CONSOLIDATED EDISON CO OF NEW YORK INC
8-K, 2000-08-24
ELECTRIC & OTHER SERVICES COMBINED
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                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549


                               -------------------


                                    Form 8-K

                                 Current Report

                       Pursuant to Section 13 or 15(d) of

                       the Securities Exchange Act of 1934

                           Date of Report: August 23, 2000
<TABLE>

<S>                 <C>                                                   <C>            <C>
Commission          Exact name of registrant as specified in its charter  State of        I.R.S. Employer
File Number         and principal office address and telephone number     Incorporation   ID. Number

1-1217              Consolidated Edison Company                           New York        13-5009340
                    of New York, Inc.
                    4 Irving Place, New York, New York 10003
                    (212) 460-4600

</TABLE>



<PAGE>


                                      - 2 -

                    INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 5.  OTHER EVENTS

Debt Financing

         On August 23, 2000,  Consolidated Edison Company of New York, Inc. (the
"Company")  entered into an underwriting  agreement with Merrill Lynch,  Pierce,
Fenner & Smith  Incorporated  for the sale of $300 million  aggregate  principal
amount of the Company's 7.50% Debentures, Series 2000 B (the "Debentures").  The
Debentures  were  registered  under the  Securities  Act of 1933  pursuant  to a
Registration Statement on Form S-3 (No. 333-43816, declared effective August 18,
2000)  relating to $565 million  aggregate  principal  amount of unsecured  debt
securities  of the  Company,  of which $65  million has been  carried  over from
Registration  Statement No. 333-90385.  Copies of the underwriting agreement and
the definitive form of the Debentures are filed as exhibits to this report.

Electric Rate Challenge

     In September 1997, the New York State Public Service Commission (the "PSC")
approved a  restructuring  agreement  pursuant to the which the Company has been
implementing  cumulative rate reductions of approximately $1 billion and "retail
choice"  for all  its  electric  customers  and has  sold  most of its  electric
generating  assets.  The Company is using its  remaining  generating  resources,
including its contracts with non-utility  generators,  and purchases through the
wholesale  electric  markets  administered  by the New York  Independent  System
Operator to supply its full service customers (i.e., those customers who are not
participants in the electric Retail Choice program).  See "Regulatory  Matters -
Electric" in the  Company's  Management's  Discussion  and Analysis of Financial
Condition and Results of  Operations  ("MD&A") in Item 7 of its Annual Report on
Form 10-K for the year ended December 31, 1999 (the "Form 10-K") and "Regulatory
Matters" and "Nuclear Generation" in the Company's MD&A in Part I, Item 2 of the
Company's  Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2000 (File No. 1-1217). The restructuring  agreement continued a rate adjustment
mechanism  that permits the Company to recover  purchased  power and other costs
from its  customers.  See  "Recoverable  Fuel Costs" in Note A to the  Company's
financial statements in Item 8 of the Form 10-K.

     On August 24, 2000,  the New York State  Attorney  General filed a petition
with the PSC regarding the rate  adjustment  mechanism.  The petition  concluded
that "the PSC should  immediately  institute  an  inquiry  into the cause of the
recent  significant and rapid increases in Con Edison's electric bills, make Con
Edison's electric rates temporary until the conclusion of the PSC's inquiry, and
roll those  rates back to levels such that  customers  would pay no more for the
same  amount of  electric  service  than they would  have in 1999." The  Company
believes that the petition is without merit, but is unable to predict whether or
not any related proceedings or other actions will have a material adverse effect
on its financial position, results of operation or liquidity.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits

      1                    Underwriting Agreement relating to the Debentures.

      4                    Form of Debenture.


<PAGE>



                                      - 3 -

                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                     CONSOLIDATED EDISON COMPANY
                                                     OF NEW YORK, INC.



                                                     By  Robert P. Stelben
                                                         Robert P. Stelben
                                                  Vice President and Treasurer

DATE:  August 24, 2000


<PAGE>




                                      - 4 -

                                Index to Exhibits

                                                               Sequential Page
                                                               Number at which
Exhibit                    Description                         Exhibit Begins

         1                          Underwriting Agreement
                                    relating to the Debentures.

         4                          Form of Debenture.



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