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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
AMENDMENT NO. 8
(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, 2, 3, 4, 5, 6 and 7, 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)(18) Text of Press Release, dated August 7, 1997, issued by
CalEnergy Company, Inc.
(a)(19) Text of Press Release, dated August 8, 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 8, 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
Exhibit Description Page No.
No. ----------- in Sequentially
- ------- Numbered Schedule
-----------------
(a)(18) Text of Press Release, dated August 7,
1997, issued by CalEnergy Company, Inc.
(a)(19) Text of Press Release, dated August 8,
1997, issued by CalEnergy Company, Inc.
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[CALENERGY LOGO]
FOR IMMEDIATE RELEASE
CONTACTS:
Patti J. McAtee Joele Frank
Director, Corporate Communications Abernathy MacGregor Group
(402) 341-4500 (212) 371-5999
CALENERGY CALLS NYSEG PETITION A `DESPERATE ACT'
New York, New York, August 7, 1997, CalEnergy Company, Inc. (NYSE, LSE
and PSE symbol: CE) ("CalEnergy") today made the following statement in
response to New York State Electric & Gas Corporation's ("NYSEG") (NYSE
symbol: NGE) petition to the New York State Public Service Commission (PSC)
regarding the CalEnergy acquisition of NYSEG shares in which NYSEG claims that
CalEnergy is a New York utility:
"This is utter nonsense. NYSEG management should stop playing games and
wasting shareholder and ratepayer dollars. As NYSEG well knows, CalEnergy is
not an electric or gas utility under New York law. This is just another
desperate act by an entrenched management.
"As we have repeatedly stated, and as NYSEG also knows, we intend to
file an application with the PSC promptly to formally request their
authorization to acquire control of NYSEG.
"We welcome the opportunity to compare and contrast the NYSEG of today
with the NYSEG/CalEnergy combination of tomorrow. We reiterate that the
acquisition of the first 9.9% of NYSEG stock is not subject to regulatory
approval. NYSEG is simply grasping at straws.
"One can only wonder why NYSEG's management feels so free to continue
spending shareholder and ratepayer dollars on disingenuous tactics such as
these rather than sitting down to discuss our cash merger proposal.
"Once again NYSEG's management is attempting to limit their
shareholders' options. They are pleading for the PSC to protect their
entrenched position by contorting the public utility laws. Their antics
demonstrate contempt for both their shareholders and the regulatory process."
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On July 18, 1997, CalEnergy's wholly owned subsidiary CE Electric (NY),
Inc. formally 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.
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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[CALENERGY LOGO]
FOR IMMEDIATE RELEASE
CONTACTS:
Patti J. McAtee Joele Frank
Director, Corporate Communications Abernathy MacGregor Group
(402) 341-4500 (212) 371-5999
CALENERGY QUESTIONS NYSEG'S LAWSUIT AGAINST FERC AND PSC:
CONTINUED WASTEFUL AND FRIVOLOUS TACTICS
New York, New York, August 8, 1997. CalEnergy Company, Inc.
("CalEnergy") (NYSE, LSE and PSE symbol: CE) issued the following statement in
reaction to yesterday's litigation brought by New York State Electric & Gas
Corporation ("NYSEG") (NYSE symbol: NGE) against Saranac Power Partners (as
well as the FERC and New York Public Service Commission ("PSC")) and the
preceding day's petition to the PSC, each believed to be an attempt to
obstruct CalEnergy's pending tender offer.
"It is deplorable that NYSEG's management would go to such lengths to
try to create a delay in the ability of NYSEG shareholders to benefit from our
pending cash tender offer. Yesterday's lawsuit actually sees the utility suing
its own state Public Service Commission and the FERC (as well as Saranac) to
complain against rules adopted by FERC in 1980. It's frankly extraordinary.
NYSEG is suing the FERC and the PSC over FERC rules implemented seventeen
years ago. The FERC, in 1995, rejected NYSEG's arguments in two 5-0 votes. The
Chair of FERC at the time, described NYSEG's position as `legally and morally
bankrupt.'
"Only a management bent on entrenchment at all costs would engage in
such needless and wasteful tactics to attempt to prevent its own shareholders
who wish to sell from realizing cash for their shares. We are confident that
NYSEG's frantic and misguided attempts to delay our tender offer will
ultimately fail. Given that NYSEG's Board and management has squirreled away
for their own benefit $52 million in prefunded "Golden Parachutes", it is no
real surprise that they feel so free to continue spending increasingly large
sums of money on wasteful matters such as these. Instead, they should be
sitting down with us to discuss our cash merger proposal and the benefits it
would bring to their shareholders, ratepayers, employees, customers and other
constituencies.
"In the last week alone, NYSEG has filed at least three separate legal
actions, including two federal court proceedings and a petition to the PSC,
seeking to obstruct and delay our pending tender offer as well as denying us a
shareholder list, thereby requiring us to seek relief in state court."
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"These lawsuits are of course in addition to the six lawsuits which have
already been brought against NYSEG and the NYSEG Board by its own shareholders
because of the Board's actions to date. It is truly ironic that one of these
frivolous proceedings brought by NYSEG alleges that our proposed acquisition
of 9.9% of NYSEG's stock would give us impermissible influence and control
over NYSEG and that this requires prior PSC approval. It seems to us that the
only people exercising influence and control over NYSEG today are their
lawyers."
On July 18, 1997, CalEnergy's wholly-owned subsidiary CE Electric (NY),
Inc. formally commenced a cash tender offer for 6,540,670 shares of NYSEG
common stock 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.
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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