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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
AMENDMENT NO. 5
(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 and 4, 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)(14) Text of Radio Advertisement broadcast on August 5, 1997 by
CalEnergy Company, Inc.
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Signatures
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 5, 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 Page No.
No. Description in Sequentially
- ------- ----------- Numbered Schedule
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(a)(14) Text of Radio Advertisement broadcast on
August 5, 1997 by CalEnergy Company, Inc.
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CalEnergy Radio Spot - :60 version
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The New York State Electric and Gas Company recently announced a new rate plan
with no rate cuts for residential consumers.
But NYSEG did have over $52 million to put in a special fund for corporate
executives if the company gets taken over.
That's wrong. That's NYSEG.
CalEnergy, the company that wants to buy NYSEG, is committed to lower rates
for residential users.
That's right ... CalEnergy, a global power company with a reputation for
efficiency and quality service, is committed to working with the Public
Service Commission to lower your gas and electric bills.
NYSEG hasn't cut your rates ... they have raised them whenever they could.
NYSEG's priorities are clear: over $52 million for their executives ...
nothing for residential customers.
It's this simple: CalEnergy wants to cut rates ... NYSEG hasn't.
We deserve better ... Support the CalEnergy-NYSEG merger plan.
