<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)
---------------------
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)
------------------------------
649840105
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------------
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)
------------------------------
COPY TO:
SETH A. KAPLAN, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
This Amendment No. 6 (this "Amendment No. 6") 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, 3, 4 and 5 thereto filed with the Commission
on July 30, 1997, August 6, 1997, August 7, 1997, August 8, 1997 and August 11,
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 "LITIGATION" is hereby amended and supplemented as
follows:
On August 11, 1997, the Company filed its Motion for Preliminary Injunction
and Expedited Trial (the "Motion"). Pursuant to the Motion, the Company seeks a
preliminary injunction for the matters contained in Count III of the Amended
Complaint, including various disclosure claims which the Company believes
violate certain provisions of the federal securities laws.
The section captioned "PROCEEDINGS BEFORE THE PUBLIC SERVICE COMMISSION" is
hereby amended and supplemented as follows:
On August 11, 1997, the Company submitted a letter to the Commission
requesting that the Section 70 petition be amended to add as joint petitioners
Salerno Plastics Corp., NYCO Minerals, Inc., American Tissue Mills of New York,
Inc., McCadam Cheese Company and Telescope Casual Furniture, Inc., each of which
is a present customer of the Company.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C>
Exhibit 56 -- Advertisement run Tuesday, August 12, 1997, in selected newspapers within
the Company's service territory.
Exhibit 57 -- Letter to the Employees of the Company, dated August 8, 1997, relating to
the agreement in principle between the Company and the staff of the New York
Public Service Commission, among other matters.
</TABLE>
<PAGE>
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
-----------------------------------------
Wesley W. von Schack
(CHAIRMAN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER)
Dated: August 12, 1997
2
<PAGE>
Exhibit 56
WHO SAID
CUSTOMER SERVICE
IS GOING
OUT OF STYLE?
CalEnergy has stated publicly that reliability and customer service are not
the most important factors in determining success in the utility business.
We see things differently.
NYSEG's reliability and service have been rated the best in the state
by our customers. We also have the lowest complaint record
of any utility in the state, according to the Public Service Commission (PSC).
It's our job to provide unparalleled customer service at the lowest possible
price. And we will continue aggressive efforts to lower prices for our
customers, especially the excessive cost of energy from CalEnergy's Saranac
plant in Plattsburgh.
We have filed a specific plan with the PSC to reduce prices and give
customers full choice in selecting an energy provider. CalEnergy has
produced no plan - only promises.
NYSEG will not cut corners on reliability, safety and customer service.
[NYSEG LOGO]
SHAPING ENERGY ENVIRONMENTS
<PAGE>
Exhibit 57
[LETTERHEAD OF NYSEG]
August 8, 1997
Dear Shareholder:
Recently we entered into an agreement with the Public Service
Commission (PSC) staff regarding the transition to open competition within
our service area. This agreement will provide price reductions and choice to
our customers and the opportunity for improved returns for you, our
shareholders.
The agreement includes the following key elements:
- - We will forgo two previously approved price increases for residential and
certain commercial customers totaling 6% and freeze overall average
electric prices for those customers through July 31, 2002.
- - Rates for large-use industrial and commercial customers will be reduced
by 5% each year for the next five years.
- - A retail choice program that is the most aggressive plan in the state
for implementing customer choice, under which all customers will be
permitted to buy electricity in a competitive marketplace by August 1,
1999, reinforcing our commitment to competition.
- - After further negotiation, an extension of the current natural gas
settlement through July 31, 2002.
- - We will separate our fossil fuel generation into an unregulated
subsidiary and the generating units will be subject to an auction
process in which the company can participate.
- - And very importantly, we receive a reasonable opportunity to recover
all prudently incurred investments made in the past.
Prices could be reduced further by passing back to customers savings
from renegotiation of NUG contracts and the passage of proposed
securitization legislation. The combined effect of those and other actions
could be a 35% reduction in the real (inflation adjusted) price of
electricity and a 15% reduction in the real price of natural gas, both over
the next five years. PSC approval is expected in the fourth quarter of this
year.
This agreement has removed much of the uncertainty that has surrounded
our stock and will provide us greater flexibility to grow the business and
manage costs for the benefit of customers and shareholders.
<PAGE>
We are aggressively growing the natural gas business within the state
through franchise expansion. We are also pursuing strategic natural gas
initiatives outside the state such as the recently announced joint venture
with Central Maine Power to expand natural gas services in the state of
Maine. The generation business provides reliable, low cost wholesale energy
throughout the Northeast. XENERGY, our energy services company, is
recognized as a leader in the transition to retail choice and is a platform
for future growth. We are providing outstanding customer service, as
evidenced by our having the lowest customer complaint rate to the PSC of any
combination electric and gas utility in the state. And we are effectively
controlling costs throughout the business.
We anticipate that the board of directors will be in a position shortly
to review the dividend policy in its entirety, together with its overall view
on uses of the company's cash, including buyback of additional common shares.
I don't want to prejudge what actions the board might take, but the agreement
in principle is clearly positive in terms of providing an overall framework
for planning the company's needs for cash, and its ability to generate cash.
We will continue to act in your best interests, as well as the
interests of our customers, employees and the communities we serve. Your
support is greatly appreciated.
Yours sincerely,
/s/ Wes von Schack
