<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report July 28, 1997
(Date of earliest event reported)
New York State Electric & Gas Corporation
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 1-3103-2 15-0398550
- ----------------------------- ------------------------- ----------------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
P.O. Box 3287, Ithaca, NY 14852-3287
--------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (607) 347-4131
NA
(Former name or former address, if changed since last report)
This Form 8-K consists of 3
sequentially numbered pages.
<PAGE>
ITEM 5. OTHER EVENTS
New York State Electric & Gas Corporation (Company) and the staff of
the Public Service Commission of the State of New York (PSC Staff) have
entered into the NYSEG/PSC Staff Joint Statement of Principles to Govern a
Settlement (Statement of Principles), dated July 28, 1997. The Statement of
Principles sets forth the principles that the parties have agreed will govern
a settlement of the Company's ongoing proceeding before the Public Service
Commission. The Statement of Principles was disclosed to the public by a
press release on July 30, 1997. The Statement of Principles is filed as an
Exhibit hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(c) EXHIBITS.
The Following Exhibits are filed herewith:
EXHIBIT 1 -- NYSEG/PSC Staff Joint Statement of Principles to Govern a
Settlement, dated July 28, 1997.
EXHIBIT 2 -- Press Release, dated July 30, 1997, relating to the agreement
in principle between the Company and the Staff of the New York
Public Service Commission.
2
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NEW YORK STATE ELECTRIC & GAS CORPORATION
(Registrant)
By /s/ Sherwood J. Rafferty
---------------------------------------
Sherwood J. Rafferty
Senior Vice President and Chief Financial Officer
(Chief Financial Officer)
Date: July 30, 1997
<PAGE>
Exhibit 1
July 28, 1997
NYSEG/PSC Staff Joint Statement of Principles
to Govern a Settlement
Coal Plant Valuation
o Coal plant valuation to be determined by a simultaneous multiple round open
auction process designed to obtain highest final market value for purposes
of mitigation of above-market costs and establishment of regulatory asset
for recovery of remaining above-market costs. All coal plants and
associated assets and liabilities (including, without limitation, Somerset
railroad, environmental liabilities, coal purchase contracts, etc.) will be
subject to such auction process. The process will not be designed to
necessarily require NYSEG to divest its coal plants to a third party,
except as otherwise agreed to in this settlement. The company's unregulated
generating subsidiary (GenSub) can participate as a bidder, and shall not
have any special rights or privileges, including the right to close out the
bidding by a matching bid. NYSEG shall provide (with appropriate
confidentiality protections) all potential bidders with the same plant and
operating information as NYSEG makes available to GenSub.
o The ascending bid auction proceeds for a given coal plant until no new bids
are received. Bids are compared in the auction process on a gross cash
basis, and the company agrees to sell (or transfer to GenSub) the plants at
the auction determined value without subsequent negotiation of value.
o The auction process will be completed and the transaction(s) resulting
therefrom shall close no later than 8/1/99.
o If no bids are received for a plant above the minimum bid requirement of
the auction, an appraisal process will be used and completed no later than
8/1/99, or as soon as practicable thereafter. The valuation, on an
after-tax basis, achieved by the appraisal process shall be used in lieu of
the value of net after tax auction proceeds for purposes of establishing
the regulatory asset or credit as set forth below.
o Protocols, terms and conditions to implement the auction and appraisal
process will be developed by the company in consultation with Commission
Staff and will be submitted to the Commission for pre-auction approval by
approximately February 1, 1998. Such auction provisions will state time
requirements for bids and have mechanisms to pre-qualify
<PAGE>
bidders willing and able to abide by auction requirements and to disqualify
or penalize bidders for cause. The Commission may employ a consultant, at
NYSEG's expense (recoverable from the auction proceeds), to advise the
Commission on the design and implementation of the auction process
consistent with this Settlement. The Commission shall select the consultant
from a list of at least three qualified individuals or firms selected
jointly by the company and the Commission Staff.
