EX-1 2 0002.txt EX-1 TO FORM 8-K UNDERWRITING AGREEMENT December 12, 2000 To the Representative Named on the Signature Page Hereof: Dear Sirs: Subject to the terms and conditions stated or incorporated by reference herein, Consolidated Edison Company of New York, Inc. (the "Company") hereby agrees to sell to the Underwriters named in Schedule I hereto (the "Underwriters") and the Underwriters hereby agree to purchase, severally and not jointly, the principal amount set forth opposite their names in Schedule I hereto of the securities specified in Schedule II hereto (the "Designated Securities"). The representative named on the signature page hereof (the "Representative") represents that the Underwriters have authorized the Representative to enter into this Underwriting Agreement and to act hereunder on their behalf. Except as otherwise provided in Schedule II hereto each of the provisions of the Company's Underwriting Agreement Basic Provisions, dated November 1, 1999, as filed as Exhibit 1.2 to Registration Statement No. 333-90385 (the "Basic Provisions"), is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. Unless otherwise defined herein, terms defined in the Basic Provisions are used herein as therein defined. Payment for the Designated Securities will be made against delivery thereof to the Representative for the accounts of the respective Underwriters at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto. - 2 - If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the Basic Provisions incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. Very truly yours, CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. By: Robert P. Stelben Robert P. Stelben Vice President and Treasurer Confirmed and Accepted as of the date hereof on behalf of itself and each other Underwriter, if any: MORGAN STANLEY & CO. INCORPORATED By: Harold J. Hendershot III Harold J. Hendershot III Vice President SCHEDULE I Principal Amount of Designated Securities Underwriter to be Purchased MORGAN STANLEY & CO. INCORPORATED $350,000,000 Total $350,000,000 SCHEDULE II Title of Designated Securities: 6.625% Debentures, Series 2000 C. Aggregate principal amount: $350,000,000 Price to Public: Initially 99.348% of the principal amount of the Designated Securities, plus accrued interest, if any, from December 15, 2000 to the date of delivery, and thereafter at market prices prevailing at the time of sale or at negotiated prices. Purchase Price by Underwriters: 99.1896% of the principal amount of the Designated Securities, plus accrued interest, if any, from December 15, 2000 to the date of delivery. Specified funds for, and manner of, payment of purchase price: Funds will be delivered by wire transfer pursuant to the Company's written instructions to the Representative. Indenture: Indenture, dated as of December 1, 1990, between the Company and The Chase Manhattan Bank, as Trustee, as amended and supplemented by the First Supplemental Indenture, dated as of March 6, 1996, between the Company and The Chase Manhattan Bank, as Trustee. - 2 - Maturity: December 15, 2005. Interest Rate: As set forth in the prospectus supplement, dated December 12, 2000, for the Designated Securities (the "Prospectus Supplement") to the prospectus, dated November 30, 2000 (the "Prospectus"), filed with the Securities and Exchange Commission (the "SEC") pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended, in connection with the Company's Registration Statement on Form S-3 (No. 333-50236, declared effective by the SEC on November 30, 2000). Interest Payment Dates: As set forth in the Prospectus Supplement. Redemption Provisions: None. Sinking Fund Provisions: None. Time of Delivery: 10:00 a.m., on December 15, 2000. Closing Location: Room 1618-S at the Company, 4 Irving Place, New York, NY 10003. - 3 - Information furnished by or on behalf of the Underwriters for use in the Prospectus for the Designated Securities: 1. The sentence regarding delivery of the Designated Securities on the front cover of the Prospectus Supplement 2. The second paragraph, the second sentence of the fifth paragraph, and the last paragraph of the section entitled "Underwriting" on page S-5 of the Prospectus Supplement. Address of Representative: Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Attention: Hal Hendershot III Vice President Captions in the Prospectus and Prospectus Supplement referred to in Section 6(c)(xi) of the Basic Provisions: Description of Securities Description of Debentures Modification of Basic Provisions Delete Section 6 (d) of the Basic Provisions in its entirety and substitute the following: "The Representative shall have received at the Time of Delivery a letter from PricewaterhouseCoopers LLP, dated the Time of Delivery, substantially in the form theretofore supplied to and deemed satisfactory by the Representative."