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.
Executive 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:
Steven R. Loeshelle
Dewey Ballantine LLP
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
<TABLE>
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<CAPTION>
Title of Each Class Amount to be Proposed Maximum Proposed Maximum Amount of
of Securities to Registered Offering Aggregate Registration Fee
Be Registered Price Per Unit Offering Price (1)
(1)
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<S> <C> <C> <C> <C>
Debt Securities $500,000,000 (1) $500,000,000 $132,000
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</TABLE>
(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 $500,000,000. The Prospectus filed as part of
this Registration Statement also relates to $65,000,000 of Debt Securities
remaining available to be offered pursuant to Registration Statement
333-90385 and for which a registration fee of $18,070 was paid.
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 333-90385.
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PROSPECTUS
Consolidated Edison Company of New York, Inc.
Debt Securities
Consolidated Edison Company of New York, Inc. may offer and
sell up to $565,000,000 of our unsecured debt securities. We will establish the
specific terms of each series of our debt securities, their offering prices and
how they will be offered at the time we offer them, and we will describe them in
one or more supplements to this prospectus. This prospectus may not be used to
offer and sell our debt securities unless accompanied by a prospectus
supplement. You should read this prospectus and the related supplement before
you invest in our debt securities.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAVE THESE ORGANIZATIONS DETERMINED THAT THIS
PROSPECTUS IS ACCURATE OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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We will offer and sell our debt securities through one or more
underwriters. We will set forth in the related prospectus supplement the name of
the underwriters, the discount or commission received by the underwriters from
us as compensation, our other expenses for the offering and sale of the debt
securities, and the net proceeds we receive from the sale. See "Plan of
Distribution."
The date of this Prospectus is August ___ , 2000.
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TABLE OF CONTENTS
About This Prospectus ....................................................3
Where You Can Find More Information.......................................3
Con Edison of New York....................................................4
Use of Proceeds...........................................................4
Ratio of Earnings to Fixed Charges........................................5
Description of Securities.................................................5
Plan of Distribution.....................................................13
Legal Matters............................................................14
Experts..................................................................14
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we have filed with the
Securities and Exchange Commission using a "shelf" registration process. By
using this process, we may offer up to a total dollar amount of $565,000,000 of
our debt securities in one or more offerings. This prospectus provides you with
a general description of the debt securities we may offer. Each time we offer
debt securities, we will provide you with a supplement to this prospectus that
will describe the specific terms of that offering. The prospectus supplement may
also add, update or change the information contained in this prospectus. Before
you invest, you should carefully read this prospectus, the applicable prospectus
supplement and the information contained in the documents we refer to in this
prospectus under "Where You Can Find More Information."
References in this prospectus to the terms "we", "us" or other similar
terms mean Consolidated Edison Company of New York, Inc., unless the context
clearly indicates otherwise. We are also referred to in this prospectus as Con
Edison of New York.
You should rely only on the information contained or incorporated by
reference in this prospectus and any accompanying prospectus supplement. We have
not authorized anyone else to provide you with any different information. If
anyone provides you with different or inconsistent information, you should not
rely on it. We are not making an offer to sell securities in any jurisdiction
where the offer or sale is not permitted. The information contained in this
prospectus is current only as of the date of this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. We file such reports,
proxy statements and other information through the Commission's Electronic Data
Gathering, Analysis and Retrieval system and these filings are publicly
available through the Commission's Web site (http://www.sec.gov). You may read
and copy such material 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. You may
also obtain copies of such material at prescribed rates from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549. In addition, you may inspect such material 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.
The Commission allows us to "incorporate by reference" into this prospectus
the information we file with them. This means that we can disclose important
information to you by referring you to the documents containing the information.
The information we incorporate by reference is considered to be an important
part of this prospectus and should be read with the same care. Information that
we file later with the Commission that is incorporated by reference into this
prospectus will automatically update and supercede this information. We are
incorporating by reference into this prospectus the following documents that we
have filed with the Commission and any subsequent filings we make with the
Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until the offering of the debt securities described in this
prospectus is completed:
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o Con Edison of New York's Annual Report on Form 10-K for the year ended
December 31, 1999 ("1999 Form 10-K"),
o Con Edison of New York's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 2000 and June 30, 2000, and
o Con Edison of New York's Current Reports on Form 8-K, dated March 29, 2000,
and May 3, 2000.
