Registration No. 333-______
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
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
(212) 460-4600
(Address, including zip code, and telephone number,
including area code, of Registrant's principal
executive offices)
JOAN S. FREILICH or JOHN D. McMAHON, ESQ.
Executive Vice Presidentand Senior Vice President
Chief Financial Officer and General Counsel
4 Irving Place
New York, New York 10003
(212) 460-4600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------
Copy to:
Steven R. Loeshelle, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019-6092
--------------------
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.__
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box._X_
If this Form is filed to register additional securities for offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. __
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. __
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. __
--------------------
CALCULATION OF REGISTRATION FEE
==============================================================================================
Title of Each Class Amount to be Proposed Maximum Proposed Maximum Amount of
of Securities to Registered Offering Aggregate Registration Fee
Be Registered Price Per Unit Offering Price (1)
(1)
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
Debt Securities
Preferred Shares
($1.00 par value)
Common Shares
($.10 par value)
Total $500,000,000 (1) $500,000,000 $46,000
==============================================================================================
(1) There are being registered hereunder not to exceed $500,000,000 of Debt
Securities, Preferred Shares ($1.00 par value) and Common Shares ($.10 par
value). Pursuant to Rule 457(o) under the Securities Act of 1933, the table
does not specify the amount to be registered, the proposed maximum offering
price per unit or the proposed maximum aggregate offering price. The
proposed maximum offering price per unit will be determined, from time to
time, by the Registrant in connection with the issuance by the Registrant
of the securities registered hereunder. In no event will the aggregate
initial offering price of all securities registered pursuant to this
Registration Statement exceed $500,000,000.
(2) Estimated solely for purposes of determining the registration fee.
(3) Exclusive of accrued interest and distributions, if any.
(4) The prospectus filed as part of this Registration Statement also relates to
$275,000,000 of Debt Securities remaining available to be offered pursuant
to Registration Statement No. 333-72264.
Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
filed as part of this Registration Statement may be used in connection with the
securities covered by Registration Statement No. 333-72264.
PROSPECTUS
Consolidated Edison, Inc.
Debt Securities
Preferred Shares ($1.00 par value)
Common Shares ($.10 par value)
Consolidated Edison, Inc. may offer and sell from time to time up to
an aggregate $775,000,000 of our unsecured debt securities ("Debt Securities"),
preferred shares ($1.00 par value) ("Preferred Shares") and common shares ($.10
par value) ("Common Shares"), of which not more than an aggregate of
$500,000,000 may be Preferred Shares or Common Shares. The Common Shares are
listed on the New York Stock Exchange under the symbol "ED".
We will establish the specific price and terms of the Debt
Securities, the Preferred Shares and the Common Shares we will offer
(collectively, the "Securities") and how they will be offered at the time we
offer them, and we will describe them in one or more supplements to this
prospectus. This prospectus may not be used to offer and sell our securities
unless accompanied by a prospectus supplement. You should read this prospectus
and the related supplement before you invest in the Securities.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAVE THESE ORGANIZATIONS DETERMINED THAT THIS
PROSPECTUS IS ACCURATE OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
--------------------
We will offer and sell the Securities through one or more
underwriters. We will set forth in the related prospectus supplement the name of
the underwriters, the discount or commission received by the underwriters from
us as compensation, our other expenses for the offering and sale of the
Securities, and the net proceeds we receive from the sale. See "Plan of
Distribution."
The date of this Prospectus is __________ __, 200_.
TABLE OF CONTENTS
About This Prospectus ....................................................2
Where You Can Find More Information.......................................3
Con Edison ..............................................................4
Use of Proceeds...........................................................4
Earnings Ratios...........................................................5
Additional Financial Information..........................................5
Description of Debt Securities............................................6
Description of Preferred Shares..........................................15
Description of Common Shares.............................................15
Plan of Distribution.....................................................17
Legal Matters............................................................17
Experts..................................................................18
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement for the Offered
Securities that we have filed with the Securities and Exchange Commission using
a "shelf" registration process. This prospectus provides you with a general
description of the Securities. We will provide you with a supplement to this
prospectus that will describe the specific terms of the Securities that we will
offer. The prospectus supplement may also add, update or change the information
contained in this prospectus. Before you invest, you should carefully read this
prospectus, the applicable prospectus supplement and the information contained
in the documents we refer to in this prospectus under "Where You Can Find More
Information."
References in this prospectus to the terms "we," "us" or other similar
terms mean Consolidated Edison, Inc., unless the context clearly indicates
otherwise. We are also referred to in this prospectus as Con Edison.
You should rely only on the information contained or incorporated by
reference in this prospectus and any accompanying prospectus supplement. We have
not authorized anyone else to provide you with any different information. If
anyone provides you with different or inconsistent information, you should not
rely on it. We are not making an offer to sell securities in any jurisdiction
where the offer or sale is not permitted. The information contained in this
prospectus is current only as of the date of this prospectus.
-2-
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. We file such reports,
proxy statements and other information through the Commission's Electronic Data
Gathering, Analysis and Retrieval system and these filings are publicly
available through the Commission's Web site (http://www.sec.gov). You may read
and copy such material at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549
and at its Midwest Regional Office, 175 W. Jackson Boulevard, Suite 900,
Chicago, Illinois 60604. You may also obtain copies of such material at
prescribed rates from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Section by calling the Commission at
1-800-SEC-0330.
The Commission allows us to "incorporate by reference" into this prospectus
the information we file with them. This means that we can disclose important
information to you by referring you to the documents containing the information.
The information we incorporate by reference is considered to be an important
part of this prospectus and should be read with the same care. Information that
we file later with the Commission that is incorporated by reference into this
prospectus will automatically update and supercede this information. We are
incorporating by reference into this prospectus the following Con Edison
documents that we have filed with the Commission and any subsequent filings we
make with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until the offering of the Debt Securities
described in this prospectus is completed, provided, however, that we are not
incorporating any information furnished under Item 9 of any Current Report on
Form 8-K:
o Annual Report on Form 10-K for the year ended December 31,
2001 ("2001 Form 10-K").
o Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, June 30 and September 30, 2002.
o Current Reports on Form 8-K, dated March 8, 2002, April 3,
2002, May 13, 2002 and August 12, 2002.
