-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, O1u5lO4K9ixUEiTJZXkMDXj2DEju8/jne3n6cgNmZAvApiIakZzsrEI0kHBkBHSW vp4Q8h7HA7ZTc+Ae9FAeQQ== 0000000000-94-001112.txt : 19940617 0000000000-94-001112.hdr.sgml : 19940617 ACCESSION NUMBER: 0000000000-94-001112 CONFORMED SUBMISSION TYPE: S-3D PUBLIC DOCUMENT COUNT: 5 REFERENCES 429: 033-57460 FILED AS OF DATE: 19940616 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW YORK STATE ELECTRIC & GAS CORP CENTRAL INDEX KEY: 0000071675 STANDARD INDUSTRIAL CLASSIFICATION: 4931 IRS NUMBER: 150398550 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3D SEC ACT: 1933 Act SEC FILE NUMBER: 033-54155 FILM NUMBER: 94534451 BUSINESS ADDRESS: STREET 1: P O BOX 287 CITY: ITHACA STATE: NY ZIP: 14851 BUSINESS PHONE: 6073474131 MAIL ADDRESS: ZIP: 51 S-3 1 PROSPECTUS Registration No. ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ------------ NEW YORK STATE ELECTRIC & GAS CORPORATION (Exact name of Registrant as specified in its charter) New York 15-0398550 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4500 Vestal Parkway East, Binghamton, N.Y 13903 (Address of principal executive offices) (607) 729-2551 (Registrant's telephone number including area code) ------------ Sherwood J. Rafferty Taras G. Borkowsky, Esq. Vice President and Treasurer Huber Lawrence & Abell New York State Electric & Gas Corporation 605 Third Avenue P.O. Box 3287 New York, N.Y. 10158 Ithaca, N.Y. 14852-3287 (212) 682-6200 (607) 347-4131 (Name, addresses and telephone numbers of agents for service) ------------ Approximate date of commencement of proposed sale to public: From time to time after the effective date of the Registration Statement. ------------ If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [X] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [_] ================================================================================
Proposed Proposed Title of Each Class Maximum Maximum Amount of of Securities Amount To Be Offering Price Aggregate Registration To Be Registered Registered Per Unit Offering Price Fee - ----------------------------------------------------------------------------------- Common Stock ($6.66 2/3 Par Value).. 5,000,000 Shrs. $24.6875* $123,437,500* $38,575
================================================================================ *Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933. Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus herein also relates to shares of Common Stock of the Company covered by Registration No. 33-57460. ================================================================================ New York State Electric & Gas Corporation Dividend Reinvestment and Stock Purchase Plan The Dividend Reinvestment and Stock Purchase Plan ("Plan") of New York State Electric & Gas Corporation provides holders of its Common Stock with a simple and convenient method of purchasing additional shares of Common Stock without the payment of brokerage commissions or service charges. This Prospectus reflects material amendments to the Plan, which are effective as of July 2, 1994. See "Recent Amendments to the Plan". Any holder of record of Common Stock is eligible to join the Plan. No action is required of current Participants to continue their participation in the Plan. Under the Plan, shares may be purchased at the option of the Company, (a) in the open market by Merrill Lynch, Pierce, Fenner & Smith Incorporated, which will be acting as your agent, or (b) directly from the Company. You may elect one of the following options: (1) Have your dividends automatically reinvested and make optional cash payments of up to $100,000 annually. (2) Continue to receive your dividends on shares registered in your name but make optional cash payments of up to $100,000 annually. Registered shareholders may enroll in the Plan at any time by completing an Authorization Form and returning it to the Company. Dividend payments will be reinvested for registered shareholders only if the completed Authorization Form is received by the Company prior to the first business day of the month in which a dividend is payable. Dividend reinvestment for registered shareholders whose Authorization Forms are received after such date will commence on the next dividend payment date. Dividends will continue to be reinvested unless a Participant notifies the Company that he wishes to withdraw. ----------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ----------------- The date of this Prospectus is June 15, 1994. AVAILABLE INFORMATION New York State Electric & Gas Corporation ("Company") is subject to the informational requirements of the Securities Exchange Act of 1934 ("1934 Act") and in accordance therewith files reports and other information with the Securities and Exchange Commission ("Commission"). Information as of particular dates concerning directors and officers, their remuneration and any material interest of such persons in transactions with the Company is disclosed in proxy statements distributed to stockholders of the Company and filed with the Commission. Such reports, proxy statements and other information can be inspected and copied at the public reference facilities of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices at North Western Atrium Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661, and 75 Park Place, New York, New York 10007; and copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, securities of the Company are listed on the New York Stock Exchange where reports, proxy statements and other information concerning the Company may be inspected. ----------------- INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE There are hereby incorporated by reference in this Prospectus the following documents heretofore filed with the Securities and Exchange Commission: 1. The Company's Annual Report on Form 10-K for the year ended December 31, 1993, filed pursuant to the 1934 Act. 2. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994, filed pursuant to the 1934 Act. 3. The Company's Current Reports on Forms 8-K and 8-K/A dated June 9, 1994, filed pursuant to the 1934 Act. All documents filed by the Company pursuant to Sections 13 or 14 of the 1934 Act after the date of this Prospectus and prior to the termination of the offering of the securities offered hereby shall be deemed to be incorporated by reference in this Prospectus. The Company hereby undertakes to provide without charge to each person to whom a copy of this Prospectus has been delivered, on the written or oral request of any such person, a copy of any or all of the documents referred to above which have been or may be incorporated by reference in this Prospectus, other than exhibits to such documents. Requests for such copies should be directed to Mr. Daniel W. Farley, Vice President and Secretary, New York State Electric & Gas Corporation, P.O. Box 3200, Ithaca, New York 14852-3200, at telephone number (607) 347-4131. 