Securities and Exchange Commission
Washington, DC 20549
Form 8-K
Current Report
Pursuant to Section 13 to 15(d) of the
Securities Exchange Act 1934
Date of Report August 15 , 1997
(Date of earliest event reported)
CalEnergy Company, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-9874 94-2213782
(State or other (Commission File (IRS Employee
jurisdiction of Number) Identification No.)
incorporation)
302 South 36th Street, Suite 400, Omaha, NE 68131
(Address of principle executive offices) Zip Code
Registrant's Telephone Number, including area code: (402) 341-4500
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events
On August 15, 1997, CalEnergy Company., Inc. (the
"Registrant") announced that its tender offer for 6,540,670
shares of New York State Electric & Gas Corporation common stock
at a price of $24.50 per share had expired at midnight on August
14, 1997 because its minimum tender condition of 9.9% of the
shares being tendered had not been met. See attached Press
Release.
Item 7. Financial Statements and Exhibits
Exhibit 1 - Press Release dated August 15, 1997
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
CalEnergy Company, Inc.
By: \s\ Douglas L. Anderson
Douglas L. Anderson
Assistant Secretary and
Assistant General Counsel
Dated: August 15, 1997
Exhibit 1
FOR IMMEDIATE RELEASE
Contacts:
Patti McAtee Joele Frank
Director, Corporate Communications Abernathy MacGregor
(402) 341-4500 (212) 371-5999
CALENERGY ANNOUNCES EXPIRATION OF TENDER OFFER
New York, New York, August 15, 1997. CalEnergy Company,
Inc. ("CalEnergy") (NYSE, PSE and LSE symbol: CE) announced today
that its tender offer for 6,540,670 shares of New York State
Electric & Gas Corporation ("NYSEG") (NYSE symbol: NGE) common
stock at a price of $24.50 per share had expired at midnight on
August 14, 1997 because its minimum tender condition of 9.9% of
the shares being tendered had not been met. CalEnergy made the
following statement:
"We are very appreciative of the many people and
organizations who supported us in our effort to break the
monopoly stranglehold which NYSEG has on its ratepayers. We wish
you well in your continued efforts to bring down the electric
rates in your area and to introduce true electric competition.
We would also like to express our appreciation to the New York
Public Service Commission for the fair treatment we received.
"It is our belief that a $27.50 per share cash merger price
for NYSEG was a full and fair offer. We reiterate that NYSEG's
Board did a great disservice to its shareholders by refusing to
meet with us. We believe NYSEG's frivolous and unrelenting
litigation efforts and misinformation campaign unfortunately
resulted in the NYSEG shareholders' decision not to accept our
offer.
"NYSEG will no doubt claim victory, however, this is truly a
Pyrrhic victory. NYSEG management engaged in a scorched earth
campaign which, in the span of just a few weeks, wasted an
enormous amount of money that could have been used to create
value for shareholders and lower rates for customers.
- more -
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"The only beneficiaries in this process appear to be NYSEG's
Board and Senior Executives who granted themselves $52 million in
benefits, and NYSEG's investment bankers and lawyers who will
split over $20,000,000 in fees -- but they have benefited at the
expense of ratepayers, employees and shareholders of NYSEG. As
enormous as these sums are, they pale in comparison to the lost
rate reductions that we believe we could have achieved.
Our proposed rate reductions to all of NYSEG's customers would
have been over three times the amounts proposed by NYSEG in
its tentative settlement with the Public Service Commission
staff and would have included reductions for residential
customers. Only through such substantial rate reductions
will NYSEG be competitive in the region given the dramatically
lower cost of electricity which surrounds New York State.
"CalEnergy will continue to do as it has always done --
thrive in the competitive marketplace. We intend to evaluate our
options and explore other potential combinations."
CalEnergy, which manages and owns interests in over 5,000
net MW of power generation facilities in operation, construction
and development worldwide, currently operates 20 generating
facilities and also supplies and distributes electricity to 1.5
million customers.
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