o In order to facilitate a competitive generation market, an auction sale or
transfer free and clear of the company's mortgage indenture, and
establishment of a minimum bid value for the auction process, the coal
plants will be transferred to GenSub as soon as practicable after the
creation of HoldCo and obtaining the mortgage trustee's release. GenSub
earnings with respect to any such transferred plant will be combined with
RegSub's earnings for the period prior to an auction sale or transfer of
that plant. Upon such transfer, a regulatory asset of RegSub will be
created for the difference between the book value of the coal plants and
the valuation performed in accordance with the bond indenture. Such
regulatory asset will be adjusted subsequently upon a sale or transfer
based on the cash proceeds resulting from the auction process net of tax,
auction and transaction costs. Once a plant is sold or transferred pursuant
to the auction process there will be no further readjustment of RegSub's
regulatory assets.
o Upon completion of the auction process and sale of any plant to an
unrelated third party or GenSub, the regulatory asset or credit on RegSub's
books will represent the difference between the net book value of the
plant, less funded deferred taxes, and the net after-tax auction proceeds.
This regulatory asset or credit will be grossed up in accordance will SFAS
109. Any net regulatory asset and carrying charges thereon (calculated
based on the pre-tax cost of capital used by the Commission to determine
the Company's retail rates, i.e. 12.43%) will be recovered from all
customers through a wires charge over a period of time to be determined by
the Commission at the conclusion of the auction process and which shall not
exceed the weighted average remaining life of the auctioned assets as of
the conclusion of the auction process and the closing(s) thereon. In the
event that the GenSub is the winning bidder of any plant in the auction,
any deferred tax liability on the gain will remain the responsibility of
RegSub's customers by virtue of its inclusion in the calculation of the
above-described regulatory asset or credit which may result from the
auction. The amount of this future customer responsibility will be limited
to the tax (calculated at the then current tax rate) which derives from the
tax gain that
-2-
<PAGE>
would have been realized at the time of the transfer to the GenSub at the
auction-determined value, had the sale been made to an unrelated third
party grossed up in accordance with SFAS 109. Any net regulatory credit
will be used by RegSub to writedown the company's Nine Mile II investment,
and any such credit remaining after such writedown will be used by RegSub
as directed by the Commission.
Rate Plan
o There will be no second and third year increases as provided for in the
September 27, 1995 rate settlement. Beginning 8/1/97, rates will be reduced
5% per year for 5 years for industrial customers with average on-peak
demands for 500 KW or more and all customers with load factors of 68% or
greater. Customers currently served pursuant to contracts or incentive
rates will become eligible for such rate reductions after expiration of
contracts unless contracts render them eligible for such reductions during
term of contract.
o Stranded cost recovery, including amortization of the RegSub regulatory
assets associated with the coal plants, is presumed within overall rate
objectives during the five-year rate cap period and recovered through
retail electric rates. Post-year 5, remaining RegSub regulatory assets,
including those resulting from the auction process, and hydro, IPP and
nuclear fixed costs will be recovered (for the life of the amortization
period, contract or license) through a non-bypassable wires charge or,
possibly, a non-bypassable competitive transition charge (CTC). Nuclear
variable costs, which would exclude a decommissioning and wind down costs
and 62.5% of annual property taxes, will be put to market post-year 5,
provided that the company's cotenants put the same to market. In year 5,
RegSub will make a filing with the Commission for year 6 rates for RegSub.
o Company may petition for recovery of costs in excess of 3% of RegSub Net
Income for items identified as Category 1 on Appendix A attached hereto
(force majeure). Definitive agreement will define force majeure. Recovery
of costs is also permitted upon petition by the company for costs incurred
above the target levels of Category 2 items pursuant to Appendix A, which
will be refined to show zero targets for legislative, etc. changes.
