As filed with the Securities and Exchange Commission on November 15, 1996
Registration No. 33-
================================================================================
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
TAX DEFERRED SAVINGS PLAN FOR SALARIED EMPLOYEES
TAX DEFERRED SAVINGS PLAN FOR HOURLY PAID EMPLOYEES
(Full title of plans)
-----------------------
DANIEL W. FARLEY
VICE PRESIDENT AND SECRETARY
NEW YORK STATE ELECTRIC & GAS CORPORATION
P.O. BOX 3200
ITHACA, N.Y. 14852-3200
(Name and address of agent for service)
(607) 347-2506
(Telephone number, including area code, of agent for service)
-----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
------------------ ---------- -------------- -------------- ------------
<S> <C> <C> <C> <C>
Common Stock,
($6.66 2/3 Par Value) ...... 2,000,000 Shs. $21.7188* $43,437,600* $13,163
====================================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h).
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. 33-31897.
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>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of Registration Statement on Form S-8 No. 33-31897 (filed
November 2, 1989) as amended by Post-Effective Amendment No. 1 to the
Registration Statement (filed December 4, 1990) 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, 1995, filed pursuant to the Securities Exchange Act of 1934
("1934 Act").
2. The Annual Reports on Form 11-K for the year ended December 31,
1995 for the Tax Deferred Savings Plan For Salaried Employees and the Tax
Deferred Savings Plan For Hourly Paid Employees (collectively the "Plans")
filed pursuant to the 1934 Act.
3. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996 filed pursuant to the
1934 Act.
4. The Company's Current Reports on Form 8-K dated August 26, 1996 and
September 18, 1996, filed pursuant to the 1934 Act.
All documents filed by the Company 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 ($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 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 September 30, 1996
was approximately 50.7% 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
II-1
<PAGE>
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 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 ChaseMellon Shareholder Services, 450 West 33rd Street, New
York, N.Y. 10001.
ITEM 8. LIST OF 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.
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. 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 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 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.
II-2
<PAGE>
(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 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>
EXHIBIT INDEX
Exhibit No.
-----------
23-1 Consent of Coopers & Lybrand L.L.P.
23-2 Consent of Ernst & Young L.L.P.
24-1 Power of Attorney of Directors and Officers.
24-2 Power of Attorney of Company.
24-3 Power of Attorney for Tax Deferred Savings Plan for Salaried
Employees and Tax Deferred Savings Plan for Hourly Paid Employees.
<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 15th day of
November, 1996.
NEW YORK STATE ELECTRIC & GAS CORPORATION
By W. W. VON SCHACK*
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.
<TABLE>
<CAPTION>
Principal Executive Officer:
<S> <C> <C>
W. W. von Schack* Chairman and Director November 15, 1996
Principal Financial Officer:
S. J. Rafferty* Senior Vice President November 15, 1996
Principal Accounting Officer:
G. J. Turton* Vice President and Controller November 15, 1996
Directors:
James A. Carrigg* Director
Alison P. Casarett* Director
Joseph J. Castiglia* Director
Lois B. DeFleur* Director
Everett A. Gilmour* Director
Paul L. Gioia* Director November 15, 1996
John M. Keeler* Director
Allen E . Kintigh* Director
Ben E. Lynch* Director
Alton G. Marshall* Director
C. William Stuart* Director
*By /s/ T. G. BORKOWSKY
(T. G. Borkowsky, attorney-in-fact)
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, the Plans have
duly caused this 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 15th day of November, 1996.
NEW YORK STATE ELECTRIC & GAS NEW YORK STATE ELECTRIC & GAS
CORPORATION TAX DEFERRED CORPORATION TAX DEFERRED
SAVINGS PLAN FOR SALARIED SAVINGS PLAN FOR HOURLY PAID
EMPLOYEES EMPLOYEES
By: /s/ T. G. BORKOWSKY By: /s/ T. G. BORKOWSKY
---------------------------------- -----------------------------------
(T. G. Borkowsky, attorney-in-fact) (T. G. Borkowsky, attorney-in-fact)
EXHIBIT 23-1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of New York State Electric & Gas Corporation on Form S-8 of our report dated
January 26, 1996 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, 1995 and 1994, and for each of the three years
in the period ended December 31, 1995, which report is included in the Annual
Report on Form 10-K for 1995 of New York State Electric & Gas Corporation. We
also consent to the reference to our Firm under the caption "Experts".
/s/ COOPERS & LYBRAND L.L.P.
