As filed with the Securities and Exchange Commission on May 21, 1997
Registration No. 333-
================================================================================
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
1997 STOCK OPTION PLAN
(Full title of plan)
----------
DANIEL W. FARLEY
VICE PRESIDENT AND SECRETARY
NEW YORK STATE ELECTRIC & GAS CORPORATION
CORPORATE DRIVE--KIRKWOOD INDUSTRIAL PARK
P.O. BOX 5224
BINGHAMTON, N.Y. 13902-5224
(Name and address of agent for service)
(607) 762-7750
(Telephone number, including area code, of agent for service)
----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
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>
COMMON STOCK,
($6.66 2/3 PAR VALUE) ..................... 3,300,000 SHS.(1) $21.9375(2) $72,393,750(2) $21,938
==================================================================================================================
</TABLE>
(1) The number of shares of Common Stock registered herein is subject to
adjustment to prevent dilution resulting from stock splits, stock dividends
or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h).
================================================================================
<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. The Company's Annual Report on Form 10-K for the year ended
December 31, 1996, filed pursuant to the Securities Exchange Act of 1934
("1934 Act").
2. The Company's Quarterly Report on Form l0-Q for the quarter ended
March 31, 1997, 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 April 30, 1997 was
approximately 51.6% 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.
<PAGE>
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 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 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Business Corporation Law of the State of New York ("BCL") provides
that if a derivative action is brought against a director or officer, the
Company 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 Company, 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 Company. In a nonderivative action or threatened
action, the BCL provides that the Company 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 Company.
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.
<PAGE>
The By-Laws of the Company provide that to the extent not prohibited by
law, the Company 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
Company 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 Company.
The By-Laws of the Company 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;
(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 Company 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 Company, or who is serving, or is about to
serve, at the request of the Company, 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 Company 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. 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. 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
<PAGE>
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.
(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.
<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 21st day of May,
1997.
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.
Principal Executive Officer:
W. W. von Schack* Chairman and Director May 21, 1997
Principal Financial Officer:
S. J. Rafferty* Senior Vice President May 21, 1997
Principal Accounting Officer:
G. J. Turton* Vice President and May 21, 1997
Controller
Directors:
Richard Aurelio* Director
James A. Carrigg* Director
Alison P. Casarett* Director
Joseph J. Castiglia* Director
Lois B. DeFleur* Director
Everett A. Gilmour* Director
Paul L. Gioia* Director May 21, 1997
John M. Keeler* Director
Allen E. Kintigh* Director
Ben E. Lynch* Director
Alton G. Marshall* Director
Walter G. Rich* Director
* By: /s/ T.G. BORKOWSKY
(T. G. Borkowsky, attorney-in-fact)
<PAGE>
EXHIBIT INDEX
Exhibit No.
- -----------
5 Opinion of Huber Lawrence & Abell with respect to the legality of
the securities registered hereunder.
23-1 Consent of Coopers & Lybrand L.L.P.
23-2 Consent of Huber Lawrence & Abell.
(Included in opinion filed as Exhibit No. 5).
24-1 Power of Attorney of Directors and Officers.
24-2 Power of Attorney of Company.
EXHIBIT 5
May 21, 1997
New York State Electric
& Gas Corporation
P.O. Box 3287
Ithaca, New York 14852-3287
Dear Sirs:
In connection with the proposed offering and sale by New York State
Electric & Gas Corporation (the "Company") of not to exceed an aggregate of
3,300,000 shares of its Common Stock ($6.66 2/3 Par Value) (the "Stock")
pursuant to the terms of its 1997 Stock Option Plan ("Plan"), the Company is
filing with the Securities and Exchange Commission a Registration Statement
under the Securities Act of 1933, as amended, on Form S-8 (the "Registration
Statement") with which this opinion is to be included as an Exhibit.
As your counsel, we are generally familiar with the corporate proceedings
of the Company and are generally familiar with the Plan.
In our opinion, when the actions as hereinafter set forth shall have been
taken, the Stock will have been duly authorized, and, when sold, will be legally
issued, fully paid and non-assessable:
(a) The Registration Statement shall have been filed with the
Securities and Exchange Commission and shall have become effective;
(b) The Public Service Commission of the State of New York shall have
approved the issuance and sale of the Stock;
(c) The Executive Compensation and Succession Committee of the Board
of Directors of the Company shall have authorized the issuance and sale of
the Stock;
(d) The common stockholders of the Company shall have approved the
issuance and sale of the Stock in accordance with the terms of the Plan;
and
(e) The Stock shall have been appropriately issued and delivered to
the purchaser or purchasers thereof in accordance with the terms of the
Plan and the consideration therefor received by the Company.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the making of the statements with reference to our
firm under the heading "Legal Opinion" in the related prospectus.
Very truly yours,
/s/ HUBER LAWRENCE & ABELL
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 31, 1997 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, 1996 and 1995, and for each of the three years
in the period ended December 31, 1996, which report is included in the Annual
Report on Form 10-K for 1996 of New York State Electric & Gas Corporation. We
also consent to the reference to our Firm under the caption "Experts" in the
related Prospectus pertaining to the 1997 Stock Option Plan.
/s/ COOPERS & LYBRAND L.L.P.
New York, New York
May 21, 1997
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 not to
exceed 3,300,000 shares of Common Stock ($6.66 2/3 Par Value) through the
Corporation's 1997 Stock Option Plan, 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) his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, to sign, execute and file such Registration Statement, any and
all amendments thereto, 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 might or could
do.