This prospectus is part of a registration statement we have
filed with the Commission relating to our debt securities. As permitted by the
Commission's rules, this prospectus does not contain all of the information
included in the registration statement and the accompanying exhibits and
schedules we file with the Commission. You should read the registration
statement and the exhibits and schedules for more information about us and our
debt securities. The registration statement, exhibits and schedules are also
available at the Commission's Public Reference Section or through its Web site.
You may obtain a free copy of our filings with the Commission by writing or
telephoning us at our principal executive offices: Corporate Secretary,
Consolidated Edison Company of New York, Inc., 4 Irving Place, New York, New
York 10003 (Telephone No.: 212-460-6066).
CON EDISON OF NEW YORK
Con Edison of New York, incorporated in New York State in
1884, provides electric service to its approximately 3 million electric
customers in New York City (except part of Queens) and most of Westchester
County, New York. Con Edison of New York also provides gas service to over one
million customers in Manhattan, the Bronx and parts of Queens and Westchester,
and steam service in part of Manhattan. Consolidated Edison, Inc. ("CEI"),
incorporated in New York State in 1997, became the holding company for Con
Edison of New York on January 1, 1998. CEI completed its purchase of Orange and
Rockland Utilities, Inc. in July 1999 and agreed to purchase Northeast Utilities
in October 1999. Orange and Rockland provides electric service to approximately
250,000 customers and gas service to approximately 100,000 customers in New
York, New Jersey and Pennsylvania. Northeast Utilities subsidiaries provide
electric service to over 1.7 million customers in Connecticut, New Hampshire and
western Massachusetts.
USE OF PROCEEDS
Unless we inform you otherwise in a supplement to this
prospectus, we anticipate using any net proceeds received by us from the sale of
the debt securities for general corporate purposes, including, among others:
o Repayment of short term debt,
o Repurchase, retirement or refinancing of other securities, and
o Funding of construction expenditures.
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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth Con Edison of New York's ratio
of earnings to fixed charges for the periods indicated:
Twelve Months Ended Year Ended December 31,
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June 30, 2000 1999 1998 1997 1996 1995
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3.91 4.17 4.36 4.09 4.18 4.20
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 a reasonable approximation of the interest component
of rentals.
DESCRIPTION OF SECURITIES
The debt securities are to be issued under an Indenture, dated
as of December 1, 1990, between Con Edison of New York 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 of New
York may also enter into one or more additional indentures with other trustees
with respect to certain of the debt 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 Debt securities will be issued.
The debt securities will be unsecured general obligations of
Con Edison of New York ranking equally and ratably in right of payment with the
unsecured debt securities of Con Edison of New York issued under the Indenture
that are not subordinated obligations of Con Edison of New York ("Subordinated
Securities") and the unsecured promissory notes of Con Edison of New York 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 debt securities, the debt securities will be
Subordinated Securities.
There is no requirement that future issues of debt securities
of Con Edison of New York be issued under the Indenture, and Con Edison of New
York 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 of New York to engage in transactions which could have the effect of
increasing the ratio of debt to equity capitalization of Con Edison of New York
or a successor corporation. For example, the Indenture does not limit the amount
of indebtedness of Con Edison of New York, the payment of dividends by Con
Edison of New York or the acquisition by Con Edison of New York of any of the
equity securities of Con Edison of New York or CEI. The Indenture also permits
Con Edison of New York to merge or consolidate or to transfer its assets,
subject to certain conditions (see "Consolidation, Merger and Sale" below). Con
Edison of New York must obtain approvals from
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state and/or federal regulatory bodies to merge or consolidate or, with
limited exceptions, to issue securities or transfer assets.
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 debt securities
offered and other unsecured debt securities of Con Edison of New York, 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 of New York.