New York, New York
November 15, 1996
EXHIBIT 23-2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) and related Prospectus pertaining to the Tax
Deferred Savings Plan for Salaried Employees and the Tax Deferred Savings Plan
for Hourly Paid Employees of the New York State Electric & Gas Corporation and
to the incorporation by reference therein of our reports dated April 17, 1996,
with respect to the financial statements of the New York State Electric & Gas
Corporation Tax Deferred Savings Plan for Salaried Employees and the financial
statements of the New York State Electric & Gas Corporation Tax Deferred Savings
Plan for Hourly Paid Employees included in the Plans' Annual Reports (Form
11-K), both for the year ended December 31, 1995, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
Syracuse, New York
November 12, 1996
EXHIBIT 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 2,000,000
shares of Common Stock and the interests of the participants in the New York
State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid
Employees and Tax Deferred Savings Plan for Salaried Employees, hereby
constitutes and appoints W. W. von Schack, S. J. Rafferty, D. W. Farley, G. J.
Turton, R. D. Kump 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.
IN WITNESS WHEREOF, the undersigned has set their hand this 8th day of
November 1996.
/s/ WESLEY W. VON SCHACK
---------------------------------
Wesley W. von Schack
<PAGE>
EXHIBIT 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 2,000,000
shares of Common Stock and the interests of the participants in the New York
State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid
Employees and Tax Deferred Savings Plan for Salaried Employees, hereby
constitutes and appoints W. W. von Schack, S. J. Rafferty, D. W. Farley, G. J.
Turton, R. D. Kump 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.
IN WITNESS WHEREOF, the undersigned has set their hand this 8th day of
November 1996.
/s/ SHERWOOD J. RAFFERTY
-------------------------------
Sherwood J. Rafferty
<PAGE>
EXHIBIT 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 2,000,000
shares of Common Stock and the interests of the participants in the New York
State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid
Employees and Tax Deferred Savings Plan for Salaried Employees, hereby
constitutes and appoints W. W. von Schack, S. J. Rafferty, D. W. Farley, G. J.
Turton, R. D. Kump 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.
IN WITNESS WHEREOF, the undersigned has set their hand this 8th day of
November 1996.
/s/ GARY J. TURTON
------------------------
Gary J. Turton
<PAGE>
EXHIBIT 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 2,000,000
shares of Common Stock and the interests of the participants in the New York
State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid
Employees and Tax Deferred Savings Plan for Salaried Employees, hereby
constitutes and appoints W. W. von Schack, S. J. Rafferty, D. W. Farley, G. J.
Turton, R. D. Kump 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.
IN WITNESS WHEREOF, the undersigned has set their hand this 8th day of
November 1996.
/s/ JAMES A. CARRIGG
----------------------------
James A. Carrigg
<PAGE>
EXHIBIT 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 2,000,000
shares of Common Stock and the interests of the participants in the New York
State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid
Employees and Tax Deferred Savings Plan for Salaried Employees, hereby
constitutes and appoints W. W. von Schack, S. J. Rafferty, D. W. Farley, G. J.
Turton, R. D. Kump 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.
IN WITNESS WHEREOF, the undersigned has set their hand this 8th day of
November 1996.
/s/ ALISON P. CASARETT
------------------------------
Alison P. Casarett
<PAGE>
EXHIBIT 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 2,000,000
shares of Common Stock and the interests of the participants in the New York
State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid
Employees and Tax Deferred Savings Plan for Salaried Employees, hereby
constitutes and appoints W. W. von Schack, S. J. Rafferty, D. W. Farley, G. J.
Turton, R. D. Kump 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.
IN WITNESS WHEREOF, the undersigned has set their hand this 8th day of
November 1996.
/s/ JOSEPH J. CASTIGLIA
------------------------------
Joseph J. Castiglia
<PAGE>
EXHIBIT 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 2,000,000
shares of Common Stock and the interests of the participants in the New York
State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid
Employees and Tax Deferred Savings Plan for Salaried Employees, hereby
constitutes and appoints W. W. von Schack, S. J. Rafferty, D. W. Farley, G. J.
Turton, R. D. Kump 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.
IN WITNESS WHEREOF, the undersigned has set their hand this 8th day of
November 1996.
/s/ LOIS B. DEFLEUR
---------------------------
Lois B. DeFleur
<PAGE>
EXHIBIT 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 2,000,000
shares of Common Stock and the interests of the participants in the New York
State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid
Employees and Tax Deferred Savings Plan for Salaried Employees, hereby
constitutes and appoints W. W. von Schack, S. J. Rafferty, D. W. Farley, G. J.
Turton, R. D. Kump 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.
IN WITNESS WHEREOF, the undersigned has set their hand this 8th day of
November 1996.
/s/ EVERETT A. GILMOUR
------------------------------
Everett A. Gilmour
<PAGE>
EXHIBIT 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 2,000,000
shares of Common Stock and the interests of the participants in the New York
State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid
Employees and Tax Deferred Savings Plan for Salaried Employees, hereby
constitutes and appoints W. W. von Schack, S. J. Rafferty, D. W. Farley, G. J.
