursuant to Powers of Attorney (executed by each of the
officers and Trustees listed above, and filed as Exhibit 24 hereto), by signing
her name hereto does hereby sign and execute this Registration Statement on
behalf of each of the officers and Trustees named above and indicated as signing
above in the capacities in which the name of each appears above.
Joan S. Freilich
May 5, 1997 Joan S. Freilich
II-5
<PAGE>
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
1.1 - Form of Underwriting Agreement. (Incorporated by reference to
Exhibit 1(a) to Registration Statement No. 33-47261.)
1.2 - Underwriting Agreement Basic Provisions, dated April 16, 1992.
(Incorporated by reference to Exhibit 1(b) to Registration
Statement No. 33-47261.)
4.1 - Indenture, dated as of December 1, 1990, between Consolidated
Edison Company of New York, Inc. ("Con Edison") and The Chase
Manhattan Bank (successor to The Chase Manhattan Bank (National
Association),("Chase"), as Trustee. (Incorporated by reference to
Exhibit 4(h) to Con Edison's Annual Report on Form 10-K for the
year ended December 31, 1990 -- Commission File No. 1-1217.)
4.2 - First Supplemental Indenture, dated as of March 6, 1996, between Con
Edison and Chase, as Trustee. (Incorporated by reference to Exhibit
4.13 to Con Edison's Annual Report on Form 10-K for the year ended
December 31, 1995 -- Commission File No. 1-1217.)
5 - Opinion and consent of Peter J. O'Shea, Jr., Esq., Senior Vice
President and General Counsel of Con Edison.
12.1 - Schedule of Computation of Ratio of Earnings to Fixed Charges.
(Incorporated by reference to Exhibit 12 to Con Edison's Annual
Report on Form 10-K for the year ended December 31, 1996 --
Commission File No. 1-1217.)
12.2 - Schedule of Computation of Ratio of Earnings to Fixed Charges.
(Incorporated by reference to Exhibit 12 to Con Edison's
Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1997 -- Commission File No. 1-1217.)
23.1 - Consent of Price Waterhouse LLP.
23.2 - Consent of Peter J. O'Shea, Jr. Esq., Senior Vice President and
General Counsel of Con Edison (included as part of Exhibit 5).
24 - Powers of Attorney.
25 - Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of Chase, as Trustee.
II-6
<PAGE>
May 5, 1997
Consolidated Edison Company
of New York, Inc.
4 Irving Place
New York, New York 10003
Re: Securities Being Registered Under the Securities Act of 1933
Ladies and Gentlemen:
As the Senior Vice President and General Counsel and chief legal officer of
Consolidated Edison Company of New York, Inc. ("Con Edison"), I have general
supervision of the legal affairs of Con Edison and the personnel of Con Edison's
Law Department. I and other members of Con Edison's Law Department have
represented Con Edison in connection with the filing by Con Edison with the
Securities and Exchange Commission of a Registration Statement on Form S-3
registering $400 million of unsecured debt securities of Con Edison (the
"Securities") for issuance from time to time pursuant to Rule 415 under the
Securities Act of 1933 (the "Registration Statement"). The Securities are to be
issued under the Indenture, dated as of December 1, 1990, between Con Edison and
The Chase Manhattan Bank (successor to The Chase Manhattan Bank (National
Association)), as Trustee (the "Trustee"), as amended and supplemented by a
First Supplemental Indenture, dated as of March 6, 1996 (the Indenture, as so
amended and supplemented, is herein referred to as the "Indenture").
I have examined such documents as I have deemed necessary for the purpose
of this opinion, including (a) the Certificate of Incorporation and the By-Laws
of Con Edison; (b) the Indenture; and (c) minutes of meetings of the Board of
Trustees of Con Edison. It is my opinion that the Securities will become the
legal, valid and binding obligations of Con Edison in accordance with their
terms upon:
1. the issuance of an order by the Public Service Commission of the
State of New York (the "PSC") authorizing Con Edison to issue the
Securities and the compliance therewith by Con Edison, and the
issuance by the PSC, to the extent required by the terms of the
order, of a letter to the effect that such order is no longer
subject to abrogation with respect to the Securities;
2. the due authorization and execution of the Securities by Con
Edison;
<PAGE>
3. the due authentication and delivery of the Securities in
accordance with the Indenture; and
4. the receipt by Con Edison of payment for the Securities at the
price and in accordance with the terms set forth in the
Registration Statement and the supplement or supplements to the
prospectus constituting a part thereof.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to me under the caption "Legal Matters" in the
prospectus constituting a part of the Registration Statement. However, in giving
such consent, I do not thereby admit that I come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations thereunder.