2 THE COMPANY The Company, organized under the laws of the State of New York in 1852, is engaged principally in the business of generating, purchasing, transmitting and distributing electricity and purchasing, transporting and distributing natural gas within areas in the central, eastern and western parts of the State of New York. The territory served comprises an area of about 19,500 square miles with a population of 2,400,000, of which over 99% is located outside the corporate limits of cities. The larger cities in which the Company serves both electricity and gas are Binghamton, Elmira, Auburn, Geneva, Ithaca and Lockport. The Company's customer mix is sufficiently diversified so that no customer accounts for more than 5% of either electric or gas revenues. For the twelve month period ended April 30, 1994, 84% of operating revenues was derived from electric service and 16% from gas service. For this period, 90% of operating income before federal income taxes was derived from electric service and the balance from gas service. The mailing address of the principal executive office of the Company is 4500 Vestal Parkway East, Binghamton, N.Y. 13903, and the telephone number is (607) 729-2551. RECENT AMENDMENTS TO THE PLAN The Company has amended the Plan, effective as of July 2, 1994, as follows: (1) to provide that optional cash payments must be at least $25 and cannot exceed $100,000 annually; (2) to provide that shares may be purchased at the option of the Company, (a) in the open market by Merrill Lynch, Pierce, Fenner & Smith, Incorporated, which will be acting as your agent, or (b) directly from the Company; (3) to provide that the price per share of Common Stock purchased under the Plan in the open market with reinvested dividends or optional cash payments will equal the weighted average of the actual purchase prices at which such shares are acquired with reinvested dividends or optional cash payments. The Company will continue to pay all expenses of the Plan incurred in connection with purchases under the Plan. However, if shares are purchased in the open market, a Participant's share of any brokerage commissions paid by the Company will be taxed as dividend income to the Participant. (See Question 27.); and (4) to provide that a resident of New York State will no longer be able to enroll in the Plan without first becoming a registered shareholder. Other than the foregoing, there have been no other material amendments to the Plan since the Prospectus dated February 16, 1993. 3 DESCRIPTION OF THE PLAN The following are the terms and conditions of the Plan set forth for your convenience in a question and answer form. Purpose 1. What is the purpose of the Plan? The Plan offers registered shareholders a simple and convenient method of investing dividends and/or optional cash payments in the Company's Common Stock ($6.66 2/3 Par Value) ("Additional Common Stock") without payment of brokerage commissions or service charges. If such Additional Common Stock is purchased from the Company, the Plan will provide additional funds for the Company's construction and refunding programs. Advantages 2. What are the advantages of the Plan? Participants may (a) have dividends on their Common Stock automatically reinvested in Additional Common Stock and make optional cash payments of up to $100,000 annually or (b) continue to receive dividends on shares registered in their names and invest by making optional cash payments of up to $100,000 annually. A Participant may also have an agent designated by the Company sell any or all full shares credited to his account under the Plan. (See Questions 20 through 25.) Full investment of funds is possible because the Plan permits fractional shares, as well as full shares, to be credited to the Participant's account. Dividends with respect to such fractions, as well as full shares, will be credited to the Participant's account. Participants may elect to transfer shares of Common Stock registered in their names to their Plan accounts for safekeeping. Shares of Common Stock held by the Plan for safekeeping are protected against loss, theft and inadvertent destruction. Such shares may be withdrawn or sold at any time in accordance with the procedures described below. (See Questions 17 through 25.) Participants are provided with regular quarterly statements of account for simplified record keeping. In addition, for Participants making an optional cash payment in a month other than a month in which a dividend is paid, a statement of account will be provided as soon as practicable after the shares are purchased for such month. No broker's fee, commission or service charge is paid by Participants in connection with purchases under the Plan. All expenses incurred by the Plan in connection with sales of full shares for Participants, including brokerage commissions, are paid by the Participants for whom the sales are made. However, such brokerage commissions are expected to be substantially less than commissions paid by individual investors because all sales transactions by Participants on a particular day will be aggregated, thus 4 allowing the Plan to take advantage of lower brokerage costs than might otherwise be available to individual investors. Administration 3. Who administers the Plan for Participants? The Company administers the Plan, keeps records, sends statements of account and performs other duties related to the Plan. Shares of Additional Common Stock purchased under the Plan will be registered in the name of the Company, as nominee for the Participants. The Company has designated Merrill Lynch, Pierce, Fenner & Smith Incorporated, ("Agent") as agent for the Participants for purchasing shares of Additional Common Stock for the Plan when these shares are purchased in the open market and for selling full shares credited to Participants' accounts or deposited for safekeeping. Participation 4. Who is eligible to participate? All registered shareholders of the Company's Common Stock are eligible to participate in the Plan. 5. How does a registered shareholder of Common Stock join the Plan? A registered shareholder may join the Plan by completing an Authorization Form and returning it to the Company. An Authorization Form may be obtained at any time by written request mailed to New York State Electric & Gas Corporation, Attention: Shareholder Services, P.O. Box 3200, Ithaca, New York 14852-3200 or by dialing our toll-free telephone number, 1-800-225-5643. However, owners of Common Stock whose shares are registered in the names other than their own (such as in the names of brokers and bank nominees) must first become registered shareholders by having at least one share transferred into their names. The Authorization Form allows registered shareholders to decide the extent to which they want to participate in the Plan. If the "Dividend Reinvestment and Stock Purchase Plan" box on the Authorization Form is marked, the Company will apply all the Participant's dividends on the shares registered