This prospectus is part of a registration statement we have filed with the
Commission relating to the Securities. As permitted by the Commission's rules,
this prospectus does not contain all of the information included in the
registration statement and the accompanying exhibits and schedules we file with
the Commission. You should read the registration statement and the exhibits and
schedules for more information about us and the Securities. The registration
statement, exhibits and schedules are also available at the Commission's Public
Reference Section or through its Web site.
You may obtain a free copy of our filings with the Commission by writing or
telephoning us at our principal executive offices: Corporate Secretary,
Consolidated Edison, Inc., 4 Irving Place, New York, New York 10003 (Telephone
No.: 212-460-6066).
-3-
CON EDISON
Con Edison is a holding company that operates only through its
subsidiaries. We were incorporated in New York State in 1997.
Our principal subsidiary is Consolidated Edison Company of New York, Inc.
("Con Edison of New York"), a regulated utility that provides electric service
to over three million customers and gas service to over one million customers in
New York City and Westchester County. It also provides steam service in parts of
Manhattan.
We also own Orange and Rockland Utilities, Inc., a regulated utility that,
along with its regulated utility subsidiaries, provides electric service to over
278,000 customers and gas service to over 118,000 customers in southeastern New
York and in adjacent sections of New Jersey and northeastern Pennsylvania.
We have four unregulated subsidiaries: Consolidated Edison Solutions, Inc.,
a retail energy services company that sells electricity and gas to delivery
customers of utilities; Consolidated Edison Energy, Inc., a wholesale energy
supply company that enters into financial and commodity instruments as part of
its energy trading activities; Consolidated Edison Development, Inc., a company
that acquires, develops and operates generating projects; and Con Edison
Communications, LLC, a company that builds and operates fiber optic networks to
provide wholesale telecommunications services.
Con Edison has no material assets other than the stock of its subsidiaries.
Our ability to pay interest on the Debt Securities and dividends on the
Preferred Shares and Common Shares is dependent on our receipt of dividends from
our subsidiaries or proceeds from the sale by us of additional securities or
assets. Our principal subsidiary, Con Edison of New York, is subject to certain
restrictions on the dividends that it may pay to us. See Note B to Con Edison's
consolidated financial statements in the 2001 Form 10-K.
USE OF PROCEEDS
Unless we inform you otherwise in a supplement to this prospectus, we
anticipate using any net proceeds received by us from the sale of the Securities
for general corporate purposes, including, among others, repayment of short-term
debt, repurchase, retirement or refinancing of other debt securities and
increasing our investment in our subsidiaries.
-4-
EARNINGS RATIOS
The following table sets forth Con Edison's ratio of earnings
to fixed charges and ratio of earnings to fixed charges and preferred stock
dividend requirements for the periods indicated:
Year Ended December 31,
Nine Months Ended -----------------------
September 30, 2001 2001 2000 1999 1998 1997
-------------- ---- ---- ---- ---- ----
Ratio of Earnings to
Fixed Charges: 3.59 3.49 3.10 4.04 4.29 4.09
Ratio of Earnings to
Fixed Charges
and Preferred Stock
Dividend Requirements: 3.43 3.33 2.95 3.82 3.98 3.79
The earnings ratios have been computed as follows: (i) "Earnings" have been
calculated based upon net income plus preferred stock dividends, income tax,
income tax deferred, investment tax credits deferred and fixed charges, (ii)
"Fixed Charges" include interest on long-term debt and other interest (whether
expensed or capitalized) expense, amortization of debt expense, discount and
premium, and a reasonable approximation of the interest component of rentals,
and (iii) "Preferred Stock Dividend Requirements" represent an amount equal to
the income, before income taxes, that would be required to meet dividends on
preferred and preference stock.
ADDITIONAL FINANCIAL INFORMATION
In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets
("SFAS No. 142"). SFAS No. 142 addresses the financial accounting and reporting
for (1) intangible assets acquired individually or with a group of other assets
(but not those acquired in a business combination) at acquisition and (2)
goodwill and other intangible assets subsequent to their acquisition. Con Edison
adopted SFAS No. 142 effective January 1, 2002.
The following table includes selected financial information for Con Edison
for the years indicated (which was previously included in Con Edison's Annual
Report on Form 10-K for the year ended December 31, 2001) and selected financial
information for Con Edison for the interim periods indicated. For the prior year
periods, the table also includes what income and earnings per share would have
been had Con Edison been accounting for goodwill in accordance with SFAS No. 142
during the prior year periods. The following should be read in conjunction with
Con Edison's Management's Discussion and Analysis of Financial Condition and
Results of Operations and Con Edison's financial statements and the related
notes thereto incorporated by reference in this prospectus.
