NEW YORK STATE ELECTRIC & GAS CORP, S-8, 1994-08-10

NEW YORK STATE ELECTRIC & GAS CORP
S-8, 1994-08-10
ELECTRIC & OTHER SERVICES COMBINED

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Registration No.

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

--------------------

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

--------------------

NEW YORK STATE ELECTRIC & GAS
CORPORATION
(Exact name of Registrant as specified in its charter)

NEW YORK 15-0398550
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

4500 VESTAL PARKWAY EAST, BINGHAMTON, N.Y. 13903
(Address of principal executive offices)

NEW YORK STATE ELECTRIC & GAS CORPORATION
EMPLOYEES' STOCK PURCHASE PLAN
(Full title of plan)

--------------------

SHERWOOD J. RAFFERTY
VICE PRESIDENT AND TREASURER
NEW YORK STATE ELECTRIC & GAS CORPORATION
P.O. BOX 3287
ITHACA, N.Y. 14852-3287
(Name and address of agent for service)
(607) 347-4131
(Telephone number, including area code, of agent for service)

--------------------

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE

PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
- ------------------------------------------ ------------ --------------- -------------- ------------
<S> <C> <C> <C> <C>
Common Stock,
($6.66 2/3 Par Value) ........................... 500,000 Shs. $ 25.25* $ 12,625,000* $ 4,354

* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h).
</TABLE>

Pursuant to the provisions of Rule 429 under the Securities Act of 1933,
the Prospectus relating to this Registration Statement also relates to shares of
Common Stock of the Registrant covered by Registration No. 33-13882.

<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The contents of Registration Statement on Form S-8 No. 33-13882 (filed
April 30, 1987) as amended by Amendment No. 1 to the Registration Statement
(filed May 15, 1987) are incorporated by reference into this Registration
Statement as if set forth herein.

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. The Company's Annual Report on Form 10-K for the year ended December
31, 1993, filed pursuant to the Securities Exchange Act of 1934 ("1934
Act").

2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1994 and June 30, 1994, filed pursuant to the 1934 Act.

3. The Company's Current Reports on Forms 8-K and 8-K/A dated June 9,
1994, filed pursuant to the 1934 Act.

All documents filed by the Company pursuant to Sections 13 or 14 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 ($6.66 2/3 Par
Value), Preferred Stock and the Preference Stock (none of the Preference Stock
now being outstanding) are summaries of certain provisions of the Company's
Certificate of Incorporation 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 Certificate of Incorporation filed as an exhibit to
this Registration Statement for the full provisions.

Dividend Limitations. After dividends on all outstanding Preferred Stock
and Preference Stock have been paid, or declared and funds set apart for their
payment, the Common Stock is entitled to such dividends as may be declared by
the Board of Directors out of funds legally available therefor. So long as
senior securities are outstanding, cash dividends can be paid on Common Stock
only out of retained earnings accumulated since December 31, 1946. Such
dividends are limited to 75% of Net Income Available for Common Stock if Common
Stock Equity falls below 25% of total capitalization, and to 50% if Common Stock
Equity falls below 20%. The Company's Common Stock Equity at June 30, 1994 was
approximately 45% of total capitalization. No dividends on Common Stock can be
paid unless all sinking fund requirements of the Preferred Stock and Preference
Stock are met. The Company has not been restricted in the payment of dividends
on Common Stock by these provisions and does not believe that it will be so
restricted in the future.

Voting Rights. Record holders of Common Stock have one vote for each
share held and are entitled to cumulative voting in the election of directors.

The Company's Board of Directors is divided into three classes serving
staggered three-year terms. The classification of directors makes it more
difficult for a minority stockholder to elect a director by cumulative voting.
The provision for classification does not apply in the event that the holders of
Preferred Stock or Preference Stock become entitled to elect directors, as
described below.

If Preferred Stock dividends are in default in an amount equivalent to four
full quarter-yearly dividends, the holders of the Preferred Stock voting
separately as a class are entitled to elect a majority of the Board of Directors
and their privilege continues until all dividends in default have been paid. If
Preference Stock dividends are in default in an amount equivalent to four full
quarter-yearly dividends, the holders of the Preference Stock, voting separately
as a class, are entitled to elect two members of the Board of Directors and
their privilege continues until all dividends in default have been paid. Neither
the holders of the Preferred Stock nor the holders of Preference Stock are
entitled to

II-1

<PAGE>

vote on any other matters except those in respect of which voting rights cannot
be denied or waived under any provision of law and except that certain corporate
actions may not be effected without the favorable vote of specified percentages
of the Preferred Stock and, in some cases, the Preference Stock.