in the Participant's name, as well as on shares credited to his account under the Plan, to the purchase of Common Stock. If the "Optional Cash Payments Only" box on the Authorization Form is marked, the Company will continue to pay dividends to the Participant on shares registered in the Participant's name in the usual manner but will apply both the optional cash payments received and the dividends on shares credited to the Participant's Plan account to the purchase of Common Stock under the Plan. 5 6. When may a registered shareholder join the Plan? A registered shareholder may join the Plan at any time. However, the registered shareholder's Authorization Form must be received by the Company prior to the first business day of the month in which a dividend is payable if reinvestment of dividends is to begin with that dividend payment. Shareholders electing to make optional cash payments should review Question 15 to determine when the Authorization Form for registered shareholders must be received by the Company in order for such parties to be entitled to receive specific quarterly dividends on the shares of Common Stock purchased with the investment. The Company has paid consecutive quarterly dividends since the Common Stock was first issued to the public in 1949. WHILE THE COMPANY INTENDS TO CONTINUE TO PAY QUARTERLY DIVIDENDS ON THE COMMON STOCK ON THE FIFTEENTH DAY OF FEBRUARY, MAY, AUGUST, AND NOVEMBER, THERE CAN BE NO ASSURANCE OF FUTURE DIVIDENDS SINCE THEY ARE DEPENDENT UPON THE COMPANY'S FUTURE EARNINGS, ITS FINANCIAL REQUIREMENTS, APPLICABLE GOVERNMENTAL REGULATIONS AND OTHER FACTORS. 7. In whose name will Plan accounts be maintained? A Plan account for a registered shareholder who enrolls in the Plan will be maintained in the name(s) as shown on the Company's shareholder records at the time the registered shareholder joins the Plan. Purchases 8. General The Company will have full discretion as to whether Additional Common Stock purchased under the Plan will be purchased in the open market by the Agent or purchased directly from the Company. THE PLAN DOES NOT ALLOW PARTICIPANTS TO SPECIFY THE NUMBER OF SHARES TO BE PURCHASED WITH THEIR REINVESTED DIVIDENDS OR OPTIONAL CASH PAYMENTS. 9. How many shares of Additional Common Stock will be purchased for Participants? The number of shares to be purchased depends on the amount to be invested and the market price of the Common Stock. (See Question 10.) Each Participant's account will be credited with that number of shares, including fractions computed to four decimal places, equal to the amounts to be invested divided by the price of the shares of Additional Common Stock determined pursuant to Question 10. If such shares are purchased in the open market, the crediting of a Participant's account will take place on the allocation date which means the date on which all purchases have been completed with respect to a particular dividend payment date or investment date for optional cash payments. Each Participant's 6 statement of his account will specify each allocation date for shares of Additional Common Stock purchased for his account in the open market. 10. What will be the price of Additional Common Stock purchased under the Plan? A. If Additional Common Stock is purchased in the open market-- The purchase price per share of Additional Common Stock purchased with reinvested dividends or optional cash payments will equal the weighted average of the actual purchase prices at which such shares are acquired with reinvested dividends or optional cash payments. The price will not include any expenses of the Plan, including brokerage fees, which will be paid by the Company. B. If Additional Common Stock is purchased directly from the Company-- The price of the Additional Common Stock purchased for Participants in the Plan with reinvested dividends will be 100% of the average of the highest and lowest sale prices of the Company's Common Stock on the New York Stock Exchange on the dividend payment date, or, if the Common Stock is not traded on the New York Stock Exchange on such date, on the preceding day on which such stock was traded on that Exchange. Additional Common Stock purchased with optional cash payments will be purchased at 100% of the average of the highest and lowest sale prices of the Company's Common Stock on the New York Stock Exchange on the first day of each month, or, if the Common Stock is not traded on the New York Stock Exchange on such date, on the next day on which such stock was traded on that Exchange. No shares will be sold under the Plan at less than the par value of such shares. 11. Who will purchase shares of Additional Common Stock in the open market for the Plan? The Agent will purchase shares of Additional Common Stock for the Participants in the open market. The Agent may also act as the executing broker for such purchases. Subject to certain limitations, the Agent has full discretion as to all matters relating to the purchase of shares of Additional Common Stock, including determining the number of shares, if any, to be purchased on any day or at any time during that day, the purchase price paid for such shares, the market on which such purchases are made, and the persons (including other brokers and dealers) from or through whom such purchases are made; provided the Agent shall not purchase any shares of Additional Common Stock from the Company or any of its affiliates. 12. When will dividends be reinvested? If Additional Common Stock is purchased directly from the Company, dividends will be reinvested on the dividend payment dates. Dividend payment dates ordinarily are the fifteenth day of February, May, August and November. 7 If the Additional Common Stock is purchased in the open market, the Agent may begin purchasing shares of Additional Common Stock with reinvested dividends as early as five business days before each dividend payment date and will use its best efforts to cause all dividends received by it to be applied to the purchase of shares of Additional Common Stock by the end of the 30-day period following each dividend payment date subject to any limitations imposed by federal securities laws. The timing of such purchases under the Plan is otherwise in the sole discretion of the Agent. With respect to a month in which a dividend is payable, because optional cash payments are due on the first of the month, optional cash payments will not be aggregated with reinvested dividends for the purpose of determining the total amounts of funds to be invested. (See Question 14.) Cash Investment Option 13. How are optional cash payments made? The option to make cash payments is available to Participants each month. Optional cash payments must be at least $25 and cannot exceed $100,000 annually. If the "Dividend Reinvestment and Stock Purchase Plan" box on the Authorization Form is marked, an initial cash payment MAY be made when enrolling by sending the Company a payment with the Authorization Form. If the "Optional Cash Payment Only" box on the Authorization Form is marked, a payment MUST be made to establish the account at the time the Authorization Form is sent to the Company. Thereafter, cash payments may be made through the use of cash payment forms sent to Participants. Checks should be made payable to "NYSEG, Agent". Cash payments included as part of a check for payment of electric or gas utility services cannot be accepted. The same amount of money need not be sent each month and there is no obligation to make further cash payments. If Additional Common Stock is purchased in the open market, the Company will transfer all optional cash payments it receives to the Agent. 