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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
AMENDMENT NO. 4
(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.
MICHAEL A. SCHWARTZ, 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 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 and 3, 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 information set forth in Item 10(f) is hereby amended and
supplemented by the following:
The required waiting period under the Hart-Scott-Rodino Act with
respect to the Offer expired on August 1, 1997. In connection with such
termination of the waiting period, CalEnergy issued a press release, a copy of
which is attached hereto as Exhibit (a)(13) and incorporated herein by
reference.
Item 11. Material To Be Filed as Exhibits.
(a)(13) Text of Press Release, dated August 4, 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 4, 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
--------------------------------
Steven A. McArthur, Esq.
Senior Vice President
General Counsel and Secretary
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EXHIBIT INDEX
Page No.
Exhibit in Sequentially
No. Description Numbered Schedule
- ------- ----------- -----------------
(a)(13) Text of Press Release, dated August 4, 1997,
issued by CalEnergy Company, Inc.
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FOR IMMEDIATE RELEASE
Contacts:
Patti J. McAtee Joele Frank
Director, Corporate Communications Abernathy, MacGregor Group, Inc.
(402) 341-4500 (212) 371-5999
CALENERGY ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO
ANTITRUST WAITING PERIOD FOR NYSEG TENDER OFFER
CALENERGY CALLS UPON NYSEG BOARD TO HEED SHAREHOLDERS' REQUEST FOR DISCUSSIONS
NEW YORK, NEW YORK, AUGUST 4, 1997, CalEnergy Company, Inc.
("CalEnergy") (NYSE, PSE and LSE symbol: CE) today announced, with respect to
its subsidiary's $24.50 per share cash tender offer for 6,540,670 shares of the
common stock of New York State Electric & Gas Corporation ("NYSEG") (NYSE
symbol: NGE), that the antitrust waiting period under the Hart-Scott-Rodino
Antitrust Improvement Act of 1976 expired as of 12:00 midnight, New York City
time, August 1, 1997. The tender offer is scheduled to expire at 12:00
midnight, New York City time, on August 14, 1997, unless the offer is extended.
David L. Sokol, Chairman and Chief Executive Officer of CalEnergy,
stated, "We are pleased that the Hart-Scott-Rodino waiting period has expired
which permits our tender offer to proceed without further federal antitrust
review."
Mr. Sokol further stated, "We are pleased by the recent public
statements made by certain of the largest NYSEG shareholders encouraging the
NYSEG board to commence merger discussions with CalEnergy. In this regard, we
reiterate our willingness to immediately commence merger negotiations with
NYSEG."
CalEnergy, which manages and owns interests in over 5,000 net MW of
power generation facilities in operation, construction and development
worldwide, currently operates 19 generating facilities and also supplies and
distributes electricity to 1.5 million customers.
