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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)
ROBERT HOGLUND
Senior Vice President and
Chief Financial Officer
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)
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. x
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. ¨
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 this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| x Large accelerated filer |
¨ Accelerated filer | |
| ¨ Non-accelerated filer (Do not check if a smaller reporting company) |
¨ Smaller reporting company |
CALCULATION OF REGISTRATION FEE
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| Title of Each Class of Securities to Be Registered |
Amount to be Registered |
Proposed Maximum Price Per Share (1) |
Proposed Maximum Offering Price (1) |
Amount of Registration Fee (2) | ||||
| Common Shares ($.10 par value) |
4,000,000 shares |
$57.92 | $231,680,000 | $29,840.38 | ||||
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| ||||||||
| (1) | Estimated in accordance with Rule 457(h) under the Securities Act of 1933 solely for the purpose of determining the registration fee based on the average of the high and low prices on October 31, 2013 for Common Shares ($.10 par value) of Consolidated Edison, Inc., as reported in the consolidated reporting system. |
| (2) | Does not include the $216.08 of filing fees previously paid associated with the 144,654 shares being “carried forward,” as permitted by Rule 429 under the Securities Act of 1933, from Registration Statement 333-157480. |
As permitted by Rule 429 under the Securities Act of 1933, the prospectus, filed as part of this Registration Statement may be used in connection with the securities covered by Registration Statement 333-157480.
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Prospectus dated November 4, 2013
CONSOLIDATED EDISON, INC.
4 Irving Place
New York, New York 10003
(212) 460-4600
Automatic Dividend Reinvestment and Cash Payment Plan
4,144,654 Common Shares ($.10 par value)
If you already participate in the Plan, you need take no action
to continue participation in the Plan under the terms described in this prospectus.
We are Consolidated Edison, Inc., a holding company that provides a wide range of energy-related services to its customers through its regulated utilities and competitive energy businesses. Our common stock (trading symbol: ED) trades on the New York Stock Exchange (“NYSE”).
Investing in our common stock involves risks.
See “Risk Factors” on page 3 of this prospectus.
This prospectus describes our Automatic Dividend Reinvestment and Cash Payment Plan (the “Plan”). Holders of record of 50 or more shares of our common stock may join the Plan. A participant may buy additional shares with the dividends that we pay on shares the participant already owns and any optional cash payments (minimum: $100 per payment; maximum: $100,000 per year) that the participant makes. There are no charges for dividend reinvestment under the Plan. A $2 transaction fee applies for each cash payment.
Computershare Trust Company, N.A. (“Computershare”) administers the Plan, buys, sells and holds shares of our common stock for participants and maintains an account for each participant to record Plan transactions. Certain administrative support will be provided to Computershare by its affiliates.
If you have any questions about your participation in the Plan, contact Computershare at the mail or Internet addresses or telephone number shown on the back cover.
We tell Computershare whether to buy shares directly from us or from others, and the price of shares to participants depends upon the source:
- if the shares are bought directly from us, the share price is the average of the high and low prices at which our common stock was sold on the previous business day as published in reports of the NYSE Composite transactions.
- if the shares are bought from others, the share price is the average price paid by Computershare to purchase shares with dividends paid on the same date or cash payments received during the same week.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved our common stock, or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
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We have not authorized any person to give any information not contained in this prospectus. You must not rely upon any unauthorized information. The information in this prospectus is correct as of the date of this prospectus, and after that date there may be changes in the information. This prospectus does not offer to sell or solicit an offer to buy securities in any jurisdiction where it is unlawful.
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We are Consolidated Edison, Inc., a holding company incorporated in New York in 1997, whose principal business operations are those of our subsidiaries:
| • | Consolidated Edison Company of New York, Inc., a regulated utility that provides electric service to approximately 3.3 million customers and gas service to approximately 1.1 million customers in New York City and Westchester County. It also provides steam service in parts of Manhattan. |
| • | Orange and Rockland Utilities, Inc., a regulated utility that, along with its regulated utility businesses, provides electric service to approximately 0.3 million customers in southeastern New York and adjacent areas of northern New Jersey and eastern Pennsylvania and gas service to over 0.1 million customers in southeastern New York and in adjacent areas of eastern Pennsylvania. |
We also have competitive energy businesses. See “Where You Can Get More Information,” below.