Turton, R. D. Kump 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.
IN WITNESS WHEREOF, the undersigned has set their hand this 8th day of
November 1996.
/s/ PAUL L. GIOIA
-------------------------
Paul L. Gioia
<PAGE>
EXHIBIT 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 2,000,000
shares of Common Stock and the interests of the participants in the New York
State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid
Employees and Tax Deferred Savings Plan for Salaried Employees, hereby
constitutes and appoints W. W. von Schack, S. J. Rafferty, D. W. Farley, G. J.
Turton, R. D. Kump 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.
IN WITNESS WHEREOF, the undersigned has set their hand this 8th day of
November 1996.
/s/ JOHN M. KEELER
-------------------------
John M. Keeler
<PAGE>
EXHIBIT 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 2,000,000
shares of Common Stock and the interests of the participants in the New York
State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid
Employees and Tax Deferred Savings Plan for Salaried Employees, hereby
constitutes and appoints W. W. von Schack, S. J. Rafferty, D. W. Farley, G. J.
Turton, R. D. Kump 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.
IN WITNESS WHEREOF, the undersigned has set their hand this 8th day of
November 1996.
/s/ ALLEN E. KINTIGH
----------------------------
Allen E. Kintigh
<PAGE>
EXHIBIT 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 2,000,000
shares of Common Stock and the interests of the participants in the New York
State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid
Employees and Tax Deferred Savings Plan for Salaried Employees, hereby
constitutes and appoints W. W. von Schack, S. J. Rafferty, D. W. Farley, G. J.
Turton, R. D. Kump 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.
IN WITNESS WHEREOF, the undersigned has set their hand this 8th day of
November 1996.
/s/ BEN E. LYNCH
-----------------------
Ben E. Lynch
<PAGE>
EXHIBIT 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 2,000,000
shares of Common Stock and the interests of the participants in the New York
State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid
Employees and Tax Deferred Savings Plan for Salaried Employees, hereby
constitutes and appoints W. W. von Schack, S. J. Rafferty, D. W. Farley, G. J.
Turton, R. D. Kump 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.
IN WITNESS WHEREOF, the undersigned has set their hand this 8th day of
November 1996.
/s/ ALTON G. MARSHALL
----------------------------
Alton G. Marshall
<PAGE>
EXHIBIT 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 2,000,000
shares of Common Stock and the interests of the participants in the New York
State Electric & Gas Corporation Tax Deferred Savings Plan for Hourly Paid
Employees and Tax Deferred Savings Plan for Salaried Employees, hereby
constitutes and appoints W. W. von Schack, S. J. Rafferty, D. W. Farley, G. J.
Turton, R. D. Kump 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.
IN WITNESS WHEREOF, the undersigned has set their hand this 8th day of
November 1996.
/s/ C. WILLIAM STUART
----------------------------
C. William Stuart
EXHIBIT 24-2
NEW YORK STATE ELECTRIC & GAS CORPORATION
CERTIFIED RESOLUTION
RESOLVED, that the Corporation hereby constitutes and appoints W. W. von
Schack, S. J. Rafferty, D. W. Farley, G. J. Turton, R. D. Kump 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 a Registration Statement under the
Securities Act of 1933, as amended, for the proposed offering of 2,000,000
shares of Common Stock ($6.66 2/3 Par Value) through the Salaried Plan and
Hourly Plan and the interests of participants in the Salaried Plan and the
interests of the participants in the Hourly Plan, any and all amendments to such
Registration Statement 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, Vice President and Secretary of NEW YORK STATE
ELECTRIC & GAS 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 November 8, 1996 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 15th day of November 1996.
/s/ DANIEL W. FARLEY
-----------------------------
Vice President and Secretary
(Seal)
EXHIBIT 24-3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that 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), in connection with
which a Registration Statement on Form S-8 is being filed with the Securities
and Exchange Commission, Washington, D.C., under the provisions of the
Securities Act of 1933, as amended, for the purpose of registering 2,000,000
shares of Common Stock and the interests of the participants in such Plans,
hereby constitutes and appoints W. W. von Schack, S. J. Rafferty, D. W. Farley,
G. J. Turton, R. D. Kump 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 on behalf of the Plans 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.
IN WITNESS WHEREOF, the undersigned have set their hands this 8th day of
November 1996.
/s/ GERALD E. PUTMAN
------------------------------
Gerald E. Putman
/s/ RICHARD R. BENSON
------------------------------
Richard R. Benson
/s/ SHERWOOD J. RAFFERTY
-------------------------------
Sherwood J. Rafferty
