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FILED PURSUANT TO RULES 424(b)(3) and 424(c)
Registration No. 33-54155-99
ENERGY EAST CORPORATION
PROSPECTUS SUPPLEMENT DATED MAY 1, 1998
TO PROSPECTUS DATED JUNE 16, 1994 FOR
NEW YORK STATE ELECTRIC & GAS
CORPORATION'S DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
Effective May 1, 1998 (the "Effective Date"), New York State Electric & Gas
Corporation ("NYSEG") was reorganized into a holding company structure pursuant
to an Agreement and Plan of Share Exchange (the "Plan of Exchange"). 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 outstanding Common Stock of NYSEG was exchanged for Common Stock of Energy
East Corporation (the "Company") and NYSEG became a subsidiary of the Company.
In addition, the Company assumed responsibility for NYSEG's Dividend
Reinvestment and Stock Purchase Plan (the "Plan").
In assuming responsibility for the Plan, the Company will continue to
provide the same rights and benefits provided by NYSEG. Except as set forth in
this Prospectus Supplement, references to "New York State Electric & Gas
Corporation" or "the Company" in the Prospectus for the Plan dated June 16, 1994
(the "Prospectus") relating to periods from and after the Effective Date should
now be read as referring to Energy East Corporation, and references to "Company
Common Stock" or "Additional Common Stock" in the Prospectus relating to periods
from and after the Effective Date should now be read as referring to Energy East
Corporation Common Stock, par value $.01 per share. Checks representing optional
cash payments should be made payable to "Energy East, Agent." There have been no
other material amendments to the Plan since the date of the Prospectus. The
agent for purchasing Common Stock under the Plan remains unchanged. Day-to-day
administration of the Plan will continue to be conducted on behalf of the
Company by Shareholder Services, which can be reached by mail at P.O. Box 3200,
Ithaca, NY 14852-3200 or by telephone at 1-800-225-5643.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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AVAILABLE INFORMATION
The Company and NYSEG are subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and file
reports, proxy statements and other information with the Securities and Exchange
Commission (the "SEC" or "Commission") in accordance with the Exchange Act. You
may read and copy any such reports, proxy statements and other information at
the SEC's public reference facilities in Washington, D.C., Chicago, Illinois,
and New York, New York. The SEC also maintains an Internet web site at
"http://www.sec.gov" that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission. The Company's Common Stock and certain series of Preferred Stock of
NYSEG are listed on the New York Stock Exchange (the "NYSE"). You may read and
copy any such reports, proxy statements and other information concerning the
Company and NYSEG at the office of the NYSE at 20 Broad Street, New York, New
York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There is hereby incorporated by reference in this Prospectus Supplement the
following document heretofore filed with the Commission:
1. NYSEG's Annual Report on Form 10-K for the year ended December 31,
1997, filed pursuant to the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus Supplement and prior
to the termination of the offering of the securities offered hereby shall be
deemed to be incorporated by reference in this Prospectus Supplement.
The Company will provide to you without charge, upon written or oral
request, a copy of any documents that have been or may be incorporated in this
Prospectus Supplement by reference, other than certain exhibits to such
documents. Requests should be directed to Mr. D.W. Farley, Secretary, Energy
East Corporation, P.O. Box 3200, Ithaca, New York, 14852-3200, telephone number
(607) 347-2506.
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THE COMPANY
The Company was incorporated under the laws of the State of New York on
September 23, 1997. The mailing address of the principal executive office of the
Company is One Commerce Plaza, Suite 2006A-20th Floor, Albany, New York 12260,
and the telephone number is (518) 434-3014.
NYSEG, the Company's principal operating subsidiary, was organized under the
laws of the State of New York in 1852, and is engaged principally in the
business of generating, purchasing, transmitting and distributing electricity
and purchasing, transmitting and distributing natural gas. The service
territory, 99% of which is located outside the corporate limits of cities, is in
the central, eastern and western parts of the State of New York. The service
territory has an area of approximately 19,800 square miles and a population of
2,400,000. The larger cities in which NYSEG serves both electricity and natural
gas customers are Binghamton, Elmira, Auburn, Geneva, Ithaca and Lockport.
NYSEG's customer mix is sufficiently diversified so that no customer accounts
for 5% or more of either electric or natural gas revenues. For the twelve months
ended March 31, 1998, 85% of operating revenues was derived from electric
service and 15% from natural gas service. For this period, 88% of operating
income before federal income taxes was derived from electric service and the
balance from natural gas service.
APPLICATION OF PROCEEDS
Unless shares of Common Stock are purchased directly from the Company, the
Company will receive no proceeds from the offering of Common Stock through the
Plan. To the extent that any shares of Common Stock are purchased directly from
the Company, the Company intends to use the proceeds from the issuance of such
shares for general corporate purposes.
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 Company are
summaries of certain provisions of the Company'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 Company's Charter provides that, to the extent permitted by
the Business Corporation Law of the State of New York and the Company's Charter,
the Board of Directors of the Company is authorized, at any time or from time to
time, to establish and designate one or more series of the Company'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 Company's Preferred Stock, if
any should become outstanding, dividends on the Company's Common Stock will be
paid if, when and as determined by the Board of Directors of the Company from
time to time out of funds legally available therefor.
VOTING RIGHTS. Holders of the Company's Common Stock are entitled to one
vote for each share held by them on all matters submitted to the stockholders of
the Company. The Company'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 Company's Common Stock
do not have cumulative voting rights in the election of directors. The Company'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 Company's By-Laws. The Company's Board of Directors
is divided into three classes serving staggered three year terms.
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LIQUIDATION. In the event of any liquidation, dissolution or winding up of
the Company, either voluntary or involuntary, after payment or provision for
payment shall have been made of the amounts to which the holders of the
Company's Preferred Stock shall be entitled under the provisions of any series
of the Company's Preferred Stock established by the Board of Directors, the
holders of the Company's Common Stock will be entitled, to the exclusion of the
holders of the Company's Preferred Stock of any series, to share ratably,
according to the number of shares held by them, in all remaining assets of the
Company available for distribution.
PREEMPTIVE AND OTHER RIGHTS. The holders of the Company'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 Company 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 Company'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 Company's
Common Stock to be issued in connection with the Plan when issued will be fully
paid and non-assessable.
LISTING. The Company's Common Stock is listed on the New York Stock
Exchange.
TRANSFER AGENT AND REGISTRAR. The Transfer Agent and Registrar for the
Company's Common Stock is ChaseMellon Shareholder Services, L.L.C., P.O. Box
590, Ridgefield Park, New Jersey 07660.
LEGAL OPINION
The validity of the Common Stock issued hereby will be passed upon for the
Company by Huber Lawrence & Abell, 605 Third Avenue, New York, New York 10158,
General Counsel for the Company.
EXPERTS
The consolidated balance sheets as of December 31, 1997 and 1996 and the
consolidated statements of income, changes in common stock equity, and cash
flows for each of the three years in the period ended December 31, 1997, and the
related financial statement schedule of NYSEG incorporated in this Prospectus
Supplement by reference from NYSEG's Annual Report on Form 10-K are incorporated
herein by reference in reliance on the report of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
Statements made herein and in the documents incorporated by reference in
this Prospectus Supplement as to matters of law and legal conclusions have been
reviewed by Huber Lawrence & Abell, General Counsel for the Company, and have
been made in reliance upon their authority as experts. As of March 31, 1998, a
member of the firm of Huber Lawrence & Abell who participated in the preparation
of this Prospectus Supplement owned 2,104 shares of NYSEG Common Stock.
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