<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1998
REGISTRATION NO. 333-16201
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ENERGY EAST CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
NEW YORK 14-1798693
(State or other jurisdiction (I.R.S. Employer
of Identification
incorporation or organization) No.)
</TABLE>
One Commerce Plaza
Suite 2006A-20th Floor
Albany, New York 12260
(Address of principal executive offices)
NEW YORK STATE ELECTRIC & GAS CORPORATION
TAX DEFERRED SAVINGS PLAN FOR SALARIED EMPLOYEES
TAX DEFERRED SAVINGS PLAN FOR HOURLY PAID EMPLOYEES
(Full title of plans)
------------------------
DANIEL W. FARLEY
Secretary
ENERGY EAST CORPORATION
One Commerce Plaza
Suite 2006A-20th Floor
Albany, New York 12260
(Name and address of agent for service)
(518) 434-3014
(Telephone number, including area code, of agent for service)
------------------------
This Post-Effective Amendment No. 1 to the Registration Statement
(Registration No. 333-16201) shall become effective upon filing in accordance
with Rule 464 under the Securities Act of 1933, as amended.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ADOPTION OF PREDECESSOR ISSUER'S REGISTRATION STATEMENT
This Post-Effective Amendment No. 1 to Form S-8 is filed by Energy East
Corporation (the "Registrant") in order to expressly adopt the statements made
by New York State Electric & Gas Corporation ("NYSEG") in its Form S-8
Registration Statement (Reg. No. 333-16201) (the "Registration Statement") in
accordance with Rule 414(d) of the Securities Act of 1933, as amended (the "1933
Act"), for all purposes of the 1933 Act and the Securities Exchange Act of 1934,
as amended (the "1934 Act"). The Registration Statement relates to shares of
Common Stock issuable in connection with NYSEG's Tax Deferred Savings Plan for
Salaried Employees and Tax Deferred Savings Plan for Hourly Paid Employees
(collectively, the "Plans") and an indeterminate amount of interests to be
offered or sold pursuant to the Plans. The NYSEG Common Stockholders, at the
1998 Annual Meeting of Stockholders held on April 29, 1998, approved the
Agreement and Plan of Share Exchange (the "Plan of Exchange"), filed as Exhibit
2.1 to the Registrant's Registration Statement on Form S-4, as amended (Reg. No.
333-37997). Pursuant to the Plan of Exchange, each outstanding share of NYSEG
Common Stock ($6.66 2/3 Par Value) was exchanged for one (1) share of the
Registrant's Common Stock, par value $.01 per share, and NYSEG became a
subsidiary of the Registrant. Pursuant to the Plan of Exchange, the shares of
NYSEG Common Stock previously issued and outstanding under the Plans were
converted into an equivalent number of shares of Common Stock of the Registrant.
From and after the effective time of the Plan of Exchange, Common Stock of the
Registrant will be used in lieu of NYSEG Common Stock whenever stock is required
to be issued in connection with the Plans.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Registration Statement
the following documents heretofore filed with the Securities and Exchange
Commission:
1. NYSEG's Annual Report on Form 10-K for the year ended December 31,
1997, filed pursuant to the 1934 Act.
2. The Annual Reports on Form 11-K for the year ended December 31, 1997
for the Plans, filed pursuant to the 1934 Act.
All documents filed by the Registrant and the Plans pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the filing of a
post-effective amendment which indicates that all of the securities have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF COMMON STOCK
The following statements with respect to the Common Stock, par value $.01
per share, and Preferred Stock, par value $.01 per share, of the Registrant are
summaries of certain provisions of the Registrant's Restated Certificate of
Incorporation ("Charter") setting forth the designations, preferences,
privileges and voting powers of such stock and the restrictions or
qualifications thereof. The statements herein contained are summaries and
reference is made to the Charter for the full provisions.