14. When will optional cash payments be invested? The investment date for optional cash payments is the first day of each month. Checks must be received by the Company's Shareholder Services Department at New York State Electric & Gas Corporation, Attention: Shareholder Services, P.O. Box 3200, Ithaca, NY 14852-3200, on or before the investment date for which an optional cash investment is desired. If Additional Common Stock is to be purchased in the open market, the Agent may begin purchasing shares of Additional Common Stock with optional cash payments on the investment date for which such optional cash payments qualify for investment and will use its best efforts to cause all optional cash payments received by it to be applied to the purchase of shares of Additional Common Stock by the end of the 30-day period following the first day of each month subject to any limitation imposed by federal securities laws. The timing of such purchases under the Plan is otherwise in the sole discretion of the Agent. SINCE NO INTEREST WILL BE PAID ON OPTIONAL CASH PAYMENTS IT IS SUGGESTED THAT ANY OPTIONAL CASH PAYMENT BE SENT SO AS TO BE RECEIVED SHORTLY BEFORE, BUT NOT LATER THAN, THE FIRST DAY OF EACH MONTH. If the first day of the month is a weekend or holiday, the deadline for the receipt of optional cash payments will be the following business 8 day. Optional cash payments received after the first day of each month will be deposited by the Company into a non-interest bearing account until the first day of the following month unless the Participant requests that the cash payment be refunded prior to such date. 15. When will dividends be paid on shares purchased with optional cash payments? Based on the Company's current dividend payment practice, shares purchased with optional cash payments on the first day of February, March and April receive the May 15 dividend; shares purchased on the first day of May, June and July receive the August 15 dividend; shares purchased on the first day of August, September and October receive the November 15 dividend; and shares purchased on the first day of November, December and January receive the February 15 dividend as declared by the Board of Directors. Transfer of Shares to the Plan for Safekeeping 16. What does "safekeeping" of shares mean? A Participant may elect to transfer shares of Common Stock registered in his name to his Plan account for safekeeping. To participate in the safekeeping features of the Plan, Common Stock certificates must be forwarded to, and registered in the name of, the Company as nominee for the Participants. Shares represented by such certificates will be credited to the Participant's account in the Plan. Dividends paid on all such shares of Common Stock must be reinvested. If Participants are interested in the safekeeping program, detailed instructions, along with appropriate documents, will be provided to Participants upon request. Such requests may be made by writing to the address, or using the toll-free telephone number, listed in Question 35. The method used to submit certificates for safekeeping is at the option and risk of the Participant. If the certificates are mailed, insured registered mail is suggested for the Participant's protection. THE CERTIFICATES SHOULD NOT BE ENDORSED. Shares of Common Stock held by the Plan for safekeeping are protected against loss, theft and inadvertent destruction. Such shares may be withdrawn or sold at any time in accordance with the procedures described in Questions 17 through 25. Certificates for Shares 17. Does a Participant receive share certificates for shares purchased under the Plan? Shares purchased under the Plan will be registered in the name of the Company, for the benefit of Participants in the Plan, until the Participant terminates his account in the Plan or until he gives the Company written instructions to deliver certificates for full shares credited to his Plan account. STANDING INSTRUCTIONS FOR WITHDRAWAL OR TRANSFER OF SHARES CREDITED TO A PARTICIPANT'S PLAN ACCOUNT ARE NOT ACCEPTED. A Participant may obtain a 9 certificate registered in his name for any number of full shares credited to his Plan account and still remain in the Plan by submitting to the Company a written request bearing his signature. No fractional share certificates will be issued. 18. May a Participant in the Plan transfer a portion of his shares? A Participant who wishes to remain in the Plan but wishes to transfer any full number of shares credited to his Plan account may do so by submitting to the Company a written request that all or part of his shares be issued in the name of anyone other than the Participant. Such a request must bear the signature of the Participant, guaranteed by a commercial bank or member firm of any national securities exchange. Any transfer tax will be assessed to a Participant when shares credited to his Plan account are transferred. Shares credited to a Participant's Plan account may not be pledged. 19. How long does it take to receive a certificate? The Company will attempt to issue a certificate within three weeks of its receipt of a written request to deliver a certificate for full shares. A Participant who is terminating his account in the Plan and who is requesting a certificate for any full shares credited to his account should allow three weeks after the date on which Additional Common Stock is purchased if the request is received during the period commencing five days prior to the dividend record date and ending on the dividend payment date. (See Questions 6 and 21.) Sale of Full Shares 20. How may Participants sell Common Stock credited to their Plan accounts? A Participant may from time to time sell any or all full shares credited to the Participant's account without terminating his account in the Plan by notifying, in writing, New York State Electric & Gas Corporation, Attention: Shareholder Services, P.O. Box 3200, Ithaca, New York 14852-3200 of the number of shares he wishes sold. Shares of Common Stock for which stock certificates are held by persons other than the Plan are not eligible for sale under the Plan. At the time of sale of full shares credited to a Participant's account the proceeds will be sent to the Participant or a Participant may request that the check for the sale of such shares be issued in the name of anyone other than the Participant. Such a request must bear the signature of the Participant, guaranteed by a commercial bank or member firm of any national securities exchange. 