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EXHIBIT 1.2
UNDERWRITING AGREEMENT
June 10, 2003
To the Representatives 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 representatives named on the signature page hereof (the "Representatives")
represent that the Underwriters have authorized the Representatives 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 Representatives 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: /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:
BANC ONE CAPITAL MARKETS, INC. J.P. MORGAN SECURITIES INC.
By: /s/ Robert Nordlinger BY: /s/ Robert Bottamedi
Robert Nordlinger Robert Bottamedi
Managing Director Vice President
MORGAN STANLEY & CO. INCORPORATED
By: /s/ Hal J. Hendershot III
Hal J. Hendershot III
Executive Director
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SCHEDULE I
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Principal Amount of
Designated Securities
Underwriters to be Purchased
Banc One Capital Markets, Inc. $ 50,000,000
J.P. Morgan Securities Inc. 50,000,000
Morgan Stanley & Co. Incorporated 50,000,000
BNY Capital Markets, Inc. 13,340,000
Citigroup Global Markets Inc. 13,340,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated 13,340,000
Mellon Financial Markets, LLC 6,000,000
M.R. Beal & Company 1,990,000
The Williams Capital Group, L.P. 1,990,000
Total $ 200,000,000
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SCHEDULE II
Title of Designated Securities:
5.10% Debentures, Series 2003 C.
Aggregate principal amount:
$200,000,000
Price to Public:
Initially 99.832% of the principal amount of the Designated Securities,
plus accrued interest, if any, from June 13, 2003 to the date of delivery,
and thereafter at market prices prevailing at the time of sale or at
negotiated prices.
Purchase Price by Underwriters:
98.957% of the principal amount of the Designated Securities, plus accrued
interest, if any, from June 13, 2003 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 Representatives.
Indenture:
Indenture, dated as of December 1, 1990, between the Company and JPMorgan
Chase Bank (successor to 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:
June 15, 2033
Interest Rate:
5.10% per annum.
Interest Payment Dates:
December 15, 2003, and thereafter semi-annually on each June 15 and
December 15, except as otherwise provided in the Indenture.
Redemption Provisions:
As set forth in the prospectus supplement, dated June 10, 2003, for the
Designated Securities supplementing the prospectus, dated May 27, 2003,
filed with the Securities and Exchange Commission pursuant to Rule 424(b)
under the Securities Act of 1933, as amended, in connection with the
Registration Statement on Form S-3 (333-104623, declared effective by the
Commission on May 27, 2003).
Sinking Fund Provisions:
None.
Time of Delivery:
10:00 a.m., on June 13, 2003.
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:
The sentence regarding delivery of the Designated Securities on the front
cover of the Prospectus Supplement.
Address of Representatives:
Banc One Capital J.P. Morgan Morgan Stanley & Co.
Markets, Inc. Securities Inc. Incorporated
1 Bank One Plaza 270 Park Avenue, 8th Floor 1585 Broadway
Chicago, IL 60670 New York, NY 10172 New York, NY 10036
Attn: Robert Nordlinger Attn: Peter Madonia Attn: Bradford Hart
Captions in the Prospectus and Prospectus Supplement referred to in
Section 6(c)(xi) of the Basic Provisions:
Description of Securities
Description of Debentures
Modification of Basic Provisions
Throughout the Basic Provisions, change references to "Representative" from
"Representative" to "Representatives."
In Section 1:
Add after subsection (m):
"(n) The documents incorporated by reference in the prospectus do not include
non-GAAP financial measures within the meaning of Regulation G or Item 10 of
Regulation S-K of the Commission."
Delete Section 4 (c) of the Basic Provisions in its entirety and substitute the
following:
"To deliver to the Representatives conformed copies of the Registration
Statement, and each amendment thereto, including exhibits thereto and documents
incorporated by reference therein, and to furnish to the Underwriters copies of
the Prospectus, and each amendment or supplement thereto, in such quantities as
the Representatives may from time to time reasonably request, and, if the
delivery of a prospectus is required at any time in connection with the offering
or sale of the Designated Securities and if at that time any event shall have
occurred as a result of which the Prospectus would include an untrue statement
of a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made when the Prospectus is delivered, not misleading, or, if for any other
reason it shall be necessary during the same period to amend or supplement the
Prospectus or to file under the Exchange Act any document incorporated by
reference in the Prospectus in order to comply with the Act or the Exchange Act,
to notify the Representatives and upon its request to file the document and to
prepare and furnish without charge to the Underwriters and to any dealer in
securities as many
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copies as the Representatives may from time to time reasonably request of an
amended Prospectus or a supplement to the Prospectus that will correct the
statement or omission or effect compliance;"
Delete Section 6 (d) of the Basic Provisions in its entirety and substitute the
following:
"The Representatives 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 Representatives."