GENERAL. The Registrant's Charter provides that, to the extent permitted by
the Business Corporation Law of the State of New York ("BCL") and the
Registrant's Charter, the Board of Directors of the Registrant is authorized, at
any time or from time to time, to establish and designate one or more series of
the Registrant's Preferred Stock and to fix the number of shares and the
relative rights, preferences and limitations of each such series.
DIVIDENDS. Subject to any prior rights of the Registrant's Preferred Stock,
if any should become outstanding, dividends on the Registrant's Common Stock
will be paid if, when and as determined by the Board of Directors of the
Registrant from time to time out of funds legally available therefor.
VOTING RIGHTS. Holders of the Registrant's Common Stock are entitled to one
vote for each share held by them on all matters submitted to the stockholders of
the Registrant. The Registrant's Charter provides for the adoption of a plan of
merger or consolidation by the affirmative vote of stockholders entitled to cast
a majority of the votes entitled to be cast. Holders of the Registrant's Common
Stock do not have cumulative voting rights in the election of directors. The
Registrant's Charter and By-Laws require the affirmative vote of the
stockholders entitled to cast three-fourths of the votes entitled to be cast in
order for stockholders to alter, amend, repeal, or adopt any provision
inconsistent with, certain specified provisions of the Registrant's By-Laws. The
Registrant's Board of Directors is divided into three classes serving staggered
three year terms.
LIQUIDATION. In the event of any liquidation, dissolution or winding up of
the Registrant, either voluntary or involuntary, after payment or provision for
payment shall have been made of the amounts to which the holders of the
Registrant's Preferred Stock shall be entitled under the provisions of any
series of the Registrant's Preferred Stock established by the Board of
Directors, the holders of the Registrant's Common Stock will be entitled, to the
exclusion of the holders of the Registrant's Preferred Stock of any series, to
share ratably, according to the number of shares held by them, in all remaining
assets of the Registrant available for distribution.
II-1
<PAGE>
PREEMPTIVE AND OTHER RIGHTS. The holders of the Registrant's capital stock
are not entitled to any preemptive rights to subscribe for or purchase any part
of any issue, sale or offering of any shares of the Registrant of any class or
series, now or hereafter authorized, or of any options, warrants or rights to
subscribe for or purchase any such shares, or of any securities convertible
into, exchangeable for, or carrying options, warrants or rights to subscribe for
or purchase, any such shares, regardless of whether such issue, sale or offering
is for cash, property, services or otherwise. The Registrant's Common Stock is
not subject to redemption or to any further calls or assessments and is not
entitled to the benefit of any sinking fund provisions. The shares of the
Registrant's Common Stock to be issued in connection with the Plans when issued
will be fully paid and non-assessable.
LISTING. The Registrant's Common Stock is listed on the New York Stock
Exchange.
TRANSFER AGENT AND REGISTRAR. The Transfer Agent and Registrar for the
Registrant's Common Stock is ChaseMellon Shareholder Services, L.L.C., P.O. Box
590, Ridgefield Park, New Jersey 07660.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The BCL provides that if a derivative action is brought against a director
or officer, the Registrant may indemnify him against amounts paid in settlement
and reasonable expenses, including attorneys' fees, incurred by him in
connection with the defense or settlement of such action, if such director or
officer acted in good faith for a purpose which he reasonably believed to be in
the best interests of the Registrant, except that no indemnification shall be
made without court approval in respect of a threatened action, or a pending
action settled or otherwise disposed of, or in respect of any matter as to which
such director or officer has been found liable to the Registrant. In a
nonderivative action or threatened action, the BCL provides that the Registrant
may indemnify a director or officer against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees incurred by him in
defending such action if such director or officer acted in good faith for a
purpose which he reasonably believed to be in the best interests of the
Registrant.
Under the BCL, a director or officer who is successful, either in a
derivative or nonderivative action, is entitled to indemnification as outlined
above. Under any other circumstances, such director or officer may be
indemnified only if certain conditions specified in the BCL are met. The
indemnification provisions of the BCL are not exclusive of any other rights to
which a director or officer seeking indemnification may be entitled pursuant to
the provisions of the certificate of incorporation or the by-laws of a
corporation or, when authorized by such certificate of incorporation or by-laws,
pursuant to a shareholders' resolution, a directors' resolution or an agreement
providing for such indemnification.
