-----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, LQltON4FWAGQdqxIOBW54g+vPP6JQYdlnZ1Xzx57J7G7le/qm300ZGbbW22QwBHl vjtl03heji/aDeA0kUdrQg== 0000023632-02-000004.txt : 20020620 0000023632-02-000004.hdr.sgml : 20020620 20020619165212 ACCESSION NUMBER: 0000023632-02-000004 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020619 EFFECTIVENESS DATE: 20020619 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: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-90790 FILM NUMBER: 02682490 BUSINESS ADDRESS: STREET 1: 4 IRVING PL CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 2124604600 S-3MEF 1 s3-47.txt REGISTRATION STATEMENT ON FORM S-3 Registration No. 333-_________ ============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- 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 Vice President, Legal Services 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) -------------------- Copy to: Steven R. Loeshelle, Esq. Dewey Ballantine LLP 1301 Avenue of the Americas New York, New York 10019-6092 -------------------- Approximate date of commencement of proposed sale to the public: As soon as practicable 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. _X_ 333-61008 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. __ -------------------- CALCULATION OF REGISTRATION FEE ==============================================================================================
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 - ---------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------- Debt Securities $47,000,000 100% $47,000,000 $4,324 ==============================================================================================
______________________ This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended. EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) and the General Instructions IV of Form S-3, both as promulgated under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-3 (File No. 333-61008) filed by the registrant with the Securities and Exchange Commission on May 16, 2001, declared effective by the Commission on May 24, 2001, are incorporated by reference into, and shall be deemed part of, this registration statement. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 16. Exhibits All exhibits filed with or incoporated by reference in Registration Statement No. 333-61008 are incorporated by reference into, and shall be deemed a part of this, registration statement, except for the following, which are filed herewith. List of Exhibits. 5 - Opinion and consent of Peter A. Irwin., Esq., Vice President - Legal Services of Con Edison of New York. 23.1 - Consent of PricewaterhouseCoopers LLP. 23.2 - Opinion and consent of Peter A. Irwin., Esq., Vice President - Legal Services of Con Edison of New York (included as part of Exhibit 5.) 24 - Power of Attorney ______________________ 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 19th day of June, 2002. 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) Edward J. Rasmussen* Vice President and Controller (Principal Accounting Officer) Vincent A. Calarco* Trustee George Campbell, Jr.* Trustee Gordon J. Davis* Trustee Ellen V. Futter* Trustee Sally Hernandez-Pinero* Trustee Peter W. Likins* Trustee Richard A. Voell* Trustee Stephen R. Volk* 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 June 19, 2002 Joan S. Freilich EX-23 3 ex-23.txt EXHIBIT 23 TO FORM S-3 Consent of Independent Accountants We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 21, 2002 relating to the financial statements and financial statement schedules of Consolidated Edison Company of New York, Inc., which appears in the combined Annual Report on Form 10-K of Consolidated Edison, Inc., Consolidated Edison Company of New York, Inc. and Orange and Rockland Utilities, Inc. for the year ended December 31, 2001. We also consent to the reference to us under the heading "Experts" in such Registration Statement. PRICEWATERHOUSECOOPERS LLP PRICEWATERHOUSECOOPERS LLP New York, New York June 19, 2002 EX-5 4 ex547.txt EXHIBIT 5 TO FORM S-3 June 19, 2002 Consolidated Edison Company of New York, Inc. 4 Irving Place New York, New York 10003 Re: Securities Being Registered Under the Securities Act of 1933 Ladies and Gentlemen: I am the Vice President of Legal Services for Consolidated Edison Company of New York, Inc. ("Con Edison of New York"). I and other members of Con Edison of New York's Law Department have represented Con Edison of New York in connection with the filing by Con Edison of New York with the Securities and Exchange Commission of a Registration Statement on Form S-3 registering $47 million of unsecured debt securities of Con Edison of New York (the "Securities") for issuance pursuant to Rule 462(b) under the Securities Act of 1933 (the "Registration Statement"). The Securities are to be issued under the Indenture, dated as of December 1, 1990, between Con Edison of New York and JPMorgan Chase Bank (successor to The Chase Manhattan Bank (National Association)), as Trustee (the "Trustee"), as amended and supplemented by a First Supplemental Indenture, dated as of March 6, 1996 (the Indenture, as so amended and supplemented, is herein referred to as the "Indenture"). I have examined such documents as I have deemed necessary for the purpose of this opinion, including (a) the Certificate of Incorporation and the By-Laws of Con Edison of New York; (b) the Indenture; and (c) minutes of meetings of the Board of Trustees of Con Edison of New York. It is my opinion that the Securities