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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: December 12, 1997
Exact Name of
Commission Registrant IRS Employer Registrants'
File as Specified State of Identification Telephone
Number in its Charter Incorporation Number Number
1- ____ Consolidated Edison,Inc. New York 13-3965100 212-460-3900
1- 1217 Consolidated Edison New York 13-5009340 212-460-4600
Company of New York, Inc.
4 Irving Place, New York, NY 10003
(Address of principal executive offices)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
Holding Company Structure Implemented
At a special meeting of the shareholders of Consolidated Edison Company of
New York, Inc. ("CECONY"), held on December 12, 1997, it was resolved, by the
vote of more than two-thirds of the shareholders entitled to vote thereon, to
adopt an Agreement and Plan of Exchange, between CECONY and Consolidated Edison,
Inc. ("CEI"). Effective January 1, 1998, pursuant to the Agreement and Plan of
Exchange, the outstanding shares of Common Stock ($2.50 par value) of CECONY
were exchanged automatically on a share-for-share basis (the "Share Exchange")
for the shares of Common Shares ($.10 par value) of CEI, and CEI thereby became
the holding company for CECONY. The preferred stock and debt of CECONY were not
exchanged and remain securities of CECONY.
The CEI Common Shares issued pursuant to the Share Exchange were
registered under the Securities Act of 1933 pursuant to CEI's Registration
Statement on Form S-4 (No. 333-39164, declared effective October 31, 1997).
Reference is made to the Proxy Statement and Prospectus of CEI and CECONY
included in the Registration Statement (the "Prospectus") for additional
information about this transaction.
Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934 (the
"Exchange Act") , CEI Common Shares are deemed to be registered under Section
12(b) of the Exchange Act. CEI Common Shares were approved for listing on the
New York Stock Exchange. The description of the CEI Common Shares contained
under the caption "Proposal No. 1- The Holding Company Proposal- Holding Company
Capital Stock" in the Prospectus is incorporated by reference herein.
CECONY Common Stock was registered pursuant to Section 12(b) of the
Securities Exchange Act of 1934 and listed on the New York and Chicago Stock
Exchanges and the Pacific Exchange. CECONY is delisting the CECONY Common Stock
from these exchanges and filing a Form 15 with the Securities and Exchange
Commission to terminate the registration under the Exchange Act of the CECONY
Common Stock.
$1 Billion Share Repurchase
On December 12, 1997, the Board of Directors of CEI and the Board of
Trustees of CECONY authorized the repurchase of up to aggregate amount of $1
billion of CEI Common Shares ($.10 par value), subject to New York State Public
Service Commission ("PSC") approval and market conditions. The PSC is expected
to act on the repurchase during the first quarter of 1998.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) Exhibits - See Exhibit Index.
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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: Joan S. Freilich
Joan S. Freilich
Senior Vice President and
Chief Financial Officer
CONSOLIDATED EDISON COMPANY
OF NEW YORK, INC.
By: Joan S. Freilich
Joan S. Freilich
Senior Vice President and
Chief Financial Officer
DATE: January 2, 1998
INDEX TO EXHIBITS
SEQUENTIAL
EXHIBIT NUMBER AT WHICH
NO. DESCRIPTION EXHIBIT BEGINS
99.1. -- Agreement and Plan of Exchange.
(Incorporated by reference to Exhibit A
to the Proxy Statement and Prospectus in
Part I of Registration Statement on Form
S-4 of Consolidated Edison, Inc. ("CEI")
(No. 333-39164).)
99.2 -- Restated Certificate of Incorporation
of CEI. (Incorporated by reference
to Exhibit B to the Proxy Statement and
Prospectus in Part I of Registration Statement
on Form S-4 of CEI (No. 333-39164).)
99.3 -- By-laws of CEI. (Incorporated by
reference to Exhibit C to the Proxy Statement
and Prospectus in Part I of Registration
Statement on Form S-4 of CEI (No. 333-39164).)