Investing in our common stock involves risk. Please see the risk factors described in our Annual Report on Form 10-K, for the fiscal year ended December 31, 2012, which is incorporated by reference in this prospectus. Before making an investment decision, you should carefully consider these risks as well as other information contained or incorporated by reference in this prospectus. The risks and uncertainties described are those presently known to us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations, our financial results and the value of our securities.
We tell Computershare whether to buy shares for the Plan directly from us or from others. (See “Administration,” below.) The net proceeds to be received by us when Computershare buys shares from us will be used for our general corporate purposes. We will not receive any proceeds when Computershare buys shares from others.
The question and answer presentation that follows constitutes the Plan.
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| 1. | What is the purpose of the Plan? |
The primary purpose of the Plan is to provide participants with a convenient way of buying additional shares of our common stock without paying brokerage commissions. Also, the Plan provides us with a source of funds when the shares bought by Computershare for participants are bought directly from us.
| 2. | What are some of the advantages of the Plan? |
| • | No brokerage commissions to buy shares |
| • | Convenient, automatic reinvestment of cash dividends |
| • | Optional cash payments of up to $100,000 in any calendar year are permitted, which may be made by convenient monthly electronic funds transfer |
| • | Efficient investment because fractions of shares are credited to a participant’s Plan account (as well as whole shares) earning dividends proportionate to those earned on whole shares |
| • | Share certificates may be deposited with Computershare for safekeeping |
| 3. | Are there any expenses for participants? |
Participants pay a $2 transaction fee for each optional cash payment and a service charge of $10 plus a $0.10 per share charge for sales. In addition, there is a $25 charge for any cash payments that cannot be collected due to insufficient funds. (See Question 13). There are no other charges by us or Computershare. Participants may, however, be subject to taxes under certain circumstances. (See “Federal Income Tax Information” below.)
| 4. | Who administers the Plan? |
Computershare Trust Company, N.A. (“Computershare”) administers the Plan. Computershare maintains an account for each participant to record transactions under the Plan, sends statements of account to participants, and performs the other duties necessary for the administration of the Plan. Computershare also buys and sells shares and holds share certificates for Plan participants. (See Questions 5 and 6.) If you have any questions about your participation in the Plan, contact Computershare at the mail or Internet addresses or telephone number shown on the back cover of this prospectus.
A participant who changes his or her address should notify Computershare. If Computershare does not know a participant’s current address and certain other conditions exist, the shares on which dividends are invested for the participant will be deemed abandoned and ownership of the shares will be transferred to the state of the participant’s address as last shown on Computershare’s records. To regain the shares, the participant would need to comply with that state’s procedures.
Computershare is the transfer and paying agent for our common stock.
| 5. | Who purchases and sells shares for Plan participants? |
We have appointed Computershare as the independent agent to buy and sell shares for participants under the Plan. We tell Computershare whether to buy shares directly from us or from others, and Computershare may select any broker to execute purchases from others or sales. Without notice to participants, we may appoint a bank or trust company or a broker-dealer registered under the Securities Exchange Act of 1934 that is not affiliated with us to replace Computershare as the independent agent.
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| 6. | Who will hold shares? |
Computershare is the custodian and holds shares of our common stock purchased for participants or deposited by participants for safekeeping under the Plan. (See Question 15.) The shares held by the custodian under the Plan will be registered in Computershare’s name or that of its nominee. Without notice to participants, we may appoint a bank or trust company that is not affiliated with us to replace Computershare as the custodian. A participant may withdraw the shares that Computershare is holding for the participant under the Plan. (See Question 18.)
| 7. | Who is eligible to join the Plan? |
Holders of record of 50 or more shares of our common stock are eligible to join the Plan. You are a holder of record of shares if the shares are registered in your name.
