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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
Amendment No. 10
(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.
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, 8 and 9, 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)(21) Text of Radio Advertisement broadcast on August 13,
1997 by CalEnergy Company, Inc.
(a)(22) Text of Radio Advertisement broadcast on August 13,
1997 by CalEnergy Company, Inc.
(a)(23) Text of Press Release, dated August 13, 1997, issued
by CalEnergy Company, Inc.
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Signatures
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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
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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
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<S> <C> <C>
(a)(21) Text of Radio Advertisement broadcast on August
13, 1997 by CalEnergy Company, Inc.
(a)(22) Text of Radio Advertisement broadcast on August
13, 1997 by CalEnergy Company, Inc.
(a)(23) Text of Press Release, dated August 13, 1997,
issued by CalEnergy Company, Inc.
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CalEnergy
Radio 002
:60
CalEnergy, we're a global power company known for efficiency and quality
service. We want to lead New Yorkers into a new era of energy competition.
We're committed to lower prices and better service for New Yorkers.
CalEnergy - we own over 20 generating facilities all over the world. Right here
in New York, we own the environmentally advanced Plattsburgh generating
station.
CalEnergy - we want to merge with the New York State Electric and Gas company
and lower rates for residential and industrial customers.
We'll keep NYSEG's headquarters in New York - right where it belongs.
We're committed to reducing electric rates utilizing some of the successful
strategies for efficiency and better service we've adopted for people all
across the world.
New Yorkers deserve better service and lower rates.
The simple fact is that NYSEG has kept on raising your rates... CalEnergy wants
to lower them.
Support lower electric rates... Support the CalEnergy - NYSEG merger proposal.
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CalEnergy
Radio 003
:60
NYSEG's electric rates are among the highest in the state and year after year
our electric rates just continue to go up.
Since 1992, NYSEG has raised your residential electric rates over 25%.
That's more than five times the average of all other New York utilities.
That's not fair.
And, for the last two years, NYSEG has been fighting to raise your rates by
over $100 million more.
That's just wrong.
When electric utilities across the state are holding the line on rates or even
cutting them, NYSEG just keeps charging its customers more.
But, CalEnergy wants to change all that.
CalEnergy is a global power company with a reputation for efficiency and
quality service that wants to combine with NYSEG and work with the Public
Service Commission to lower your gas and electric bills.
The simple fact is that NYSEG has kept on raising your rates... CalEnergy wants
to lower them.
Support lower electric rates... Support the CalEnergy-NYSEG merger proposal.
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FOR IMMEDIATE RELEASE
Contacts:
Patti McAtee Joele Frank
Director, Corporate Communications Abernathy MacGregor
(402) 341-4500 (212) 371-5999
CALENERGY ANNOUNCES NY PUBLIC SERVICE COMMISSION RULING
CONSENTING TO CALENERGY'S TENDER OFFER
New York, New York, August 13, 1997, CalEnergy Company, Inc.
("CalEnergy") (NYSE, PSE and LSE symbol: CE) announced today that the NY Public
Service Commission ("PSC") ruled, in CalEnergy's favor, consenting to
CalEnergy's acquisition of NYSEG shares pursuant to the 9.9% tender offer and
denying NYSEG's "emergency" request to prevent CalEnergy from doing so. The
tender offer is scheduled to expire at 12:00 midnight, New York City time, on
Thursday, August 14, 1997.
In its order, the NY Public Service Commission said the following:
"The Commission finds that it should act immediately under section 202 (6) of
the State Administrative Procedure Act to consent to the tender offer. Such
action is appropriate in light of the possible harm to holders of 9.9% of
NYSEG's stock and the lack of any benefit to ratepayers from a delay in the
tender offer, under the conditions in this Order. After review, it may in fact
prove that the CalEnergy takeover will benefit ratepayers. Precluding the
tender offer now may prevent the takeover and could deny ratepayers that
benefit."
Commenting on the ruling, CalEnergy made the following statement:
"We are pleased with today's ruling by the New York Public Service
Commission. We note, however, that NYSEG's request for a preliminary injunction
in U.S. Federal District is still pending. We have previously noted our belief
that NYSEG management's engaging in costly, wasteful and frivolous legal
proceedings such as these federal court and PSC proceedings have been intended
only to delay our offer, create confusion in the marketplace and prevent
NYSEG's own shareholders who wish to sell from receiving cash for their shares.
This is deplorable behavior, plain and simple. We have repeatedly offered to
sit down with the Board and negotiate a merger agreement and we, once again,
offer to do so."
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"We frankly cannot understand how the NYSEG Board (which we estimate
has already spent or committed to spend an estimated eighty million dollars to
"defend" management against a 9.9% tender offer) can possibly justify a
continuation of their stonewalling and scorched earth tactics as being in their
shareholders' or ratepayers best interests. We very much hope that NYSEG's
Board and management will rethink this misguided strategy and promptly meet
with us."
CalEnergy, which manages and owns interests in over 5,000 net MW of
power generation facilities in operation, construction and development
worldwide, currently operates 20 generating facilities and also supplies and
distributes electricity to 1.5 million customers.
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