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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
AMENDMENT NO. 3
(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
and 2, 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:
On July 31, 1997, CalEnergy issued a press release regarding NYSEG's
refusal to provide the Purchaser with a shareholder list and recent amendments
by NYSEG to NYSEG's severance programs. A copy of the press release is attached
hereto as Exhibit (a)(12) and incorporated herein by reference.
Item 11. Material To Be Filed as Exhibits.
(a)(12) Text of Press Release, dated July 31, 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: July 31, 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
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EXHIBIT INDEX
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Exhibit Description Page No.
No. ----------- in Sequentially
- ------- Numbered Schedule
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(a)(12) Text of Press Release, dated July 31, 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
(402) 341-4500 (212) 371-5999
CALENERGY REPORTS NYSEG BOARD APPROVAL OF OVER
$52 MILLION IN "GOLDEN PARACHUTE" PAYMENTS
TO SENIOR EXECUTIVES
CALENERGY SUES NYSEG TO OBTAIN RELEASE OF
NYSEG SHAREHOLDER LIST
New York, New York, July 31, 1997 -- CalEnergy Company, Inc.
("CalEnergy") (NYSE, PSE and LSE symbol: CE) announced today that it has sued
New York State Electric & Gas Corporation ("NYSEG") (NYSE symbol: NGE) in state
court for denying the NYSEG shareholder list to CE Electric (NY), Inc.
("CENY"), a subsidiary of CalEnergy and a substantial NYSEG shareholder. CENY
requested the shareholder list in order to facilitate communications with other
shareholders of NYSEG regarding the affairs of NYSEG, including: the tender
offer commenced by CENY and CalEnergy on July 18, 1997; the proposal by
CalEnergy to acquire NYSEG in a consensual merger; and the conducting of a
possible consent or proxy solicitation, if CalEnergy determines to do so.
David L. Sokol, Chairman and Chief Executive Officer of CalEnergy,
said, "It is outrageous that NYSEG's current Board and management have forced
us to go to court to seek a complete list of shareholders when we are entitled
to the list under New York State law. NYSEG's refusal to provide the list of
shareholders to allow CalEnergy to communicate directly with shareholders
demonstrates NYSEG's obvious fear of allowing shareholders to make their
choice.
"It is ironic that, while attempting to deny shareholders the right to
decide for themselves whether to consider our 32% premium, $27.50 per share
cash merger proposal, the Board also approved and amended various 'Golden
Parachute' severance agreements providing for $52 million in payments to
numerous NYSEG senior executives."
Mr. Sokol added, "What is highly unusual is that these 'Golden
Parachutes' purport to provide, among other things, that select NYSEG
executives are entitled to collect their Golden Parachute payments simply by
resigning following the acquisition of NYSEG by CalEnergy, if, for example,
these executives assert that their status is altered merely due to the fact
that NYSEG is no longer a public company. It seems to be a questionable
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attempt to create a bonus for quitters. And it doesn't stop there.
"The 'Golden Parachutes' also provide that this $52 million in
payments have already been prefunded into an escrow account held solely for
these executives and board members. It is notable that rather than NYSEG using
this excess cash for the benefit of either ratepayers or shareholders, the
money has been squirreled away solely for the benefit of NYSEG management.
These actions demonstrate the unfortunate excesses that can occur when
management has no significant ownership in a company and feels free to pay
itself generously with other people's money," continued Mr. Sokol.
"Whenever NYSEG shareholders or ratepayers review their lackluster
stock price performance or pay their monthly utility bills, they should
remember the $52 million parachute pool that has been set up for NYSEG
executives.
"Unfortunately these Golden Parachutes are not the only wasteful
actions taken by NYSEG. NYSEG has also entered into excessive fee arrangements
with Goldman Sachs and Morgan Stanley and initiated wasteful and costly
litigation. These actions are estimated to cost at least between $1.00 and
$1.08 per share," concluded Mr. Sokol.
On July 18, 1997, CENY formally commenced a cash tender offer for
6,540,670 common shares of NYSEG at a price of $24.50 per share (which,
together with shares already owned by CalEnergy, represents the maximum number
of shares the Company can own prior to obtaining regulatory approval for the
merger). The tender offer is scheduled to expire at 12:00 midnight, New York
City time, on Thursday, August 14, 1997, unless extended.
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.
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