-----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, QqiWTTF+cBfbyQ8e+KP2ZFDtxUko5xzlX37skgFnICVGDJi+Ndvd3scQgmxWoRuY vRI8fPmJf/NJACA7jetsaQ== 0001047862-99-000004.txt : 19990629 0001047862-99-000004.hdr.sgml : 19990629 ACCESSION NUMBER: 0001047862-99-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19990625 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSOLIDATED EDISON INC CENTRAL INDEX KEY: 0001047862 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 133695100 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14514 FILM NUMBER: 99653515 BUSINESS ADDRESS: STREET 1: 4 IRVING PLACE STREET 2: ROOM 1618 S CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 2124604600 MAIL ADDRESS: STREET 1: 4 IRVING PLACE STREET 2: ROOM 1618 S CITY: NEW YORK STATE: NY ZIP: 10003 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: 99653516 BUSINESS ADDRESS: STREET 1: 4 IRVING PL CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 2124604600 8-K 1 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: June 25, 1999 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 I.D. Number 1-14514 Consolidated Edison, Inc. New York 13-3965100 4 Irving Place, New York, New York 10003 (212) 460-4600 1-1217 Consolidated Edison Company of New York, Inc. New York 13-5009340 4 Irving Place, New York, New York 10003 (212) 460-4600
- 2 - INFORMATION TO BE INCLUDED IN THE REPORT ITEM 5. OTHER EVENTS Debt Financing On June 25, 1999, Consolidated Edison Company of New York, Inc. (the "Company") entered into an underwriting agreement with Salomon Smith Barney Inc., as representative of the underwriters named therein, for the sale of $275 million aggregate principal amount of the Company's 7.35% Public Income NotES (7.35% Debentures, Series 1999A) due 2039 (the "1999 A Debentures"). The 1999 A Debentures were registered under the Securities Act of 1933 pursuant to a Registration Statement on Form S-3 (No. 333-45745, declared effective February 11, 1998) relating to $500 million aggregate principal amount of unsecured debt securities of the Company, of which $135 million have been sold in previous offerings of debt securities. Copies of the underwriting agreement and the definitive form of the 1999 A Debentures are filed as exhibits to this report. Generation Divestiture In June 1999, the Company completed the sale of 3.624 MW of its New York City fossil-fueled electric generating capacity at an aggregate price of approximately $1.1 billion. The net proceeds from the sale are being held pending possible investment in "like kind property" (the intended effect of which would be to defer Federal income tax on the gain from the sale). Net proceeds from completion of the sales of the remaining New York City generating capacity that the Company has agreed to sell may also be invested in like kind property. Any net proceeds invested in like kind property will not be available to the Company to pay dividends to, or to continue to purchase the common stock of, Consolidated Edison, Inc. ("CEI"), which owns all of the Company's common stock. To the extent of any such investment, CEI intends to use additional short-term borrowing to fund its acquisition of Orange and Rockland Utilities, Inc. and CEI and the Company intend to use additional short-term borrowing to continue the CEI common stock repurchase program. In such event, CEI expects that it would repay its additional short-term borrowing from dividends the Company pays to CEI, and the Company expects that it would pay dividends to CEI and repay its additional short-term borrowing using funds borrowed against the property acquired. For additional information, see "PSC Settlement Agreement - Generation Divestiture," "Sources of Liquidity - Stock Repurchase" and "Acquisition" in Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 1998. This discussion includes forward-looking statements, which are statements of future expectation and not facts. Words such as "expects," "intends," "plans" and similar expressions identify forward-looking statements. Actual results or developments might differ materially from those included in the forward-looking statements because of factors such as competition and industry restructuring, changes in economic conditions, changes in laws, regulations, regulatory policies or public policy doctrines and other presently unknown or unforeseen factors. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits See Index to Exhibits. - 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, INC. CONSOLIDATED EDISON COMPANY OF NEW YORK, INC. By ________________________ Robert P. Stelben Vice President and Treasurer DATE: June 28, 1999 - 4 - Index to Exhibits Sequential Page Number at which Exhibit Description Exhibit Begins 1 Underwriting Agreement relating to 1999 A Debentures. 4 Form of 1999 A Debenture. 8 Tax Opinion of Dewey Ballantine LLP, dated June 25, 1999. 12 Ratio of Earnings to Fixed Charges 23 Consent of Dewey Ballantine LLP. (Included as part of Exhibit 8). EX-1 2 EXHIBIT 1 TO FORM 8-K REPORT UNDERWRITING AGREEMENT June 25, 1999 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 April 16, 1992, as filed as Exhibit 1(b) to Registration Statement No. 33-47261 (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: SALOMON SMITH BARNEY INC. By: Henry A. Clark, III Name: Henry A. Clark, III Title: Managing Director SCHEDULE I Principal Amount of Designated Securities Underwriter to be Purchased Salomon Smith Barney Inc. $ 30,125,000 Merrill Lynch, Pierce, Fenner & Smith Incorporated 30,125,000 Morgan Stanley & Co. Incorporated 30,125,000 Goldman, Sachs & Co. 30,125,000 Lehman Brothers Inc. 30,125,000 PaineWebber Incorporated 30,125,000 Prudential Securities Incorporated 30,125,000 ABN AMRO Incorporated 2,000,000 A.G. Edwards & Sons, Inc. 2,000,000 Bear, Stearns & Co. Inc 2,000,000 BT Alex. Brown Incorporated 2,000,000 Dain Rauscher Wessels 2,000,000 A division of Dain Rauscher Incorporated Doley Securities, Inc. 2,000,000 Donaldson Lufkin & Jenrette Securities Corporation 2,000,000 EVEREN Securities, Inc. 2,000,000 First Union Capital Markets Corporation 2,000,000 J.C. Bradford & Co. 2,000,000 Legg Mason Wood Walker, Incorporated 2,000,000 McDonald Investments Inc. 2,000,000 Olde Discount Corporation 2,000,000 Raymond James & Associates, Inc. 2,000,000 Robert W. Baird & Co. Incorporated 2,000,000 SG Cowen Securities Corporation 2,000,000 TD Securities (USA) Inc. 2,000,000 The Robinson-Humphrey Company, LLC 2,000,000 U.S. Bancorp Piper Jaffray, Inc. 2,000,000 Wachovia Securities, Inc. 2,000,000 Warburg Dillon Read LLC 2,000,000 Wasserstein Parella & Co. 2,000,000 The Williams Capital Group, L..P. 2,000,000 Advest, Inc. 625,000 BB&T Capital Markets 625,000 A division of Scott & Stringfellow Blaylock & Partners, L.P. 625,000 C.L. King & Associates, Inc. 625,000 Crowell, Weedon & Co. 625,000 Fahnestock & Co. Inc. 625,000 Fidelity Capital Markets 625,000 A division of National Financial Services Corporation Fifth Third/The Ohio Company 625,000 First Albany Corporation 625,000 Gibraltar Securities Co. 625,000 Gruntal & Co., L.L.C. 625,000 J.J.B. Hilliard, W.L. Lyons, Inc. 625,000 Janney Montgomery Scott Inc. 625,000 McGinn, Smith & Co., Inc. 625,000 Mesirow Financial, Inc. 625,000 Morgan Keegan & Company, Inc. 625,000 Muriel Siebert & Co., Inc. 625,000 Parker/Hunter Incorporated 625,000 Pryor, McClendon, Counts & Co. 625,000 Ragen MacKensie Incorporated 625,000 Ramirez & Co., Inc. 625,000 Roney Capital Markets 625,000 A division of Banc One Capital Markets, Inc. Charles Schwab & Co., Inc. 625,000 Stephens Inc. 625,000 Stifel, Nicolaus & Company, Incorporated 625,000 Sutro & Co. Incorporated 625,000 Tucker Anthony Incorporated 625,000 Utendahl Capital Partners, L.P. 625,000 Wedbush Morgan Securities, Inc. 625,000 Total $ 275,000,000 SCHEDULE II Title of Designated Securities: 7.35% Public Income NotES (7.35% Debentures, Series 1999 A) due 2039. Aggregate principal amount: $275,000,000, 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 30, 1999 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 30, 1999 to the date of delivery. Specified funds for, and manner of, payment of purchase price: Funds will be delivered by wire transfer to: Citibank, N.A. ABA #021000089 For credit to the account of Con Edison, No. 00000158 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: July 1, 2039. Interest Rate: As set forth in the prospectus supplement, dated June 25, 1999, for the Designated Securities (the "Prospectus Supplement") to the prospectus, dated February 11, 1998 (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. 333-45745, declared effective by the SEC on February 11, 1998). 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 30, 1999. 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 paragraph regarding stabilization on page 2 of the Prospectus. 