will become the legal, valid and binding obligations of Con Edison of New York in accordance with their terms upon: 1. the due authorization and execution of the Securities by Con Edison of New York; 2. the due authentication and delivery of the Securities in accordance with the Indenture; and 3. the receipt by Con Edison of New York of payment for the Securities at the price and in accordance with the terms set forth in the Registration Statement and the supplement or supplements to the prospectus constituting a part thereof. I consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement. However, in giving such consent, I do not thereby admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations thereunder. Very truly yours, Peter A. Irwin Peter A. Irwin EX-24 5 ex24.txt EXHIBIT 24 TO FORM S-3 POWER OF ATTORNEY The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S. Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of them (with full power to act without the others), the true and lawful attorney-in-fact and agent for and on behalf of the undersigned, and in the undersigned's name, place and stead, in the undersigned's capacity as Trustee or Officer or both, as the case may be, of Consolidated Edison Company of New York, Inc. ("Con Edison of New York") to sign one or more Registration Statements on Form S-3 to be filed by Con Edison of New York with the Securities and Exchange Commission for the registration under the Securities Act of 1933 not to exceed $750 million of debt obligations of Con Edison of New York, and any and all amendments of such Registration Statement. IN WITNESS WHEREOF, the undersigned has executed this instrument, this 20th day of January, 2002. Vincent A. Calarco Vincent A. Calarco POWER OF ATTORNEY The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S. Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of them (with full power to act without the others), the true and lawful attorney-in-fact and agent for and on behalf of the undersigned, and in the undersigned's name, place and stead, in the undersigned's capacity as Trustee or Officer or both, as the case may be, of Consolidated Edison Company of New York, Inc. ("Con Edison of New York") to sign one or more Registration Statements on Form S-3 to be filed by Con Edison of New York with the Securities and Exchange Commission for the registration under the Securities Act of 1933 not to exceed $750 million of debt obligations of Con Edison of New York, and any and all amendments of such Registration Statement. IN WITNESS WHEREOF, the undersigned has executed this instrument, this 20th day of January, 2002. George Campbell, Jr. George Campbell, Jr. POWER OF ATTORNEY The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S. Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of them (with full power to act without the others), the true and lawful attorney-in-fact and agent for and on behalf of the undersigned, and in the undersigned's name, place and stead, in the undersigned's capacity as Trustee or Officer or both, as the case may be, of Consolidated Edison Company of New York, Inc. ("Con Edison of New York") to sign one or more Registration Statements on Form S-3 to be filed by Con Edison of New York with the Securities and Exchange Commission for the registration under the Securities Act of 1933 not to exceed $750 million of debt obligations of Con Edison of New York, and any and all amendments of such Registration Statement. IN WITNESS WHEREOF, the undersigned has executed this instrument, this 17th day of January, 2002. Gordon J. Davis Gordon J. Davis POWER OF ATTORNEY The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S. Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of them (with full power to act without the others), the true and lawful attorney-in-fact and agent for and on behalf of the undersigned, and in the undersigned's name, place and stead, in the undersigned's capacity as Trustee or Officer or both, as the case may be, of Consolidated Edison Company of New York, Inc. ("Con Edison of New York") to sign one or more Registration Statements on Form S-3 to be filed by Con Edison of New York with the Securities and Exchange Commission for the registration under the Securities Act of 1933 not to exceed $750 million of debt obligations of Con Edison of New York, and any and all amendments of such Registration Statement. IN WITNESS WHEREOF, the undersigned has executed this instrument, this 20th day of January, 2002. Joan S. Freilich Joan S. Freilich POWER OF ATTORNEY The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S. Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of them (with full power to act without the others), the true and lawful attorney-in-fact and agent for and on behalf of the undersigned, and in the undersigned's name, place and stead, in the undersigned's capacity as Trustee or Officer or both, as the case may be, of Consolidated Edison Company of New York, Inc. ("Con Edison of New York") to sign one or more Registration Statements on Form S-3 to be filed by Con Edison of New York with the Securities and Exchange Commission for the registration under the Securities Act of 1933 not to exceed $750 million of debt obligations of Con Edison of New York, and any and all amendments of such Registration Statement. IN WITNESS WHEREOF, the undersigned has executed this instrument, this 17th day of January, 2002. Ellen V. Futter Ellen V. Futter POWER OF ATTORNEY The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S. Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of them (with full power to act without the others), the true and lawful attorney-in-fact and agent for and on behalf of the undersigned, and in the undersigned's name, place and stead, in the undersigned's capacity as Trustee or Officer or both, as the case may be, of Consolidated Edison Company of New York, Inc. ("Con Edison of New York") to sign one or more Registration Statements on Form S-3 to be filed by Con Edison of New York with the Securities and Exchange Commission for the registration under the Securities Act of 1933 not to exceed $750 million of debt obligations of Con Edison of New York, and any and all amendments of such Registration Statement. IN WITNESS WHEREOF, the undersigned has executed this instrument, this 16th day of January, 2002. Sally Hernandez-Pinero Sally Hernandez-Pinero POWER OF ATTORNEY The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S. Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of them (with full power to act without the others), the true and lawful attorney-in-fact and agent for and on behalf of the undersigned, and in the undersigned's name, place and stead, in the undersigned's capacity as Trustee or Officer or both, as the case may be, of Consolidated Edison Company of New York, Inc. ("Con Edison of New York") to sign one or more Registration Statements on Form S-3 to be filed by Con Edison of New York with the Securities and Exchange Commission for the registration under the Securities Act of 1933 not to exceed $750 million of debt obligations of Con Edison of New York, and any and all amendments of such Registration Statement. IN WITNESS WHEREOF, the undersigned has executed this instrument, this 17th day of January, 2002. Peter W. Likins Peter W. Likins POWER OF ATTORNEY The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S. Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of them (with full power to act without the others), the true and lawful attorney-in-fact and agent for and on behalf of the undersigned, and in the undersigned's name, place and stead, in the undersigned's capacity as Trustee or Officer or both, as the case may be, of Consolidated Edison Company of New York, Inc. ("Con Edison of New York") to sign one or more Registration Statements on Form S-3 to be filed by Con Edison of New York with the Securities and Exchange Commission for the registration under the Securities Act of 1933 not to exceed $750 million of debt obligations of Con Edison of New York, and any and all amendments of such Registration Statement. IN WITNESS WHEREOF, the undersigned has executed this instrument, this 20th day of January, 2002. Eugene R. McGrath Eugene R. McGrath POWER OF ATTORNEY The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S. Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of them (with full power to act without the others), the true and lawful attorney-in-fact and agent for and on behalf of the undersigned, and in the undersigned's name, place and stead, in the undersigned's capacity as Trustee or Officer or both, as the case may be, of Consolidated Edison Company of New York, Inc. ("Con Edison of New York") to sign one or more Registration Statements on Form S-3 to be filed by Con Edison of New York with the Securities and Exchange Commission for the registration under the Securities Act of 1933 not to exceed $750 million of debt obligations of Con Edison of New York, and any and all amendments of such Registration Statement. IN WITNESS WHEREOF, the undersigned has executed this instrument, this 20th day of January, 2002. Edward J. Rasmussen Edward J. Rasmussen POWER OF ATTORNEY The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S. Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of them (with full power to act without the others), the true and lawful attorney-in-fact and agent for and on behalf of the undersigned, and in the undersigned's name, place and stead, in the undersigned's capacity as Trustee or Officer or both, as the case may be, of Consolidated Edison Company of New York, Inc. ("Con Edison of New York") to sign one or more Registration Statements on Form S-3 to be filed by Con Edison of New York with the Securities and Exchange Commission for the registration under the Securities Act of 1933 not to exceed $750 million of debt obligations of Con Edison of New York, and any and all amendments of such Registration Statement. IN WITNESS WHEREOF, the undersigned has executed this instrument, this 17th day of January, 2002. Richard A. Voell Richard A. Voell POWER OF ATTORNEY The undersigned hereby constitutes and appoints Eugene R. McGrath, Joan S. Freilich, Edward J. Rasmussen, Robert P. Stelben and Peter A. Irwin, and each of them (with full power to act without the others), the true and lawful attorney-in-fact and agent for and on behalf of the undersigned, and in the undersigned's name, place and stead, in the undersigned's capacity as Trustee or Officer or both, as the case may be, of Consolidated Edison Company of New York, Inc. ("Con Edison of New York") to sign one or more Registration Statements on Form S-3 to be filed by Con Edison of New York with the Securities and Exchange Commission for the registration under the Securities Act of 1933 not to exceed $750 million of debt obligations of Con Edison of New York, and any and all amendments of such Registration Statement. IN WITNESS WHEREOF, the undersigned has executed this instrument, this 17th day of January, 2002. Stephen R. Volk Stephen R. Volk -----END PRIVACY-ENHANCED MESSAGE-----