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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
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NEW YORK STATE ELECTRIC & GAS CORPORATION
(NAME OF SUBJECT COMPANY)
NEW YORK STATE ELECTRIC & GAS CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $6.66 2/3 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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649840105
(CUSIP NUMBER OF CLASS OF SECURITIES)
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DANIEL W. FARLEY, ESQ.
VICE PRESIDENT AND SECRETARY
NEW YORK STATE ELECTRIC & GAS CORPORATION
ITHACA-DRYDEN ROAD
P.O. BOX 3200
ITHACA, NEW YORK 14852-3200
(607) 347-2506
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS
ON BEHALF OF THE PERSON(S) FILING STATEMENT)
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COPY TO:
SETH A. KAPLAN, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
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This Amendment No. 5 (this "Amendment No. 5") amends and supplements the
Solicitation/ Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission (the "Commission") on July 30, 1997 by New
York State Electric & Gas Corporation, a New York corporation (the "Company"),
as amended by Amendment Nos. 1, 2, 3 and 4 thereto filed with the Commission on
July 30, 1997, August 6, 1997, August 7, 1997, and August 8, 1997 respectively
(as amended, the "Schedule 14D-9"), relating to the offer by CE Electric (NY),
Inc., a New York corporation ("CENY") and a wholly owned subsidiary of CalEnergy
Company, Inc., a Delaware corporation ("CalEnergy"), to purchase 6,540,670
shares of outstanding Common Stock, par value $6.66 2/3 per share, at $24.50 per
share. Capitalized terms used but not defined herein have their respective
meanings set forth in the Schedule 14D-9.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit 55 -- Advertisement run Monday, August 11, 1997, in selected newspapers in the
Company's service territory.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
NEW YORK STATE ELECTRIC & GAS CORPORATION
BY: /S/ WESLEY W. VON SCHACK
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Wesley W. von Schack
(CHAIRMAN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER)
Dated: August 11, 1997
2
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EXHIBIT 55
WHAT'S THE HURRY?
At NYSEG, we believe one ought to look before one leaps.
CalEnergy, the Nebraska company pursuing a junk bond-financed hostile takeover
of NYSEG, seems to have a different view.
But this isn't really about CalEnergy. And it isn't about NYSEG, either. It's
about issues like safety, service and reliability, as well as price. It's about
what is right and good for our customers, the communities we serve, our
employees and our shareholders.
That's why we have asked the Public Service Commission to take a hard look at
CalEnergy BEFORE we all find ourselves with an untested and debt-ridden
operator of our vital electric and natural gas distribution systems.
We thought we'd get the ball rolling with just a few opening questions:
What is CalEnergy's experience in running a public utility? Why has CalEnergy
said that reliability and customer service are NOT the most important factors?
Why won't CalEnergy renegotiate its Saranac contract, which is costing NYSEG
customers over $100 million per year in above-market electricity costs?
What assurances do NYSEG customers have that they won't end up paying the cost
of CalEnergy's highly leveraged and shaky capital structure?
And, if CalEnergy is so convinced this is a good deal for NYSEG customers,
employees, communities and shareholders, what's the hurry?
CalEnergy ought to go beyond promises, slow down, and address the real issues
at stake.
Our customers, the public and our shareholders deserve no less.
[NYSEG LOGO]
SHAPING ENERGY ENVIRONMENTS