Very truly yours,
Peter J. O'Shea, Jr.
Peter J. O'Shea, Jr.
<PAGE>
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
March 13, 1997 appearing on page 49 of the Consolidated Edison Company of New
York, Inc. Annual Report on Form 10-K for the year ended December 31, 1996. We
also consent to the reference to us under the heading "Experts" in such
Prospectus.
PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
New York, New York
May 5, 1997
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S.
Freilich, Hyman Schoenblum and Peter A. Irwin, and each of them (with full power
to act without the others), the true and lawful attorney-in-fact and agent for
and on behalf of the undersigned, and in the undersigned's name, place and
stead, in the undersigned's capacity as a Trustee or Officer or both, as the
case may be, of Consolidated Edison Company of New York, Inc. ("Con Edison") to
sign the Registration Statement on Form S-3 to be filed by Con Edison with the
Securities and Exchange Commission for the registration under the Securities Act
of 1933 of not to exceed $400 million of debt obligations of Con Edison, and any
and all amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument, this 30th day
of April, 1997.
Eugene R. McGrath
Eugene R. McGrath
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S.
Freilich, Hyman Schoenblum and Peter A. Irwin, and each of them (with full power
to act without the others), the true and lawful attorney-in-fact and agent for
and on behalf of the undersigned, and in the undersigned's name, place and
stead, in the undersigned's capacity as a Trustee or Officer or both, as the
case may be, of Consolidated Edison Company of New York, Inc. ("Con Edison") to
sign the Registration Statement on Form S-3 to be filed by Con Edison with the
Securities and Exchange Commission for the registration under the Securities Act
of 1933 of not to exceed $400 million of debt obligations of Con Edison, and any
and all amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument, this 29th day
of April, 1997.
Joan S. Freilich
Joan S. Freilich
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S.
Freilich, Hyman Schoenblum and Peter A. Irwin, and each of them (with full power
to act without the others), the true and lawful attorney-in-fact and agent for
and on behalf of the undersigned, and in the undersigned's name, place and
stead, in the undersigned's capacity as a Trustee or Officer or both, as the
case may be, of Consolidated Edison Company of New York, Inc. ("Con Edison") to
sign the Registration Statement on Form S-3 to be filed by Con Edison with the
Securities and Exchange Commission for the registration under the Securities Act
of 1933 of not to exceed $400 million of debt obligations of Con Edison, and any
and all amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument, this 30th day
of April, 1997.
John F. Cioffi
John F. Cioffi
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S.
Freilich, Hyman Schoenblum and Peter A. Irwin, and each of them (with full power
to act without the others), the true and lawful attorney-in-fact and agent for
and on behalf of the undersigned, and in the undersigned's name, place and
stead, in the undersigned's capacity as a Trustee or Officer or both, as the
case may be, of Consolidated Edison Company of New York, Inc. ("Con Edison") to
sign the Registration Statement on Form S-3 to be filed by Con Edison with the
Securities and Exchange Commission for the registration under the Securities Act
of 1933 of not to exceed $400 million of debt obligations of Con Edison, and any
and all amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument, this 22nd day
of April, 1997.
E. Virgil Conway
E. Virgil Conway
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S.
Freilich, Hyman Schoenblum and Peter A. Irwin, and each of them (with full power
to act without the others), the true and lawful attorney-in-fact and agent for
and on behalf of the undersigned, and in the undersigned's name, place and
stead, in the undersigned's capacity as a Trustee or Officer or both, as the
case may be, of Consolidated Edison Company of New York, Inc. ("Con Edison") to
sign the Registration Statement on Form S-3 to be filed by Con Edison with the
Securities and Exchange Commission for the registration under the Securities Act
of 1933 of not to exceed $400 million of debt obligations of Con Edison, and any
and all amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument, this 22nd day
of April, 1997.
Gordon J. Davis
Gordon J. Davis
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S.
Freilich, Hyman Schoenblum and Peter A. Irwin, and each of them (with full power
to act without the others), the true and lawful attorney-in-fact and agent for
and on behalf of the undersigned, and in the undersigned's name, place and
stead, in the undersigned's capacity as a Trustee or Officer or both, as the
case may be, of Consolidated Edison Company of New York, Inc. ("Con Edison") to
sign the Registration Statement on Form S-3 to be filed by Con Edison with the
Securities and Exchange Commission for the registration under the Securities Act
of 1933 of not to exceed $400 million of debt obligations of Con Edison, and any
and all amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument, this 22nd day
of April, 1997.
Ruth M. Davis
Ruth M. Davis
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S.