Preemptive Rights. No holder of any class of stock is entitled to any
preemptive right to purchase or subscribe for any shares of stock issued by the
Company or to any obligations convertible into or carrying options to purchase
stock of the Company, or to any other preemptive rights under the laws of the
State of New York.

Other Rights. The outstanding shares of Common Stock are fully paid and
non-assessable. After satisfaction of the preferential liquidation rights of the
Preferred Stock and the Preference Stock, the holders of the Common Stock are
entitled to share ratably in the distribution of all remaining assets.

Listing. The Common Stock is listed on the New York Stock Exchange.

Transfer Agent and Registrar. The Transfer Agent and Registrar for the
Common Stock is Chemical Bank, 450 West 33rd Street, New York, N.Y. 10001.

Item 8. List of Exhibits.

See Exhibit Index.

Item 9. Undertakings

A. Undertaking to Update Annually.

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 Securities Act of 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;

(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 or Form S-8, 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 Securities Exchange Act of 1934 ("1934 Act") that are
incorporated by reference in this Registration Statement.

(2) that, for the purpose of determining any liability under the Act,
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.

(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.

B. Incorporation of Subsequent Exchange Act Documents by Reference.

The Registrant hereby undertakes that, for purposes of determining any
liability under the 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.

C. Indemnification

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions of the Registrant's By-Laws, the

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<PAGE>

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 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 Act and
will be governed by the final adjudication of such issue.

II-3

<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 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 9th day of
August, 1994.

New York State Electric & Gas Corporation

By J. A. Carrigg*
Chairman

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.

Principal Executive Officer:
J. A. Carrigg* Chairman and Director August 9, 1994

Principal Financial Officer:
S. J. Rafferty* Vice President and Treasurer August 9, 1994

Principal Accounting Officer:
E. A. Robinson* Vice President and Controller August 9, 1994

Directors:
Alison P. Casarett* Director
Everett A. Gilmour* Director
Paul L. Gioia* Director
John M. Keeler* Director
Allen E . Kintigh* Director August 9, 1994
Ben E. Lynch* Director
Alton G. Marshall* Director
David R. Newcomb* Director
Robert A. Plane* Director
C. William Stuart* Director

*By T.G. Borkowsky
(T. G. Borkowsky, attorney-in-fact)

II-4

<PAGE>

EXHIBIT INDEX

Exhibit No. Reference
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* 4-1 Restated Certificate of Incorporation (Filed in Registration
of the Company pursuant to Section 807 No. 33-50719 as Exhibit
of the Business Corporation Law filed No. 4-11).
in the Office of the Secretary of
State of the State of New York on
October 25, 1988.

* 4-2 Certificate of Amendment of the (Filed in Registration
Certificate of Incorporation filed in No. 33-50719 as Exhibit
the Office of the Secretary of State No. 4-12).
of the State of New York on October 17,
1989.

* 4-3 Certificate of Amendment of the (Filed in Registration
Certificate of Incorporation filed in No. 33-50719 as Exhibit
the Office of the Secretary of State of No. 4-13).
the State of New York on May 22, 1990.

* 4-4 Certificate of Amendment of the (Filed in Registration
Certificate of Incorporation filed in No. 33-50719 as Exhibit
the Office of the Secretary of State of No. 4-14).
the State of New York on October 31,
1990.

* 4-5 Certificate of Amendment of the (Filed in Registration
Certificate ofIncorporation filed in No. 33-50719 as Exhibit
the Office of the Secretary of State of No. 4-15).
the State of New York on February 6,
1991.

* 4-6 Certificate of Amendment of the (Filed in Registration
Certificate of Incorporation filed in No. 33-50719 as Exhibit
the Office of the Secretary of State of No. 4-16).
the State of New York on October 15,
1991.

* 4-7 Certificate of Merger of Columbia Gas (Filed in Registration
of New York, Inc. into the Company No. 33-50719 as Exhibit
filed in the Office of the Secretary No. 4-20).
of State of the State of New York on
April 8, 1991.

