SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: June 25, 1999
Commission Exact name of registrant as specified in its charter State of I.R.S. Employer
File Number and principal office address and telephone number Incorporation I.D. Number
1-14514 Consolidated Edison, Inc. New York 13-3965100
4 Irving Place, New York, New York 10003
(212) 460-4600
1-1217 Consolidated Edison Company
of New York, Inc. New York 13-5009340
4 Irving Place, New York, New York 10003
(212) 460-4600
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
Debt Financing
On June 25, 1999, Consolidated Edison Company of New York, Inc. (the
"Company") entered into an underwriting agreement with Salomon Smith Barney
Inc., as representative of the underwriters named therein, for the sale of $275
million aggregate principal amount of the Company's 7.35% Public Income NotES
(7.35% Debentures, Series 1999A) due 2039 (the "1999 A Debentures"). The 1999 A
Debentures were registered under the Securities Act of 1933 pursuant to a
Registration Statement on Form S-3 (No. 333-45745, declared effective February
11, 1998) relating to $500 million aggregate principal amount of unsecured debt
securities of the Company, of which $135 million have been sold in previous
offerings of debt securities. Copies of the underwriting agreement and the
definitive form of the 1999 A Debentures are filed as exhibits to this report.
Generation Divestiture
In June 1999, the Company completed the sale of 3.624 MW of its New York
City fossil-fueled electric generating capacity at an aggregate price of
approximately $1.1 billion. The net proceeds from the sale are being held
pending possible investment in "like kind property" (the intended effect of
which would be to defer Federal income tax on the gain from the sale). Net
proceeds from completion of the sales of the remaining New York City generating
capacity that the Company has agreed to sell may also be invested in like kind
property.
Any net proceeds invested in like kind property will not be available to
the Company to pay dividends to, or to continue to purchase the common stock of,
Consolidated Edison, Inc. ("CEI"), which owns all of the Company's common stock.
To the extent of any such investment, CEI intends to use additional short-term
borrowing to fund its acquisition of Orange and Rockland Utilities, Inc. and CEI
and the Company intend to use additional short-term borrowing to continue the
CEI common stock repurchase program. In such event, CEI expects that it would
repay its additional short-term borrowing from dividends the Company pays to
CEI, and the Company expects that it would pay dividends to CEI and repay its
additional short-term borrowing using funds borrowed against the property
acquired. For additional information, see "PSC Settlement Agreement - Generation
Divestiture," "Sources of Liquidity - Stock Repurchase" and "Acquisition" in
Item 7 of the Company's Annual Report on Form 10-K for the year ended December
31, 1998.
This discussion includes forward-looking statements, which are statements
of future expectation and not facts. Words such as "expects," "intends," "plans"
and similar expressions identify forward-looking statements. Actual results or
developments might differ materially from those included in the forward-looking
statements because of factors such as competition and industry restructuring,
changes in economic conditions, changes in laws, regulations, regulatory
policies or public policy doctrines and other presently unknown or unforeseen
factors.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
See Index to Exhibits.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CONSOLIDATED EDISON, INC.
CONSOLIDATED EDISON COMPANY
OF NEW YORK, INC.
By ________________________
Robert P. Stelben
Vice President and Treasurer
DATE: June 28, 1999
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Index to Exhibits
Sequential Page
Number at which
Exhibit Description Exhibit Begins
1 Underwriting Agreement relating
to 1999 A Debentures.
4 Form of 1999 A Debenture.
8 Tax Opinion of Dewey Ballantine LLP, dated June 25, 1999.
12 Ratio of Earnings to Fixed Charges
23 Consent of Dewey Ballantine LLP. (Included as part
of Exhibit 8).