EX-1 2 a2052116zex-1.txt EXHIBIT 1 Exhibit 1 UNDERWRITING AGREEMENT June 14, 2001 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. 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: /s/ 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: SALOMON SMITH BARNEY INC. By: /s/ Howard Hiller --------------------- Howard Hiller Managing Director 2 SCHEDULE I
Principal Amount of Designated Securities Underwriter to be Purchased Salomon Smith Barney Inc. $56,100,000 Merrill Lynch, Pierce, Fenner & Smith Incorporated 56,050,000 Morgan Stanley & Co. Incorporated 56,050,000 A.G. Edwards & Sons, Inc. 54,000,000 Prudential Securities Incorporated 54,000,000 UBS Warburg LLC 54,000,000 Goldman, Sachs & Co. 4,000,000 J.P. Morgan Securities Inc. 4,000,000 Lehman Brothers Inc. 4,000,000 Doley Securities, Inc. 2,000,000 The Williams Capital Group, L.P. 2,000,000 ABN AMRO Incorporated 2,600,000 Bear, Stearns & Co. Inc. 2,600,000 Charles Schwab & Co., Inc. 2,600,000 Dain Rauscher Wessels 2,600,000 Deutsche Banc Alex. Brown Inc. 2,600,000 First Union Securities, Inc. 2,600,000 H&R Block Financial Advisors, Inc. 2,600,000 McDonald Investments Inc., a KeyCorp Company 2,600,000 Raymond James & Associates, Inc. 2,600,000 Robert W. Baird & Co. Incorporated 2,600,000 The Robinson-Humphrey Company, LLC 2,600,000 US Bancorp Piper Jaffray Inc. 2,600,000 Wells Fargo/Van Kasper & Co. 2,600,000 Advest Inc. 800,000 BB&T Capital Markets, a Division of Scott and Stringfellow, Inc. 800,000 CIBC World Markets Corp. 800,000 Crowell, Weedon & Co. 800,000 Fahnestock & Co. Inc. 800,000 Gibraltar Securities Co. 800,000 Gruntal & Co., L.L.C. 800,000 J.J.B. Hilliard, W.L. Lyons, Inc. 800,000 Janney Montgomery Scott LLC 800,000 Legg Mason Wood Walker, Incorporated 800,000 Mesirow Financial, Inc. 800,000 Morgan Keegan & Company, Inc. 800,000 Muriel Seibert & Co., Inc. 800,000 NatCity Investments, Inc. 800,000 Pryor, Counts & Co., Inc. 800,000 Quick & Reilly, Inc. 800,000 Ragen MacKenzie, a Division of Wells Fargo Investments LLC 800,000 Ramirez & Co., Inc. 800,000 Southwest Securities, Inc. 800,000 Stifel, Nicolaus & Company Incorporated 800,000 TD Waterhouse, Inc. 800,000 Tucker Anthony Incorporated 800,000 Utendahl Capital Partners, L.P. 800,000 Wachovia Securities, Inc. 800,000 William Blair & Company, L.L.C. 800,000 Total $400,000,000
3 SCHEDULE II Title of Designated Securities: 7.50% Public Income NotES (7.50% Debentures, Series 2001 A) due 2041. Aggregate principal amount: $400,000,000, issuable in minimum denominations of $25 and increased in multiples thereof. Price to Public: Initially 100% of the principal amount of the Designated Securities, plus accrued interest, if any, from June 19, 2001 to the date of delivery, thereafter at market prices prevailing at the time of sale or at negotiated prices. Purchase Price by Underwriters: 96.85% of the principal amount of the Designated Securities, plus accrued interest, if any, from June 19, 2001 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. 4 Maturity: July 1, 2041. Interest Rate: As set forth in the prospectus supplement, dated June 14, 2001, for the Designated Securities (the "Prospectus Supplement") to the prospectus, dated May 24, 2001 (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. 333-61008, declared effective by the SEC on May 24, 2001). Interest Payment Dates: As set forth in the Prospectus Supplement. Redemption Provisions: As set forth in the Prospectus Supplement. Sinking Fund Provisions: None. Time of Delivery: 10:00 a.m., on June 19, 2001. Closing Location: Room 1618-S at the Company, 4 Irving Place, New York, NY 10003. 5 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 final sentence of the third paragraph, the second sentence of the fourth paragraph, and the fifth, sixth and seventh paragraphs of the section entitled "Underwriting" on page S-8 of the Prospectus Supplement. Address of Representative: Salomon Smith Barney Inc. Seven World Trade Center New York, New York 10048 Attention: Hal A. Clark, Managing Director Captions in the Prospectus and Prospectus Supplement referred to in Section 6(c)(xi) of the Basic Provisions: Description of Securities Description of the PINES 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." 6