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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. 4)
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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. 4 (this "Amendment No. 4") 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 and 3 thereto filed with the Commission on
July 30, 1997, August 6, 1997 and August 7, 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 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby amended as follows:
The section captioned "PROCEEDINGS BEFORE THE PUBLIC SERVICE COMMISSION" is
hereby amended and supplemented as follows:
On August 7, 1997 the Commission issued a Notice to Respond (the "Notice to
Respond") requiring CalEnergy to submit its response to the Section 70 Petition,
if any, by close-of-business on Monday, August 11, 1997 in order to allow the
Commission to render a determination concerning the relief requested in the
Section 70 Petition before the expiration of the Stake-Out Tender Offer.
Also on August 7, 1997, the Company submitted a letter to the Commission
requesting that the Section 70 Petition be amended to add as a joint petitioner
the Hon. Warren M. Anderson, who represented the 51st District in the New York
State Senate from 1953 to 1988 and was Majority Leader from 1973 to 1988.
A copy of the Notice to Respond is filed as an Exhibit to this Amendment No.
4 and is incorproated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit 53 -- Notice to Respond to Section 70 Petition.
Exhibit 54 -- Press Release of the Company, dated August 8, 1997.
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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 8, 1997
3
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Exhibit 53
STATE OF NEW YORK
PUBLIC SERVICE COMMISSION
Case 97-E-1390 Joint Petition of New York State Electric and Gas and the
Hon. Clifford Crouch for Declaratory Ruling that CalEnergy
Company, Inc., and Its Subsidiaries May Not Acquire Any of
the Company's Stocks or Bonds Without the Commission's
Prior Approval and For An Order Enjoining CalEnergy and
Its Subsidiaries From Acquiring Any Such Securities.
NOTICE TO RESPOND
(Issued August 7, 1997)
By Joint Petition filed on August 6, 1997, New York State Electric and
Gas Corporation (NYSEG) and the Hon. Clifford Crouch request a Declaratory
Ruling that CalEnergy Company, Inc., (CalEnergy) and its Subsidiaries may not
acquire any of NYSEG's stocks or bonds without prior Commission approval and
an Order enjoining CalEnergy and its Subsidiaries from acquiring any such
securities.
CalEnergy's tender offer to purchase NYSEG's securities is currently
scheduled to expire on August 14, 1997; accordingly, in order to allow the
Commission to render a determination concerning the requested relief,
CalEnergy should submit ten (10) copies of its response to the Petition, if
any, with the Secretary to the Commission and serve a copy on the petitioners
herein by close-of-business on Monday, August 11, 1997.
John C. Crary
Secretary
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Exhibit 54
NEWS RELEASE...
NYSEG RESPONDS TO CALENERGY PRESS RELEASE
IMMEDIATE RELEASE
BINGHAMTON, NY, AUGUST 8, 1997 -- New York State Electric & Gas (NYSEG)
(NYSE:NGE) issued the following statement in response to a CalEnergy press
release issued earlier today:
"We don't understand CalEnergy's emotional rhetoric.
"They -- not NYSEG -- launched a hostile takeover attempt that, if
successful, would leave NYSEG customers, communities and
shareholders with an inexperienced operator and a mountain of debt just
as the company heads into a new era of competition.
"We don't know how CalEnergy could have thought that their hostile
takeover attempt wouldn't raise some very important public policy and
legal issues that require close study by NYSEG, its customers and the
relevant regulatory bodies. All we are saying is: let's examine the
issues.
"CalEnergy appears to have leapt without looking. Now they are asking
us to help them break their fall."
Contact: Katherine Karlson
NYSEG Corporate Communications
(607) 762-7976
August 8, 1997