-5-
For the nine months
ended September 30, For the years ended December 31,
(Millions of Dollars) 2002 2001 2001 2000 1999 1998 1997
---------------------------------------------------------------------------------------------------------------------------------
Operating revenues $ 6,424.8 $7,501.7 $ 9,634.0 $ 9,431.4 $ 7,491.3 $ 7,093.0 $7,196.2
Purchased power 2,413.1 2,739.6 3,630.5 3,644.7 1,824.0 1,253.8 1,349.6
Fuel 194.8 341.1 393.8 350.8 430.1 579.0 596.8
Gas purchased for resale 425.8 724.0 860.0 789.1 485.2 437.3 552.6
Operating income 843.9 888.7 1,127.5 1,016.1 1,019.8 1,053.3 1,035.3
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Net income for common stock
$527.7 $557.1 $682.2 $582.8 $700.6 $712.7 $694.5
Add back: goodwill amortization
(net of related tax benefit) - 8.3 11.0 11.9 5.5 - -
Add back: cumulative effect of
change in accounting principle 20.2 - - - - - -
----- ---- ---- ---- ---- ---- -
Adjusted net income $547.9 $565.4 $693.2 $594.7 $706.1 $712.7 $694.5
====== ====== ====== ====== ====== ====== ======
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Total assets $18,203.7 $17,037.3 $16,996.1 $16,767.2 $15,531.5 $14,381.4 $14,722.5
Long-term debt 5,945.6 5,508.5 5,501.2 5,415.4 4,524.6 4,050.1 4,188.9
Preferred stock subject to
mandatory redemption - 37.1 37.1 37.1 37.1 37.1 84.6
Common shareholders' equity 5,898.0 5,662.1 5,666.3 5,472.4 5,412.0 6,025.6 5,930.1
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Basic earnings per share $2.48 $2.63 $3.22 $2.75 $3.14 $3.04 $2.95
Add back: goodwill amortization
(net of related tax benefit) - 0.04 0.05 0.06 0.02 - -
Add back: cumulative effect of
change in accounting principle 0.10 - - - - - -
Adjusted basic earnings per share $2.58 $2.67 $3.27 $2.81 $3.16 $3.04 $2.95
Diluted earnings per share $2.47 $2.62 $3.21 $2.74 $3.13 $3.04 $2.95
Add back: goodwill amortization
(net of related tax benefit) - 0.04 0.05 0.06 0.02 - -
Add back: cumulative effect of
change in accounting principle 0.10 - - - - - -
Adjusted basic earnings per share $2.57 $2.66 $3.26 $2.80 $3.15 $3.04 $2.95
====== ===== ===== ===== ===== ===== =====
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
Cash dividends per common share $1.665 $1.65 $2.20 $2.18 $2.14 $2.12 $2.10
Average common shares outstanding
(millions) 212.8 212.1 212.1 212.2 223.4 234.3 235.1
---------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued under an indenture (the
"Indenture"), dated as of April 1, 2002 between Con Edison and JPMorgan Chase
Bank (formerly known as The Chase Manhattan Bank), as Trustee ("Trustee"), a
copy of which is included as an exhibit to the registration statement of which
this prospectus is a part. Con Edison may also enter into one or more additional
indentures with other trustees with respect to certain of the Debt Securities.
Any such indenture would contain covenants and other provisions similar to those
described below. Reference is made to the prospectus supplement regarding any
additional indentures under which Debt Securities will be issued.
The Debt Securities will be unsecured general obligations of
Con Edison ranking equally and ratably in right of payment with the other
unsecured debt securities of Con Edison issued under the Indenture that are not
subordinated obligations of Con Edison ("Subordinated Securities"); provided,
however, that if so provided in the prospectus supplement relating to a series
of Debt Securities, the Debt Securities will be Subordinated Securities.
-6-
There is no requirement that future issues of debt securities
of Con Edison be issued under the Indenture, and Con Edison will be free to
employ other indentures or documentation, containing provisions different from
those included in the Indenture or applicable to one or more issues of Debt
Securities, in connection with future issues of such other debt securities.
The Indenture does not specifically restrict the ability of
Con Edison to engage in transactions which could have the effect of increasing
the ratio of debt to equity capitalization of Con Edison or a successor
corporation. For example, the Indenture does not limit the amount of
indebtedness of Con Edison, the payment of dividends by Con Edison or the
acquisition by Con Edison of any of the equity securities of Con Edison or Con
Edison of New York. The Indenture also permits Con Edison to merge or
consolidate or to transfer its assets, subject to certain conditions (see
"Consolidation, Merger and Sale" below). Con Edison must obtain approvals from
state and/or federal regulatory bodies to merge or consolidate.
The following summary of the Indenture does not purport to be
complete and is subject to, and qualified in its entirety by reference to, the
Indenture, including the definitions therein of certain terms.
General: The Indenture provides that the Debt Securities
offered and other unsecured debt securities of Con Edison, without limitation as
to aggregate principal amount (collectively the "Indenture Securities"), may be
issued in one or more series, in each case as authorized from time to time by
Con Edison.
-7-
Reference is made to the prospectus supplement relating to the
Debt Securities offered for the following terms:
(1) the title of the Debt Securities;
(2) the aggregate principal amount of the Debt Securities;
(3) the percentage of the principal amount representing the price
for which the Debt Securities shall be issued;
(4) the date or dates on which the principal of, and premium, if
any, on the Debt Securities shall be payable;
(5) the rate or rates (which may be fixed or variable) at which
the Debt Securities shall bear interest, if any, or the method
by which such rate or rates shall be determined;
(6) if the amount of payments of the principal of, premium, if
any, or interest, if any, on the Debt Securities may be
determined with reference to an index, formula or other
method, the manner in which such amounts shall be determined;
(7) the date or dates from which any such interest shall accrue,
or the method by which such date or dates shall be determined,
the dates on which any such interest shall be payable and any
record dates therefor;
(8) the place or places where the principal of, and premium, if
any, and interest, if any, on the Debt Securities shall
be payable;
(9) the period or periods, if any, within which, the price or
prices at which, and the terms and conditions upon which the
Debt Securities may be redeemed, in whole or in part, at the
option of Con Edison;
(10) the obligation, if any, of Con Edison to redeem, purchase or
repay the Debt Securities pursuant to any sinking fund or
analogous provision or at the option of a holder thereof and
the period or periods within which, the price or prices at
which, and the terms and conditions upon which the Debt
Securities shall be redeemed, purchased or repaid pursuant to
such obligation;
(11) whether the Debt Securities are to be issued in whole or in
part in the form of one or more Global Securities and, if so,
the identity of the Depositary for such Global Security or
Global Securities;
(12) if other than $1,000 or an integral multiple thereof, the
denominations in which the Debt Securities shall be issued;
(13) if other than the principal amount thereof, the portion of the
principal amount of the Debt Securities payable upon
declaration of acceleration of the maturity of the Debt
Securities;
-8-
(14) any deletions from or modifications of or additions to the
Events of Default set forth in Section 6.01 of the
Indenture pertaining to the Debt Securities;
(15) the provisions, if any, relating to the cancellation and
satisfaction of the Indenture with respect to the Debt
Securities prior to the maturity thereof pursuant to Sections
12.01 and 12.02 of the Indenture (see "Satisfaction and
Discharge of Indenture; Defeasance");
(16) the terms, if any, upon which Con Edison may elect not to
pay interest on an interest payment date;
(17) the provisions, if any, relating to the subordination of the
Debt Securities pursuant to Article 15 of the Indenture
(see "Subordination"); and
(18) any other terms of the Debt Securities not inconsistent with
the provisions of the Indenture and not adversely affecting
the rights of any other series of Indenture Securities then
outstanding. (Section 2.03)
Con Edison may authorize the issuance and provide for the
terms of a series of Indenture Securities pursuant to a resolution of its Board
of Directors or any duly authorized committee thereof or pursuant to a
supplemental indenture. The provisions of the Indenture described above permit
Con Edison, in addition to issuing Indenture Securities with terms different
from those of Indenture Securities previously issued, to "reopen" a previous
issue of a series of Indenture Securities and to issue additional Indenture
Securities of such series.
