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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. 1)
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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. 1 (this "Amendment No. 1") amends and supplements the
Solicitation/ Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9")
filed with the Securities and Exchange Commission on July 30, 1997 by New York
State Electric & Gas Corporation, a New York corporation (the "Company"),
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 "Litigation" is hereby deleted in its entirety and
replaced with the following:
LITIGATION. On July 30, 1997, the Company commenced an action against
CalEnergy and CENY in the United States District Court for the Southern District
of New York. The action seeks preliminary and permanent injunctive relief
against the Stake-Out Tender Offer and planned takeover attempt of the Company
by CalEnergy and CENY, on the grounds, among other things, that CalEnergy has
breached and continues to violate the Confidentiality Agreement and that the
defendants' tender offer materials contain misleading and inadequate
disclosures, thereby violating the federal securities laws. In addition, the
Company seeks an order divesting any and all securities of the Company acquired
by CalEnergy and its affiliates while in possession of such confidential
information.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit
35* -- Complaint in NEW YORK STATE ELECTRIC & GAS CORPORATION V. CALENERGY COMPANY,
INC., ET AL. (U.S. District Court, Southern District of New York).
Exhibit
36* -- Letter to the Employees of the Company, dated July 30, 1997, relating to the
recommendation of the Board of Directors of the Company with respect to the
Stake-Out Tender Offer.
Exhibit
37* -- Letter to the Managers of the Company, relating to the recommendation of the
Board of Directors of the Company with respect to the Stake-Out Tender Offer.
Exhibit
38* -- Audio Script prepared for Wesley W. von Schack, relating to the
recommendation of the Board of Directors of the Company with respect to the
Stake-Out Tender Offer.
Exhibit
39* -- Letter to Retired Employees of the Company, dated July 30, 1997, relating to
the recommendation of the Board of Directors of the Company with respect to the
Stake-Out Tender Offer.
Exhibit
40* -- Audio Script prepared for the Company's Customer Call Center.
Exhibit
41* -- Advertisement run Thursday, July 31, 1997 in selected newspapers within the
Company's service territory.
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* Previously filed
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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: July 30, 1997
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