The above is a general summary of certain provisions of the BCL and is
subject, in all cases, to the specific and detailed provisions of Sections
721-725 of the BCL.
The By-Laws of the Registrant provide that to the extent not prohibited by
law, the Registrant shall indemnify each person made, or threatened to be made,
a party to any civil or criminal action or proceeding by reason of the fact that
he, or his testator or intestate, (i) is or was a director or officer of the
Registrant or (ii) is or was serving any other corporation of any type or kind,
domestic or foreign, or any partnership, joint venture, trust, employee benefit
plan or other enterprise, in any capacity at the request of the Registrant.
The By-Laws of the Registrant also provide, among other things, that:
(1) no indemnification shall be made to or on behalf of any director or
officer, if a judgment or other final adjudication adverse to the director
or officer establishes that his acts were committed in bad faith or were the
result of active and deliberate dishonesty and were material to the cause of
action so adjudicated, or that he personally gained in fact a financial
profit or other advantage to which he was not legally entitled;
II-2
<PAGE>
(2) the rights to indemnification and advancement of defense expenses
granted by or pursuant to the By-Laws shall not limit or exclude, but shall
be in addition to, any other rights which may be granted by or pursuant to
any statute, certificate of incorporation, by-law, resolution or agreement;
and
(3) the Registrant may, with the approval of the Board of Directors,
enter into an agreement with any person who is, or is about to become, a
director or officer of the Registrant, or who is serving, or is about to
serve, at the request of the Registrant, as a director, officer, or in any
other capacity, any other corporation of any type or kind, domestic or
foreign, or any partnership, joint venture, trust, employee benefit plan or
other enterprise, which agreement may provide for indemnification of such
person and advancement of defense expenses to such person upon such terms,
and to the extent, not prohibited by law.
The Registrant has insurance policies indemnifying its directors and
officers against certain obligations that may be incurred by them, subject to
certain retention and co-insurance provisions.
ITEM 8. EXHIBITS.
See Exhibit Index.
The Registrant undertakes to submit, or has submitted, the Plans and any
amendments thereto to the Internal Revenue Service ("IRS") in a timely manner
and has made or will make all changes required by the IRS in order to qualify
the Plans under Section 401 of the Internal Revenue Code of 1986, as amended.
ITEM 9. UNDERTAKINGS
The Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
1933 Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this 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
this 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
Securities and Exchange Commission pursuant to Rule 424(b) if, in 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;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
Provided, however, that the undertakings set forth in paragraphs (i) and (ii) do
not apply if this Registration Statement is on Form S-3, Form S-8 or Form F-3,
and 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
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference in this
Registration Statement;
(2) that, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
II-3
<PAGE>
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof;
(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.
The Registrant hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the 1934 Act) 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.
Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions of the Registrant's By-Laws, the BCL or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the 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 1933 Act and
will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 30th day of April, 1998.
<TABLE>
<S> <C> <C>
ENERGY EAST CORPORATION
By: WESLEY W. VON SCHACK*
-----------------------------------------
CHAIRMAN
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed
below by the following persons in the capacities indicated on the 30th day of
April, 1998.
