Registration No. 333-04463
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT TO
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Consolidated Edison, Inc.
(Exact name of Registrant as specified in its charter)
New York 13-3965100
(State of incorporation) (I.R.S. Employer Identification No.)
4 Irving Place
New York, New York 10003
(Address, including zip code, of
Registrant's principal executive offices)
Consolidated Edison, Inc. 1996 Stock Option Plan
(Full title of the plan)
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JOAN S. FREILICH, or PETER J. O'SHEA, JR.
Senior Vice President and Senior Vice President and
Chief Financial Officer General Counsel
4 Irving Place
New York, New York 10003
(212) 460-3900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Consolidated Edison, Inc. ("Registrant") is the successor issuer of
Consolidated Edison Company of New York, Inc. ("CECONY") pursuant to the
Agreement and Plan of Exchange referenced as Exhibit 2 hereto and, pursuant to
Rule 414(d) under the Securities Act of 1933, hereby expressly adopts CECONY's
Registration Statement on Form S-8 (No. 333-04463) as Registrant's own
registration statement for all purposes of the Securities Act of 1933 and
the Securities Exchange Act of 1934.
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PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
*Item 1. Plan Information.
*Item 2. Registrant Information and Employee Plan Annual
Information.
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* The information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 and the note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by Registrant or Consolidated
Edison Company of New York, Inc. ("CECONY") with the Securities and Exchange
Commission, and are hereby incorporated by reference in this Registration
Statement:
(a) CECONY's Annual Report on Form 10-K for the year ended
December 31, 1996;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since December 31, 1996.
(c) The description of Registrant's Common Shares ($.10 par value)
contained under the caption "Proposal No. 1- The Holding Company
Proposal- Holding Company Capital Stock" in the Proxy Statement and
Prospectus included in the Registration Statement on Form S-4 of
Registrant, which was declared effective October 31, 1997 (No.
333-39164).
In addition, all documents filed by Registrant pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 on or after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered pursuant
to this Registration Statement have been sold or which deregisters all such
securities then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing
of such documents.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Reference is made to Sections 721 to 725 of the New York Business
Corporation Law ("NYBCL") which provide for indemnification of directors and
officers. Pursuant to Section 721 of the NYBCL, no indemnification shall be made
to or on behalf of a director or officer if a judgment or other final
adjudication adverse to the director or officer establishes that his or her acts
were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so adjudicated, or that he
or she personally gained in fact a financial profit or other advantage to which
he or she was not legally entitled. Section 402(b) of the NYBCL permits a
certificate of incorporation to set forth a provision limiting or eliminating
the personal liability of directors to a corporation or its shareholders for
damages for any breach of duty in such capacity, provided that no such provision
shall eliminate or limit the liability of a director (i) if a judgment or other
final adjudication adverse to him or her establishes that his or her acts were
in bad faith or involved intentional misconduct or a knowing violation of law or
(ii) that he or she personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled, or (iii) in certain other
cases specified in Section 719 of the NYBCL.
Article SIXTH of Registrant's Restated Certificate of Incorporation
provides that, except to the extent limitation of liability or indemnification
is not permitted by applicable law: (i) a director or officer of the Registrant
shall not be liable to the Registrant or any of its shareholders for damages for
any breach of duty in such capacity, and (ii) the Registrant shall fully
indemnify any person made, or threatened to be made a party to an action or
proceeding, whether civil or criminal, including an investigative,
administrative or legislative proceeding, and including an action by or in the
right of the Registrant or any other enterprise, by reason of the fact that the
person is or was a director or officer of the Registrant, or is or was serving
at the request of the Registrant any other enterprise as a director, officer or
in any other capacity, against any and all damages incurred as a result of or in
connection with such action or proceeding or any appeal thereof.
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As permitted by Section 726 of the NYBCL, Registrant has insurance (a) to
indemnify Registrant for obligations it incurs for indemnification of its
directors and officers, and (b) to indemnify directors and officers of
Registrant for losses, costs and expenses incurred by them in actions brought
against them in connection with their acts as directors or officers for which
they are not indemnified by Registrant. No insurance payment will be made to any
director or officer if a judgment or other final adjudication adverse to the
director or officer establishes that his or her acts of active and deliberate
dishonesty were material to the cause of action so adjudicated, or that he or
she personally gained in fact a financial profit or other advantage to which he
or she was not legally entitled. Registrant may also purchase insurance coverage
insuring the directors and officers of Registrant against certain liabilities
that could arise in connection with administration of Registrant's employee
benefit plans.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement; and
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(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement;
(2) that, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York and State of New
York on the 2nd day of January, 1998.
Consolidated Edison, Inc.
By Joan S. Freilich
Joan S. Freilich
Senior Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Name Title
Eugene R. McGrath* Chairman of the Board of Directors,
President and Chief Executive Officer
and Director
(Principal Executive Officer)
Joan S. Freilich* Senior Vice President and Chief
Financial Officer and Director
(Principal Financial Officer)
Hyman Schoenblum* Vice President, Controller and Chief
Accounting Officer
(Principal Accounting Officer)
E. Virgil Conway* Director
Gordon J. Davis* Director
Ruth M. Davis* Director
Ellen V. Futter* Director
Arthur Hauspurg* Director
Sally Hernandez-Pinero* Director
Donald K. Ross* Director
Robert G. Schwartz* Director
Richard A. Voell* Director
Stephen R. Volk* Director
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* Joan S. Freilich, pursuant to Powers of Attorney (executed by each of the
officers and Directors listed above, and filed as Exhibit 24 hereto), by
signing her name hereto does hereby sign and execute this Post-Effective
Amendment No. 1 to Registration Statement on behalf of each of the officers
and Directors named above and indicated as signing above in the capacities
in which the name of each appears above.
Joan S. Freilich
Joan S. Freilich
January 2, 1998 - II-5 -
INDEX TO EXHIBITS
SEQUENTIAL
EXHIBIT NUMBER AT WHICH
NO. DESCRIPTION EXHIBIT BEGINS
2. -- Agreement and Plan of Exchange.
(Incorporated by reference to Exhibit A
to the Proxy Statement and Prospectus in
Part I of Registrant's Registration Statement
on Form S-4 (No. 333-39164).)
3.1 -- Restated Certificate of Incorporation
of Registrant. (Incorporated by reference
to Exhibit B to the Proxy Statement and
Prospectus in Part I of Registrant's
Registration Statement on Form S-4
(No. 333-39164).)
3.2 -- By-laws of Registrant. (Incorporated by
reference to Exhibit C to the Proxy Statement
and Prospectus in Part I of Registrant's
Registration Statement on Form S-4
(No. 333-39164).)
23. -- Consent of Price Waterhouse LLP.
24 -- Powers of Attorney.
99 -- Consolidated Edison Company of New York, Inc.
1996 Stock Option Plan (Incorporated by reference
to Exhibit 10.47 in CECONY's Annual Report on Form
10-K for the year ended December 31, 1995
(File No. 1-1217).)