Freilich, Hyman Schoenblum and Peter A. Irwin, and each of them (with full power
to act without the others), the true and lawful attorney-in-fact and agent for
and on behalf of the undersigned, and in the undersigned's name, place and
stead, in the undersigned's capacity as a Trustee or Officer or both, as the
case may be, of Consolidated Edison Company of New York, Inc. ("Con Edison") to
sign the Registration Statement on Form S-3 to be filed by Con Edison with the
Securities and Exchange Commission for the registration under the Securities Act
of 1933 of not to exceed $400 million of debt obligations of Con Edison, and any
and all amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument, this 22nd day
of April, 1997.
Ellen V. Futter
Ellen V. Futter
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S.
Freilich, Hyman Schoenblum and Peter A. Irwin, and each of them (with full power
to act without the others), the true and lawful attorney-in-fact and agent for
and on behalf of the undersigned, and in the undersigned's name, place and
stead, in the undersigned's capacity as a Trustee or Officer or both, as the
case may be, of Consolidated Edison Company of New York, Inc. ("Con Edison") to
sign the Registration Statement on Form S-3 to be filed by Con Edison with the
Securities and Exchange Commission for the registration under the Securities Act
of 1933 of not to exceed $400 million of debt obligations of Con Edison, and any
and all amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument, this 22nd day
of April, 1997.
Arthur Hauspurg
Arthur Hauspurg
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S.
Freilich, Hyman Schoenblum and Peter A. Irwin, and each of them (with full power
to act without the others), the true and lawful attorney-in-fact and agent for
and on behalf of the undersigned, and in the undersigned's name, place and
stead, in the undersigned's capacity as a Trustee or Officer or both, as the
case may be, of Consolidated Edison Company of New York, Inc. ("Con Edison") to
sign the Registration Statement on Form S-3 to be filed by Con Edison with the
Securities and Exchange Commission for the registration under the Securities Act
of 1933 of not to exceed $400 million of debt obligations of Con Edison, and any
and all amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument, this 22nd day
of April, 1997.
Sally Hernandez-Pinero
Sally Hernandez-Pinero
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S
Freilich, Hyman Schoenblum and Peter A. Irwin, and each of them (with full power
to act without the others), the true and lawful attorney-in-fact and agent for
and on behalf of the undersigned, and in the undersigned's name, place and
stead, in the undersigned's capacity as a Trustee or Officer or both, as the
case may be, of Consolidated Edison Company of New York, Inc. ("Con Edison") to
sign the Registration Statement on Form S-3 to be filed by Con Edison with the
Securities and Exchange Commission for the registration under the Securities Act
of 1933 of not to exceed $400 million of debt obligations of Con Edison, and any
and all amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument, this 19th day
of April, 1997.
Peter W. Likins
Peter W. Likins
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S
Freilich, Hyman Schoenblum and Peter A. Irwin, and each of them (with full power
to act without the others), the true and lawful attorney-in-fact and agent for
and on behalf of the undersigned, and in the undersigned's name, place and
stead, in the undersigned's capacity as a Trustee or Officer or both, as the
case may be, of Consolidated Edison Company of New York, Inc. ("Con Edison") to
sign the Registration Statement on Form S-3 to be filed by Con Edison with the
Securities and Exchange Commission for the registration under the Securities Act
of 1933 of not to exceed $400 million of debt obligations of Con Edison, and any
and all amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument, this 22nd day
of April, 1997.
Donald K. Ross
Donald K. Ross
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S.
Freilich, Hyman Schoenblum and Peter A. Irwin, and each of them (with full power
to act without the others), the true and lawful attorney-in-fact and agent for
and on behalf of the undersigned, and in the undersigned's name, place and
stead, in the undersigned's capacity as a Trustee or Officer or both, as the
case may be, of Consolidated Edison Company of New York, Inc. ("Con Edison") to
sign the Registration Statement on Form S-3 to be filed by Con Edison with the
Securities and Exchange Commission for the registration under the Securities Act
of 1933 of not to exceed $400 million of debt obligations of Con Edison, and any
and all amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument, this 22nd day
of April, 1997.
Robert G. Schwartz
Robert G. Schwartz
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S
Freilich, Hyman Schoenblum and Peter A. Irwin, and each of them (with full power
to act without the others), the true and lawful attorney-in-fact and agent for
and on behalf of the undersigned, and in the undersigned's name, place and
stead, in the undersigned's capacity as a Trustee or Officer or both, as the
case may be, of Consolidated Edison Company of New York, Inc. ("Con Edison") to
sign the Registration Statement on Form S-3 to be filed by Con Edison with the
Securities and Exchange Commission for the registration under the Securities Act
of 1933 of not to exceed $400 million of debt obligations of Con Edison, and any
and all amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument, this 22nd day
of April, 1997.