* 4-8 Certificate of Amendment of the (Filed in Registration
Certificate of Incorporation filed in No. 33-50719 as Exhibit
the Office of the Secretary of State of No. 4-17).
the State of New York on May 28, 1992.

* 4-9 Certificate of Amendment of the (Filed in Registration
Certificate of Incorporation filed in No. 33-50719 as Exhibit
the Office of the Secretary of State of No. 4-18).
the State of New York on October 20,
1992.

* 4-10 Certificate of Amendment of the (Filed in Registration
Certificate of Incorporation filed in No. 33-50719 as Exhibit
the Office of the Secretary of State of No. 4-19).
the State of New York on October 14,
1993.

* 4-11 Certificate of Amendment of the (Filed in Company's 10-K
Certificate of Incorporation filed in for year ended December 31,
the Office of the Secretary of State of 1993, File No. 1-3103-2,
the State of New York on December 10, as Exhibit No. 3-11).
1993.

* 4-12 Certificate of Amendment of the (Filed in Company's 10-K
Certificate of Incorporation filed in for year ended December 31,
the Office of the Secretary of State of 1993, File No. 1-3103-2,
the State of New York on December 20, as Exhibit No. 3-12).
1993.

<PAGE>

EXHIBIT INDEX -- Continued

Exhibit No. Reference
----------- ---------

* 4-13 Certificate of Amendment of the (Filed in Company's 10-K
Certificate of Incorporation filed in for year ended December 31,
the Office of the Secretary of State of 1993, File No. 1-3103-2,
the State of New York on December 20, as Exhibit No. 3-13).
1993.

* 4-14 By-Laws of the Company as amended (Filed in Company's 10-K
February 25, 1994. for year ended December 31,
1993, File No. 1-3103-2,
as Exhibit No. 3-15).

4-15 Employees' Stock Purchase Plan, as
amended July 8, 1994.

23-1 Consent of Coopers & Lybrand.

24-1 Power of Attorney of Directors and
Officers.

24-2 Power of Attorney of Company.

- ------------
* Incorporated by reference.

EXHIBIT 4-15

NEW YORK STATE ELECTRIC & GAS CORPORATION
EMPLOYEES' STOCK PURCHASE PLAN

1. PURPOSE

The Plan is designed to afford all eligible employees a convenient
means to participate in the ownership of the Company through the purchase of
Common Stock of the Company and thereby encourage their best efforts to further
the continued success and growth of the Company's business.

2. ELIGIBILITY

Any regular full-time employee of the Company who has completed five
months or more of service, including officers of the Company (hereinafter
referred to as employee) will be eligible to participate in the Plan, provided
that the employee is in the active service of the Company or on an approved
leave of absence on the day the employee's application is received.

3. METHOD OF PARTICIPATION

Participation in the Plan will require that the employee complete an
appropriate application for payroll deductions in weekly or semi-monthly payroll
periods. Such application for participation must be made at least two weeks in
advance of each six month period that begins on January 1 and July 1 of each
year. Subscriptions will be accepted on a payroll deduction basis, with a
minimum of $4.00 weekly or $10.00 semi-monthly and a maximum of 10% of
employee's basic wage or salary in effect at the time the deduction will be
made.

4. COMPANY CONTRIBUTIONS

The Company will pay the full administrative costs of the Plan
including brokerage costs. In addition, the Company will contribute an amount
equivalent to 10% of the employee's payroll deduction toward the purchase of
stock.

5. ADMINISTRATION

The Plan will be administered by a Committee to be known as the
Employees' Stock Purchase Plan Administration Committee, the membership of which
will be designated by the Chairman of the Company. The Employees' Nominee, who
will act on behalf of those participating in the Plan, will be designated by the
Committee.

6. PURCHASE AND PRICING OF STOCK

Purchases of stock will be made at least once in each month on behalf
of the participating employees, by an agent independent of the Company
designated by the Employees' Stock Purchase Plan Administration Committee, to
the extent of available funds provided from payroll deductions, Company
contributions and any dividends or proceeds from the sale of any rights received
respecting shares purchased but not yet distributed to employees. Such agent may
also act as executing broker for such purchases.