The Indenture Securities will be issued only in registered
form without coupons and, unless otherwise provided with respect to a series of
Indenture Securities, in denominations of $1,000 and integral multiples thereof.
(Section 2.02) Indenture Securities of a series may be issued in whole or in
part in the form of one or more Global Securities (see "Global Securities").One
or more Global Securities will be issued in a denomination or aggregate
denominations equal to the aggregate principal amount of outstanding Indenture
Securities of the series to be represented by such Global Security or Global
Securities. (Section 2.01) No service charge will be made for any transfer or
exchange of Indenture Securities, but Con Edison may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. (Section 2.05)
One or more series of the Indenture Securities may be issued
with the same or various maturities at par or at a discount. Debt Securities
bearing no interest or interest at a rate which at the time of issuance is below
the market rate ("Original Issue Discount Securities") will be sold at a
discount (which may be substantial) below their stated principal amount. Federal
income tax consequences and other special considerations applicable to any such
Original Issue Discount Securities will be described in the prospectus
supplement relating thereto.
Subordination: If the prospectus supplement relating to a
particular series of Indenture Securities so provides, such securities will be
Subordinated Securities and the payment of the principal of, premium, if any,
and interest on the Subordinated Securities will be subordinate and junior in
right of payment to the prior payment in full of all Senior Indebtedness to the
extent set forth in the next paragraph. (Section 14.01)
-9-
In the event (a) of any distribution of assets of Con Edison
in bankruptcy, reorganization or receivership proceedings, or upon an assignment
for the benefit of creditors, or any other marshalling of assets and liabilities
of Con Edison, except for a distribution in connection with a consolidation,
merger, sale, transfer or lease permitted under the Indenture (see
"Consolidation, Merger and Sale"), or (b) the principal of any Senior
Indebtedness shall have been declared due and payable by reason of an event of
default with respect thereto and such event of default shall not have been
rescinded, then the holders of Subordinated Securities will not be entitled to
receive or retain any payment, or distribution of assets of Con Edison, in
respect of the principal of, premium, if any, and interest on the Subordinated
Securities until the holders of all Senior Indebtedness receive payment of the
full amount due in respect of the principal of, premium, if any, and interest on
the Senior Indebtedness or provision for such payment on the Senior Indebtedness
shall have been made. (Section 14.02)
Subject to the payment in full of all Senior Indebtedness, the
holders of the Subordinated Securities shall be subrogated to the rights of the
holders of the Senior Indebtedness to receive payments or distributions
applicable to the Senior Indebtedness until all amounts owing on the
Subordinated Securities shall be paid in full. (Section 14.03)
"Senior Indebtedness" means all indebtedness of Con Edison for
the repayment of money borrowed (whether or not represented by bonds,
debentures, notes or other securities) other than the indebtedness evidenced by
the Subordinated Securities and any indebtedness subordinated to, or
subordinated on parity with, the Subordinated Securities. "Senior Indebtedness"
does not include customer deposits or other amounts securing obligations of
others to Con Edison. (Section 14.01)
The Indenture does not limit the aggregate amount of Senior
Indebtedness that Con Edison may issue. As of September 30, 2002, $445 million
of Senior Indebtedness was outstanding, not including as "Senior Indebtedness"
approximately $1 billion of guarantees by Con Edison of certain obligations of
its subsidiaries.
Redemption: If the prospectus supplement relating to a
particular series of Indenture Securities so provides, such securities will be
subject to redemption at the option of Con Edison. Notice of any redemption of
Indenture Securities shall be given to the registered holders of such securities
not less than 30 days nor more than 60 days prior to the date fixed for
redemption. If less than all of a series of Indenture Securities are to be
redeemed, the Trustee shall select, in such manner as in its sole discretion it
shall deem appropriate and fair, the Indenture Securities of such series or
portions thereof to be redeemed.
-10-
Global Securities: The Indenture Securities of a series may be
issued in whole or in part in the form of one or more Global Securities that
will be deposited with, or on behalf of, the Depositary identified in the
prospectus supplement relating thereto. Unless and until it is exchanged in
whole or in part for Indenture Securities in definitive form, a Global Security
may not be transferred except as a whole by the Depositary for such Global
Security to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary or a nominee of such successor
Depositary. (Sections 2.01 and 2.05)
The specific terms of the depositary arrangement with respect
to any Indenture Securities of a series will be described in the prospectus
supplement relating thereto. Con Edison anticipates that the following
provisions will apply to all depositary arrangements.