SIGNATURE TITLE
- ------------------------------ --------------------------
Principal Executive, Financial
and
Accounting Officer:
WESLEY W. VON SCHACK*
- ------------------------------ Chairman and Director
Wesley W. Von Schack
Directors:
RICHARD AURELIO*
- ------------------------------ Director
Richard Aurelio
JAMES A. CARRIGG*
- ------------------------------ Director
James A. Carrigg
ALISON P. CASARETT*
- ------------------------------ Director
Alison P. Casarett
JOSEPH J. CASTIGLIA*
- ------------------------------ Director
Joseph J. Castiglia
LOIS B. DEFLEUR*
- ------------------------------ Director
Lois B. DeFleur
EVERETT A. GILMOUR*
- ------------------------------ Director
Everett A. Gilmour
PAUL L. GIOIA*
- ------------------------------ Director
Paul L. Gioia
II-5
<PAGE>
SIGNATURE TITLE
- ------------------------------ --------------------------
JOHN M. KEELER*
- ------------------------------ Director
John M. Keeler
BEN E. LYNCH*
- ------------------------------ Director
Ben E. Lynch
ALTON G. MARSHALL*
- ------------------------------ Director
Alton G. Marshall
WALTER G. RICH*
- ------------------------------ Director
Walter G. Rich
<TABLE>
<S> <C> <C>
/s/ T.G. BORKOWSKY
----------------------------------------
T.G. Borkowsky
*By: (T.G. Borkowsky, Attorney-in-fact)
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, the Plans have
duly caused this Post-Effective Amendment No. 1 to the Registration Statement to
be signed on their behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on the 30th day of April, 1998.
<TABLE>
<S> <C> <C> <C>
NEW YORK STATE ELECTRIC & GAS NEW YORK STATE ELECTRIC & GAS
CORPORATION TAX DEFERRED CORPORATION TAX DEFERRED
SAVINGS PLAN FOR SALARIED SAVINGS PLAN FOR HOURLY
EMPLOYEES EMPLOYEES
/s/ T.G. BORKOWSKY /s/ T.G. BORKOWSKY
---------------------------------------- ----------------------------------------
(T.G. Borkowsky, ATTORNEY-IN-FACT) (T.G. Borkowsky, ATTORNEY-IN-FACT)
By: By:
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO.
- -------------
<C> <S>
23-1 Consent of Coopers & Lybrand L.L.P.
24-1 Power of Attorney of Directors and Officers.
24-2 Power of Attorney of Registrant.
24-3 Power of Attorney for Tax Deferred Savings Plan for Salaried Employees and Tax Deferred Savings Plan
for Hourly Paid Employees.
</TABLE>
II-7
<PAGE>
EXHIBIT 23-1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Post-Effective Amendment No.
1 to the registration statement on Form S-8 (Registration No. 333-16201)
pertaining to the New York State Electric & Gas Corporation Tax Deferred Savings
Plan for Salaried Employees and the New York State Electric & Gas Corporation
Tax Deferred Savings Plan for Hourly Paid Employees of our report dated January
30, 1998, on our audits of the consolidated financial statements and financial
statement schedule of New York State Electric & Gas Corporation and Subsidiaries
as of December 31, 1997 and 1996, and for each of the three years in the period
ended December 31, 1997, which report is included in the Annual Report on Form
10-K for 1997 of New York State Electric & Gas Corporation and our reports dated
February 20, 1998, on our audits of the financial statements and schedules of
the New York State Electric & Gas Corporation Tax Deferred Savings Plan for
Salaried Employees and the New York State Electric & Gas Corporation Tax
Deferred Savings Plan for Hourly Paid Employees for the year ended December 31,
1997, which reports are included in the Annual Reports on Form 11-K for such
Plans. We also consent to the reference to our firm under the caption "Experts"
in the related Prospectus Supplement pertaining to such Plans.
/s/ COOPERS & LYBRAND L.L.P.
New York, New York
April 30, 1998
<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, S.J. Rafferty, D.W. Farley and T.G. Borkowsky, Esquire
and each of them (with full power to each of them to act alone) his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and on his or her behalf and in his or her name,
place and stead, to sign, execute and file with the Securities and Exchange
Commission, Washington, D.C. under the provisions of the Securities Act of 1933,
as amended, any and all post-effective amendments to Registration Statements
Nos. 333-27517, 333-16201, 33-54993 and 033-54155 of New York State Electric &
Gas Corporation, and any and all other documents requisite to be filed with
respect thereto, with all exhibits and other documents in connection therewith,
granting unto said attorneys, and each of them or their substitutes or
substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 29th day of
April, 1998.
