SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ X ] Filed by a Party other than the Registrant [ ]
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ X ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Consolidated Edison Company of New York, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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The following message is being posted for employees to see:
No. 45 - 12/08/97
Con Edison Holding Company Proxy Vote
Employees who own Company stock have received proxy materials asking them to
vote on a proposal to form a holding company structure for Con Edison. We urge
you to vote for the holding company proposal. If you haven't done so already,
please sign, date and return your proxy card promptly. In order for your vote to
count, it must be received before the December 12 stockholders' meeting.
Con Edison employees own approximately 9 million shares or about 4 per cent of
the Company, and our votes could make the difference as to whether or not the
holding company proposal is approved. The approval of the holding company
requires a two-thirds vote of the outstanding shares of Con Edison's Common
Stock and $5 Cumulative Preferred Stock. Failing to vote or voting to abstain
will have the same effect as voting against the holding company proposal. The
following questions and answers may clarify some points:
Q. What is a holding company and who else has one in the utility industry?
A: A holding company is a form of corporate structure with a parent company
owning a number of subsidiaries. It will provide the Company with greater
flexibility to take advantage of business opportunities to grow the business. In
recent years, some of the largest American utilities such as Southern California
Edison, Pacific Gas and Electric, and Commonwealth Edison have formed holding
companies.
Q: Should I care if Con Edison succeeds in forming its proposed holding company?
A: YES! The holding company structure will put the Company in the best possible
position to address the changes in the electric and natural gas industries. The
holding company structure will provide the needed flexibility to take advantage
of new business opportunities in the fast changing competitive energy markets,
while we maintain the strength of the Company's core utility business. We
believe that the holding company structure will benefit our customers,
shareholders, and employees.
Q: How will stock-based and other employee benefit plans be affected?
A: Con Edison's Thrift Savings Plan for Management Employees, Tax Reduction Act
Stock Ownership Plan (TRASOP), Retirement Income Savings Plan for Weekly
Employees, and Discount Stock Purchase Plan (DISCOP) will be amended to provide
for the new holding company stock instead of Con Edison Common Stock. Con Edison
Common stock held in these plans will automatically become an equal number of
shares in the new holding company.
If you own stock, either directly or in one of these plans and haven't received
your proxy materials or have misplaced your proxy materials, and haven't already
called Con Edison Investor Services or E-mailed Dennis Jawor (jawor.d on Emc2),
please do so promptly. Provide your name, social security number, work location,
telephone number, and the name of the plan in which you hold the shares, i.e.,
Management Savings Plan, TRASOP, Weekly Savings Plan, or DISCOP.