Upon the issuance of a Global Security, the Depositary for
such Global Security will credit, on its book entry registration and transfer
system, the respective principal amounts of the Indenture Securities represented
by such Global Security to the accounts of institutions that have accounts with
such Depositary ("participants"). The accounts to be credited shall be
designated by the underwriters through which such Indenture Securities were
sold. Ownership of beneficial interests in a Global Security will be limited to
participants or persons that may hold interests through participants. Ownership
of beneficial interests in such Global Security will be shown on, and the
transfer of that ownership will be effected only through, records maintained by
the Depositary for such Global Security or by participants or persons that hold
through participants. The laws of some states require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests in
a Global Security.
So long as the Depositary for a Global Security, or its
nominee, is the owner of such Global Security, such Depositary or such nominee,
as the case may be, will be considered the sole owner or holder of the Indenture
Securities represented by such Global Security for all purposes under the
Indenture. Except as set forth below, owners of beneficial interests in a Global
Security will not be entitled to have Indenture Securities of the series
represented by such Global Security registered in their names, will not receive
or be entitled to receive physical delivery of Indenture Securities of such
series in definitive form and will not be considered the owners or holders
thereof under the Indenture.
-11-
Payments of principal of, premium, if any, and interest, if
any, on Indenture Securities registered in the name of or held by a Depositary
or its nominee will be made to the Depositary or its nominee, as the case may
be, as the registered owner of the Global Security representing such Indenture
Securities. None of Con Edison, the Trustee or any paying agent for such
Indenture Securities will have any responsibility or liability for any aspect of
the records relating to, or payments made on account of, beneficial ownership
interests in a Global Security for such Indenture Securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
Con Edison expects that the Depositary for Indenture
Securities of a series, upon receipt of any payment of principal, premium, if
any, or interest, if any, in respect of a Global Security will immediately
credit participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of such Global Security
as shown on the records of such Depositary. Con Edison also expects that
payments by participants to owners of beneficial interests in such Global
Security held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities
registered in "street name," and will be the responsibility of such
participants.
If a Depositary for Indenture Securities of a series is at any
time unwilling or unable to continue as Depositary and a successor depositary is
not appointed by Con Edison within 90 days, Con Edison will issue Indenture
Securities of such series in definitive form in exchange for the Global Security
or Global Securities representing the Indenture Securities of such series. In
addition, Con Edison may at any time and in its sole discretion determine not to
have any Indenture Securities of a series represented by one or more Global
Securities and, in such event, will issue Indenture Securities of such series in
definitive form in exchange for the Global Security or Global Securities
representing such Indenture Securities. Further, if Con Edison so specifies with
respect to the Indenture Securities of a series, each person specified by the
Depositary of the Global Security representing Indenture Securities of such
series may, on terms acceptable to Con Edison and the Depositary for such Global
Security, receive Indenture Securities of the series in definitive form. In any
such instance, each person so specified by the Depositary of the Global Security
will be entitled to physical delivery in definitive form of Indenture Securities
of the series represented by such Global Security equal in principal amount to
such person's beneficial interest in the Global Security.
Payments and Paying Agents: Payment of principal of and
premium, if any, on Indenture Securities will be made against surrender of such
Indenture Securities at The Bank of New York, Stock Transfer Administration, 385
Rifle Camp Road, West Patterson, NJ 07424. Unless otherwise indicated in the
prospectus supplement, payment of any installment of interest on Indenture
Securities will be made to the person in whose name such Indenture Security is
registered at the close of business on the record date for such interest. Unless
otherwise indicated in the prospectus supplement, payments of such interest will
be made at The Bank of New York, or by a check mailed to each holder of an
Indenture Security at such holder's registered address.
-12-
All moneys paid by Con Edison to a paying agent for the
payment of principal of, premium, if any, or interest, if any, on any Indenture
Security that remain unclaimed at the end of two years after such principal,
premium or interest shall have become due and payable will be repaid to Con
Edison and the holder of such Indenture Security entitled to receive such
payment will thereafter look only to Con Edison for payment thereof. (Section
12.05) However, any such payment shall be subject to escheat pursuant to state
abandoned property laws.
Consolidation, Merger and Sale: The Indenture permits Con
Edison, without the consent of the holders of any of the Indenture Securities,
to consolidate with or merge into any other corporation or sell, transfer or
lease its properties as an entirety or substantially as an entirety to any
person, provided that: (i) the Successor is a corporation organized under the
laws of the United States of America or any state thereof; (ii) the Successor
assumes Con Edison's obligations under the Indenture and the Indenture
Securities; (iii) immediately after giving effect to the transaction, no Event
of Default (see "Default and Certain Rights on Default") and no event that,
after notice or lapse of time, or both, would become an Event of Default, shall
have occurred and be continuing; and (iv) certain other conditions are met.
(Section 11.02) The Indenture does not restrict the merger of another
corporation into Con Edison.