Recovery will be determined through a limited and expedited process
similar to a traditional "second stage" review and will not result in a
reopener of any terms of the settlement. The Company shall submit an
annual filing which reports the variances of actual costs from the
Category 1 and 2 targets and costs included on Appendix A. Any recovery of
Category 1 or 2 cost items may be offset by Category 1 or 2 savings below
-3-
<PAGE>
the targets achieved during the period, any earnings in excess of the 12%
cap discussed below, and any net NUG contract cost savings achieved by
contract termination or restructuring during the period. System benefits
charge-related Category 2 targets may be separated into an unbundled
System Benefit Charge as determined by the Commission and, upon such
separation, are deleted from Category 2 for purposes of recovery.
Separation of the SBC targets from Category 2 will not alter the target
levels for these components from those shown on Appendix A. After creation
of such SBC, any variances from the targets for the separated components
will be recovered or credited through the SBC.
o Over the five-year price cap period, RegSub earnings are capped at 12% of
common equity including any combined GenSub earnings prior to the
completion of the auction or the subsequent appraisal process (if
necessary). The RegSub earnings floor is 9.0% during that period. Any
earnings in the excess of 12% will be returned to customers in a manner to
be determined by the Commission. Notwithstanding a Company filing to
recover costs pursuant to the Category 1 and 2 cost items, the Company
shall make an annual filing for each of the years of this Agreement to
report on earnings and to defer any excess earnings for the benefit of
customers. The company may petition for rate relief if earnings fall below
the floor. In the event that in any year of the price cap period the
company petitions for cost recovery under the uncontrollable cost recovery
provision stated above for Category 1 or 2 items, the Commission will be
entitled to offset any such request with any company earnings in excess of
12% that would have been realized but for the use by the company of
accelerated (increased) depreciation or amortization of any physical or
regulatory assets. Such acceleration (increase) is permitted without
pre-approval by the Commission.
Retail Access
o The company will implement the retail access program required in the
Dairylea proceeding.
o Access to Norwich and Lockport customers begins on 8/1/98.
o All remaining customers transitioned to retail access starting 8/1/99
assuming ISO is approved by FERC and operating. Customers selecting a new
supplier will have power delivered by RegSub for their chosen supplier
commencing no later than 12/31/99. RegSub may rely on the ISO to plan for
power supply.
-4-
<PAGE>
o Company permits access to those customers taking service at negotiated or
incentive rates if their contracts allow for it.
o For customers eligible for retail access through the Dairylea proceeding,
the backout method for billing retail access customers for the period
prior to the completion of the auction and the closing(s) thereon is the
market price of energy plus a 4 mill/kWh adder for industrial and large
commercial customers and a 10 mill/kWh adder for residential and small
commercial customers.
o The retail access credit used to back out generation during the period
prior to the completion of the auction and the closing(s) thereon for
Norwich and Lockport customers electing to switch suppliers shall be the
market price of energy plus a 4 mill/kWh adder for industrial and large
commercial customers, and a 10 mill/kWh adder for residential and small
commercial customers, but such credit shall in no event exceed 3
cents/kWh, including GRT.
o The retail access credit used to back out generation during the period
following the completion of the auction and the closing(s) thereon through
the end of the rate-cap period for all customers electing to switch
suppliers shall be equal to (i) 3.23 cents/kWh including GRT through
7/31/2000, (ii) 3.47 cents/kwh including GRT from 8/1/2000 through
7/31/2001, and (iii) 3.71 cents/kwh including GRT from 8/1/2001 through
7/31/2002. Commencing 8/1/2002, all costs (other than the non-bypassable
wires charge or CTC) related to the assets subject to the
auction/appraisal process hereunder shall be excluded from the rates
charged by RegSub for all customers, and all customers shall pay the
market price of generation plus any applicable GRT.
o In the event the auction or appraisal process and the closing(s) thereon
are not completed by 8/1/99, the retail access credit during the period
commencing 8/1/99 and ending upon the completion of the auction or
appraisal process used to back out generation for all customers electing
to switch suppliers shall be the market price of energy plus a 4 mill/kWh
adder for industrial and large commercial customers and 10 mills/kWh adder
for residential and small commercial customers, but such credit shall in
no event exceed 3.23 cents/kWh, including GRT.
o All customers, including those who switch suppliers, shall pay the
non-bypasssable wires charge or CTC plus any GRT for as long as is
necessary to permit the company to recover the regulatory asset determined
by the auction process. Bills will disclose all generation-related credits
and charges.