21. Who will sell the Common Stock of the Participants credited to their Plan accounts? The Agent will sell full shares of Common Stock credited to a Participant's Plan account in the open market. The Agent may act as the executing broker for such sales. Sales requests by Participants will be aggregated and Participants' shares will be sold at least once each week by the Agent on the 10 open market, except during the ten day period which occurs prior to the record date for each of the Company's dividend payment dates. Based upon the Company's current dividend payment practice, the dividend record date occurs in January, April, July and October. Subject to certain limitations, the Agent has full discretion as to all matters relating to the sale of full shares of the Common Stock credited to a Participant's Plan account including determining the number of shares, if any, to be sold on any day or at any time during that day, the sales price for such shares, the market on which sales are made, and the persons (including other brokers and dealers) to or through whom such sales are to be made. 22. What will be the price of the Common Stock sold? The sales price per share of Common Stock credited to a Participant's Plan account sold by the Agent will equal the weighted average of the actual sales price on the open market at which such shares are sold. The net amount per share received by a Participant will be the amount of the per share sales price reduced by the per share amount of the brokerage commissions and other expenses incurred by the Plan in connection with the sale of such shares for Participants. Such brokerage commissions are expected to be substantially less than commissions paid by individual investors. PARTICIPANTS CANNOT REQUEST, AND THE AGENT DOES NOT GUARANTEE, ANY SPECIFIC SALES PRICE. Participants will receive a check for the proceeds as soon as practicable after the sale has been completed. Termination of Participants' Accounts 23. How does a Participant terminate his account in the Plan? A Participant may terminate his account in the Plan by notifying, in writing, New York State Electric & Gas Corporation, Attention: Shareholder Services, P.O. Box 3200, Ithaca, New York 14852-3200 that he wishes to terminate his account. Such notice must state whether the Participant wants a stock certificate for the full shares credited to his Plan account, whether the Participant wants a stock certificate for part of the full shares credited to his Plan account and the remainder sold, or whether the Participant wants all shares credited to his Plan account sold. If a Participant has requested a stock certificate for his full shares, the fractional shares will be converted to cash based on the closing price of the Company's Common Stock on the New York Stock Exchange on the day such request was received and will be remitted to the terminating Participant. If a Participant has requested a stock certificate for part of his full shares and has requested the remainder be sold or has requested that all his shares be sold, fractional shares will be converted to cash based on the weighted average of the actual sales price on the open market at which his full shares are sold. The Company will return any uninvested cash submitted by the Participant under the cash payment option. At the time of termination of his account in the Plan, a Participant may request that all or part of his shares be in certificate form, or a check be issued, in the name of anyone other than the Participant. 11 Such requests must bear the signature of the Participant, guaranteed by a commercial bank or member firm of any national securities exchange. Any transfer tax will be assessed to a Participant when shares credited to his Plan account are transferred. A shareholder may re-enroll in the Plan at any time. 24. When may a Participant terminate his account in the Plan? A Participant may terminate his account in the Plan at any time. Written notice of a Participant's termination of his account must be received by the Company (a) ten days prior to a dividend record date if any full shares are to be sold, or (b) five days prior to a dividend record date if a stock certificate for all full shares is to be issued, in order for that dividend to be withdrawn from participation in the Plan. (See Question 21.) Notice of termination received after those dates will not be applicable to that dividend, but will be applicable to the next following and succeeding dividends. All dividends paid after timely receipt of a written notice of termination will be sent directly to the Participant's address of record. 25. What happens when a Participant sells or transfers all shares registered in his name? If a Participant disposes of all shares of Common Stock registered in his name, the Company will continue to reinvest dividends on the shares credited to his Plan account unless the Participant directly notifies the Company in writing to do otherwise. Cost to Participants 26. Are there any expenses to shareholders who participate in the Plan? The Company will pay all expenses of the Plan incurred in the connection with purchases under the Plan. However, if shares are purchased in the open market, a Participant's share of any brokerage commissions paid by the Company will be taxed as dividend income to the Participant. (See Question 27.) A Participant pays all expenses, including brokerage commissions, incurred in connection with the sale of full shares credited to the Participant's account under the Plan. (See Question 22.) In certain cases, charges may be incurred by a Participant upon transfer of shares credited to his Plan account. (See Questions 18 and 23.) In addition, duplicate copies of statements or 1099's requested will be subject to a nominal fee. Other information 27. What are the federal income tax consequences of participation in the Plan? A Participant will be treated for federal income tax purposes as receiving as dividend income on each dividend payment date the full amount of cash dividends then payable with respect to his 12 participating shares even though such amount is not actually received by him in cash but is instead applied to the purchase of Additional Common Stock. Also, if Additional Common Stock is purchased in the open market, a Participant's share of any brokerage commissions paid by the Company will be taxed as dividend income to him. A Participant will not have any taxable income for federal income purposes when he receives certificates for whole shares credited to his account under the Plan. However, a Participant will realize gain or loss when whole shares acquired pursuant to the Plan are sold or otherwise disposed of by him and when and if he receives a cash payment for a fractional share credited to his