If your shares are registered in a name other than your own (such as a bank or a broker) you may become eligible to participate by having the holder of record transfer the registration of the shares to your name. Alternatively, you may be able to make arrangements with the holder of record for the holder of record to participate in the Plan on your behalf. Any related charges of the holder of record will be your responsibility.
Holders of record who are citizens or residents of a country other than the United States of America, its territories and possessions, are not eligible to participate in the Plan unless participation in the Plan would not violate any local laws of such country applicable to us or the holder.
| 8. | How does an eligible shareholder join the Plan? |
Eligible shareholders may join the Plan by submitting a completed and signed enrollment form to Computershare. Enrollment forms may be obtained from Computershare. Computershare’s mail and Internet addresses and telephone number are shown on the back cover of this prospectus.
A shareholder who is participating in the Plan as of the date of this prospectus will automatically continue to participate in the Plan on the terms described in this prospectus, unless and until the shareholder submits to Computershare a request to terminate participation in the Plan and to transfer, withdraw or sell all shares in the participant’s Plan account.
| 9. | What does the Enrollment Form provide? |
A participant’s enrollment form authorizes the purchase under the Plan of additional shares of our common stock for the participant with:
| • | all cash dividends paid by us on shares held for a participant by Computershare under the Plan; |
| • | all cash dividends paid by us on all shares of our common stock held of record by the participant, unless otherwise specified on the enrollment form; and |
| • | cash payments submitted by the participant. |
A participant (in lieu of reinvesting the dividends on all shares held of record by the participant) may specify on his or her enrollment form a number of shares, not less than 50 shares, held of record by the participant on which dividends are authorized to be reinvested. Subsequent increases or decreases in the number of shares held of record by the participant will not affect the number specified unless (1) the number of shares held of record by the participant falls below the number specified, in which case the dividends on all shares held of record by the participant will be invested until such time, if any, that the number of shares held of record by
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the participant increases to the number specified originally, or (2) the number of the participant’s shares of our common stock (whether held of record by the participant or held for the participant by Computershare under the Plan) on which dividends are reinvested is below 50 shares at any time, in which case the participation of the participant in the Plan may be terminated and the participant’s Plan account distributed in the same manner as if the participant had requested to sell all shares from the account. (See Question 19.)
A participant who wishes to change the number of shares of our common stock held of record by the participant on which dividends will be reinvested, should submit a new enrollment form to Computershare. If the new enrollment form is received by Computershare on or before the record date established for payment of a particular dividend, the new enrollment form will be effective for that dividend. (See Question 12.)
| 10. | Are there any restrictions on the amount a participant may invest under the Plan? |
Yes. While there is no restriction on the amount of cash dividends that a participant may invest under the Plan, optional cash payments are limited. Any cash payments submitted by a participant may not be less than $100 per payment nor more than $100,000 in any calendar year.
| 11. | What is the source of the shares purchased under the Plan? |
We tell Computershare whether to buy the shares directly from us or from others. The price of shares to participants depends on the source. (See Question 14.) We may change the source not more than once in any three-month period.
Shares bought directly from us will either be authorized but previously unissued shares or treasury shares held by us or our subsidiaries.
Shares bought from others may be purchased, in one or more transactions, on any securities exchange on which shares of our common stock are traded, in the over-the-counter market or in negotiated transactions with parties not affiliated with us, at current market prices and on such terms as Computershare may determine to be in the best interests of the participants. Brokerage commissions that we pay when Computershare buys shares from others are considered income to the participant. (See “Federal Income Tax Information” below.)
| 12. | How are cash dividends reinvested under the Plan? |
If a participant’s enrollment form is received by Computershare on or before the record date established for payment of a particular dividend, reinvestment of dividends for that participant will begin with that dividend payment. If the enrollment form is received by Computershare after the record date for a particular dividend, that dividend will be paid in cash and reinvestment of dividends will commence with the following dividend payment. The dividend record date on our common stock is ordinarily about one month prior to the dividend payment date. Cash dividends on our common stock have historically been paid on the 15th day of March, June, September and December.
