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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
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NEW YORK STATE ELECTRIC & GAS CORPORATION
(Name of Issuer)
NEW YORK STATE ELECTRIC & GAS CORPORATION
(Name of Person(s) Filing Statement)
3.75% CUMULATIVE PREFERRED STOCK, CUSIP NUMBER 649840-20-4
4 1/2% CUMULATIVE PREFERRED STOCK (SERIES 1949), CUSIP NUMBER 649840-70-9
4.40% CUMULATIVE PREFERRED STOCK, CUSIP NUMBER 649840-40-2
4.15% CUMULATIVE PREFERRED STOCK (SERIES 1954), CUSIP NUMBER 649840-50-1
4.15% CUMULATIVE PREFERRED STOCK, CUSIP NUMBER 649840-2*-5
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
SHERWOOD J. RAFFERTY
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
NEW YORK STATE ELECTRIC & GAS CORPORATION
P.O. BOX 3287
ITHACA, NEW YORK 14852-3287
(607) 347-4131
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
The Commission is requested to mail signed copies of all orders, notices and
communications to:
FRANK LEE, ESQ.
HUBER LAWRENCE & ABELL
605 THIRD AVENUE
NEW YORK, NEW YORK 10158
March 1, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
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CALCULATION OF FILING FEE
<TABLE>
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
<S> <C>
$23,270,000 $4,654
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* Solely for purposes of calculating the filing fee and computed pursuant to
Section 13(e)(3) of the Securities Exchange Act of 1934, as amended, and Rule
0-11(b)(1) thereunder, the transaction value equals the total amount of funds,
excluding fees and other expenses, required to purchase all outstanding shares
of each series of securities listed above pursuant to the offer described in the
Offer to Purchase and Consent Statement filed as an Exhibit hereto.
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and date of its filing.
Amount Previously Paid: $4,654
Form or Registration No.: Schedule 13E-4
Filing Party: New York State Electric & Gas Corporation
Date Filed: March 1, 1999
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This Amendment No. 2 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 dated March 1, 1999, as amended (the "Statement"),
filed by New York State Electric & Gas Corporation, a New York corporation,
relating to its offer to purchase any and all outstanding shares of the series
of preferred stock listed above, upon the terms and subject to the conditions
set forth in the Offer to Purchase and Consent Statement, dated March 1, 1999,
and in the related Letter of Transmittal, copies of which are attached as
Exhibits 99(a)(1) and 99(a)(2) to the Issuer Tender Offer Statement on Schedule
13E-4 dated March 1, 1999.
Only those items of the Issuer Tender Offer Statement on Schedule 13E-4 that
are amended and supplemented hereby are included herein. Unless otherwise
defined herein, all capitalized terms shall have the meanings ascribed to them
in the Issuer Tender Offer Statement on Schedule 13E-4, dated March 1, 1999.
ITEM 1. SECURITY AND ISSUER
Item 1 of the Statement is hereby amended and supplemented by adding thereto
the following:
The Offer expired at 12:00 midnight, New York City time, on March 26, 1999
in accordance with its terms. On April 1, 1999, New York State Electric & Gas
Corporation purchased the Shares validly tendered pursuant to the Offer by
depositing the aggregate purchase price therefor with the Depositary. The Shares
so purchased, and purchase price therefor, for each Series of Preferred are as
follows:
<TABLE>
<CAPTION>
NUMBER OF
SERIES SHARES PURCHASED PURCHASE PRICE
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<S> <C> <C>
3.75% Cumulative Preferred Stock.............................................. 71,896 $ 5,176,512.00
4 1/2% Cumulative Preferred Stock (Series 1949).............................. 28,200 $ 2,523,900.00
4.40% Cumulative Preferred Stock.............................................. 48,107 $ 4,209,362.50
4.15% Cumulative Preferred Stock (Series 1954)................................ 30,883 $ 2,547,847.50
4.15% Cumulative Preferred Stock.............................................. 14,000 $ 1,155,000.00
</TABLE>
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 2 of the Statement is hereby amended and supplemented by adding thereto
the following:
The total amount required by New York State Electric & Gas Corporation to
purchase the Shares pursuant to the Offer was $15,612,622.00, excluding fees and
other expenses. New York State Electric & Gas Corporation paid the purchase
price to ChaseMellon Shareholder Services, L.L.C., as Depositary, on April 1,
1999 by wire transfer.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE
Item 3 of the Statement is hereby amended and supplemented by adding thereto
the following:
The Shares purchased by New York State Electric & Gas Corporation pursuant
to the Offer were subsequently retired and canceled. As a result thereof, the
Company has outstanding, as of April 8, 1999, a total of 78,104 shares of the
3.75% Series, 11,800 shares of the 4 1/2% Series, 7,093 shares of the 4.40%
Series and 4,317 shares of the 4.15% (1954) Series.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
99(a) (10) Press Release, dated March 29, 1999.
2
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SIGNATURE
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: April 8, 1999
NEW YORK STATE ELECTRIC & GAS CORPORATION
By: /s/ SHERWOOD J. RAFFERTY
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Sherwood J. Rafferty
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
3
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EXHIBIT INDEX
<TABLE>
<C> <S>
99(a) (10) Press Release, dated March 29, 1999.
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4
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NYSEG TENDER OFFER FOR CERTAIN SERIES OF ITS SERIAL PREFERRED STOCK EXPIRES
March 29, 1999--New York State Electric & Gas Corporation (NYSEG) today
announced the preliminary results of its offer to purchase for cash any and all
shares of certain series of its Serial Preferred Stock, which expired at
midnight on March 26, 1999.
The preliminary results of the tender offer are as follows:
<TABLE>
<CAPTION>
NUMBER OF
TITLE OF SERIES CUSIP NO. SHARES TENDERED
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<S> <C> <C>
3.75% Cumulative Preferred Stock................................................. 649840-20-4 61,566
4 1/2% Cumulative Preferred Stock (Series 1949)................................. 649840-70-9 27,625
4.40% Cumulative Preferred Stock................................................. 649840-40-2 47,719
4.15% Cumulative Preferred Stock (Series 1954)................................... 649840-50-1 30,880
4.15% Cumulative Preferred Stock................................................. 649840-2*-5 14,000
</TABLE>
NYSEG also announced that the holders of a majority of the votes of shares
of its Serial Preferred Stock, including the company's 6.30% Series Preferred
Stock which was not subject to a tender offer, have delivered their consents to
a proposal to permit the issuance by the company of up to $1.2 billion of
unsecured indebtedness in excess of all other unsecured indebtedness presently
authorized, permitted or previously consented to. The company believes that the
ability to incur additional unsecured indebtedness will provide it with the
flexibility to obtain financing on terms more advantageous than would otherwise
be the case.
NYSEG is the primary subsidiary of Energy East Corporation (NYSE:NFG), an
energy delivery, products and services company with operations in New York,
Massachusetts, Maine and New Hampshire. NYSEG supplies, markets and delivers
electricity to 817,000 customers and natural gas to 243,000 customers across
more than one-third of New York State.