Modification of the Indenture: The Indenture contains
provisions permitting Con Edison and the Trustee, without the consent of the
holders of the Indenture Securities, to establish, among other things, the form
and terms of any series of Indenture Securities issuable thereunder by one or
more supplemental indentures, and, with the consent of the holders of a majority
in aggregate principal amount of the Indenture Securities of any series at the
time outstanding, evidenced as in the Indenture provided, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture with respect to Indenture Securities of such series, or modifying in
any manner the rights of the holders of the Indenture Securities of such series;
provided, however, that no such supplemental indenture shall (i) extend the
fixed maturity, or the earlier optional date of maturity, if any, of any
Indenture Security of a particular series or reduce the principal amount thereof
or the premium thereon, if any, or reduce the rate or extend the time of payment
of interest thereon, or make the principal thereof or premium, if any, or
interest thereon payable in any coin or currency other than that provided in the
Indenture Security, without the consent of the holder of each Indenture Security
so affected, or (ii) reduce the principal amount of Indenture Securities of any
series, the holders of which are required to consent to any such supplemental
indenture, without the consent of the holders of all Indenture Securities of
such series outstanding thereunder. (Sections 10.01 and 10.02)
-13-
Default and Certain Rights on Default: The Indenture provides
that the Trustee or the holders of 25% or more in aggregate principal amount of
Indenture Securities of a series outstanding thereunder may declare the
principal of all Indenture Securities of such series to be due and payable
immediately, if any Event of Default with respect to such series of Indenture
Securities shall occur and be continuing. However, if all defaults with respect
to Indenture Securities of such series (other than non-payment of accelerated
principal) are cured, the holders of a majority in aggregate principal amount of
the Indenture Securities of such series outstanding thereunder may waive the
default and rescind the declaration and its consequences. Events of Default with
respect to a series of Indenture Securities include (unless specifically deleted
in the supplemental indenture or Board Resolution under which such series of
Indenture Securities is issued, or modified in any such supplemental indenture):
(i) failure to pay interest when due on any Indenture Security of
such series, continued for 30 days;
(ii) failure to pay principal or premium, if any, when due on any
Indenture Security of such series;
(iii) failure to perform any other covenant of Con Edison in the
Indenture or the Indenture Securities of such series (other
than a covenant included in the Indenture or the Indenture
Securities solely for the benefit of series of Indenture
Securities other than such series), continued for 60 days
after written notice from the Trustee or the holders of 25% or
more in aggregate principal amount of the Indenture Securities
of such series outstanding thereunder;
(iv) certain events of bankruptcy, insolvency or reorganization;
and
(v) any other Event of Default as may be specified for such
series. (Section 6.01)
The Indenture provides that the holders of a majority in
aggregate principal amount of the Indenture Securities of any series outstanding
thereunder may, subject to certain exceptions, direct the time, method and place
of conducting any proceeding for any remedy available to, or exercising any
power or trust conferred upon, the Trustee with respect to Indenture Securities
of such series and may on behalf of all holders of Indenture Securities of such
series waive any past default and its consequences with respect to Indenture
Securities of such series, except a default in the payment of the principal of
or premium, if any, or interest on any of the Indenture Securities of such
series. (Section 6.06)
Holders of Indenture Securities of any series may not
institute any proceeding to enforce the Indenture unless the Trustee thereunder
shall have refused or neglected to act for 60 days after a request and offer of
satisfactory indemnity by the holders of 25% or more in aggregate principal
amount of the Indenture Securities of such series outstanding thereunder, but
the right of any holder of Indenture Securities of any series to enforce payment
of principal of or premium, if any, or interest on the holder's Indenture
Securities when due shall not be impaired. (Section 6.04)
-14-
The Trustee is required to give the holders of Indenture
Securities of any series notice of defaults with respect to such series (Events
of Default summarized above, exclusive of any grace period and irrespective of
any requirement that notice of default be given) as to which it has received
written notice within 90 days after the happening thereof, unless cured before
the giving of such notice, but, except for defaults in payments of principal of,
premium, if any, or interest on the Indenture Securities of such series, the
Trustee may withhold notice if and so long as it determines in good faith that
the withholding of such notice is in the interests of such holders. (Section
6.07)
Con Edison is required to deliver to the Trustee each year an
Officers' Certificate stating whether such officers have obtained knowledge of
any default by Con Edison in the performance of certain covenants and, if so,
specifying the nature thereof. (Section 4.06)
Concerning the Trustee: The Indenture provides that the
Trustee shall, prior to the occurrence of any Event of Default with respect to
the Indenture Securities of any series and after the curing or waiving of all
Events of Default with respect to such series which have occurred, perform only
such duties as are specifically set forth in the Indenture and no implied
covenants or obligations shall be read into the Indenture against the Trustee.
During the existence of any Event of Default with respect to the Indenture
Securities of any series, the Trustee shall exercise such of the rights and
powers vested in it under the Indenture with respect to such series and use the
same degree of care and skill in their exercise as a prudent man would exercise
or use under the circumstances in the conduct of his own affairs. (Section 7.01)
-15-
The Trustee may acquire and hold Indenture Securities and,
subject to certain conditions, otherwise deal with Con Edison as if it were not
Trustee under the Indenture. (Section 7.04)
JPMorgan Chase Bank, which is the Trustee under the Indenture,
is a participating bank under Con Edison's revolving credit agreements, and is a
depository for funds and performs other services for, and transacts other
banking business with, Con Edison in the normal course of business.
Satisfaction and Discharge of Indenture; Defeasance: The
Indenture may be discharged upon payment of the principal of, premium, if any,
and interest on all the Indenture Securities and all other sums due under the
Indenture. In addition, the Indenture provides that if, at any time after the
date of the Indenture, Con Edison, if so permitted with respect to Indenture
Securities of a particular series, shall deposit with the Trustee, in trust for
the benefit of the holders thereof, (i) funds sufficient to pay, or (ii) such
amount of obligations issued or guaranteed by the United States of America as
will, or will together with the income thereon without consideration of any
reinvestment thereof, be sufficient to pay all sums due for principal of,
premium, if any, and interest on the Indenture Securities of such series, as
they shall become due from time to time, and certain other conditions are met,
the Trustee shall cancel and satisfy the Indenture with respect to such series
to the extent provided therein. (Sections 12.01 and 12.02) The prospectus
supplement describing the Indenture Securities of such series will more fully
describe the provisions, if any, relating to such cancellation and satisfaction
of the Indenture with respect to such series.
Reports Furnished Securityholders: Con Edison will furnish the
holders of Indenture Securities copies of all annual financial reports
distributed to its stockholders generally as soon as practicable after the
mailing of such material to the stockholders. (Section 4.07)
-16-
DESCRIPTION OF PREFERRED SHARES
Con Edison's authorized capital stock includes 6,000,000 Preferred Shares,
of which no shares have been issued. Con Edison's Board of Directors is
authorized from time to time to issue the Preferred Shares as Preferred Shares
of any series and, in connection with the creation of each such series, to fix
by the resolution or resolutions providing for the issuance thereof the number
of shares of such series and the designations, relative rights, preferences and
limitations (including dividend, liquidation and voting rights, preferences and
limitations) of such series to the full extent permitted by the law of the State
of New York, except that holders of the Preferred Shares shall not be entitled
to more than one vote for each Preferred Share held. Reference is made to the
prospectus supplement relating to the series of Preferred Shares offered for the
number of shares, designations, relative rights, preferences and limitations of
such series.