Cash dividends will be invested not more than 5 business days after the dividend is paid; no interest will be paid to participants on dividends held pending investment.
The number of shares to be added to a participant’s Plan account with respect to a particular dividend payment will be determined by dividing the amount of the cash dividends being invested on behalf of the participant by the price of the shares, including fractions of a share computed to four decimal places. (See Question 14.)
If a participant has not certified to Computershare that the participant is not subject to Federal income tax backup withholding and that the participant’s taxpayer identification number is correct, a tax on the dividends paid on the participant’s shares will be withheld and submitted to the Internal Revenue Service. For such
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participants, the amount reinvested will equal the dividend payment less the withholding tax. (See “Federal Income Tax Information” below.) A form for use by participants in making the required certification may be obtained from Computershare. Computershare’s mail and Internet addresses and telephone number are shown on the back cover of this prospectus.
| 13. | How are cash payments invested under the Plan? |
A participant may make cash payments of not less than $100 per payment nor more than $100,000 in any calendar year. Participants pay a $2 transaction fee for each optional cash payment.
A cash payment may be made upon enrollment in the Plan.
Following enrollment in the Plan, a participant may make a cash payment by submitting to Computershare a check payable to “Computershare/ConEd” along with written instructions to use the payment to purchase shares of our common stock for a participant’s Plan account. A form for use in making cash payments will be attached to the statements of account sent by Computershare to participants. A participant also may make a cash payment through the “Investor Centre” section of Computershare’s Internet website: www.computershare.com/investor.
In addition, a participant may contact Computershare to arrange for cash payments to be submitted by the participant to Computershare by monthly electronic funds transfer from the participant’s designated account at any qualified financial institution that participates in the Automated Clearing House. Fund transfers are made on the 25th day of each month, or if such date is not a business day, on the next business day. Fund transfers for a participant will continue until you notify Computershare to change or discontinue them. You must notify Computershare at least seven business days prior to the date of the fund transfer for any change to be effective.
Cash payments will be invested weekly by Computershare; no interest will be paid to participants on cash payments held pending investment. There is no obligation to make a cash payment.
The number of shares to be added to a participant’s Plan account with respect to a cash payment will be determined by dividing the cash payment by the price of the shares, including fractions of a share computed to four decimal places. (See Question 14.)
If a cash payment submitted by a participant cannot be collected by Computershare because the participant’s check is returned unpaid or an authorized electronic funds transfer is rejected, the participant will be charged $25. In addition, shares in the participant’s Plan account will be sold to the extent necessary to pay the $25 charge, the sales charges related to the sale (see Question 3) and to reimburse Computershare for any amounts expended to purchase shares that were added to the participant’s account in connection with the payment.
| 14. | What will be the price to participants for shares purchased under the Plan? |
The price to participants for shares of our common stock bought by Computershare under the Plan will depend on the source of the shares. (See Question 11.) Neither we nor Computershare can guarantee that the shares will be purchased at any particular price.
If the shares are bought directly from us, the share price to participants is the average of the high and low prices at which our common stock was sold on the previous business day as published in reports of the NYSE Composite transactions.
If the shares are bought from others, the share price is the average price paid by Computershare to purchase shares with dividends paid on the same date or cash payments received during the same week, as the case may be.
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| 15. | Can shares not purchased under the Plan be deposited for safekeeping? |
A participant may deposit for safekeeping by Computershare shares of our common stock that were not purchased under the Plan, provided that the shares to be deposited are registered in the participant’s name, or if such shares are registered in another name, the participant has satisfied the requirements for transfer of such shares. (See Question 17.)
Participants depositing shares for safekeeping should deliver the shares, along with a letter requesting safekeeping, to Computershare at the following address:
Computershare Trust Company, N.A.
P. O. Box 43006
Providence, RI 02940-3006
The use of registered mail with return receipt requested, properly insured, is recommended.
