Series 1997 B Debentures
UNDERWRITING AGREEMENT
November 24, 1997
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: 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 BROTHERS INC
By: HOWARD HILLER
Name: Howard Hiller
Title: Vice president
SCHEDULE I
Principal Amount of
Designated Securities
Underwriter to be Purchased
SALOMON BROTHERS INC $330,000,000
Total $330,000,000
SCHEDULE II
Title of Designated Securities:
6.45% Debentures, Series 1997 B
Aggregate principal amount:
$330,000,000.
Price to Public:
Initially 99.695% of the principal amount of the Designated Securities,
plus accrued interest, if any, from December 1, 1997 to the date of
delivery, thereafter at market prices prevailing at the time of sale or at
negotiated prices.
Purchase Price by Underwriters:
99.246% of the principal amount of the Designated Securities, plus accrued
interest, if any, from December 1, 1997 to the date of delivery.
Specified funds for, and manner of, payment of purchase price:
Certified or bank cashier's check or checks payable in New York Clearing
House 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, 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.
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Maturity:
December 1, 2007.
Interest Rate:
As set forth in the prospectus supplement, dated November 24, 1997, for
the Designated Securities (the "Prospectus Supplement") to the prospectus,
dated November 7, 1997 (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 Statements on Form S-3 (No. 333-39603, declared effective
November 7, 1997 and No. 333-26555, declared effective May 9, 1997).
Interest Payment Dates:
As set forth in the Prospectus Supplement.
Redemption Provisions:
None.
Sinking Fund Provisions:
None.
Time of Delivery:
11:00 a.m., on December 1, 1997.
Closing Location:
Room 1810-S at the Company, 4 Irving Place, New York, NY 10003.
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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 paragraph and the second and third sentences of the third
paragraph of the section entitled "Underwriting" on page S-4 of the
Prospectus Supplement.
Address of Representative:
SALOMON BROTHERS INC
Seven World Trade Center
New York, NY 10048
Attention: Howard Hiller
Captions in the Prospectus and Prospectus Supplement 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
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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."
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 November 26, 1997, 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.