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: February 29, 1996
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
(Exact name of registrant as specified in charter)
New York 1-1217 13-5009340
(State of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
4 Irving Place, New York, NY 10003
(Address of principal executive offices)
Registrant's telephone number: (212) 460-4600
- 2 -
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
On February 29, 1996, the Company entered into an
underwriting agreement with Lehman Brothers Inc., as
representative of the underwriters named therein, for the sale of
$275 million aggregate principal amount of the Company's 7 3/4%
Quarterly Income Capital Securities (Series A Subordinated
Deferrable Interest Debentures) (the "Offered Securities"). The
Offered Securities were registered under the Securities Act of
1933 pursuant to certain Registration Statements on Form S-3
(Nos. 33-62266, declared effective May 11, 1993, and 33-64657,
declared effective December 8, 1995) relating to $1.205 billion
aggregate principal amount of unsecured debt securities of the
Company, of which $605 million have been sold in previous
offerings of debt securities.
It is expected that the net proceeds to be received by the
Company from the sale of the Offered Securities, along with other
funds of the Company, will be applied to purchase and retire
preferred stock tendered and accepted for payment pursuant to the
Company's Offer to Purchase, dated January 29, 1996; to redeem
other series of the Company's preferred stock; and to pay related
expenses.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
1 Underwriting Agreement relating to the Offered
Securities.
4 Form of Offered Securities.
8 Tax Opinion of Reid & Priest LLP, dated February 29,
1996.
12 Statement of computation of ratio of earnings to fixed
charges for the years ended December 31, 1995, 1994,
1993, 1992 and 1991.
23.1 Consent of Reid & Priest LLP. (Included as part of
Exhibit 8.)
23.2 Consent of Price Waterhouse LLP.
- 3 -
27 Financial Data Schedule. (To the extent provided in Rule
402 of Regulation S-T, this exhibit shall not be deemed
"filed", or otherwise subject to liabilities, or be
deemed part of a registration statement.)
99.1 Consolidated balance sheet and statement of
capitalization at December 31, 1995 and 1994, and
related consolidated statements of income, of retained
earnings, and of cash flows for each of the three years
in the period ended December 31, 1995, and the notes
thereto, of Consolidated Edison Company of New York,
Inc. and its subsidiaries ("1995 Financial Statements").
99.2 Report of Price Waterhouse LLP, dated February 27, 1996,
relating to the 1995 Financial Statements.
99.3 Management's Discussion and Analysis of Financial
Condition and Results of Operations, dated February 27,
1996 ("MD&A") relating to the 1995 Financial Statements.
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: RAYMOND J. MCCANN
Raymond J. McCann
Executive Vice President
and Chief Financial Officer
DATE: February 29, 1996
- 4 -
Index to Exhibits
Sequential Page
Number at which
Exhibit Description Exhibit Begins
1 Underwriting Agreement relating
to Offered Securities.
4 Form of Offered Securities.
8 Tax Opinion of Reid & Priest LLP,
dated February 29, 1996.
12 Statement of computation of ratio of
earnings to fixed charges for the years
ended December 31, 1995, 1994, 1993, 1992
and 1991.
23.1 Consent of Reid & Priest LLP. (Included
as part of Exhibit 8.)
23.2 Consent of Price Waterhouse LLP.
27 Financial Data Schedule. (To the extent provided in
Rule 402 of Regulation S-T, this exhibit shall not
be deemed "filed", or otherwise subject to
liabilities, or be deemed part of a registration
statement.)
99.1 1995 Financial Statements.
99.2 Report of Price Waterhouse LLP, dated
February 27, 1996 relating to the
1995 Financial Statements.
99.3 MD&A relating to the 1995 Financial Statements.