UNDERWRITING AGREEMENT
June 25, 1999
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
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: Henry A. Clark, III
Name: Henry A. Clark, III
Title: Managing Director
SCHEDULE I
Principal Amount of
Designated Securities
Underwriter to be Purchased
Salomon Smith Barney Inc. $ 30,125,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated 30,125,000
Morgan Stanley & Co. Incorporated 30,125,000
Goldman, Sachs & Co. 30,125,000
Lehman Brothers Inc. 30,125,000
PaineWebber Incorporated 30,125,000
Prudential Securities Incorporated 30,125,000
ABN AMRO Incorporated 2,000,000
A.G. Edwards & Sons, Inc. 2,000,000
Bear, Stearns & Co. Inc 2,000,000
BT Alex. Brown Incorporated 2,000,000
Dain Rauscher Wessels 2,000,000
A division of Dain Rauscher Incorporated
Doley Securities, Inc. 2,000,000
Donaldson Lufkin & Jenrette Securities Corporation 2,000,000
EVEREN Securities, Inc. 2,000,000
First Union Capital Markets Corporation 2,000,000
J.C. Bradford & Co. 2,000,000
Legg Mason Wood Walker, Incorporated 2,000,000
McDonald Investments Inc. 2,000,000
Olde Discount Corporation 2,000,000
Raymond James & Associates, Inc. 2,000,000
Robert W. Baird & Co. Incorporated 2,000,000
SG Cowen Securities Corporation 2,000,000
TD Securities (USA) Inc. 2,000,000
The Robinson-Humphrey Company, LLC 2,000,000
U.S. Bancorp Piper Jaffray, Inc. 2,000,000
Wachovia Securities, Inc. 2,000,000
Warburg Dillon Read LLC 2,000,000
Wasserstein Parella & Co. 2,000,000
The Williams Capital Group, L..P. 2,000,000
Advest, Inc. 625,000
BB&T Capital Markets 625,000
A division of Scott & Stringfellow
Blaylock & Partners, L.P. 625,000
C.L. King & Associates, Inc. 625,000
Crowell, Weedon & Co. 625,000
Fahnestock & Co. Inc. 625,000
Fidelity Capital Markets 625,000
A division of National Financial Services Corporation
Fifth Third/The Ohio Company 625,000
First Albany Corporation 625,000
Gibraltar Securities Co. 625,000
Gruntal & Co., L.L.C. 625,000
J.J.B. Hilliard, W.L. Lyons, Inc. 625,000
Janney Montgomery Scott Inc. 625,000
McGinn, Smith & Co., Inc. 625,000
Mesirow Financial, Inc. 625,000
Morgan Keegan & Company, Inc. 625,000
Muriel Siebert & Co., Inc. 625,000
Parker/Hunter Incorporated 625,000
Pryor, McClendon, Counts & Co. 625,000
Ragen MacKensie Incorporated 625,000
Ramirez & Co., Inc. 625,000
Roney Capital Markets 625,000
A division of Banc One Capital Markets, Inc.
Charles Schwab & Co., Inc. 625,000
Stephens Inc. 625,000
Stifel, Nicolaus & Company, Incorporated 625,000
Sutro & Co. Incorporated 625,000
Tucker Anthony Incorporated 625,000
Utendahl Capital Partners, L.P. 625,000
Wedbush Morgan Securities, Inc. 625,000
Total $ 275,000,000
SCHEDULE II
Title of Designated Securities:
7.35% Public Income NotES (7.35% Debentures, Series 1999 A) due 2039.
Aggregate principal amount:
$275,000,000, 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 30, 1999 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 30, 1999 to the date of delivery.
Specified funds for, and manner of, payment of purchase price:
Funds will be delivered by wire transfer to:
Citibank, N.A.
ABA #021000089
For credit to the account of
Con Edison, No. 00000158
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, 2039.
Interest Rate:
As set forth in the prospectus supplement, dated June 25, 1999, for the
Designated Securities (the "Prospectus Supplement") to the prospectus,
dated February 11, 1998 (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. 333-45745, declared effective by
the SEC on February 11, 1998).
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 30, 1999.
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 paragraph regarding stabilization on page 2 of the Prospectus.
2. The paragraph regarding delivery of the Designated Securities on the front
cover of the Prospectus Supplement
3. 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 pages S-9 and S-10
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
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 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;"
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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 June 28, 1999, 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.
9. The word "Prospectus" in Annex I of the Basic Provisions may be changed to
the words "Registration Statement", defined to include the documents
incorporated by reference therein.
10. Clause (iii)A of Annex I of the Basic Provisions is revised as follows:
"(A) the unaudited financial statements incorporated by reference in the
Registration Statement, or from which information set forth in the
Registration Statement was taken, do not comply as to form in all material
respects with the applicable accounting requirements of the Exchange Act
and the published rules and regulations thereunder, or any material
modifications should be made to the unaudited financial statements for
them to be in conformity with generally accepted accounting principles,"
11. Add as new Section 6(c)(xii) of the Basic Provisions:"Consolidated Edison,
Inc. is exempt from the provisions of the Public Utility Holding Company
Act of 1935 except Section 9(a)(2) thereof."
12. In Section 1(c) of the Basic Provisions, add ", and the Prospectus, as it
may be amended or supplemented pursuant to Section 4 hereof, as of the
Time of Delivery will not," immediately before the phrase "contain an
untrue statement of a material fact".
Other:
None.