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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
FINAL AMENDMENT
(TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934)
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NEW YORK STATE ELECTRIC & GAS CORPORATION
(Subject Company)
CALENERGY COMPANY, INC.
CE ELECTRIC (NY), INC.
(Bidder)
COMMON STOCK, PAR VALUE $6.66 2/3 PER SHARE
(Title of Class of Securities)
649840105
(CUSIP Number of Class of Securities)
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STEVEN A. MCARTHUR, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CALENERGY COMPANY, INC.
302 SOUTH 36TH STREET, SUITE 400
OMAHA, NEBRASKA 68131
(402) 341-4500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
Copies to:
PETER J. HANLON, ESQ.
WILLKIE FARR & GALLAGHER
ONE CITICORP CENTER
153 EAST 53RD STREET
NEW YORK, NEW YORK 10022
(212) 821-8000
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CalEnergy Company, Inc., a Delaware corporation ("CalEnergy"), and CE
Electric (NY), Inc., a New York corporation and a wholly owned subsidiary of
CalEnergy (the "Purchaser"), hereby finally amend and supplement their
Statement on Schedule 14D-1 ("Schedule 14D-1") filed with the Securities and
Exchange Commission (the "Commission") on July 18, 1997, as amended by
Amendment Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9 and 10, with respect to the
Purchaser's offer to purchase 6,540,670 shares of Common Stock, par value
$6.66-2/3 per share (the "Shares"), of New York State Electric & Gas
Corporation, a New York corporation ("NYSEG"), upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated July 18, 1997 (the
"Offer to Purchase") and the related Letter of Transmittal.
Unless otherwise indicated herein, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule
14D-1.
Item 10. Additional Information.
The Offer expired at midnight, New York City time, on Thursday, August
14, 1997 (the "Expiration Date"), and will not be extended. Since a condition
to the Offer was not satisfied as of the Expiration Date, no Shares were
purchased and all the Shares tendered and not properly withdrawn as of the
Expiration Date will be returned by the Depositary.
On August 15, 1997, CalEnergy issued a press release relating to the
expiration of the Offer. The full text of such press release is filed herewith
as Exhibit (a)(24) and is incorporated herein by reference.
Item 11. Material To Be Filed as Exhibits.
(a)(24) Text of Press Release, dated August 15, 1997, issued by
CalEnergy Company, Inc.
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Signatures
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
Dated: August 15, 1997
CE ELECTRIC (NY), INC.
By:/s/ Steven A. McArthur
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Steven A. McArthur, Esq.
Senior Vice President
General Counsel and Secretary
CALENERGY COMPANY, INC.
By:/s/ Steven A. McArthur
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Steven A. McArthur, Esq.
Senior Vice President
General Counsel and Secretary
2
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EXHIBIT INDEX
Page No.
Exhibit in Sequentially
No. Description Numbered Schedule
- -------- ----------- -----------------
(a)(24) Text of Press Release, dated August 15,
1997, issued by CalEnergy Company, Inc.
3
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FOR IMMEDIATE RELEASE
Contacts:
Patti McAtee Joele Frank
Director, Corporate Communications Abernathy MacGregor
(402) 341-4500 (212) 371-5999
CALENERGY ANNOUNCES EXPIRATION OF TENDER OFFER
New York, New York, August 15, 1997. CalEnergy Company, Inc.
("CalEnergy") (NYSE, PSE and LSE symbol: CE) announced today that its tender
offer for 6,540,670 shares of New York State Electric & Gas Corporation
("NYSEG") (NYSE symbol: NGE) common stock at a price of $24.50 per share had
expired at midnight on August 14, 1997 because its minimum tender condition of
9.9% of the shares being tendered had not been met. CalEnergy made the
following statement:
"We are very appreciative of the many people and organizations who
supported us in our effort to break the monopoly stranglehold which NYSEG has
on its ratepayers. We wish you well in your continued efforts to bring down
the electric rates in your area and to introduce true electric competition. We
would also like to express our appreciation to the New York Public Service
Commission for the fair treatment we received.
"It is our belief that a $27.50 per share cash merger price for NYSEG
was a full and fair offer. We reiterate that NYSEG's Board did a great
disservice to its shareholders by refusing to meet with us. We believe NYSEG's
frivolous and unrelenting litigation efforts and misinformation campaign
unfortunately resulted in the NYSEG shareholders' decision not to accept our
offer.
"NYSEG will no doubt claim victory, however, this is truly a Phyrric
victory. NYSEG management engaged in a scorched earth campaign which, in the
span of just a few weeks, wasted an enormous amount of money that could have
been used to create value for shareholders and lower rates for customers.
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"The only beneficiaries in this process appear to be NYSEG's Board and
Senior Executives who granted themselves $52 million in benefits, and NYSEG's
investment bankers and lawyers who will split over $20,000,000 in fees -- but
they have benefited at the expense of ratepayers, employees and shareholders
of NYSEG. As enormous as these sums are, they pale in comparison to the lost
rate reductions that we believe we could have achieved. Our proposed rate
reductions to all of NYSEG's customers would have been over three times the
amounts proposed by NYSEG in its tentative settlement with the Public Service
Commission staff and would have included reductions for residential customers.
Only through such substantial rate reductions will NYSEG be competitive in the
region given the dramatically lower cost of electricity which surrounds New
York State.
"CalEnergy will continue to do as it has always done -- thrive in the
competitive marketplace. We intend to evaluate our options and explore other
potential combinations."
CalEnergy, which manages and owns interests in over 5,000 net MW of
power generation facilities in operation, construction and development
worldwide, currently operates 20 generating facilities and also supplies and
distributes electricity to 1.5 million customers.
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