<TABLE>
<S> <C> <C>
/s/ WESLEY W. VON SCHACK
-----------------------------------------
</TABLE>
<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, S.J. Rafferty, D.W. Farley and T.G. Borkowsky, Esquire
and each of them (with full power to each of them to act alone) his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and on his or her behalf and in his or her name,
place and stead, to sign, execute and file with the Securities and Exchange
Commission, Washington, D.C. under the provisions of the Securities Act of 1933,
as amended, any and all post-effective amendments to Registration Statements
Nos. 333-27517, 333-16201, 33-54993 and 033-54155 of New York State Electric &
Gas Corporation, and any and all other documents requisite to be filed with
respect thereto, with all exhibits and other documents in connection therewith,
granting unto said attorneys, and each of them or their substitutes or
substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 29th day of
April, 1998.
<TABLE>
<S> <C> <C>
/s/ RICHARD AURELIO
-----------------------------------------
</TABLE>
<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, S.J. Rafferty, D.W. Farley and T.G. Borkowsky, Esquire
and each of them (with full power to each of them to act alone) his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and on his or her behalf and in his or her name,
place and stead, to sign, execute and file with the Securities and Exchange
Commission, Washington, D.C. under the provisions of the Securities Act of 1933,
as amended, any and all post-effective amendments to Registration Statements
Nos. 333-27517, 333-16201, 33-54993 and 033-54155 of New York State Electric &
Gas Corporation, and any and all other documents requisite to be filed with
respect thereto, with all exhibits and other documents in connection therewith,
granting unto said attorneys, and each of them or their substitutes or
substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 29th day of
April, 1998.
<TABLE>
<S> <C> <C>
/s/ JAMES A. CARRIGG
-----------------------------------------
</TABLE>
<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, S.J. Rafferty, D.W. Farley and T.G. Borkowsky, Esquire
and each of them (with full power to each of them to act alone) his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and on his or her behalf and in his or her name,
place and stead, to sign, execute and file with the Securities and Exchange
Commission, Washington, D.C. under the provisions of the Securities Act of 1933,
as amended, any and all post-effective amendments to Registration Statements
Nos. 333-27517, 333-16201, 33-54993 and 033-54155 of New York State Electric &
Gas Corporation, and any and all other documents requisite to be filed with
respect thereto, with all exhibits and other documents in connection therewith,
granting unto said attorneys, and each of them or their substitutes or
substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 29th day of
April, 1998.
<TABLE>
<S> <C> <C>
/s/ ALISON P. CASARETT
-----------------------------------------
</TABLE>
<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, S.J. Rafferty, D.W. Farley and T.G. Borkowsky, Esquire
and each of them (with full power to each of them to act alone) his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and on his or her behalf and in his or her name,
place and stead, to sign, execute and file with the Securities and Exchange
Commission, Washington, D.C. under the provisions of the Securities Act of 1933,
as amended, any and all post-effective amendments to Registration Statements
Nos. 333-27517, 333-16201, 33-54993 and 033-54155 of New York State Electric &
Gas Corporation, and any and all other documents requisite to be filed with
respect thereto, with all exhibits and other documents in connection therewith,
granting unto said attorneys, and each of them or their substitutes or
substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 29th day of
April, 1998.
<TABLE>
<S> <C> <C>
/s/ JOSEPH J. CASTIGLIA
-----------------------------------------
</TABLE>
<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, S.J. Rafferty, D.W. Farley and T.G. Borkowsky, Esquire
and each of them (with full power to each of them to act alone) his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and on his or her behalf and in his or her name,
place and stead, to sign, execute and file with the Securities and Exchange
Commission, Washington, D.C. under the provisions of the Securities Act of 1933,
as amended, any and all post-effective amendments to Registration Statements
Nos. 333-27517, 333-16201, 33-54993 and 033-54155 of New York State Electric &
Gas Corporation, and any and all other documents requisite to be filed with
respect thereto, with all exhibits and other documents in connection therewith,
granting unto said attorneys, and each of them or their substitutes or
substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 29th day of
April, 1998.