account upon his withdrawal from, or termination of, the Plan. The amount of any such gain or loss will equal the difference between the amount that the Participant receives for his shares or fractional share and his tax basis. The aggregate tax basis of shares acquired under the Plan will equal the sum of (i) the amount of the cash dividend reinvested or the amount of the optional cash payment, as the case may be, which was used to purchase the shares and (ii) the amount of any applicable brokerage commission. The Company believes a Participant will be allowed to treat the shares as having a holding period beginning on the day following the date the shares acquired pursuant to the Plan are credited to his account. In the case of a Participant who is subject to backup withholding tax on dividends, or a foreign Participant whose dividends are subject to United States income tax withholding, the amount of the tax withheld will be deducted from the amount of the dividends and only the reduced amount will be reinvested. The total amount to be reported as dividend income will be shown on a Participant's quarterly statement of account. This statement will also show his tax basis and the date the shares acquired pursuant to the Plan are credited to a Participant's account. The last statement of each calendar year should be retained for record purposes. Pursuant to federal income tax regulations, Participants selling any shares will be sent a Form 1099-B for each sale. ALL PARTICIPANTS SHOULD CONSULT WITH THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES THAT MAY RESULT FROM THEIR PARTICIPATION IN THE PLAN AND THEIR SUBSEQUENT DISPOSITION OF SHARES PURCHASED PURSUANT TO THE PLAN. 28. What happens if the Company issues a stock dividend or declares a stock split? Any stock dividends or split shares distributed on shares credited to a Participant's Plan account will be added to his account. Stock dividends or split shares distributed on shares registered in the name of the Participant will be mailed directly to the Participant in the same manner as to shareholders who are not participating in the Plan. 13 29. If the Company sells additional shares of Common Stock through a rights offering, how will a Participant's entitlement be computed? In a rights offering, the Participant will receive rights based upon the shares registered in his name, and whole shares credited to his account under the Plan. 30. How will a Participant's shares be voted at meetings of shareholders? If shares registered in the name of a Participant in the Plan are voted by him on any matter submitted to a meeting of shareholders, the number of whole shares credited to the account of the Participant under the Plan will be added to the number of shares registered in the name of the Participant which are voted on such matter. If no shares are registered in a Participant's name, shares credited to the account of a Participant under the Plan will be voted by proxies in accordance with instructions of the Participant given on an instruction form which will be furnished to the Participant. If the proxy card or instruction form is not returned or if it is returned unsigned, none of the Participant's shares will be voted unless the Participant votes in person. If the proxy card or instruction form is returned properly signed but no instructions are received, all of a Participant's whole shares, those registered in his name, if any, and those credited to his account under the Plan, will be voted in the discretion of the Company's management, the same as for nonparticipating shareholders who return proxies and do not provide instructions. 31. What kind of reports will be sent to Participants? A Participant will continue to receive annual reports, proxy materials, quarterly reports, and other information furnished by the Company to all shareholders and each Participant will receive a Prospectus containing certain information regarding the Plan. Each Participant will also receive a fully detailed statement of his account shortly after each quarterly dividend payment date. A Participant making an optional cash payment in a month other than a month in which a dividend is paid will receive a statement of his account shortly after the optional cash payment investment date. 32. May the Plan be changed or discontinued? The Company reserves the right to suspend, modify or terminate the Plan at any time. Any such suspension, modification or termination will be announced to all shareholders. Upon termination, a certificate will be issued to each Participant for the full shares in his account. Any fractional share will be converted to cash based on the closing price of the Company's Common Stock on the New York Stock Exchange on the termination date and remitted to the Participant. 33. Who interprets and regulates the Plan? The Company reserves the right to interpret and regulate the Plan as deemed desirable or necessary in connection with its operation. 14 34. What are the responsibilities of the Company and the Agent under the Plan? In administering the Plan, neither the Company nor the Agent will be liable to a Participant for any act done in good faith or for any good faith omission to act, including, without limitation, any claim of liability arising out of failure to terminate a Participant's account upon such Participant's death prior to receipt of notice in writing of such death. PARTICIPANTS SHOULD RECOGNIZE THAT NEITHER THE COMPANY NOR THE AGENT CAN ASSURE THEM OF A PROFIT OR PROTECT THEM AGAINST A LOSS ON THE SHARES PURCHASED OR SOLD BY THEM UNDER THE PLAN. 35. To whom may a shareholder direct additional questions regarding the Plan? The Company will answer shareholder inquiries in connection with the Plan. Written inquiries should be directed to New York State Electric & Gas Corporation, Attention: Shareholder Services, P.O. Box 3200, Ithaca, New York 14852-3200. Shareholders may also make telephone inquiries by using the following toll-free telephone number which is available weekdays between 8:00 A.M. and 4:30 P.M. Eastern Time:1-800-225-5643. APPLICATION OF PROCEEDS Unless shares of Additional Common Stock are purchased directly from the Company, the Company will receive no proceeds from the offering of Additional Common Stock through the Plan. To the extent that any shares of Additional Common Stock are purchased directly from the Company, the Company intends to use the proceeds from the issuance of such shares for its construction and refunding programs. DESCRIPTION OF COMMON STOCK The following statements with respect to the Common Stock ($6.66 2/3 Par Value), Preferred Stock and the Preference Stock (none of the Preference Stock now being outstanding) are summaries of certain provisions of the Company's Certificate of Incorporation setting forth the designations, preferences, privileges and voting powers of such stock and the restrictions or qualifications thereof. The statements herein contained are summaries and reference