Reference is made to the prospectus supplement relating to the
debt securities offered for the following terms:
(1) the title of the debt securities;
(2) the aggregate principal amount of the debt securities;
(3) the percentage of the principal amount representing the price
for which the debt securities shall be issued;
(4) the date or dates on which the principal of, and premium, if
any, on the debt securities shall be payable;
(5) the rate or rates (which may be fixed or variable) at which
the debt 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 debt securities may be
determined with reference to an index, formula or other
method, the manner in which such amounts shall be determined;
(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 debt 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
debt securities may be redeemed, in whole or in part, at the
option of Con Edison of New York;
(10) the obligation, if any, of Con Edison of New York to redeem,
purchase or repay the debt 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
debt securities shall be redeemed, purchased or repaid
pursuant to such obligation;
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(11) whether the debt 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 debt securities shall be issued;
(13) if other than the principal amount thereof, the portion of the
principal amount of the debt securities payable upon
declaration of acceleration of the maturity of the debt
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 debt securities;
(15) the provisions, if any, relating to the cancellation and
satisfaction of the Indenture with respect to the debt
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 of New York may elect
not to pay interest on an interest payment date;
(17) the provisions, if any, relating to the subordination of the
debt securities pursuant to Article 15 of the Indenture
(see "Subordination"); and
(18) any other terms of the debt 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)
Con Edison of New York 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 of New York, 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 Con Edison of New York may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith. (Section 2.05)
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One or more series of the Indenture Securities may be issued
with the same or various maturities at par or at a discount. Debt 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
of New York 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 of New York, 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 of New
York, 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)
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 of
New York 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 of New York. (Section 15.01)
The Indenture does not limit the aggregate amount of Senior Indebtedness
that Con Edison of New York may issue. As of July 31, 2000, $4.8 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 of New York. 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.
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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 of New York 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 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 of New York, 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 of New York 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 of New York 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.
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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 of New York within 90 days, Con Edison of New York
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 of New York 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 of New York 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 of New York 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.
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 Bank of New York, 101 Barclay Street, Stock Transfer
Division, New York, New York 10286. 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 Bank of New York, or by a check mailed to each holder of an Indenture
Security at such holder's registered address.
All moneys paid by Con Edison of New York 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 of New York and the holder of such Indenture Security entitled to
receive such payment will thereafter look only to Con Edison of New York for
payment thereof. (Section 12.05) However, any such payment shall be subject to
escheat pursuant to state abandoned property laws.
Consolidation, Merger and Sale: The Indenture permits Con
Edison of New York, 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 of New York'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 of New York.
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Modification of the Indenture: The Indenture contains
provisions permitting Con Edison of New York 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)
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 of New
York 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)
11
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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 holder of Indenture Securities of any series to enforce payment
of principal of or premium, if any, or interest on the holder's Indenture
Securities when due shall not be impaired. (Section 6.04)
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 of New York 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 of New York 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 of New York as if
it were not Trustee under the Indenture. (Section 7.04)
The Chase Manhattan Bank, which is the Trustee under the
Indenture, is a participating bank under Con Edison of New York's revolving
credit agreements, and is a depository for funds and performs other services
for, and transacts other banking business with, Con Edison of New York in the
normal course of business.
12
<PAGE>
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 of New York, 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.
Reports Furnished Securityholders: Con Edison of New York 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 of New York will offer the debt 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 debt securities. Only
underwriters named in a prospectus supplement will be deemed to be underwriters
in connection with the debt securities described therein. Firms not so named
will have no direct or indirect participation in the underwriting of such debt
securities, although such a firm may participate in the distribution of such
debt securities under circumstances entitling it to a dealer's commission. It is
anticipated that any underwriting agreement pertaining to any debt securities
will (1) entitle the underwriters to indemnification by Con Edison of New York
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 such debt securities if any are
purchased. The underwriters may engage in transactions with, or perform services
for, Con Edison of New York in the ordinary course of business.
In connection with an offering made hereby, the underwriters
may purchase and sell the debt 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 debt securities, and
short positions created by the underwriters involve the sale by the underwriters
of a greater aggregate principal amount of debt securities than they are
required to purchase from Con Edison of New York. The underwriters also may
impose a penalty bid, whereby selling concessions allowed to broker-dealers in
respect of the debt securities sold in the offering may be reclaimed by the
13
<PAGE>
underwriters if such debt securities are repurchased by the underwriters in
stabilizing or covering transactions. These activities may stabilize, maintain
or otherwise affect the market price of the debt 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 debt securities will
be as set forth in the prospectus supplement relating to the offering of the
debt securities.
