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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)
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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)
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649840105
(CUSIP NUMBER OF CLASS OF SECURITIES)
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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)
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COPY TO:
SETH A. KAPLAN, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
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This Amendment No. 8 (this "Amendment No. 8") 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, 5, 6 and 7 thereto filed with the
Commission on July 30, 1997, August 6, 1997, August 7, 1997, August 8, 1997,
August 11, 1997, August 12, 1997 and August 13, 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 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 58 -- Advertisement run Wednesday, August 13, 1997, in the Wall Street
Journal and selected newspapers within the Company's service
territory.
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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
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Wesley W. von Schack
(CHAIRMAN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER)
Dated: August 13, 1997
2
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Exhibit 58
A QUESTION FOR CALENERGY:
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YOU WANT ME
TO DO WHAT?
CalEnergy wants the NYSEG shareholders to tender their shares for
$24.50. NYSEG shareholders don't need that kind of deal.
CalEnergy says NYSEG shareholders should support this tender offer to
"send a message," seemingly implying that to do so is a no-risk proposition.
Don't believe it!
A 9.9% position is a "Trojan horse" CalEnergy could use to pursue its own
agenda.
NYSEG shareholders don't need CalEnergy to get value from their investment.
As NatWest Securities analyst, Edward Tirello, said, NYSEG's agreement in
principle with the staff of the Public Service Commission (PSC) and other
NYSEG plans add up to a lot more value in NYSEG than there seems to be on
the surface."
.... With the agreement [With the PSC Staff], now [NYSEG management] can
run it like a real company and the shareholder will benefit. "THEY DON'T
NEED CALENERGY" (emphasis added), the independent analyst stated.
We think Ed Tirello is right:
YOU DON'T NEED CALENERGY
[NYSEG LOGO]
SHAPING ENERGY ENVIRONMENTS