is made to the Certificate of Incorporation filed as an exhibit to the Registration Statement for the full provisions. Dividend Limitations. After dividends on all outstanding Preferred Stock and Preference Stock have been paid, or declared and funds set apart for their payment, the Common Stock is entitled to such dividends as may be declared by the Board of Directors out of funds legally available therefor. So long as senior securities are outstanding, cash dividends can be paid on Common Stock only out of retained earnings accumulated since December 31, 1946. Such dividends are limited to 75% of Net Income Available for Common Stock if Common Stock Equity falls below 25% of total capitalization, and to 50% if Common Stock Equity falls below 20%. The Company's Common Stock Equity at April 30, 1994 was approximately 45% of total capitalization. No dividends on Common Stock can be 15 paid unless all sinking fund requirements of the Preferred Stock and Preference Stock are met. The Company has not been restricted in the payment of dividends on Common Stock by these provisions and does not believe that it will be so restricted in the future. Voting Rights. Record holders of Common Stock have one vote for each share held and are entitled to cumulative voting in the election of directors. The Company's Board of Directors is divided into three classes serving staggered three-year terms. The classification of directors makes it more difficult for a minority stockholder to elect a director by cumulative voting. The provision for classification does not apply in the event that the holders of Preferred Stock or Preference Stock become entitled to elect directors, as described below. If Preferred Stock dividends are in default in an amount equivalent to four full quarter-yearly dividends, the holders of the Preferred Stock voting separately as a class are entitled to elect a majority of the Board of Directors and their privilege continues until all dividends in default have been paid. If Preference Stock dividends are in default in an amount equivalent to four full quarter-yearly dividends, the holders of the Preference Stock, voting separately as a class, are entitled to elect two members of the Board of Directors and their privilege continues until all dividends in default have been paid. Neither the holders of the Preferred Stock nor the holders of Preference Stock are entitled to vote on any other matters except those in respect of which voting rights cannot be denied or waived under any provision of law and except that certain corporate actions may not be effected without the favorable vote of specified percentages of the Preferred Stock and, in some cases, the Preference Stock. Preemptive Rights. No holder of any class of stock is entitled to any preemptive right to purchase or subscribe for any shares of stock issued by the Company or to any obligations convertible into or carrying options to purchase stock of the Company, or to any other preemptive rights under the laws of the State of New York. Other Rights. The outstanding shares of Common Stock are fully paid and non- assessable. After satisfaction of the preferential liquidation rights of the Preferred Stock and the Preference Stock, the holders of the Common Stock are entitled to share ratably in the distribution of all remaining assets. Listing. The Common Stock is listed on the New York Stock Exchange. Transfer Agent and Registrar. The Transfer Agent and Registrar for the Common Stock is Chemical Bank, 450 West 33rd Street, New York, N.Y. 10001. EXPERTS The consolidated balance sheets as of December 31, 1993 and 1992 and the consolidated statements of income, common stock equity, and cash flows for each of the three years in the period ended December 31, 1993, included in the Company's Annual Report on Form 10-K for the year ended December 31, 1993, and incorporated by reference in this prospectus, have been incorporated herein in 16 reliance on the report of Coopers & Lybrand, independent accountants, given on the authority of that firm as experts in accounting and auditing. LEGAL OPINION The legality of the securities issued hereby will be passed upon by Huber Lawrence & Abell, 605 Third Avenue, New York, New York 10158, General Counsel for the Company. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Business Corporation Law of the State of New York ("BCL") provides that if a derivative action is brought against a director or officer, the Company may indemnify him against amounts paid in settlement and reasonable expenses, including attorneys' fees incurred by him in connection with the defense or settlement of such action, if such director or officer acted in good faith for a purpose which he reasonably believed to be in the best interests of the Company, except that no indemnification shall be made without court approval in respect of a threatened action, or a pending action settled or otherwise disposed of, or in respect of any matter as to which such director or officer has been found liable to the Company. In a nonderivative action or threatened action, the BCL provides that the Company may indemnify a director or officer against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees incurred by him in defending such action if such director or officer acted in good faith for a purpose which he reasonably believed to be in the best interests of the Company. Under the BCL, a director or officer who is successful, either in a derivative or nonderivative action, is entitled to indemnification as outlined above. Under any other circumstances, such director or officer may be indemnified only if certain conditions specified in the BCL are met. The indemnification provisions of the BCL are not exclusive of any other rights to which a director or officer seeking indemnification may be entitled pursuant to the provisions of the certificate of incorporation or the by-laws of a corporation or, when authorized by such certificate of incorporation or by- laws, pursuant to a shareholders' resolution, a directors' resolution or an agreement providing for such indemnification. The above is a general summary of certain provisions of the BCL and is subject, in all cases, to the specific and detailed provisions of Sections 721- 725 of the BCL. The By-Laws of the Company provide that to the extent not prohibited by law, the Company shall indemnify each person made, or threatened to be made, a party to any civil or criminal action or proceeding by reason of the fact that he, or his testator or intestate (i) is or was a director or officer of the Company or (ii) is or was serving any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, in any capacity at the request of the Company. 