LEGAL MATTERS
The validity of the debt securities and certain other related legal matters
will be passed upon for Con Edison of New York by Peter A. Irwin, Esq.,
Associate General Counsel. Certain legal matters in connection with the debt
securities will be passed upon for the Underwriters by Dewey Ballantine LLP,
1301 Avenue of the Americas, New York, New York 10019-6092.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to Con Edison of New York's Annual Report on Form 10-K for the year
ended December 31, 1999, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
14
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II-6
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.......................................... $132,000.00
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
Miscellaneous............................................... 48,000.00
Total .................................................... $600,000.00
---------------
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
<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
November 1, 1999 (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 1.1 to Registration Statement No. 333-90385.)
1.2 - Underwriting Agreement Basic Provisions, dated
November 1, 1999. (Incorporated by reference to Exhibit 1.2 to
Registration Statement No. 333-90385.)
<PAGE>
4.1 - Indenture, dated as of December 1, 1990, between Consolidated
Edison Company of New York, Inc. ("Con Edison of New
York") 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 of New York'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 of New York and Chase, as Trustee.
(Incorporated by reference to Exhibit 4.13 to Con Edison
of New York'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 A. Irwin, Esq., Associate
General Counsel of Con Edison of New York.
12.1 - Schedule of computation of ratio of earnings to fixed charges
for the years ended December 31, 1999, 1998, 1997,
1996, and 1995. (Incorporated by reference to Exhibit 12 to
Con Edison of New York's Annual Report on Form 10-K for
the year ended December 31, 1999 -- Commission
File No. 1-1217.)
12.2 - Schedule of computation of ratio of earnings to fixed charges
for the twelve month periods ended June 30, 2000 and
1999. (Incorporated by reference to Exhibit 12.2 to Con
Edison of New York's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2000 -- Commission File No. 1-1217.)
23.1 - Consent of PricewaterhouseCoopers LLP.
23.2 - Opinion and consent of Peter A. Irwin, Esq., Associate
General Counsel of Con Edison of New York. (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
<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.
<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 15th day of
August, 2000.
Consolidated Edison Company of New York, Inc.
. By Joan S. Freilich
Joan S. Freilich
Executive 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* Executive Vice President and Chief
Financial Officer and Trustee
(Principal Financial Officer)
Hyman Schoenblum* Vice President and Controller
(Principal Accounting Officer)
George Campbell, Jr.* Trustee
E. Virgil Conway* Trustee
Gordon J. Davis* Trustee
Ruth M. Davis* Trustee
Ellen V. Futter* Trustee
Sally Hernandez-Pinero* Trustee
Peter W. Likins* Trustee
Richard A. Voell* Trustee
---------------
* 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
August 15, 2000 Joan S. Freilich
<PAGE>
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
1.1 - Form of Underwriting Agreement. (Incorporated by reference to
Exhibit 1.1 to Registration Statement No. 333-90385.)
1.2 - Underwriting Agreement Basic Provisions, dated
November 1, 1999. (Incorporated by reference to Exhibit 1.2 to
Registration Statement No. 333-90385.)
4.1 - Indenture, dated as of December 1, 1990, between Consolidated
Edison Company of New York, Inc. ("Con Edison of New
York") 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 of New York'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 of New York and Chase, as Trustee.
(Incorporated by reference to Exhibit 4.13 to Con Edison
of New York'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 A. Irwin, Esq., Associate
General Counsel of Con Edison of New York.
12.1 - Schedule of computation of ratio of earnings to fixed charges
for the years ended December 31, 1999, 1998, 1997,
1996, and 1995. (Incorporated by reference to Exhibit 12 to
Con Edison of New York's Annual Report on Form 10-K for
the year ended December 31, 1999 -- Commission
File No. 1-1217.)
12.2 - Schedule of computation of ratio of earnings to fixed charges
for the twelve month periods ended June 30, 2000 and
1999. (Incorporated by reference to Exhibit 12.2 to Con
Edison of New York's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2000 -- Commission File No. 1-1217.)
23.1 - Consent of PricewaterhouseCoopers LLP.
23.2 - Opinion and consent of Peter A. Irwin, Esq., Associate
General Counsel of Con Edison of New York. (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.
