UNDERWRITING AGREEMENT
February 29, 1996
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.
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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:RAYMOND J. MCCANN
Raymond J. McCann
Executive Vice President
and Chief Financial Officer
Confirmed and Accepted as of the date hereof on behalf of itself
and each other Underwriter:
LEHMAN BROTHERS INC.
By: ROBERT D. CRAIG
Robert D. Craig
Attorney in fact
SCHEDULE I
Principal Amount of
Designated Securities
Underwriter to be Purchased
Lehman Brothers Inc. ....................... $ 30,625,000
Dean Witter Reynolds Inc. .................. 30,000,000
A.G. Edwards & Sons, Inc. .................. 30,000,000
Merrill Lynch, Pierce,
Fenner & Smith Incorporated ........... 30,000,000
PaineWebber Incorporated ................... 30,000,000
Prudential Securities Incorporated ......... 30,000,000
Smith Barney Inc. .......................... 30,000,000
Bear, Stearns & Co. Inc .................... 3,125,000
J.C. Bradford & Co. ........................ 3,125,000
Dillon, Read & Co. Inc. .................... 3,125,000
Everen Securities, Inc. .................... 3,125,000
Goldman, Sachs & Co......................... 3,125,000
Legg Mason Wood Walker, Incorporated ....... 3,125,000
J.P. Morgan Securities Inc. ................ 3,125,000
Piper Jaffray Inc. ......................... 3,125,000
Advest, Inc. ............................... 1,125,000
Robert W. Baird & Co. Incorpoprated......... 1,125,000
M.R. Beal & Company ........................ 1,125,000
J.W. Charles Securities, Inc................ 1,125,000
Coast Partners Securities, Inc.............. 1,125,000
Cowen & Company ............................ 1,125,000
Craigie Incorporated ....................... 1,125,000
Dain Bosworth Incorporated ................. 1,125,000
Davenport & Co. of Virginia, Inc. .......... 1,125,000
Doft & Co., Inc. ........................... 1,125,000
Fahnstock & Co. Inc. ....................... 1,125,000
First Albany Corporation ................... 1,125,000
First Southwest Company ................. 1,125,000
Furman Selz LLC ........................... 1,125,000
Gruntal & Co., Incorporated ................ 1,125,000
J.J.B. Hilliard, W.L. Lyons, Inc. .......... 1,125,000
Interstate/Johnson Lane Corporation ........ 1,125,000
Janey Montgomery Scott Inc. ................ 1,125,000
McDonald & Company Securities, Inc. ........ 1,125,000
McGinn, Smith & Co., Inc. .................. 1,125,000
Morgan Keegan & Company, Inc. .............. 1,125,000
The Ohio Company ........................... 1,125,000
Olde Discount Corporation .................. 1,125,000
Principal Financial Securities, Inc. ....... 1,125,000
Pryor, McClendon, Counts & Co., Inc. ....... 1,125,000
Rauscher Pierce Refsnes, Inc. .............. 1,125,000
Raymond James & Associates, Inc. ........... 1,125,000
The Robinson-Humphrey Company, Inc. ........ 1,125,000
Muriel Siebert & Co., Inc. ................. 1,125,000
Stephens Inc................................ 1,125,000
Sterne, Agee & Leach, Inc. ................. 1,125,000
U.S. Clearing Corp.......................... 1,125,000
Wedbush Morgan Securities .................. 1,125,000
Wheat, First Securities, Inc. .............. 1,125,000
B.C. Ziegler & Company .............. 1,125,000
Total. . . . . . . . . . . . . $275,000,000
SCHEDULE II
Title of Designated Securities:
7 3/4% Quarterly Income Capital Securities
(Series A Subordinated Deferrable Interest Debentures)
Aggregate principal amount:
$275,000,000.
Price to Public:
Initially $25.00 for each $25.00 principal amount of the
Designated Securities (each such principal amount of the
Designated Securities is referred to herein as a "Capital
Security"), thereafter at market prices prevailing at the
time of sale or at negotiated prices.
Purchase Price by Underwriters:
$24.2125 per Capital Security, except that for sales to
institutions considered as such under investment banking
industry practice the purchase price will be $24.50 per
Capital Security.
Specified funds for, and manner of, payment of purchase price:
Two Federal Reserve Bank checks payable in immediately
available funds. One check shall be payable to the
order of "The Chase Manhattan Bank, N.A., as Securities
Depositary." The other check shall be payable to the order
of "Consolidated Edison Company of New York, Inc." The
checks shall be in such amounts, as Con Edison shall advise
the Representative, provided that the aggregate amount of
the checks shall equal the Purchase Price by Underwriters.
Indenture:
Indenture, dated as of December 1, 1990, between the Company
and The Chase Manhattan Bank (National Association), as
Trustee, as to be amended and supplemented by a First
Supplemental Indenture to be entered into between Company,
and the Trustee substantially in the form filed as Exhibit
4.2 to the Company's Registration Statement on Form S-3 (No.
33-64657; declared effective by the SEC on December 8,
1995).
Maturity:
March 31, 2031.
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Interest Rate:
As set forth in the prospectus supplement, dated February
29, 1996, for the Designated Securities (the "Prospectus
Supplement") to the prospectus, dated December 8, 1995
(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, as part of the
Registration Statement.
Interest Payment Dates:
As set forth in the Prospectus Supplement, including the
terms upon which the Company may elect to not pay interest
on an interest payment date.
Redemption Provisions:
As set forth in the Prospectus Supplement.
Sinking Fund Provisions:
None.
Subordination Provisions:
As set forth in the Prospectus Supplement.
Time of Delivery:
10:00 a.m., on March 6, 1996.
Closing Location:
Room 1810-S at the Company, 4 Irving Place, New York, NY
10003.
Information furnished by or on behalf of the Underwriters for use
in the Prospectus for the Designated Securities:
1. The paragraphs regarding stabilization on page 2 of the
Prospectus and page S-3 of the Prospectus Supplement.
2. The final paragraph of the front cover of the
Prospectus Supplement.
3. The third and fourth paragraphs (except for the second
sentence in the fourth paragraph) of the section
entitled "Underwriting" in the Prospectus Supplement.
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Address of Representative:
Lehman Brothers Inc.
3 World Financial Center
New York, New York 10285
Attention: James C. Penrose
Captions in the Prospectus referred to in Section 6(c)(xi) of the
Basic Provisions:
Description of Securities
Certain Terms of the Capital Securities
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;"
3. In Sections 1(g) and 6(c)(iii) of the Basic Provisions,
insert "law or" immediately before the phrase
"principles of public policy."
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4. In Section 7(a) of the Basic Provisions, insert
"promptly as such expenses are incurred" immediately
before the phrase "; provided, however,".
5. In Section 7(e) of the Basic Provisions, add at the
end: The foregoing provisions regarding contribution
shall apply except as otherwise required by applicable
law.