Registration No. 333-______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
THE CONSOLIDATED EDISON, INC. LONG TERM INCENTIVE PLAN
THE CONSOLIDATED EDISON, INC. SENIOR EXECUTIVE RESTRICTED STOCK AWARDS
(Full title of Plans)
PETER A. IRWIN, ESQ.
Vice President - Legal Services
Consolidated Edison Company of New York, Inc.
4 Irving Place
New York, New York 10003
(Name and address of agent for service)
(212) 460-4600
(Telephone number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
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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 Share (2) Offering Price (2)
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Common Shares 10,500,000 $40.125 $421,312,500 $34,084
($.10 par value) shares(1)
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of shares of
Registrant's Common Shares ($.10 par value) as may be offered, issued or
issuable as a result of the provisions of the above-listed plans relating to
the prevention of dilution resulting from stock splits, stock dividends or
similar transactions.
(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of determining the registration fee based on the
average of the high and low prices on September 12, 2003 for Common Shares
($.10 par value) of Consolidated Edison, Inc., as reported in the
consolidated reporting system.
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PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
*Item 1. Plan Information.
*Item 2. Registrant Information and Employee Plan Annual Information.
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*The information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 and note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below filed with the Securities and Exchange
Commission by Registant are incorporated by reference in this Registration
Statement and all documents filed by Registrant pursuant to 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, on or after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered pursuant
to this Registration Statement have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents; provided, however, any information furnished under
Item 9 or Item 12 of any Current Report on Form 8-K is not incorporated by
reference in this Registration Statement.
o Registrant's Annual Report on Form 10-K for the year ended December 31, 2002;
o Registrant's Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 2003 and June 30, 2003;
o Registrant's Current Reports on Form 8-K, dated January 16, 2003, April 17,
2003, May 19, 2003, May 22, 2003, June 24, 2003, July 16, 2003 and July 22,
2003; and
o The description of Registrant's Common Shares ($.10 par value) contained
under the caption "Proposal No. 1- The Holding Company Proposal- Holding
Company Capital Stock" in the prospectus included in Registrant's
Registration Statement on Form S-4 (No. 333-39164), and any other amendment
or report filed for the purpose of updating such description.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the common shares and certain other related legal matters
will be passed upon for Registrant by Peter A. Irwin, Esq., Vice President -
Legal Services of Registrant's principal subsidiary, Consolidated Edison Company
of New York, Inc., acting as counsel for Registrant. Mr. Irwin beneficially owns
and has options to purchase shares of Registrant's common shares. He is also
eligible to participate in various employee benefit plans offered to officers
and employees of Consolidated Edison Company of New York, Inc.
Item 6. 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.
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.
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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.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. List of Exhibits.
See Exhibit Index.
Item 9. 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
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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 last paragraph of Item 6 of this Registration Statement.
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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-8 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 18th day of
September, 2003.
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)
Vincent A. Calarco* Director
George Campbell, Jr.* Director
Gordon J. Davis* Director
Michael J. Del Giudice* Director
Ellen V. Futter* Director
Sally Hernandez-Pinero* Director
Peter W. Likins* Director
Frederic V. Salerno* Director
Richard A. Voell* Director
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* 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
September 18, 2003 Joan S. Freilich
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
3.1 - Restated Certificate of Incorporation of Registrant. (Designated
in the Registration Statement on Form S-4 of Con Edison
(No. 333-39164) as Exhibit 3.1).
3.2 - By-laws of Registrant, effective as of June 23, 1998.
(Designated in Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 1998 (File No. 1-14514)
as Exhibit 3.2.1).
5 - Opinion and consent of Peter A. Irwin, Esq., Vice President of
Legal Services of Registrant's principal subsidiary,
Consolidated Edison Company of New York, Inc.
10.1 - The Consolidated Edison, Inc. Long Term Incentive Plan.
(Designated in Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2003 (File No. 1-14514)
as Exhibit 10.1.1).
10.2 - The Consolidated Edison, Inc. Senior Executive Restricted Stock
Awards pursuant to Employment Agreements.
(Designated in Registrant's Annual Report on Form 10-K for
the year ended December 31, 2002 (File No. 1-14514)
as Exhibits 10.1.2 and 10.1.3).
23.1 - Consent of PricewaterhouseCoopers LLP.
23.2 - Consent of Peter A. Irwin, Esq., Vice President, Legal Services
(included as part of Exhibit 5).
24 - Powers of Attorney.