Registration of the shares deposited for safekeeping will be transferred to the name of Computershare or that of its nominee and credited to the participant’s Plan account. Shares deposited by a participant will be treated in the same manner as shares purchased under the Plan by the participant, and all cash dividends on the deposited shares will be used to purchase additional shares for the participant.
TRANSFERS, WITHDRAWALS AND SALES
| 16. | How do transfers, withdrawals and sales affect participation in the Plan? |
Transfers, withdrawals and sales of shares held for a participant by Computershare reduce the number of shares in the participant’s Plan account but, except as described in the next paragraph, do not otherwise affect participation in the Plan. Unless the participant submits to Computershare a written request to terminate participation in the Plan, cash dividends on any shares remaining in the participant’s Plan account and any cash payments submitted by the participant will continue to be used to purchase shares and cash dividends on any shares of our common stock held of record by the participant (including any shares withdrawn by the participant) will continue to be reinvested in accordance with the participant’s most recent enrollment form. (See Question 9.) A form for use in terminating participation will be attached to the statements of account sent by Computershare to participants.
If a participant, following a transfer, withdrawal or sale, will have less than 50 shares on which dividends are reinvested (whether held of record by the participant or held for the participant by Computershare under the Plan), the participation of the participant in the Plan may be terminated and the shares remaining in the participant’s Plan account distributed in the same manner as if the participant had requested to sell all shares from the account. (See Question 19.)
Sales or transfers of shares will be subject to any applicable transfer or withholding taxes (See “Federal Income Tax Information” below) and the appropriate fees will be deducted to cover processing costs for the sale of shares.
| 17. | How does a participant transfer shares held under the Plan? |
A participant may transfer ownership of shares held for the participant by Computershare under the Plan to another participant or, provided the person is eligible to join the Plan (see Question 7), to a person that wants to join the Plan. To effect the transfer, Computershare will transfer shares from the participant’s Plan account and to the transferee’s Plan account. The transferor and transferee will each receive a statement showing the number of shares transferred. The transferred shares will be treated in the same manner as if purchased under the Plan by the transferee, and all cash dividends on the transferred shares will be used to purchase additional shares under the Plan.
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A participant may also transfer ownership of whole shares in the participant’s Plan account to a person that is not eligible to join the Plan or does not want the shares to be held by Computershare provided that the participant also requests to withdraw the shares. (See Question 18.) To effect the transfer, Computershare will transfer shares from the participant’s Plan account and deliver the shares to the transferee.
No transfer will be made unless and until the participant has complied with all applicable requirements.
To transfer shares, a participant must submit to Computershare an assignment of the shares in form and substance satisfactory to Computershare. The transfer will be subject to the same requirements as applicable to the transfer of securities generally, including the requirement of a medallion signature guarantee. Further information about current transfer requirements is available through the “Transfer Wizard” section of Computershare’s Internet website: www.computershare.com/transferwizard.
| 18. | How does a participant withdraw shares held under the Plan? |
A participant may withdraw shares held for the participant by Computershare under the Plan by submitting to Computershare a request to withdraw the shares. A form for use in withdrawing shares will be attached to the statements of account sent by Computershare to participants. A participant also may request to withdraw shares through the “Investor Centre” section of Computershare’s Internet website: www.computershare.com/investor.
If a participant requests to withdraw shares held for the participant by Computershare under the Plan, unless the participant requests otherwise, the shares will be withdrawn from the participant’s Plan account and maintained by Computershare as transfer agent for the Company’s common stock under the direct registration system. If requested by the participant, Computershare will instead have the withdrawn shares delivered to a brokerage account under the direct registration system or send the participant certificates for the whole shares and, in either case, will sell any fraction of a share in the same manner as if the participant had requested shares to be sold. (See Question 19.) Certificates for fractions of shares will not be issued under any circumstances. Computershare’s mail and Internet addresses and telephone number are shown on the back cover of this prospectus.
Unless a transfer is also requested by a participant, shares withdrawn by the participant will be issued in the name in which the participant’s Plan account is maintained. (See Question 17.)
