-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EA2+772dbPeggt5l0myVHtJqE1LpT+Zfnjo7v2vnxWS+z7OoLCx22FuRmfm9EJmk ItOyw7ZdIbvLYNSAsqNv4w== 0000023632-00-000005.txt : 20001214 0000023632-00-000005.hdr.sgml : 20001214 ACCESSION NUMBER: 0000023632-00-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001212 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED EDISON CO OF NEW YORK INC CENTRAL INDEX KEY: 0000023632 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 135009340 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-01217 FILM NUMBER: 788308 BUSINESS ADDRESS: STREET 1: 4 IRVING PL CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 2124604600 8-K 1 0001.txt CURRENT REPORT ON FORM 8-K 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: December 12, 2000 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
- 2 - INFORMATION TO BE INCLUDED IN THE REPORT ITEM 5. OTHER EVENTS On December 12, 2000, Consolidated Edison Company of New York, Inc. (the "Company") entered into an underwriting agreement with Morgan Stanley & Co. Incorporated for the sale of $350 million aggregate principal amount of the Company's 6.625% Debentures, Series 2000 C (the "Debentures"). The Debentures were registered under the Securities Act of 1933 pursuant to a Registration Statement on Form S-3 (No. 333-50236, declared effective November 30, 2000) relating to $765 million aggregate principal amount of unsecured debt securities of the Company, of which $265 million has been carried over from Registration Statement No. 333-43816. Copies of the underwriting agreement and the definitive form of the Debentures are filed as exhibits to this report. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 1 Underwriting Agreement relating to the Debentures. 4 Form of Debenture. - 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: December 12, 2000 - 4 - Index to Exhibits Sequential Page Number at which Exhibit Description Exhibit Begins 1 Underwriting Agreement relating to the Debentures. 4 Form of Debenture. 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." EX-4 3 0003.txt EX-4 TO FORM 8-K Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. REGISTERED REGISTERED Consolidated Edison Company of New York, Inc. 6.625% DEBENTURES, SERIES 2000 C INTEREST RATE MATURITY DATE CUSIP 6.625% per annum December 15, 2005 209111 DN 0 REGISTERED HOLDER: Cede & Co. PRINCIPAL SUM: THREE HUNDRED FIFTY MILLION DOLLARS ($350,000,000) CONSOLIDATED EDISON COMPANY OF NEW YORK, INC., a New York corporation (hereinafter called the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to the registered holder named above or registered assigns, on the maturity date stated above, the principal sum stated above and to pay interest thereon from December 15, 2000, or from the most recent interest payment date to which interest has been duly paid or provided for, initially on June 15, 2001 and thereafter semi-annually on June 15 and December 15 of each year, at the interest rate stated above, until the date on which payment of such principal sum has been made or duly provided for. The interest so payable on any interest payment date will be paid to the person in whose name this Debenture is registered at the close of business on the last day of the month preceding the interest payment date, except as otherwise provided in the Indenture. The principal of this Debenture, when due and payable, shall, upon presentation and surrender hereof, be paid at the principal office of the Company. The interest on this Debenture, when due and payable, shall be paid at the principal office of the Company, or at the option of the Company, by check mailed to the address of the registered holder hereof or registered assigns as such address shall appear in the Security Register. All such payments shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. - 2 - This Debenture is one of a duly authorized series of an issue of unsecured debt securities of the Company designated as its 6.625% Debentures, Series 2000 C (hereinafter called the "Debentures"), issued and to be issued under an Indenture dated as of December 1, 1990 between the Company and The Chase Manhattan Bank, Trustee (hereinafter called the "Trustee", which term includes any successor trustee under the Indenture), as amended and supplemented by the First Supplemental Indenture, dated as of March 6, 1996, between the Company and the Trustee (hereinafter called the "Indenture"). Reference is made to the Indenture and any supplemental indenture thereto for the provisions relating, among other things, to the respective rights of the Company, the Trustee and the holders of the Debentures, and the terms on which the Debentures are, and are to be, authenticated and delivered. If an Event of Default (as defined in the Indenture) shall have occurred and be continuing with respect to the Debentures, the principal hereof may be declared, and upon such declaration shall become, due and payable, in the manner, with such effect and subject to the conditions provided in the Indenture. Any such declaration may be rescinded by holders of a majority in principal amount of the outstanding Debentures if all Events of Default with respect to the Debentures (other than the non-payment of principal of the Debentures which shall have become due by such declaration) shall have been remedied. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the Debentures at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to the Indenture or to any supplemental indenture with respect to the Debentures, or modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental indenture shall (i) extend the maturity of any Debenture, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or make the principal thereof, or interest thereon, payable in any coin or currency other than that in the Debentures provided, without the consent of the holder of each Debenture so affected, or (ii) reduce the aforesaid principal amount of Debentures, the holders of which are required to consent to any such supplemental indenture without the consent of the holders of all Debentures then outstanding. -3- The Debentures are issuable as registered Debentures only, in the denomination of $1000 and any integral multiples of $1000 approved by the Company, such approval to be evidenced by the execution thereof. This Debenture is transferable by the registered holder hereof in person or by his attorney duly authorized in writing on the books of the Company at the office or agency to be maintained by the Company for that purpose, but only in the manner, subject to the limitations and upon payment of any tax or governmental charge for which the Company may require reimbursement as provided in the Indenture, and upon surrender and cancellation of this Debenture. Upon any registration of transfer, a new registered Debenture or Debentures, of authorized denomination or denominations, and in the same aggregate principal amount, will be issued to the transferee in exchange therefor. The Company, the Trustee, any paying agent and any Security registrar may deem and treat the registered holder hereof as the absolute owner of this Debenture (whether or not this Debenture shall be overdue and notwithstanding any notations of ownership or other writing hereon made by anyone other than the Security registrar) for the purpose of receiving payment of or on account of the principal hereof and interest due hereon as herein provided and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Security registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or interest on this Debenture, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator or against any past, present or future stockholder, officer or member of the Board of Trustees, as such, of the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. This Debenture shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of the State of New York. All terms used in this Debenture which are defined in the Indenture and not defined herein shall have the meanings assigned to them in the Indenture. -4- This Debenture shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until the certificate of authentication on the face hereof is manually signed by the Trustee. IN WITNESS WHEREOF, the Company has caused this Debenture to be signed by the manual or facsimile signatures of a Vice President and the Treasurer of the Company, and a facsimile of its corporate seal to be affixed or reproduced hereon. CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. By Executive Vice President and Chief Financial Officer By Vice President and Treasurer SEAL TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated herein issued under the Indenture described herein. THE CHASE MANHATTAN BANK, as Trustee By Authorized Officer Dated: December 15, 2000 -----END PRIVACY-ENHANCED MESSAGE-----