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: May 16, 2003
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
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
In 2001, Consolidated Edison, Inc. ("Con Edison") sued Northeast Utilities to
recover damages for its breach of their merger agreement. Northeast Utilities
alleges that Con Edison breached the merger agreement and is pursuing a
counter-claim against Con Edison for damages in excess of $1.2 billion. For
information about these legal proceedings, see Note F to the Con Edison
financial statements included in Part I, Item 1 of Con Edison's Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2003.
On May 16, 2003, a purported class action lawsuit alleging breach of the merger
agreement was filed against Con Edison in New York County Supreme Court on
behalf of Northeast Utilities shareholders. The complaint, Rimkoski, et al. v.
Consolidated Edison, Inc., defines the putative class as holders of Northeast
Utilities' common stock on March 5, 2001, and alleges that the class members
were intended third party beneficiaries of the merger agreement. The complaint
seeks damages believed to be substantially duplicative of those sought by
Northeast Utilities, on behalf of its shareholders, in its counter-claim in the
litigation commenced in 2001.
Con Edison believes that Northeast Utilities has materially breached the merger
agreement, and that Con Edison has not materially breached the merger agreement.
Con Edison believes it is not obligated to acquire Northeast Utilities because
Northeast Utilities does not meet the merger agreement's conditions that
Northeast Utilities perform all of its obligations under the merger agreement.
Those obligations include the obligation that it carry on its businesses in the
ordinary course consistent with past practice; that the representations and
warranties made by it in the merger agreement were true and correct when made
and remain true and correct; and that there be no material adverse change with
respect to Northeast Utilities.
Con Edison is unable to predict whether or not any Northeast Utilities related
lawsuits or other proceedings will have a material effect on Con Edison's
financial position, results of operation or liquidity.
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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.
By:/s/ Edward J. Rasmussen
Edward J. Rasmussen
Vice President and
Controller
DATE: May 19, 2003