Series 1996 B Debentures
UNDERWRITING AGREEMENT
December 12, 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: JOAN S. FREILICH
JOAN S. FREILICH
Senior Vice President and
Chief Financial Officer
Confirmed and Accepted as of the date hereof on behalf of itself
and each other Underwriter, if any:
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
By: Christopher E. Welton
Attorney-in-fact
SCHEDULE I
Principal Amount of
Designated Securities
Underwriter to be Purchased
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner
& Smith Incorporated . . . $150,000,000
Total. . . . . . . . . . . . $150,000,000
SCHEDULE II
Title of Designated Securities:
Floating Rate Debentures, Series 1996 B
Aggregate principal amount:
$150,000,000.
Price to Public:
Initially 100.00% of the principal amount of the Designated
Securities, plus accrued interest, if any, from December 17,
1996 to the date of delivery, thereafter at market prices
prevailing at the time of sale or at negotiated prices.
Purchase Price by Underwriters:
99.75% of the principal amount of the Designated
Securities, plus accrued interest, if any, from
December 17, 1996 to the date of delivery.
Specified funds for, and manner of, payment of purchase price:
Federal Reserve Bank check or checks payable in
immediately available funds to the order of "Consolidated
Edison Company of New York, Inc."
Indenture:
Indenture, dated as of December 1, 1990, between the Company
and The Chase Manhattan Bank (National Association), 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 (National
Association), as Trustee.
Maturity:
December 15, 2001.
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Interest Rate:
As set forth in the prospectus supplement, dated
December 12, 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 Company's Registration Statement
on Form S-3 (No. 33-64657; declared effective by the SEC on
December 8, 1995).
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 December 17, 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 paragraph regarding stabilization on page 2 of the
Prospectus.
2. The final paragraph of the front cover of the
Prospectus Supplement.
3. The second and third paragraphs of the section entitled
"Underwriting" on page S-5 of the Prospectus
Supplement.
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Address of Representative:
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
World Financial Center
North Tower - 29th Floor
New York, New York 10281-1309
Attention: John Thorndike
Captions in the Prospectus referred to in Section 6(c)(xi) of the
Basic Provisions:
Description of Securities
Description of Debentures
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 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 month period
ended December 12, 1996, 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.
Other:
None.