<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1 TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
------------------------
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)
------------------------
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE
<S> <C>
$23,270,000 $4,654
</TABLE>
* 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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 dated March 1, 1999, 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 7. FINANCIAL INFORMATION
Item 7(b) of the Statement is hereby amended and supplemented by adding
thereto the following pro-forma summary financial information:
SUMMARY OF FINANCIAL INFORMATION
<TABLE>
<CAPTION>
YEAR ENDED DEC. 31, NINE MONTHS ENDED SEPT. 30,
---------------------------------------- ----------------------------------------
PRO FORMA(1) 1997 1996 PRO FORMA(1) 1998 1997
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Operating Revenue(000)............... $2,129,989 $ 2,129,989 $ 2,067,532 $1,531,851 $ 1,531,851 $ 1,551,336
Net Income (000)..................... $ 183,733 $ 184,553 $ 178,241 $ 155,793 $ 156,408 $ 136,529
Earnings Per Share................... $ 2.58 $ 2.57 $ 2.37 $ 2.31 $ 2.30 $ 1.89
Book Value Per Share................. $ 26.71 $ 26.71 $ 25.41 $ 14.00 $ 14.00 $ 26.39
Ratio of Earnings to Fixed Charges... 3.35 3.38 3.24 3.78 3.82 3.46
Ratio of Earnings to Fixed Charges
and Preferred Stock Dividends...... 3.14 3.14 3.01 3.55 3.55 3.20
Net Utility Plant in Service (000)... $3,870,168 $ 3,870,168 $ 3,924,079 $2,744,866 $ 2,744,866 $ 3,868,083
</TABLE>
<TABLE>
<CAPTION>
PRO FORMA(1) ACTUAL
AS OF SEPTEMBER 30, 1998 AS OF SEPTEMBER 30, 1998
(000) (000)
<S> <C> <C> <C> <C>
-------------------------- --------------------------
Long-term Debt.............................................. $1,414,297 58.5% $1,414,297 57.8%
Preferred Stock............................................. $ 100,000 4.1% $ 129,440 5.3%
Common Equity............................................... $ 903,049 37.4% $ 903,049 36.9%
-------------- --------- -------------- ---------
Total Capitalization (excluding current maturities)..... $2,417,346 100.0% $2,446,786 100.0%
</TABLE>
- ------------------------
(1) The pro forma amounts assume that the purchase of preferred stock will be
funded by the issuance of commercial paper.
During 1999, we expect to purchase a portion of certain series of $100 par
value preferred stock, with a total par value of $29,440,000, through a tender
offer funded by the issuance of commercial paper.
ITEM 8. ADDITIONAL INFORMATION
Item 8(e) of the Statement is hereby amended and supplemented by deleting in
its entirety paragraph (e) under the caption "Conditions of the Offer" at page
12 of Exhibit 99(a)(1), and by adding the following new paragraph (e):
(e) there shall have occurred any event or events that have
resulted, or in the Company's reasonable judgment may result, in
an actual or threatened change in the business, condition
(financial or otherwise), income, operations, stock ownership or
<PAGE>
prospects of the Company, or of EEC and its subsidiaries taken as
a whole; and, in the reasonable judgment of the Company, such
event or events make it undesirable or inadvisable to proceed with
the Offer or with such acceptance for payment or payment.
Item 8(e) of the Statement is also hereby amended and supplemented by adding
the following sentence to the last paragraph under the caption "Purpose of the
Offer; Certain Effects of the Offer-- Trading and Liquidity" at page 20 of
Exhibit 99(a)(1):
In addition, as of February 19, 1999, the aggregate number of
owners of the Outstanding Serial Preferred Stock was approximately
2,565.
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: March 24, 1999
NEW YORK STATE ELECTRIC & GAS
CORPORATION
By: /s/ SHERWOOD J. RAFFERTY
Sherwood J. Rafferty
Senior Vice President and
Chief Financial Officer