-5-
<PAGE>
o Other NY utility ESCOs permitted into service territory only on a
reciprocal basis.
o Except as specifically modified by this Agreement, the Company's right and
obligation under New York Law and its Public Service Law Section 68
Certificates to provide electric service to its customers remains
unchanged notwithstanding the full implementation of retail access and
remains in full force and effect for the full term of the Definitive
Agreement and thereafter until duly changed.
Corporate Structure
Structural separation via holding company as set forth in paragraphs 1
through 7 of Section VII of the 3/25/97 "Definitive Agreement" filed by
the company, including the following:
o Conditions to ensure protection and prevent anti-competitive behavior as
set forth in subparagraphs (a) through (e) of paragraph 8 of Section VII
of the 3/25/97 "Definitive Agreement," and subparagraph (f) thereof, as
modified as set forth on Attachment B.
o The company shall have flexibility to retain on a cumulative basis M&A
savings for a period of five years from the date of closing of any utility
merger or acquisition pursuant to a petition filed jointly or individually
by the company, up to the amount of acquisition premium paid over the
lesser of book value or fair market value of assets merged or acquired.
Savings in excess of that recovery will be disposed of by order of the
Commission. Cost recovery provisions of settlement continue in combined
entity. Company petitions given expedited review and treatment.
o Affiliate ESCO permitted to operate in service area with competitive
safeguards.
o The Section 107 order (Order in Case 91-M-0838, issued April 28, 1992) on
diversification is superseded.
Rate Design
o Undue bill shock for any customers from any rate design changes will be
avoided. Rate design for the five-year rate cap period will be
pre-approved by the Commission in the definitive settlement agreement, and
will increase the basic monthly charge in steps as energy charges decrease
toward marginal cost. Imposition of certain revenue neutral direct charge
fees based on incremental costs may be proposed by the company. RegSub may
petition for minor, revenue-neutral price changes between and within
customer classes. The
-6-
<PAGE>
company may also petition for a retail access transaction fee on an
incremental cost basis.
Unbundling
o On August 1, 1997, or as soon thereafter as practicable, customers' rates
will be unbundled as follows:
- Electric Power Supply per Kwh and per KW.
- Electric Power Delivery (T&D) per Kwh and per KW.
- Basic Service Charge (BSC) per customer per month.
- Non-bypassable wires charge or CTC to amortize regulatory asset per
Kwh and per KW.
- System Benefits Charge applied as determined by the Commission.
o Further unbundling of Delivery into Transmission and Distribution elements
will be implemented based on the classification of facilities determined
in the proceeding begun for that purpose at the February 12, 1997 session.
o The company commits to provide a study and agrees to unbundle "customer
service" functions on an incremental cost basis by tariffs to be effective
8/1/99.
General
o The settlement meets all of the PSC's rate goals. It encourages economic
development and freezes prices under a hard, five-year price cap. The
aggregate value of the revenue concessions is nearly $600 million.
Other Issues
o Company withdraws outstanding Energy Association, year-2 rate increase,
and Dairylea litigation against the Commission pursuant to mutually-agreed
stipulations.
o After further negotiation, the current gas rate settlement will be
extended through July 31, 2002.
o Implementation of a penalty-only service quality plan which focuses on
T&D reliability.
o If the Company achieves NUG contract savings from targets to be set forth
in the Definitive Agreement (net of transaction costs) during the rate cap
period through contract termination or restructuring (but not
securitization), 80% of such savings shall flow through to customers as
determined by the Commission; the remaining 20% shall be retained by the
Company. The foregoing is subject to the potential offset against
uncontrollable costs described
- 7 -
<PAGE>
above in the event the Company petitions for uncontrollable cost recovery
with respect to Category 1 or 2 items. Beginning in year 6 of the
settlement, all net NUG contract cost savings are subject to flow through
to customers as determined by the Commission.