2. The paragraph regarding delivery of the Designated Securities on the front cover of the Prospectus Supplement 3. 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 pages S-9 and S-10 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 Modifications of Basic Provisions: 1. Delete Section 3 of the Basic Provisions in its entirety and substitute the following: "One or more Global Securities (as defined in the Indenture specified in the Underwriting Agreement) for the Designated Securities in the aggregate principal amount of the Designated Securities shall be registered in the name of Cede & Co. and delivered to The Depository Trust Company with instructions to credit the Designated Securities to the account of, or as otherwise instructed by, the Representative against payment by the Representative of the purchase price therefor in the amount, the funds and manner specified in the Underwriting Agreement, at the place, time and date specified in the Underwriting Agreement or at such other place, time and date as the Representative and the Company may agree in writing, said time and date being herein referred to as the "Time of Delivery" for said Designated Securities. 2. Delete Section 6(c)(ii) of the Basic Provisions in its entirety and substitute the following: "(ii) The Company has authorized equity capitalization as set forth, or incorporated by reference, in the Prospectus;" - 4 - 3. In Sections 1(g) and 6(c)(iii) of the Basic Provisions, insert "law or" immediately before the phrase "principles of public policy." 4. In Section 6(f) of the Basic Provisions, substitute "Fitch Investor Services" for "Duff and Phelps Inc." 5. In Section 7(a) of the Basic Provisions, insert "promptly as such expenses are incurred" immediately before the phrase "; provided, however,". 6. In Section 7(d) of the Basic Provisions, add at the end: "The foregoing provisions regarding contribution shall apply except as otherwise required by applicable law." 7. Add as new Section 1(n) of the Basic Provisions: "The Company does not have sufficient information to make a determination that, for the twelve months ended June 28, 1999, there was any decrease, as compared with the corresponding prior period, in operating revenues less fuel, purchased power and gas purchased for resale." 8. Delete clause (iii)(D) of Annex I of the Basic Provisions. 9. The word "Prospectus" in Annex I of the Basic Provisions may be changed to the words "Registration Statement", defined to include the documents incorporated by reference therein. 10. Clause (iii)A of Annex I of the Basic Provisions is revised as follows: "(A) the unaudited financial statements incorporated by reference in the Registration Statement, or from which information set forth in the Registration Statement was taken, do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the published rules and regulations thereunder, or any material modifications should be made to the unaudited financial statements for them to be in conformity with generally accepted accounting principles," 11. Add as new Section 6(c)(xii) of the Basic Provisions:"Consolidated Edison, Inc. is exempt from the provisions of the Public Utility Holding Company Act of 1935 except Section 9(a)(2) thereof." 12. In Section 1(c) of the Basic Provisions, add ", and the Prospectus, as it may be amended or supplemented pursuant to Section 4 hereof, as of the Time of Delivery will not," immediately before the phrase "contain an untrue statement of a material fact". Other: None. EX-4 3 EXHIBIT 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. 7.35% Public Income NotES due 2039 (7.35% DEBENTURES, SERIES 1999 A) INTEREST RATE MATURITY DATE CUSIP 7.35% per annum July 1, 2039 209111 83 0 REGISTERED HOLDER: [Cede & Co.] PRINCIPAL SUM: [TWO HUNDRED SEVENTY FIVE MILLION DOLLARS ($275,000,000)] 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, unless redeemed prior thereto as hereinafter provided, the principal sum stated above and to pay interest thereon from June 30, 1999, or from the most recent interest payment date to which interest has been duly paid or provided for, initially on October 1, 1999 and thereafter quarterly on January 1, April 1, July 1 and October 1 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 fifteenth 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 7.35% Public Income NotES (7.35% Debentures, Series 1999 A) due 2039 (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. The interest payable on any interest payment date shall computed on the basis of twelve 30-day months and a 360-day year and, for any period shorter than a full quarterly interest period, will be computed on the basis of the actual number of days elapsed in such 90-day quarterly interest period. If any interest payment date falls on a Sunday or legal holiday or a day on which banking institutions in the City of New York are authorized by law to close, then payment of interest may be made on the next succeeding business day. The Company may redeem the Debentures, in whole or in part, at any time on or after July 1, 2004 at a redemption price equal to 100% of the principal amount of the Debentures to be redeemed together with unpaid accrued interest thereon to the date fixed for redemption. If this Debenture or any portion hereof is called for redemption, interest shall cease to accrue on this Debenture or such portion hereof on the date fixed for redemption. 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 -3- 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. The Debentures are issuable as registered Debentures only, in the denomination of $25 and any integral multiples thereof 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 Vice President and Treasurer By Executive Vice President and Chief Financial Officer 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 EX-8 4 EXHIBIT 8 TO FORM 8-K Dewey Ballantine LLP 1301 Avenue of the Americas New York, New York 10019 June 25, 1999 Consolidated Edison Company of New York, Inc. 4 Irving Place New York, New York 10003 Re: Registration Statement on Form S-3 Dear Sirs: We have acted as special tax counsel to Consolidated Edison Company of New York, Inc. (the "Company") in connection with the issuance of $275 million aggregate principal amount of the Company's 7.35% Public Income Notes (7.35% Debentures, Series 1999 A) due 2039 ("PINES"). We have participated in the preparation of the Registration Statement on Form S-3 relating to the Company's debt securities (No. 333-45745), which was declared effective on February 11, 1998, and the Prospectus Supplement, dated today, relating to the PINES. The PINES will be issued pursuant to the 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, in the form filed as an exhibit to the Registration Statement. On the basis and subject to the accuracy of the statements contained in the materials referred to above, and our consideration of such other matters as we have deemed necessary, it is our opinion that under current law the material federal income tax consequences to holders of PINES will be as described under the heading "Material Federal Income Tax Consequences" in the Prospectus Supplement constituting part of the Registration Statement. You have not requested, and we do not express, an opinion concerning any other tax consequences of the issuance of the PINES. This opinion is not to be used, circulated, quoted or otherwise referred to for any purpose without our express written permission. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the references to our firm in the section captioned "Material Federal Income Tax Consequences" in the Prospectus Supplement constituting part of the Registration Statement. In giving the foregoing consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Dewey Ballantine LLP EX-12 5 EXHIBIT 12 TO FORM 8-K CONSOLIDATED EDISON COM PANY OF NEW YORK, INC. Ratio of Earnings to Fixed Charges Twelve Months Ended (Thousands of Dollars) MARCH MARCH 1999 1998 ---------- --------- Earnings Net Income $752,011 $724,759 Federal Income Tax 330,704 351,474 Federal Income Tax Deferred 102,500 39,400 Investment Tax Credits Deferred (8,689) (8,800) ---------- ---------- Total Earnings Before Federal Income Tax 1,176,526 1,106,833 Fixed Charges* 345,739 350,900 ---------- ---------- Total Earnings Before Federal Income Tax and Fixed Charges $1,522,265 $1,457,733 ========== ========== * Fixed Charges Interest on Long-Term Debt $291,664 $306,016 Amort. of Debt Discount, Premium & Expense 13,791 12,448 Interest on Component of Rentals 18,297 18,520 Other Interest 21,987 13,916 ---------- ---------- Total Fixed Charges $345,739 $350,900 ========== ========== Ratio of Earnings to Fixed Charges 4.40 4.15 -----END PRIVACY-ENHANCED MESSAGE-----