The price per share of stock purchased by the employee will be
determined by dividing the sum of the total number of shares purchased during
the current six month period and the number of shares purchased but remaining
undistributed from the prior six month period, into the sum of the total cost of
shares purchased in the current six month period and the total cost of the
undistributed shares purchased during the prior six month period.

7. ISSUANCE OF CERTIFICATES

As soon after the end of each six month period as possible,
certificates representing full shares purchased from funds made available will
be sent to the employee purchaser. The employee will also receive a statement of
account showing cash available for purchase of stock, shares purchased, price
per share and any cash balance remaining.

8. ELECTION TO WITHDRAW

An employee may elect to withdraw from the Plan on 30 days prior
written notice to the Employees' Stock Purchase Plan Administration Committee.
Following the end of the six month period, a certificate representing any

4-15-1

<PAGE>

full shares purchased, and any remaining cash balance, will be sent to the
withdrawing participant. An employee who withdraws from the Plan may not reenter
in less than a year after such withdrawal.

9. TERMINATION OF EMPLOYEE'S RIGHTS

If the employment of any employee is terminated for any reason,
including death or retirement, employee's rights under the Plan shall
immediately cease. Following the end of the six month period, a certificate
representing any full shares purchased, and any remaining cash balance, will be
sent to the employee.

In the event that the payroll deductions of an employee, or
participation in the Plan pursuant to its provisions, are interrupted or
interfered with by reason of any legal process, a withdrawal notice will be
considered as having been received from the employee at such time and
participation in the Plan shall cease.

No employee shall be permitted to sell, assign, transfer, pledge or
otherwise dispose of or encumber his or her rights to participate in the Plan,
or any interest the employee may have in the Plan and such rights and interests
may be exercised only by the employee. Except as may otherwise be provided by
law, such right and interest in the Plan shall not be liable for or subject to
the debts, contracts or liabilities of the employee. In the event of any act by
the employee, or the assertion of any claim by another party against the
employee or employee's rights and interests in the Plan, in derogation of these
provisions, a notice of withdrawal will be considered as having been received
from the employee, and employee's rights under the Plan shall terminate.

10. MISCELLANEOUS

Dividends on shares of stock during each six month period will be added
to the funds for purchase of stock and allocated to the participants on an
equitable basis. Any rights issued on stock held in the Plan will be sold and
the proceeds added to the funds for the purchase of stock and allocated to the
participants on a equitable basis.

The Company's 10% contribution toward the purchase of the stock is
compensation to the employee and, therefore, is taxable income.

11. TERMINATION OR AMENDMENT OF THE PLAN

The Board of Directors reserves the right to amend, modify, suspend or
revoke the Plan at any time without notice, but no modification may be made by
the Board which will alter the proportionate benefits under the Plan as between
officers and other employees. In the event of suspensions or revocation, a
notice of withdrawal will be considered as having been received at the time such
suspension or revocation becomes effective from each participating employee and
a certificate representing any full shares purchased, and any remaining cash
balance, will be sent to the employee. No amendment or modification of the Plan
shall be applicable with respect to a completed purchase period.

4-15-2

Exhibit 23-1

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this registration
statement of New York State Electric & Gas Corporation on Form S-8 of our
report dated January 28, 1994, on our audits of the consolidated financial
statements and financial statement schedules of New York State Electric & Gas
Corporation and Subsidiaries as of December 31, 1993 and 1992, and for each of
the three years in the period ended December 31, 1993, which report is
included in the Annual Report on Form 10-K for 1993 of New York State Electric
& Gas Corporation. We also consent to the reference in the prospectus to our
firm under the caption "Experts."

COOPERS & LYBRAND L.L.P.

New York, New York
August 10, 1994

23-1-1

EXHIBIT NO. 24-1
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of New York State Electric & Gas Corporation, a New York corporation,
which is planning to file with the Securities and Exchange Commission,
Washington, D.C., under the provisions of the Securities Act of 1933, as
amended, a Registration Statement on Form S-8 for the registration of 500,000
shares of Common Stock ($6.66 2/3 Par Value), hereby constitutes and appoints
J. A. Carrigg, R. P. Fagan, 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 such Registration Statement and any or all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, granting unto said attorneys, and each of
them, 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, as fully to all
intents and purposes as he might or could do if personally present, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any
one of them, or their or his substitutes or substitute, may lawfully do or
cause to be done by virtue hereof.