o Net gross receipts tax savings will be flowed through to customers.
o SC-11 tariff modification to be negotiated.
o Deferred credit balances as of 8/1/97 will be used by the company during
the rate cap period as an offset to deferred charges.
o The FAS 71 language in the 3/25/97 "Definitive Agreement" is to be
included.
o The finality language in the 3/25/97 "Definitive Agreement" is to be
included.
o Definitive settlement agreement to be negotiated expeditiously.
STATE OF NEW YORK NEW YORK STATE ELECTRIC & GAS
DEPARTMENT OF PUBLIC CORPORATION
SERVICE STAFF By: Huber Lawrence & Abell,
General Counsel
By: /s/ Leonard Van Ryn By: /s/ Kenneth M. Jasinski
----------------------------- ------------------------------
Leonard Van Ryn, Staff Kenneth M. Jasinski,
Counsel Partner
Dated: July 28, 1997 Dated: July 28, 1997
- 8 -
<PAGE>
Appendix A
Page 1 of 2
- --------------------------------------------------------------------------------
Price Adjustment Factor(1)
- --------------------------------------------------------------------------------
Category 1 Category 2
- --------------------------------------------------------------------------------
Frequency One-Time Event Ongoing Costs
- --------------------------------------------------------------------------------
General Description of National Disasters, Acts of Accounting, Legislative,
Qualifying Events: Terrorism, and Category 2 Regulatory, or Tax
Costs Incurred Before Rates Changes
are Changed
- --------------------------------------------------------------------------------
Examples of Potential - Storms - Change in DSM Expenses
Qualifying Events: - Bombings - FASB Accounting
- Retroactive Tax
Levies Pronouncements
- Changes in Federal Income
Tax Rate
- Changes in Nuclear
Decommissioning Costs
- NYPA Transmission
Adjustment Charge
- --------------------------------------------------------------------------------
Threshold Limits for Aggregate Costs in Excess of Variations from
Rate Recovery: 3% of RegSub Net Income Targets Stated in
Appendix A, Page 2
- --------------------------------------------------------------------------------
Recovery Method: The PAF will be applied to The PAF will be
each customer's bill in a applied to each
manner to be determined by customer's bill in a
the Commission. manner to be
determined by the
Commission.
- --------------------------------------------------------------------------------
Timing of Rate Annually in a manner and Annually in a manner
Change/Recovery Period: over a period to be and over a period to
determined by the be determined by the
Commission. Commission.
- --------------------------------------------------------------------------------
(1) The price adjustment methods relate to cost increases and decreases.
- --------------------------------------------------------------------------------
<PAGE>
Appendix A
Page 2 of 2
- --------------------------------------------------------------------------------
Category 2 Price Adjustment Factor Targets
($000)
- --------------------------------------------------------------------------------
12 Months Ending July,
- --------------------------------------------------------------------------------
1998 1999 2000 2001 2002
- --------------------------------------------------------------------------------
Nuclear Decommissioning Costs:
- --------------------------------------------------------------------------------
Internal Fund $ 208 $ 263 $ 263 $ 263 $ 263
- --------------------------------------------------------------------------------
External Fund 1,494 4,062 4,062 4,062 4,062
------- ------- ------- ------- -------
- --------------------------------------------------------------------------------
Total 1,702 4,325 4,325 4,325 4,325
- --------------------------------------------------------------------------------
Demand Side Management Costs 6,090 7,124 6,924 7,162 7,431
- --------------------------------------------------------------------------------
Research & Development Costs 4,710 5,951 6,996 6,902 7,065
- --------------------------------------------------------------------------------
Manufactured Gas Plan Site 1,569 2,163 2,640 2,640 2,640
Remediation Costs
- --------------------------------------------------------------------------------
Fresh Start Program Costs 475 475 475 475 475
- --------------------------------------------------------------------------------
Renewable Resource Costs 157 157 157 157 157
- --------------------------------------------------------------------------------
NYPA Transition Adjustment 0 0 0 0 0
- --------------------------------------------------------------------------------
Total $14,703 $20,195 $21,517 $21,661 $22,093
======= ======= ======= ======= =======
- --------------------------------------------------------------------------------
The above targets are the amounts that are covered within the rates specified in
this settlement. Prudently incurred changes from these amounts will be included
in the Price Adjustment Factor.
