SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report May 1, 1998
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Date of earliest event reported)
Energy East Corporation
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Exact name of registrant as specified in its charter)
New York 333-37997 14-1798693
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
One Commerce Plaza, Suite 2006A-20th Floor, Albany, NY 12260
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Address of principal executive offices) (Zip Code)
518-434-3014
Registrant's telephone number, including area code . . . . . .
NA
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
On May 1, 1998, New York State Electric & Gas Corporation
(NYSEG) was reorganized into a holding company structure pursuant
to an Agreement and Plan of Share Exchange (Plan of Exchange)
between NYSEG and Energy East Corporation (Energy East). The
Plan of Exchange was approved on April 29, 1998, by more than
two-thirds of the outstanding NYSEG Common Stock entitled to
vote. As part of the reorganization, all of the outstanding
shares of NYSEG Common Stock ($6.66 2/3 Par Value) were exchanged
on a share-for-share basis for shares of Energy East Common
Stock, par value $.01 per share, and NYSEG became a subsidiary of
Energy East. The preferred stock and debt of NYSEG were not
exchanged and remain securities of NYSEG.
The Common Stock of NYSEG was registered pursuant to Section
12(b) of the Securities Exchange Act of 1934, as amended
(Exchange Act), and listed on the New York Stock Exchange. NYSEG
is delisting its Common Stock from the New York Stock Exchange
and filing a Form 15 with the Securities and Exchange Commission
to terminate the registration under the Exchange Act of its
Common Stock. Pursuant to Rule 12g-3(a) under the Exchange Act,
the Energy East Common Stock is deemed to be registered under
Section 12(b) of the Exchange Act. The Energy East Common Stock
was approved for listing on the New York Stock Exchange.
Item 7. Financial Statements and Exhibits.
See Exhibit Index.
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 thereunto duly authorized.
ENERGY EAST CORPORATION
(Registrant)
By Kenneth M. Jasinski
Kenneth M. Jasinski
Senior Vice President
and General Counsel
Date: May 1, 1998
<PAGE>
EXHIBIT INDEX
The following exhibits are incorporated herein by reference:
Exhibit As
No. Filed In Exhibit No.
2-1 - Agreement and Plan of Share Exchange
between New York State Electric & Gas
Corporation and Energy East Corporation -
Registration No. 333-37997. . . . . . . . 2-1
99-1 - Restated Certificate of Incorporation of
Energy East Corporation filed in the
Office of the Secretary of State of the
State of New York on April 23, 1998 -
post-effective amendment no. 1 to
Registration No. 033-54155. . . . . . . . 4-1
99-2 - By-Laws of Energy East Corporation as
amended April 23, 1998 - post-effective
amendment no. 1 to Registration No.
033-54155 . . . . . . . . . . . . . . . . 4-2