Richard A. Voell
Richard A. Voell
<PAGE>
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S
Freilich, Hyman Schoenblum and Peter A. Irwin, and each of them (with full power
to act without the others), the true and lawful attorney-in-fact and agent for
and on behalf of the undersigned, and in the undersigned's name, place and
stead, in the undersigned's capacity as a Trustee or Officer or both, as the
case may be, of Consolidated Edison Company of New York, Inc. ("Con Edison") to
sign the Registration Statement on Form S-3 to be filed by Con Edison with the
Securities and Exchange Commission for the registration under the Securities Act
of 1933 of not to exceed $400 million of debt obligations of Con Edison, and any
and all amendments of such Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed this instrument, this 22nd day
of April, 1997.
Stephen R. Volk
Stephen R. Volk
<PAGE>
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
--------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)_________
--------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of Incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
(Exact name of obligor as specified in its charter)
New York 13-5009340
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
4 Irving Place
New York, New York 10003
(Address of principal executive offices) (Zip Code)
--------------------------
Debt Securities
(Title of the indenture securities)
--------------------------
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington, D. C.
20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C. 20429
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
<PAGE>
-2-
Item 16. List of Exhibits.
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in effect,
including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9
1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit
1 to Form T-1 filed in connection with Registration Statement No.
333-06249, which is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by reference.
On July 14, 1996, in connection with the merger of Chemical Bank and the
The Chase Manhattan Bank (National Association), Chemical Bank, the
surviving corporation, was renamed The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which
is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement
No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and the The Chase Manhattan
Bank (National Association), Chemical Bank, the surviving corporation,
was renamed The Chase Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 1st day of May 1997.
THE CHASE MANHATTAN BANK
By /s/Gregory McFarlane
Gregory McFarlane
Vice President
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1996, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
in Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin......... $ 11,509
Interest-bearing balances............................. 8,457
Securities:................................................
Held to maturity securities................................ 3,128
Available-for-sale securities.............................. 40,534
Federal funds sold and securities purchased under agreements
to resell in domestic offices of the bank
and of its Edge and Agreement subsidiaries, and in IBFs:
Federal funds sold.................................... 9,222
Securities purchased under agreements to resell ...... 422
Loans and lease financing receivable:
Loans and leases, net of unearned income...... $ 133,935
LESS: Allowance for loan and lease losses. 2,789
LESS: Allocated transfer risk reserve.... 16
Loans and leases, net of unearned income, allowance, and
reserve ................................................... 131,130
Trading assets ............................................ 49,876
Premises and fixed assets (including capitalized leases)... 2,877
Other real estate owned.................................... 290
Investments in unconsolidated subsidiaries and associated
companies.................................................. 124
Customers' liability to this bank on acceptances outstanding 2,313
Intangible assets.......................................... 1,316
Other assets............................................... 11,231
---------------
TOTAL ASSETS............................................... $ 272,429
===============
<PAGE>
LIABILITIES
Deposits:
In domestic offices................................... $ 87,006
Noninterest-bearing........................$35,783
Interest-bearing...........................$51,223
In foreign offices, Edge and Agreement subsidiaries,
and IBFs ........................................... 73,206
Noninterest-bearing........................$ 4,347
Interest-bearing...........................$68,859
Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of its Edge
and Agreement subsidiaries, and in IBFs:
Federal funds purchased............................... 14,980
Securities sold under agreements to repurchase........ 10,125
Demand notes issued to the U.S. Treasury................... 1,867
Trading liabilities........................................ 34,783
Other borrowed money:
With a remaining maturity of one year or less......... 14,639
With a remaining maturity of more than one year....... 425
Mortgage indebtedness and obligations under capitalized
leases..................................................... 40
Bank's liability on acceptances executed and outstanding... 2,267
Subordinated notes and debentures .................... 5,471
Other liabilities..................................... 11,343
TOTAL LIABILITIES.......................................... 256,152
-----------------
Limited-life preferred stock and related surplus ......... 550
EQUITY CAPITAL
Common stock............................................... 1,251
Surplus ................................................... 10,243
Undivided profits and capital reserves..................... 4,526
Net unrealized holding gains (losses) on available-for-sale
securities................................................. (309)
Cumulative foreign currency translation adjustments........ 16
TOTAL EQUITY CAPITAL....................................... 15,727
----------------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK,
AND EQUITY CAPITAL.................................... $ 272,429
================
I, Joseph L. Sclafani, S.V.P. & Controller of the above named bank do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
(Signed)Joseph L. Sclafani
We the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal Regulatory authority and is true and correct.
Walter V. Shipley )
Edward D. Miller ) Directors
Thomas G. Labrecque )
