Series 1998 B Debentures
UNDERWRITING AGREEMENT
January 29, 1998
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: Xxxxxx X. Xxxxxxx
Vice President and Treasurer
Confirmed and Accepted as of the date hereof on behalf of itself and each other
Underwriter, if any:
Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
By: Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
SCHEDULE I
Principal Amount of
Designated Securities
Underwriter to be Purchased
Xxxxxxx Xxxxx & Co. $105,000,000
Xxxxxxx Lynch, Pierce, Xxxxxx
& Xxxxx Incorporated
Total $105,000,000
SCHEDULE II
Title of Designated Securities:
7.10% Debentures, Series 1998 B
Aggregate principal amount:
$105,000,000.
Price to Public:
Initially 99.642% of the principal amount of the Designated Securities,
plus accrued interest, if any, from February 3, 1998 to the date of
delivery, thereafter at market prices prevailing at the time of sale or at
negotiated prices.
Purchase Price by Underwriters:
99.142% of the principal amount of the Designated Securities, plus accrued
interest, if any, from February 3, 1998 to the date of delivery.
Specified funds for, and manner of, payment of purchase price:
Federal Reserve Bank check or checks payable in immediately available
funds to the order of "Consolidated Edison Company of New York, Inc."
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:
February 1, 2028.
Interest Rate:
As set forth in the prospectus supplement, dated January 29, 1998, for the
Designated Securities (the "Prospectus Supplement") to the prospectus,
dated November 7, 1997 (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. 333-39603, declared effective by
the SEC on November 7, 1997).
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 February 3, 1998.
Closing Location:
Room 1810-S at the Company, 0 Xxxxxx Xxxxx, Xxx Xxxx, XX 00000.
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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 final paragraph of the front cover of the Prospectus Supplement
3. The second paragraph and the second and third sentences of the third
paragraph of the section entitled "Underwriting" on page S-4 of the
Prospectus Supplement.
Address of Representative:
Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
World Financial Center
Xxxxx Xxxxx - 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxx Xxxxxxxxx
Captions in the Prospectus and Prospectus Supplement referred to in Section
6(c)(xi) of the Basic Provisions:
Description of Securities
Description of Debentures
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 Xxxxxx 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 January 30, 1998, 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.
