<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
SCHEDULE 14D-1
Amendment No. 9
(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)
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 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 and 8, 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 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(20) Advertisement run on or about August 12, 1997 by
CalEnergy Company, Inc. in selected newspapers
within New York State Electric & Gas Corporation's
service territory.
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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 13, 1997
CE ELECTRIC (NY), INC.
By: /s/ Steven A. McArthur
------------------------
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
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Page No.
Exhibit in Sequentially
No. Description Numbered Schedule
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<S> <C> <C>
(a)(20) Advertisement run on or about August 12, 1997 by
CalEnergy Company, Inc. in selected newspapers
within New York State Electric & Gas Corporation's
service territory.
</TABLE>
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To All New York State Electric & Gas Customers and Shareholders:
The $52,000,000 Question...
Q: How Much Of The $52 Million That NYSEG Has Put Into A Bank Account Will
Be Used To Lower Your Electric Rates Or To Increase Shareholder Value?
A: $0.00
All $52 Million Is For NYSEG's Board and Senior Executives. All They
Have To Do Is Quit.
When Was The Last Time You Saw A Bonus Pool For Quitters?
==============================================================================
In a press release dated July 30, 1997, the Board of Directors rejected
CalEnergy's 32% premium, $27.50 per share cash merger proposal and claimed to
do so in the interest of shareholders and customers. What they failed to tell
you in that press release is that the NYSEG Board also approved and amended
various "Golden Parachute" executive severance agreements providing for over
$52 million in payments to numerous NYSEG senior executives. The "Golden
Parachutes" provide that this $52 million in payments have already been
prefunded into an escrow account held solely for these executives and Board
members. But that's not all--under certain circumstances NYSEG executives are
entitled to collect their "Golden Parachutes" simply by quitting following a
CalEnergy-NYSEG combination. Rather than NYSEG's using this excess cash for
either its ratepayers or shareholders, the money has been squirreled away
solely for the benefit of NYSEG's management and board.
NYSEG's shareholders, customers, employees and
communities would all do better with CalEnergy.
==============================================================================
A CALENERGY-NYSEG COMBINATION...
THE RIGHT OPPORTUNITY AT THE RIGHT TIME
==============================================================================
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If you have any questions or need any assistance in tendering your NYSEG
shares, please call:
MACKENZIE Toll-Free at (800) 322-2885
PARTNERS, INC.
On July 18, 1997, CE Electric (NY), Inc., a subsidiary of CalEnergy, commenced
a cash tender offer for 6,540,670 common shares of NYSEG at a price of $24.50
per share. The tender offer is scheduled to expire at 12:00 midnight, New York
City time, on Thursday, August 14, 1997, unless extended.
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August 12, 1997
