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