Shares held for a participant under the Plan may not be pledged. A participant who wishes to pledge shares held under the Plan must first withdraw the shares.
| 19. | How does a participant sell shares held under the Plan? |
A participant may sell all shares or a specified number, not less than 100, of shares of our common stock held for the participant by Computershare under the Plan by submitting to Computershare a request to sell the shares. A form for use in selling shares will be attached to the statements of account Computershare will send to participants. Participants pay a service charge of $10 plus a $0.10 per share charge for sales.
The aggregate net proceeds of each sale will be allocated among each selling participant based on the number of shares sold that are attributable to the participant and the average sales prices, commission and transfer tax. The payment to a participant may also be subject to the Federal backup withholding tax.
Neither we nor Computershare can guarantee that shares will be sold on any specific day or at any specific price.
The market price of our common stock will vary, and could fall during the period between a participant’s submitting his or her request to sell stock in the participant’s Plan account and the sale of the common stock. A participant who wants more control over the price and timing of the sale should withdraw the shares to be sold from his or her Plan account (See Question 18) and then sell the shares through his or her broker.
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STOCK DIVIDENDS, STOCK SPLITS OR RIGHTS OFFERINGS
| 20. | What happens to stock dividends, stock splits and stock rights? |
Any stock dividends or split shares distributed by us on shares on which dividends are reinvested for a participant under the Plan will be added to the participant’s Plan account, and all cash dividends on the new shares will be used to purchase additional shares for the participant. No certificate for the new shares will be issued unless the participant requests to withdraw shares held for the participant under the Plan in certificated form. (See Question 18.)
In the event of a rights offering, Computershare will promptly sell all rights attributable to shares held under the Plan and invest the proceeds in shares of our common stock for participants in the same manner as in the case of investment of cash payments. (See Question 13.) The number of shares to be added to a participant’s Plan account will be determined by dividing the net proceeds from the sale of rights attributable to shares in the account by the price of the shares purchased. (See Question 14.) A participant who wishes to exercise the rights should withdraw shares held for the participant under the Plan in advance of the record date for the rights offering. (See Question 18.)
| 21. | How will a participant be informed about the participant’s Plan account? |
Following each purchase of shares under the Plan for a participant, Computershare will mail a transaction advice to the participant. A participant will also receive a transaction advice following any sale, withdrawal, transfer, or deposit for safekeeping of shares under the Plan by the participant.
Each quarter, Computershare will mail a statement to the participant showing the amount invested; the purchase price; the number of shares purchased, deposited, sold, transferred, or withdrawn; the total number of shares accumulated; and other information.
All notices, statements and reports will be addressed to the participant at the latest address on record with Computershare. Address changes may be made in writing, online or by telephone but must be received before the record date for a dividend check and quarterly information to be mailed to the new address.
Participants should retain, for income tax and other purposes, the information sent to them by Computershare.
| 22. | How will the shares held under the Plan be voted? |
Each participant will be provided a proxy statement and a form of proxy which will cover all shares of our common stock held by the participant of record and all shares held for the participant by Computershare under the Plan. These shares will be voted only in accordance with the instructions of the participant.
| 23. | How will the Plan apply to foreign shareholders? |
In the case of foreign participants who have their dividends reinvested and whose dividends are subject to Federal income tax withholding, the amount reinvested will equal the dividends less the tax withheld. Payments received by Computershare from foreign participants will be invested in the same manner as payments from other participants. (See Question 13.) All payments must be in United States dollars.
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SUSPENSION, MODIFICATION OR TERMINATION OF THE PLAN
| 24. | May the Plan be changed or discontinued? |
We reserve the right to suspend, modify or terminate the Plan at any time. All participants will receive notice of any such suspension, modification or termination. Upon termination of the Plan, the shares in each participant’s Plan account will be distributed in the same manner as if the participant had requested to withdraw all shares from the account. (See Question 18.)
| 25. | What is our responsibility under the Plan? |
Neither we nor Computershare will be liable for any act done in good faith or for any good faith omission to act in connection with the Plan, including, without limitation, any claim of liability, other than any liability under Federal or state securities laws that cannot be waived, (i) arising out of failure to terminate a participant’s account upon the participant’s death prior to receiving written notice of such death and a request to terminate the account from the participant’s legal representative; (ii) with respect to the prices or times at which shares are purchased or sold; or (iii) as to any loss or fluctuation in the market value of shares before or after the purchase or sale of shares.
