Exhibit 1
UNDERWRITING AGREEMENT
June 14, 2001
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 November 1, 1999, as
filed as Exhibit 1.2 to Registration Statement No. 333-90385 (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.
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: /s/ 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: /s/ Howard Hiller
---------------------
Howard Hiller
Managing Director
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SCHEDULE I
Principal Amount of
Designated Securities
Underwriter to be Purchased
Salomon Smith Barney Inc. $56,100,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 56,050,000
Morgan Stanley & Co. Incorporated 56,050,000
A.G. Edwards & Sons, Inc. 54,000,000
Prudential Securities Incorporated 54,000,000
UBS Warburg LLC 54,000,000
Goldman, Sachs & Co. 4,000,000
J.P. Morgan Securities Inc. 4,000,000
Lehman Brothers Inc. 4,000,000
Doley Securities, Inc. 2,000,000
The Williams Capital Group, L.P. 2,000,000
ABN AMRO Incorporated 2,600,000
Bear, Stearns & Co. Inc. 2,600,000
Charles Schwab & Co., Inc. 2,600,000
Dain Rauscher Wessels 2,600,000
Deutsche Banc Alex. Brown Inc. 2,600,000
First Union Securities, Inc. 2,600,000
H&R Block Financial Advisors, Inc. 2,600,000
McDonald Investments Inc., a KeyCorp
Company 2,600,000
Raymond James & Associates, Inc. 2,600,000
Robert W. Baird & Co. Incorporated 2,600,000
The Robinson-Humphrey Company, LLC 2,600,000
US Bancorp Piper Jaffray Inc. 2,600,000
Wells Fargo/Van Kasper & Co. 2,600,000
Advest Inc. 800,000
BB&T Capital Markets, a Division of
Scott and Stringfellow, Inc. 800,000
CIBC World Markets Corp. 800,000
Crowell, Weedon & Co. 800,000
Fahnestock & Co. Inc. 800,000
Gibraltar Securities Co. 800,000
Gruntal & Co., L.L.C. 800,000
J.J.B. Hilliard, W.L. Lyons, Inc. 800,000
Janney Montgomery Scott LLC 800,000
Legg Mason Wood Walker, Incorporated 800,000
Mesirow Financial, Inc. 800,000
Morgan Keegan & Company, Inc. 800,000
Muriel Seibert & Co., Inc. 800,000
NatCity Investments, Inc. 800,000
Pryor, Counts & Co., Inc. 800,000
Quick & Reilly, Inc. 800,000
Ragen MacKenzie, a Division of Wells
Fargo Investments LLC 800,000
Ramirez & Co., Inc. 800,000
Southwest Securities, Inc. 800,000
Stifel, Nicolaus & Company
Incorporated 800,000
TD Waterhouse, Inc. 800,000
Tucker Anthony Incorporated 800,000
Utendahl Capital Partners, L.P. 800,000
Wachovia Securities, Inc. 800,000
William Blair & Company, L.L.C. 800,000
Total $400,000,000
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SCHEDULE II
Title of Designated Securities:
7.50% Public Income NotES (7.50% Debentures, Series 2001 A) due 2041.
Aggregate principal amount:
$400,000,000, 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 19, 2001 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 19, 2001 to the date of delivery.
Specified funds for, and manner of, payment of purchase price:
Funds will be delivered by wire transfer pursuant to the Company's written
instructions to the Representative.
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:
July 1, 2041.
Interest Rate:
As set forth in the prospectus supplement, dated June 14, 2001, for the
Designated Securities (the "Prospectus Supplement") to the prospectus,
dated May 24, 2001 (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. 333-61008, declared effective by
the SEC on May 24, 2001).
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 19, 2001.
Closing Location:
Room 1618-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 sentence regarding delivery of the Designated Securities on the front
cover of the Prospectus Supplement
2. 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 page S-8 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
Modification of Basic Provisions
Delete Section 6 (d) of the Basic Provisions in its entirety and substitute the
following:
"The Representative shall have received at the Time of Delivery a letter from
PricewaterhouseCoopers LLP, dated the Time of Delivery, substantially in the
form theretofore supplied to and deemed satisfactory by the Representative."
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