IN WITNESS WHEREOF, the undersigned has set their hand this 14th day of
March 1997.
/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 not to
exceed 3,300,000 shares of Common Stock ($6.66 2/3 Par Value) through the
Corporation's 1997 Stock Option Plan, 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) his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, to sign, execute and file such Registration Statement, any and
all amendments thereto, 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 might or could
do.
IN WITNESS WHEREOF, the undersigned has set their hand this 14th day of
March 1997.
/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 not to
exceed 3,300,000 shares of Common Stock ($6.66 2/3 Par Value) through the
Corporation's 1997 Stock Option Plan, 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) his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, to sign, execute and file such Registration Statement, any and
all amendments thereto, 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 miqht or could
do.
IN WITNESS WHEREOF, the undersigned has set their hand this 14th day of
March 1997.
/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 not to
exceed 3,300,000 shares of Common Stock ($6.66 2/3 Par Value) through the
Corporation's 1997 Stock Option Plan, 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) his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, to sign, execute and file such Registration Statement, any and
all amendments thereto, 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 might or could
do.
IN WITNESS WHEREOF, the undersigned has set their hand this 8th day of May
1997.
/s/ RICHARD AURELIO
-----------------------------
Richard Aurelio
<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 not to
exceed 3,300,000 shares of Common Stock ($6.66 2/3 Par Value) through the
Corporation's 1997 Stock Option Plan, 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) his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, to sign, execute and file such Registration Statement, any and
all amendments thereto, 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 might or could
do.
IN WITNESS WHEREOF, the undersigned has set their hand this 14th day of
March 1997.
/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 not to
exceed 3,300,000 shares of Common Stock ($6.66 2/3 Par Value) through the
Corporation's 1997 Stock Option Plan, 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) his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, to sign, execute and file such Registration Statement, any and
all amendments thereto, 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 might or could
do.
IN WITNESS WHEREOF, the undersigned has set their hand this 14th day of
March 1997.
/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 not to
exceed 3,300,000 shares of Common Stock ($6.66 2/3 Par Value) through the
Corporation's 1997 Stock Option Plan, 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) his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, to sign, execute and file such Registration Statement, any and
all amendments thereto, 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 might or could
do.
IN WITNESS WHEREOF, the undersigned has set their hand this 14th day of
March 1997.
/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 not to
exceed 3,300,000 shares of Common Stock ($6.66 2/3 Par Value) through the
Corporation's 1997 Stock Option Plan, 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) his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, to sign, execute and file such Registration Statement, any and
all amendments thereto, 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 might or could
do.
IN WITNESS WHEREOF, the undersigned has set their hand this 14th day of
March 1997.
/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 not to
exceed 3,300,000 shares of Common Stock ($6.66 2/3 Par Value) through the
Corporation's 1997 Stock Option Plan, 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) his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, to sign, execute and file such Registration Statement, any and
all amendments thereto, 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 might or could
do.
IN WITNESS WHEREOF, the undersigned has set their hand this 14th day of
March 1997.
/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 not to
exceed 3,300,000 shares of Common Stock ($6.66 2/3 Par Value) through the
Corporation's 1997 Stock Option Plan, 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) his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, to sign, execute and file such Registration Statement, any and
all amendments thereto, 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 might or could
do.
IN WITNESS WHEREOF, the undersigned has set their hand this 14th day of
March 1997.
/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 not to
exceed 3,300,000 shares of Common Stock ($6.66 2/3 Par Value) through the
Corporation's 1997 Stock Option Plan, 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) his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, to sign, execute and file such Registration Statement, any and
all amendments thereto, 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 might or could
do.
IN WITNESS WHEREOF, the undersigned has set their hand this 14th day of
March 1997.
/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 not to
exceed 3,300,000 shares of Common Stock ($6.66 2/3 Par Value) through the
Corporation's 1997 Stock Option Plan, 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) his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, to sign, execute and file such Registration Statement, any and
all amendments thereto, 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 might or could
do.
IN WITNESS WHEREOF, the undersigned has set their hand this 14th day of
March 1997.
/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 not to
exceed 3,300,000 shares of Common Stock ($6.66 2/3 Par Value) through the
Corporation's 1997 Stock Option Plan, 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) his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, to sign, execute and file such Registration Statement, any and
all amendments thereto, 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 might or could
do.
IN WITNESS WHEREOF, the undersigned has set their hand this 14th day of
March 1997.
/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 not to
exceed 3,300,000 shares of Common Stock ($6.66 2/3 Par Value) through the
Corporation's 1997 Stock Option Plan, 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) his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, to sign, execute and file such Registration Statement, any and
all amendments thereto, 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 might or could
do.
IN WITNESS WHEREOF, the undersigned has set their hand this 14th day of
March 1997.
/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 not to
exceed 3,300,000 shares of Common Stock ($6.66 2/3 Par Value) through the
Corporation's 1997 Stock Option Plan, 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) his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, to sign, execute and file such Registration Statement, any and
all amendments thereto, 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 might or could
do.
IN WITNESS WHEREOF, the undersigned has set their hand this 8th day of May
1997.
/s/ WALTER G. RICH
-----------------------------
Walter G. Rich
EXHIBIT 24-2
NEW YORK STATE ELECTRIC & GAS CORPORATION
Certified Resolutions
---------------------
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 not to exceed 3,300,000 shares of Common Stock
($6.66 2/3 Par Value) through the 1997 Stock Option 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 March 14, 1997 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 7th day of May 1997.
/s/ DANIEL W. FARLEY
----------------------------------
Vice President and Secretary
(Seal)