<TABLE>
<S> <C> <C>
/s/ LOIS B. DEFLEUR
-----------------------------------------
</TABLE>
<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, S.J. Rafferty, D.W. Farley and T.G. Borkowsky, Esquire
and each of them (with full power to each of them to act alone) his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and on his or her behalf and in his or her name,
place and stead, to sign, execute and file with the Securities and Exchange
Commission, Washington, D.C. under the provisions of the Securities Act of 1933,
as amended, any and all post-effective amendments to Registration Statements
Nos. 333-27517, 333-16201, 33-54993 and 033-54155 of New York State Electric &
Gas Corporation, and any and all other documents requisite to be filed with
respect thereto, with all exhibits and other documents in connection therewith,
granting unto said attorneys, and each of them or their substitutes or
substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 29th day of
April, 1998.
<TABLE>
<S> <C> <C>
/s/ EVERETT A. GILMOUR
-----------------------------------------
</TABLE>
<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, S.J. Rafferty, D.W. Farley and T.G. Borkowsky, Esquire
and each of them (with full power to each of them to act alone) his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and on his or her behalf and in his or her name,
place and stead, to sign, execute and file with the Securities and Exchange
Commission, Washington, D.C. under the provisions of the Securities Act of 1933,
as amended, any and all post-effective amendments to Registration Statements
Nos. 333-27517, 333-16201, 33-54993 and 033-54155 of New York State Electric &
Gas Corporation, and any and all other documents requisite to be filed with
respect thereto, with all exhibits and other documents in connection therewith,
granting unto said attorneys, and each of them or their substitutes or
substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 29th day of
April, 1998.
<TABLE>
<S> <C> <C>
/s/ PAUL L. GIOIA
-----------------------------------------
</TABLE>
<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, S.J. Rafferty, D.W. Farley and T.G. Borkowsky, Esquire
and each of them (with full power to each of them to act alone) his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and on his or her behalf and in his or her name,
place and stead, to sign, execute and file with the Securities and Exchange
Commission, Washington, D.C. under the provisions of the Securities Act of 1933,
as amended, any and all post-effective amendments to Registration Statements
Nos. 333-27517, 333-16201, 33-54993 and 033-54155 of New York State Electric &
Gas Corporation, and any and all other documents requisite to be filed with
respect thereto, with all exhibits and other documents in connection therewith,
granting unto said attorneys, and each of them or their substitutes or
substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 29th day of
April, 1998.
<TABLE>
<S> <C> <C>
/s/ JOHN M. KEELER
-----------------------------------------
</TABLE>
<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, S.J. Rafferty, D.W. Farley and T.G. Borkowsky, Esquire
and each of them (with full power to each of them to act alone) his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and on his or her behalf and in his or her name,
place and stead, to sign, execute and file with the Securities and Exchange
Commission, Washington, D.C. under the provisions of the Securities Act of 1933,
as amended, any and all post-effective amendments to Registration Statements
Nos. 333-27517, 333-16201, 33-54993 and 033-54155 of New York State Electric &
Gas Corporation, and any and all other documents requisite to be filed with
respect thereto, with all exhibits and other documents in connection therewith,
granting unto said attorneys, and each of them or their substitutes or
substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 29th day of
April, 1998.
<TABLE>
<S> <C> <C>
/s/ BEN E. LYNCH
-----------------------------------------
</TABLE>
<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, S.J. Rafferty, D.W. Farley and T.G. Borkowsky, Esquire
and each of them (with full power to each of them to act alone) his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and on his or her behalf and in his or her name,
place and stead, to sign, execute and file with the Securities and Exchange
Commission, Washington, D.C. under the provisions of the Securities Act of 1933,
as amended, any and all post-effective amendments to Registration Statements
Nos. 333-27517, 333-16201, 33-54993 and 033-54155 of New York State Electric &
Gas Corporation, and any and all other documents requisite to be filed with
respect thereto, with all exhibits and other documents in connection therewith,
granting unto said attorneys, and each of them or their substitutes or
substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 29th day of
April, 1998.