- --------------------------------------------------------------------------------
<PAGE>
Page 1 of 2
Appendix B
STANDARDS OF CONDUCT
o Separate Entities: any affiliate should be set up as a business entity
separate from RegSub to foster competition in the utility's territory.
Separate entities will help to minimize the potential for self-dealing and
the perception of self-dealing by customers and other competitors.
o Separation of books and records: Separation should include books and
records, non-officer employees, advertising and marketing efforts, and
energy purchasing (except for tariffed services). Where common costs are
shared to take advantage of economies of scale, direct cost allocation
should be used where practical. However, if direct cost allocation is
impractical, cost allocations should be accomplished by using a fully
distributed cost method to be provided by NYSEG and approved by the
Commission.
o Physical Separation: RegSub and HoldCo may occupy the same building. Any
non-regulated affiliate, other than HoldCo, should be located at a
different location from RegSub to reduce the opportunity for, and
appearance of, anti-competitive behavior or other inappropriate
activities. Generation employees may occupy the same building as RegSub
until completion of the auction required pursuant to the competitive
generation plan.
o Affiliate Transactions: Affiliate transactions should be minimized to
protect against cross-subsidies. When transactions occur, they should be
priced at tariff rates, if applicable, or at least at fully distributed
costs. In addition, such transactions should be at arms-length. All
transactions in excess of $100,000, other than tariffed transactions and
corporate governance and administrative services, between RegSub and
either HoldCo or any affiliate will be pursuant to written contracts filed
with the Commission, and the provision of goods and services by such
contracts will be on a basis that neither disadvantages RegSub nor unduly
prefers HoldCo or any affiliate.
o Transfer of Assets: Any transfer of utility assets should be compensated
to RegSub based on the greater of book value or market value, except for
the transfer of generation assets (coal plants, related equipment and
contracts) as contemplated by this settlement.
o Transfer of Data/Information: RegSub should not provide any competitive
information or data to its affiliated entities unless that same
information or data is provided to all competitors at the same time.
<PAGE>
Page 2 of 2
o Access to Books and Records: Staff should have direct access to the books
and records of RegSub and, prior to the auction, of GenSub. For purposes
of Public Service Law Section 110, Staff should also have direct access to
the books and records of RegSub, GenSub, HoldCo, and any majority-held
affiliate. For the purpose of auditing any Section 110 transactions
between RegSub and either HoldCo or its affiliates, including GenSub,
HoldCo will provide Commission designated personnel reasonable opportunity
to audit and such transaction, subject to appropriate confidentiality
agreements and trade secret protection.
o Dispute Resolution Process: A process should be established for a
competitor or customer to sue if it believes that RegSub, or its affiliate
in a regulated transaction, has acted in an anti-competitive manner.
Complete records of disputes should be retained for Department of Public
Service review.
o Name and Reputation: There shall be no restrictions on HoldCo or any
affiliate using the same name, trade name, trademarks, service name,
service mark or a derivative of a name, of HoldCo or RegSub, or in
identifying itself as being affiliated with HoldCo or RegSub. RegSub will
not provide sales leads for customers in RegSub's service territory to any
affiliate and will refrain from giving the appearance that RegSub speaks
on behalf of an affiliate or that the affiliate speaks on behalf of
RegSub. If a customer requests information about securing any service or
product offered within the service territory by an affiliate, RegSub may
provide a list of all companies known to RegSub operating in the service
territory that provide the service or product, which may include the
affiliate, but RegSub may not promote its affiliate.