DESCRIPTION OF COMMON SHARES
Con Edison's authorized capital stock consists of 500,000,000 Common
Shares, of which 213,485,279 shares were issued and outstanding as of September
30, 2002, and the Preferred Shares discussed above under "Description of
Preferred Shares."
The following description of the Common Shares does not purport to
be complete and is subject to, and qualified in its entirety by reference to Con
Edison's Restated Certificate of Incorporation.
Dividends. Subject to any prior rights of Preferred
Shares (if any should become outstanding), Common Shares
are entitled to dividends when, as and if declared by Con Edison's Board of
Directors, and Con Edison may purchase or otherwise acquire outstanding Common
Shares out of funds legally available therefor.
Liquidation Rights. Subject to any prior rights of
Preferred Shares (if any should become outstanding), upon liquidation of Con
Edison, any remaining net assets of Con Edison are distributable pro rata to
the holders of Common Shares.
Voting Rights. Holders of Common Shares are entitled to
one vote for each share. There are no cumulative voting rights. Holders of
Preferred Shares shall have no voting rights unless, in connection with the
issuance of Preferred Shares, Con Edison's Board of Directors provides voting
rights (in which event the voting rights shall not be more than one vote for
each Preferred Share held) or unless otherwise required by law.
No Preemptive Rights. Holders of the Common Shares are
not entitled to preemptive rights.
Transfer Agent and Registrar. The transfer agent and
registrar for the Common Shares is The Bank of New York Investor Relations
Department, P.O. Box 11258, Church Street Station, New York, NY 10286-1258.
-17-
Certain provisions of Con Edison's Restated Certificate of
Incorporation and by-laws and New York law may have the effect of encouraging
persons considering unsolicited tender offers or unilateral takeover proposals
for Con Edison to negotiate with the Board of Directors and could thereby have
an effect of delaying, deferring or preventing a change in control of Con
Edison. These provisions include:
Authorized But Unissued Shares. As of September 30, 2002, 286,514,721
Common Shares and 6,000,000 Preferred Shares were authorized but unissued. Such
shares could be issued without stockholder approval in transactions that might
prevent or render more difficult or costly the completion of a takeover
transaction. In this regard, Con Edison's Restated Certificate of Incorporation
grants the Board of Directors, broad corporate power to establish the rights and
preferences of preferred stock, one or more classes or series of which could be
issued which would entitle holders to exercise rights which could have the
effect of impeding a takeover, including rights to convert or exchange the stock
into Common Shares or other securities or to demand redemption of the stock at a
specified price under prescribed circumstances related to a change of control.
Advance Notice By-law. Under Con Edison's by-laws, written notice of
any proposal to be presented by any stockholder or any person to be nominated by
any stockholder for election as a director must be received by Con Edison's
Secretary at Con Edison's principal executive offices not less than 70 nor more
than 90 days prior to the anniversary of the preceding year's annual meeting;
provided, however, that if the date of the annual meeting as first publicly
announced or disclosed (in a public filing or otherwise) is less than 80 days
prior to the date of the meeting, such notice shall be given not more than ten
days after such date is first so announced or disclosed.
Section 912. Con Edison is subject to Section 912 of the New York
Business Corporation Law. Accordingly, Con Edison may not engage in a business
combination, such as a merger, consolidation, recapitalization, asset sale or
disposition of stock, with any "interested shareholder" for a period of five
years from the date that the interested shareholder first became an interested
shareholder unless:
o the business combination, or the acquisition of stock that resulted in
the interested shareholder first becoming an interested shareholder,
was approved by Con Edison's Board of Directors prior to the interested
shareholder becoming an interested shareholder;
o the business combination is approved by the disinterested shareholders
at a meeting of Con Edison's shareholders called no earlier than five
years after the date that the interested shareholder first became an
interested shareholder; or
o the business combination meets certain "fair price" valuation
requirements.
An "interested shareholder" is any person that is the beneficial
owner of 20% or more of the outstanding voting stock of Con Edison or is an
affiliate or associate of Con Edison that at any time during the prior five
years was the beneficial owner, directly or indirectly, of 20% or more of the
then outstanding voting stock of Con Edison.
-18-
PLAN OF DISTRIBUTION
Con Edison will offer the Securities through one or more
underwriters. The names of the managing underwriter or underwriters and any
other underwriters, and the terms of the transaction, including compensation of
the underwriters and dealers, if any, will be set forth in the prospectus
supplement relating to the offering of the Securities. Only underwriters named
in a prospectus supplement will be deemed to be underwriters in connection with
the Securities described therein. Firms not so named will have no direct or
indirect participation in the underwriting of such Securities, although such a
firm may participate in the distribution of such Securities under circumstances
entitling it to a dealer's commission. It is anticipated that any underwriting
agreement pertaining to any Securities will (1) entitle the underwriters to
indemnification by Con Edison against certain civil liabilities under the
Securities Act of 1933, as amended, or to contribution for payments the
underwriters may be required to make in respect thereof, (2) provide that the
obligations of the underwriters will be subject to certain conditions precedent,
and (3) provide that the underwriters generally will be obligated to purchase
all such Securities if any are purchased. The underwriters or affiliated
companies may engage in transactions with, or perform services for, Con Edison
and its affiliates in the ordinary course of business.
In connection with an offering made hereby, the underwriters
may purchase and sell the Securities in the open market. These transactions may
include over-allotment and stabilizing transactions and purchases to cover short
positions created by the underwriters in connection with an offering.