<TABLE>
<S> <C> <C>
/s/ ALTON G. MARSHALL
-----------------------------------------
</TABLE>
<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, S.J. Rafferty, D.W. Farley and T.G. Borkowsky, Esquire
and each of them (with full power to each of them to act alone) his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and on his or her behalf and in his or her name,
place and stead, to sign, execute and file with the Securities and Exchange
Commission, Washington, D.C. under the provisions of the Securities Act of 1933,
as amended, any and all post-effective amendments to Registration Statements
Nos. 333-27517, 333-16201, 33-54993 and 033-54155 of New York State Electric &
Gas Corporation, and any and all other documents requisite to be filed with
respect thereto, with all exhibits and other documents in connection therewith,
granting unto said attorneys, and each of them or their substitutes or
substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 29th day of
April, 1998.
<TABLE>
<S> <C> <C>
/s/ WALTER G. RICH
-----------------------------------------
</TABLE>
<PAGE>
EXHIBIT 24-2
ENERGY EAST CORPORATION
CERTIFIED RESOLUTION
RESOLVED, that the Corporation hereby constitutes and appoints W.W. von
Schack, S.J. Rafferty, D.W. Farley and T.G. Borkowsky, Esquire and each of them
(with full power to each of them to act alone) its true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for it and on its behalf and in its name, place and stead, to sign, execute and
file with the Securities and Exchange Commission, Washington, D.C. under the
provisions of the Securities Act of 1933, as amended, any and all post-effective
amendments to Registration Statements Nos. 333-27517, 333-16201, 33-54993 and
033-54155 of New York State Electric & Gas Corporation, and any and all other
documents requisite to be filed with respect thereto, with all exhibits and
other documents in connection therewith, granting unto said attorneys, and each
of them or their substitutes or substitute, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, in order to effectuate the same as fully to all intents and
purposes as the Corporation might or could do.
* * * * * * * * * * * * * * *
I, DANIEL W. FARLEY, Secretary of Energy East Corporation, a New York
corporation, do hereby certify that the foregoing is a true and correct copy of
a resolution duly adopted by the Board of Directors of said Corporation at a
meeting thereof duly called, convened and held on April 29, 1998 and that said
resolution is in full force and effect as of the date hereof.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal
of said Corporation this 29th day of April, 1998.
<TABLE>
<S> <C>
/s/ DANIEL W. FARLEY
------------------------------------------
SECRETARY
</TABLE>
<PAGE>
EXHIBIT 24-3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being all of
the members of the Committee appointed pursuant to Section 9.1 of the New York
State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid
Employees and Tax Deferred Savings Plan for Salaried Employees ("Plans"), hereby
constitutes and appoints W.W. von Schack, S.J. Rafferty, D.W. Farley and T.G.
Borkowsky, Esquire and each of them (with full power to act without the others
or any of them) his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign, execute and file with the Securities and
Exchange Commission, Washington, D.C. under the provisions of the Securities Act
of 1933, as amended, on behalf of the Plans, any and all post-effective
amendments to Registration Statement No. 333-16201 of New York State Electric &
Gas Corporation, and all other documents requisite to be filed with respect
thereto, with all exhibits and other documents in connection therewith, granting
unto said attorneys, and each of them or their substitutes or substitute, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, in order to effectuate the same
as fully to all intents and purposes as he might or could do.
IN WITNESS WHEREOF, the undersigned have set their hands this 29th day of
April, 1998.
/s/ GERALD E. PUTMAN
--------------------------------------
Gerald E. Putman
/s/ RICHARD R. BENSON
--------------------------------------
Richard R. Benson
/s/ SHERWOOD J. RAFFERTY
--------------------------------------
Sherwood J. Rafferty