o Debt Rating: RegSub should have its own debt rating. If RegSub experiences
a downgrading or placement on creditwatch or review of its senior debt,
RegSub management should notify the Director of Accounting & Finance of
the New York State Department of Public Service.
o Guarantee of Affiliate Debt: RegSub should not guarantee the notes,
debentures, debt obligations or other securities of any affiliate, nor
should it pledge any of its assets as security for any indebtedness of
HoldCo or its affiliates.
o Loans of Employees: RegSub should not loan operating employees to its
affiliates. Operating employees are those involved in competitive lines of
business, which excludes (among other categories) corporate governance,
finance, accounting, legal, and administrative services.
<PAGE>
NYSEG REJECTS CALENERGY'S UNSOLICITED PARTIAL TENDER OFFER
AND INVITATION TO NEGOTIATE
--BOARD UNANIMOUSLY RECOMMENDS THAT NYSEG SHAREHOLDERS REJECT OFFER--
FOR IMMEDIATE RELEASE
BINGHAMTON, NEW YORK, JULY 30, 1997 -- The Board of Directors of New York State
Electric & Gas Corporation ("NYSEG") (NYSE: NGE), after a comprehensive and
careful review, has unanimously recommended that shareholders reject CalEnergy's
unsolicited tender offer to purchase 9.9% of NYSEG's common shares for $24.50
per share in cash (the "Stake-Out Tender Offer"). The Board has also decided to
reject CalEnergy's proposal to commence merger negotiations for a transaction in
which CalEnergy would acquire all of NYSEG at $27.50 per share, as not being in
the best interests of the Company or its shareholders, customers, employees and
other constituencies.
In reaching its decision, the Board considered a number of factors, including:
- the Board's belief that, for a variety of reasons, especially the
uncertain regulatory environment affecting utilities operating in New York
State and the ongoing regulatory restructuring proceedings initiated by
the New York Public Service Commission, the market price of NYSEG common
stock is artificially depressed and that the price stated in the
invitation to negotiate does not reflect the current or long-term value
inherent in NYSEG. In that regard, the Board noted that, as announced
separately today, NYSEG has reached an agreement in principle with the New
York Public Service Commission staff which is an important milestone in
putting an end to much of that uncertainty and the terms of which, the
Board believes, will be beneficial to NYSEG's shareholders, customers and
service territory in general;
- the lack of substance to CalEnergy's invitation to negotiate, including
the absence of any regulatory plan, without which any proposal to take
over a public utility is meaningless, and the absence of commitments for,
and total lack of detail regarding, CalEnergy's proposed financing
arrangements, which are an integral part of any regulatory plan;
- the significant regulatory hurdles associated with effecting a business
combination transaction, including obtaining the approval of the PSC, the
Federal Energy Regulatory Commission, the Nuclear Regulatory Commission
and the Securities and Exchange Commission under the Public Utility
Holding Company Act (or structuring the transaction in a way that will
obviate the need for Securities and Exchange Commission approval), as well
as the time delays and uncertainties associated with obtaining those
regulatory approvals;
- CalEnergy's lack of experience as a manager of electric and natural gas
transmission and distribution system;
- the structure and nature of the 9.9% tender offer which, if successful,
would result in NYSEG having a large shareholder, CalEnergy, with
interests (through its Saranac Power subsidiary) different from and
conflicting with NYSEG's other shareholders, and with the potential for
significant influence to further its own agenda at the expense of the
other shareholders;
- the opinion of NYSEG's management that the consideration of $27.50 per
share stated by CalEnergy in the invitation to negotiate is inadequate;
and
- the opinions of the Company's financial advisors regarding the $27.50 per
share price stated in CalEnergy's invitation to negotiate. Morgan Stanley
& Co. has opined that the price is inadequate from a financial point of
view to the holders of NYSEG's common stock (other than CalEnergy) and
Goldman, Sachs & Co. has opined that the price is inadequate to the
holders of NYSEG's common stock (other than CalEnergy).