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FEDERAL INCOME TAX INFORMATION
A participant will be treated for Federal income tax purposes as having received, on the dividend payment date, the dividends used by Computershare to purchase shares of our common stock for the participant. This dividend is includible in the participant’s gross income, even though the participant does not receive the dividend in cash. In addition, if the shares are purchased by Computershare from someone other than us, a participant will be deemed to have received, on the purchase date, additional income equal to any brokerage charges that we pay for the purchase. Computershare, as required, will report the dividends and additional income to the Internal Revenue Service.
A participant will not realize any taxable income solely by reason of withdrawing shares held under the Plan, unless all shares in the participant’s Plan account are withdrawn, in which event a participant will realize a gain or loss on any fractional share sold. More generally, gain or loss may be realized by a shareholder whenever shares of stock are sold by the shareholder. The amount of such gain or loss will be the difference between the amount received by the shareholder for the shares and the tax basis of the shares sold. The tax basis of shares of our common stock purchased pursuant to the Plan as presently constituted will generally be the cost (including any brokerage charges or transaction fee) as shown in the statements of account sent by Computershare to participants. Computershare, as required, will report the sale of any shares from a participant’s Plan account to the Internal Revenue Service.
Payments to a participant will be subject to a withholding tax at the current applicable rates if the participant fails to certify to Computershare that the participant is not subject to Federal income tax backup withholding or fails to provide Computershare with the participant’s correct taxpayer identification number on Form W-9.
The above discussion of Federal income tax consequences is general in nature and should not be relied upon as tax advice. Participants seeking tax advice regarding the Plan should consult with their own tax adviser.
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The validity of our common shares offered pursuant to this prospectus and certain other related legal matters will be passed upon for Consolidated Edison, Inc. by Elizabeth D. Moore, Esq., our Senior Vice President and General Counsel.
The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in the Report of Management on Internal Control over Financial Reporting) incorporated in this Prospectus by reference to Consolidated Edison Inc.’s Annual Report on Form 10-K for the year ended December 31, 2012 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
As permitted by the Business Corporation Law of the State of New York, we indemnify, limit the liability of and insure our directors and officers for claims against them unless their actions were in bad faith or the results of active and deliberate dishonesty and were material to the claim, they personally gained in fact a financial profit or other advantage to which they were not legally entitled or in certain other cases. Our certificate of incorporation provides that, except to the extent limitation of liability or indemnification is not permitted by applicable law: (1) none of our directors or officers shall be liable to us or any of our shareholders for damages for any breach of their duty as directors or officers, and (2) we 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 on behalf of us or any other enterprise, by reason of the fact that the person is or was one of our directors or officers, or is or was serving at our request 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. We have insurance to indemnify us if we indemnify our directors and officers and to indemnify our directors and officers for claims for which they are not indemnified by us. We also insure our directors and officers against certain liabilities that could arise in connection with administration of our employee benefit plans.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors and officers or persons controlling us, we have been informed 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.
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WHERE YOU CAN GET MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”). You may read and copy any information that we file with the Commission at its Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling 1-800-SEC-0330. Our filings are also available at the Internet site maintained by the SEC (www.sec.gov).
We have filed a Registration Statement on Form S-3 to register with the Commission the shares of our common stock being offered pursuant to this prospectus. This prospectus is part of that Registration Statement. As permitted by the Commission, this prospectus does not contain all the information you can find in the Registration Statement or in its exhibits.
The Commission allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the Commission. The information incorporated by reference is legally deemed to be part of this prospectus, except for any information superseded by information in this prospectus or information that is subsequently incorporated by reference in this prospectus.