Stabilizing transactions consist of certain bids or purchases for the purpose of
preventing or delaying a decline in the market price of the Securities, and
short positions created by the underwriters involve the sale by the underwriters
of more Securities than they are required to purchase from Con Edison. The
underwriters also may impose a penalty bid, whereby selling concessions allowed
to broker-dealers in respect of the Securities sold in the offering may be
reclaimed by the underwriters if such Securities are repurchased by the
underwriters in stabilizing or covering transactions. These activities may
stabilize, maintain or otherwise affect the market price of the Securities,
which may be higher than the price that might otherwise prevail in the open
market; and these activities, if commenced, may be discontinued at any time.
These transactions may be affected in the over-the-counter market or otherwise.
The anticipated date of delivery of the Securities will be as
set forth in the prospectus supplement relating to the offering of the
Securities.
LEGAL MATTERS
The validity of the Securities and certain other related legal
matters will be passed upon for Con Edison by Peter A. Irwin, Esq., Vice
President - Legal Services of Con Edison's principal subsidiary, Con Edison of
New York, acting as counsel for Con Edison. Certain legal matters in connection
with the Debt Securities will be passed upon for the underwriters by Dewey
Ballantine LLP, 1301 Avenue of the Americas, New York, New York 10019-6092.
Dewey Ballantine LLP has from time to time performed legal services for
affiliates of Con Edison.
-19-
EXPERTS
The consolidated financial statements incorporated in this
prospectus by reference to Con Edison 's Annual Report on Form 10-K for the year
ended December 31, 2001, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
-20-
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Expenses payable by Registrant for the sale of the Securities
are estimated as follows:
Securities and Exchange Commission
registration fee..................................................... $46,000
Printing costs......................................................... 40,000
Services of independent accountants.................................... 80,000
Fees and expenses of Trustee .......................................... 40,000
Rating agency fees .................................................... 200,000
Stock exchange listing fees ........................................... 50,000
Miscellaneous.......................................................... 44,000
Total ...............................................................$500,000
---------------
Item 15. 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, subject to certain limitations, for liabilities and expenses in
connection with actions or proceedings involving them in such capacity .
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 results 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.
II-1
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 and, except in
the case of an action or proceeding specifically approved by the Board of
Directors of the Registrant, the Registrant shall pay expenses incurred by or on
behalf of such person in defending such action or proceeding or any appeal
thereof in advance of the final disposition thereof promptly upon receipt by the
Registrant, from time to time, of a written demand of the person for the
advancement, together with an undertaking by or on behalf of the person to repay
any expenses so advanced to the extent that the person is ultimately found not
to be entitled to indemnification for the expenses.
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. Pursuant to Section 726 of the NYBCL, no
insurance payment, other than cost of defense, may 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act"), may be permitted to directors, officers and
controlling persons of Registrant pursuant to the foregoing provisions, or
otherwise, Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a director, officer or controlling person of
Registrant in the successful defense of any action, suit or proceeding) is
asserted against Registrant by such director, officer or controlling person in
connection with the securities being registered, 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 Act and will
be governed by the final adjudication of such issue.
II-2
Section 6 of Registrant's Underwriting Agreement Basic Provisions, dated
October 25, 2001 (Exhibit 1.2 to this Registration Statement) provides for
indemnification of the Registrant's directors and officers who signed the
Registration Statement by the underwriters against certain liabilities which
might arise under the Act or otherwise from certain written information
furnished to Registrant by or on behalf of the underwriters.
Item 16. List of Exhibits.
See "Index to Exhibits" on page II- 5.
II-3
Item 17. 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 (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) See the penultimate paragraph of Item 15.
II-4
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-3 and has duly caused this 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 19th day of
December, 2002.
Consolidated Edison, Inc.
By /s/ JOAN S. FREILICH
Joan S. Freilich
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
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* Executive Vice President and Chief
Financial Officer and Director
(Principal Financial Officer)
Edward J. Rasmussen* Vice President and Controller
(Principal Accounting Officer)
George Campbell, Jr.* Director
Vincent A. Calarco* Director
Gordon J. Davis* Director
Michael J. DelGiudice* Director
Ellen V. Futter* Director
Sally Hernandez-Pinero* Director
Peter W. Likins* Director
Frederic V. Salerno* Director
Richard A. Voell* Director
Stephen R. Volk* Director
---------------
* 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 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.
/s/ JOAN S. FREILICH
December 19, 2002 Joan S. Freilich
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
1.1 - Form of Underwriting Agreement. (Incorporated by reference
to Exhibit 1.1 to Registration Statement No. 333-72264.)
1.2 - Underwriting Agreement Basic Provisions, dated October 25,
2001. (Incorporated by reference to Exhibit 1.2 to
Registration Statement No. 333-72264.)
4.1 - Indenture, dated as of April 1, 2002, between Consolidated
Edison, Inc. ("Con Edison ") and JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as Trustee.
4.2 - Restated Certificate of Incorporation of Con Edison.
(Incorporated by reference to Exhibit 3.1 to Registration
Statement No. 333-39165.)
5 - Opinion and consent of Peter A. Irwin, Esq.,
Vice President - Legal Services of Con Edison's
principal subsidiary, Con Edison of New York.
12.1 - Schedule of computation of ratio of earnings to fixed charges
for the years ended December 31, 2001, 2000, 1999,
1998 and 1997. (Incorporated by reference to Exhibit 12.1
to Con Edison's Annual Report on Form 10-K for the year
ended December 31, 2001 -- Commission File No. 1-14514.)
12.2 - Schedule of computation of ratio of earnings to fixed charges
for the nine and twelve month periods ended September
30, 2002. (Incorporated by reference to Exhibit 12.1 to
Con Edison's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2002 -- Commission File No. 1-14514.)
12.3 Schedule of computation of ratio of earnings to fixed
charges and preferred stock dividend requirements for the nine
month period ended September 30, 2002 and the years ended
December 31, 2001, 2000, 1999, 1998, and 1997.
23.1 - Consent of PricewaterhouseCoopers LLP.
23.2 - Consent of Peter A. Irwin, Esq., Vice President - Legal
Services of Con Edison's principal subsidiary, Con Edison of
New York (included as part of Exhibit 5).
24 - Powers of Attorney.
25 - Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as Trustee.