A detailed discussion of the rationale for the Board's recommendation is
contained in the company's Solicitation/Recommendation Statement on Schedule
14D-9, which is being filed today with the Securities and Exchange Commission
and will be mailed to shareholders shortly.
<PAGE>
Wes von Schack, NYSEG Chairman, President, and Chief Executive Officer, said:
"NYSEG takes very seriously its obligation to ensure the safety and reliability
of the transmission and distribution of energy to every home, business, school
and hospital in the communities we share.
"With the best record of any utility in the state as measured by consumer
complaints and high marks from our customers on reliability and service, we have
a long and proud history of fulfilling our duties faithfully and being a leading
corporate citizen in our communities. Our programs in the areas of economic
development, community support, philanthropy, low-income assistance, and
volunteerism are among the most outstanding in the country.
"In the board's view, it would be a breach of our obligations to our customers,
employees, and communities to weigh any transfer of NYSEG's role and
responsibilities without a careful and deliberate consideration of a proposed
acquiror's fitness to operate our systems and meet our inviolate duties within
our service territory, which is inextricably linked to our ability to create
shareholder value.
"CalEnergy has given us no basis for concluding that it is an appropriate party
to assume the duties we have fulfilled for the better part of a century.
CalEnergy's six-month, long-distance ownership of an electric distribution
system in England and complete lack of experience in owning or operating a
natural gas distribution system is hardly reassuring in that regard. Also
troubling are the questionable tactics by which, and the irresponsibly hasty
timetable on which, CalEnergy set about to acquire NYSEG, which we believe raise
troubling questions about CalEnergy's true motives and qualifications.
"We also are concerned by CalEnergy's misleading and disingenuous attempts to
promote itself as an agent for deregulation and change. In fact, few companies
in America have benefitted from government regulation as much as CalEnergy. Many
analysts have pointed out that one of the key factors behind CalEnergy's revenue
growth has been government-mandated, above-market energy purchase agreements
under which utilities such as NYSEG are compelled to subsidize independent power
producers such as CalEnergy.
"NYSEG's customers currently bear the burden of several such contracts, the
largest of which is with CalEnergy's subsidiary, Saranac Power Partners, which
costs NYSEG customers well in excess of $100 million annually in payments above
market value. In fact, payments under these contracts represent the
second-largest element of NYSEG's electric rate structure, exceeded only by
taxes. CalEnergy is not the solution to lower energy rates in New York--it's
part of the problem," said Mr. von Schack.
"If preparing for competition is the issue," Mr. von Schack continued, "we have
already demonstrated our ability to thrive in a competitive environment on the
natural gas distribution side of our business, an area in which CalEnergy has no
experience whatsoever. Even though we face 40 competitors, our natural gas
business had its best year ever in 1996. Natural gas deliveries, revenues and
earnings all reached record levels. We have frozen our natural gas prices for
residential customers through July 1998 and, after a winter in which natural gas
prices rose sharply elsewhere in the state, we have some of the lowest and most
competitive prices in the Northeast.
"CalEnergy has engaged in a set of tactics, including its stake-out tender offer
for 9.9% of our stock and a massive PR and ad campaign, clearly designed to put
pressure on the board of directors and to mislead the financial markets and our
customers, employees and communities into believing that a change in control of
NYSEG is imminent. But, for all the smoke and mirrors CalEnergy has attempted to
conjure, in reality it has not even begun to put a real offer on the table. They
have no regulatory plan and no financing plan."
NYSEG is commencing litigation alleging CalEnergy's misuse of NYSEG's
confidential information in violation of a confidentiality agreement and failure
to disclose highly material information regarding its tender offer and
invitation to negotiate, as well as its failure to disclose major obstacles that
would substantially delay, and could prevent, CalEnergy from proceeding on a
nonconsensual basis with any takeover attempt.
Contact: Katherine Karlson, Corporate Communications: (607) 762-7976.
