Exhibit 1.1
UNDERWRITING AGREEMENT
September 20, 2006
To Citigroup Global Markets
Inc.:
Ladies and Gentlemen:
Subject to the terms and conditions
stated or incorporated by reference herein, Consolidated Edison,
Inc. (the “Company”) hereby agrees to sell to the
Underwriter named in Schedule I hereto (the
“Underwriter”) and the Underwriter hereby agrees to
purchase, the number of shares set forth opposite its name in
Schedule I hereto of the securities specified in Schedule II hereto
(the “Designated Securities”).
Except as otherwise provided in
Schedule II hereto each of the provisions of the Company’s
Underwriting Agreement Basic Provisions, dated August 1, 2006,
as filed as Exhibit 1.2 to Registration Statement
No. 333-136267 (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 Underwriter
at the time and place and at the purchase price to the Underwriter
set forth in Schedule II hereto.
If the foregoing is in accordance with your
understanding, please sign and return to us counterparts hereof,
and upon acceptance hereof by you, this letter and such acceptance
hereof, including the Basic Provisions incorporated herein by
reference, shall constitute a binding agreement between the
Underwriter and the Company.
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Very truly
yours,
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CONSOLIDATED
EDISON, INC.
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By:
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Name:
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Joseph P.
Oates
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Title:
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Vice President
and Treasurer
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Confirmed and Accepted:
CITIGROUP GLOBAL MARKETS
INC.
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By:
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Name:
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Henry A. Clark,
III
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Title:
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Managing
Director
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SCHEDULE I
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Number of Designated
Securities to be
Purchased
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Citigroup Global Markets Inc.
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9,715,000
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Total
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9,715,000
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SCHEDULE II
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I.
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Pricing
Effective Time: 9:00 p.m. on September 20, 2006
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II.
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Title of
Designated Securities:
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Common Shares
($.10 par value) of Consolidated Edison, Inc.
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III.
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Aggregate
number of Shares:
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9,715,000
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IV.
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Price to
Public:
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Market or
negotiated prices as agreed by the Underwriter
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V.
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Purchase Price
by Underwriter:
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$45.96 per
share
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VI.
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Pricing
Disclosure Material:
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The Preliminary
Prospectus and the Pricing Term Sheet, dated September 20, 2006,
prepared by the Company and consented to by the Underwriter
(attached as Exhibit A to this Schedule II or the contents
thereof).
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VII.
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Specified funds
for, and manner of, payment of purchase price:
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Funds will be
delivered by wire transfer pursuant to the Company’s written
instructions to the Underwriter.
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Exchange on
which the Designated Securities will be listed:
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New York Stock
Exchange
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VIII.
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Time of
Delivery:
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10:00 a.m., on
September 25, 2006
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IX.
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Closing
Location:
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The
Company’s offices at 4 Irving Place, New York, New York
10003
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X.
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Information
furnished by or on behalf of the Underwriter for use in the
Prospectus for the Designated Securities:
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Paragraphs six
and ten under the caption “Underwriting” on pages S-4
and S-5 of the Prospectus Supplement.
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XI.
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Address of
Underwriter:
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Citigroup
Global Markets Inc.
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388 Greenwich
Street
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New York, New
York 10013
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Attention:
Henry A. Clark, III
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XII.
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Captions in the
Prospectus and Prospectus Supplement referred to in Section
6(c)(xi) of the Basic Provisions:
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Description of
Preferred Shares
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Description of
Common Shares
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