The following documents, which we filed with the Commission (File No. 1-14514), are incorporated by reference into this prospectus 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 common stock described in this prospectus is completed, shall be deemed to be incorporated by reference into this prospectus; provided, however, that we are not incorporating any information deemed furnished and not filed in any Current Report on Form 8-K:
| • | Annual Report on Form 10-K for the year ended December 31, 2012; |
| • | Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2013, June 30, 2013, and September 30, 2013; and |
| • | Current Reports on Form 8-K, dated January 9, 2013, February 25, 2013, May 20, 2013, August 29, 2013 and September 19, 2013. |
If you ask Computershare, we will provide you, without charge, a copy of any or all of the documents incorporated by reference in this prospectus. Computershare’s mail and Internet addresses and telephone number are shown on the back cover of this prospectus.
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CONSOLIDATED EDISON, INC.
AUTOMATIC DIVIDEND REINVESTMENT AND CASH PAYMENT PLAN
PROSPECTUS
The Plan is administered by, and all inquiries should be directed to:
COMPUTERSHARE TRUST COMPANY, N.A.
P.O. Box 43006
Providence, RI 02940 – 3006
1-800-522-5522
www.computershare.com/investor
November 4, 2013
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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 |
$ | 29,840 | ||
| Printing and mailing |
20,000 | |||
| Services of Independent Registered Public Accounting Firm |
10,000 | |||
| Miscellaneous |
5,160 | |||
|
|
|
|||
| Total |
$ | 65,000 | ||
|
|
|
Item 15. Indemnification of Directors and Officers.
Reference is made to the discussion under the heading “Indemnification” on page 13 of the prospectus filed herewith.
Item 16. List of Exhibits.
See “Index to Exhibits” on page II-4.
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 percent 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 (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in 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, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of 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.
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(6) That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
| (i) | Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
(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.
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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-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 4th day of November, 2013.
| Consolidated Edison, Inc. | ||
| By | /s/ Robert Hoglund | |
| Robert Hoglund | ||
| Senior 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 | |
| Kevin Burke* |
Chairman of the Board of Directors, President and Chief Executive Officer and Director (Principal Executive Officer) | |
| Robert Hoglund* |
Senior Vice President and Chief Financial Officer (Principal Financial Officer) | |
| Robert Muccilo* |
Vice President and Controller (Principal Accounting Officer) | |
| Vincent A. Calarco* |
Director | |
| George Campbell, Jr.* |
Director | |
| Gordon J. Davis* |
Director | |
| Michael J. DelGiudice* |
Director | |
| Ellen V. Futter* |
Director | |
| John F. Hennessy III* |
Director | |
| John F. Killian* |
Director | |
| Eugene McGrath* |
Director | |
| Sally H. Piñero* |
Director | |
| Michael W. Ranger* |
Director | |
| L. Frederick Sutherland* |
Director | |
| * | Robert Hoglund, pursuant to Powers of Attorney (executed by each of the officers and Directors listed above, and filed as Exhibit 24 hereto), by signing his 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/ Robert Hoglund |
| Robert Hoglund |
| November 4, 2013 |
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INDEX TO EXHIBITS
| EXHIBIT |
DESCRIPTION | |||
| 3.1 | - | Restated Certificate of Incorporation of Consolidated Edison, Inc. (“CEI”) (Incorporated by reference to the Registration Statement on Form S-4 of CEI (No. 333-39165) as Exhibit 3.1). | ||
| 3.2 | - | By Laws of CEI, effective as of February 19, 2009 (Incorporated by reference to CEI’s Current Report on Form 8-K, dated February 19, 2009 (File No. 1-14514) as Exhibit 3.1.). | ||
| 5 | - | Opinion of Elizabeth D. Moore, Esq., Senior Vice President and General Counsel. | ||
| 23.1 | - | Consent of PricewaterhouseCoopers LLP. | ||
| 23.2 | - | Consent of Elizabeth D. Moore, Esq., Senior Vice President and General Counsel (included as part of Exhibit 5). | ||
| 24 | - | Powers of Attorney. | ||
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