17 The By-Laws of the Company also provide, among other things, that: (1) no indemnification shall be made to or on behalf of any director or officer, if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained in fact a financial profit or other advantage to which he was not legally entitled; (2) the rights to indemnification and advancement of defense expenses granted by or pursuant to the By-Laws shall not limit or exclude, but shall be in addition to, any other rights which may be granted by or pursuant to any statute, certificate of incorporation, by-law, resolution or agreement; and (3) the Company may, with the approval of the Board of Directors, enter into an agreement with any person who is, or is about to become, a director or officer of the Company, or who is serving, or is about to serve, at the request of the Company, as a director, officer, or in any other capacity, any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which agreement may provide for indemnification of such person and advancement of defense expenses to such person upon such terms, and to the extent, not prohibited by law. The Company has insurance policies indemnifying its directors and officers against certain obligations that may be incurred by them, subject to certain retention and co-insurance provisions. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is therefore unenforceable. 18 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- No person has been authorized to give any information or to make any representations other than those contained or incorporated by reference in this Prospectus in connection with the offer made by this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by the Company. Neither the delivery of this Prospectus nor any sale made hereunder shall under any circumstances create an implication that there has been no change in the affairs of the Company since the date hereof. This Prospectus does not constitute an offer or solicitation by anyone in any State in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. ----------------- TABLE OF CONTENTS
Page ---- Available Information...................................................... 2 Incorporation of Certain Documents by Reference............................ 2 The Company................................................................ 3 Recent Amendments to the Plan.............................................. 3 Description of the Plan.................................................... 4 Application of Proceeds.................................................... 15 Description of Common Stock................................................ 15 Experts.................................................................... 16 Legal Opinion.............................................................. 17 Indemnification of Directors and Officers.................................. 17
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- New York State Electric & Gas Corporation Common Stock ($6.66 2/3 Par Value) [Logo of New York State Electric & Gas Corporation] Dividend Reinvestment and Stock Purchase Plan PROSPECTUS Dated June 15, 1994 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution
Description Amount ----------- --------- Securities and Exchange Commission Filing Fee................... $ 38,575 Printing and Engraving.......................................... 20,000* Transfer Agent and Registrar Fees............................... 1,000* Legal Services.................................................. 25,000* Accounting Services............................................. 10,000* New York Stock Exchange Listing Fee............................. 47,800 Miscellaneous................................................... 7,625* --------- Total......................................................... 150,000* =========
- -------- *Estimated. Item 15. Indemnification of Directors and Officers The information set forth under the caption "Indemnification of Directors and Officers" in the Prospectus contained in Part I of this Registration Statement is incorporated by reference in response to this Item 15. Item 16. List of Exhibits See Exhibit Index. Item 17. Undertakings The Company hereby undertakes: (a) to file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10 (a)(3) of the Securities Act of 1933 ("Act"); (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if this Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") that are incorporated by reference in this Registration Statement; (b) that, for the purpose of determining any liability under the Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (c) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; II-1 (d) that, for purposes of determining any liability under the Act, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 14th day of June, 1994. NEW YORK STATE ELECTRIC & GAS CORPORATION By J. A. Carrigg* Chairman Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Principal Executive Officer: J. A. Carrigg* Chairman and Director June 14, 1994 Principal Financial Officer: S. J. Rafferty* Vice President and Treasurer June 14, 1994 Principal Accounting Officer: E. A. Robinson* Vice President and Controller June 14, 1994 Directors: Alison P. Casarett* Director ) | Everett A. Gilmour* Director | | Paul L. Gioia* Director | | John M. Keeler* Director | | Allen E. Kintigh* Director > June 14, 1994 | Ben E. Lynch* Director | | Alton G. Marshall* Director | | David R. Newcomb* Director | | Robert A. Plane* Director | | C. William Stuart* Director ) *By /S/ T. G. Borkowsky (T. G. Borkowsky, attorney-in-fact)
II-3 EXHIBIT INDEX
Exhibit No. Reference ----------- --------- * 4-1 Restated Certificate of Incorporation (Filed in Registration No. 33-50719 as of the Company pursuant to Section 807 Exhibit No. 4-11). of the Business Corporation Law filed in the Office of the Secretary of State of the State of New York on October 25, 1988. * 4-2 Certificate of Amendment of the (Filed in Registration No. 33-50719 as Certificate of Incorporation filed in Exhibit No. 4-12). the Office of the Secretary of State of the State of New York on October 17, 1989. * 4-3 Certificate of Amendment of the (Filed in Registration No. 33-50719 as Certificate of Incorporation filed in Exhibit No. 4-13). the Office of the Secretary of State of the State of New York on May 22, 1990. * 4-4 Certificate of Amendment of the (Filed in Registration No. 33-50719 as Certificate of Incorporation filed in Exhibit No. 4-14). the Office of the Secretary of State of the State of New York on October 31, 1990. * 4-5 Certificate of Amendment of the (Filed in Registration No. 33-50719 as Certificate of Incorporation filed in Exhibit No. 4-15). the Office of the Secretary of State of the State of New York on February 6, 1991. * 4-6 Certificate of Amendment of the (Filed in Registration No. 33-50719 as Certificate of Incorporation filed in Exhibit No. 4-16). the Office of the Secretary of State of the State of New York on October 15, 1991. * 4-7 Certificate of Merger of Columbia Gas (Filed in Registration No. 33-50719 as of New York, Inc. into the Company Exhibit No. 4-20). filed in the Office of the Secretary of State of the State of New York on April 8, 1991. * 4-8 Certificate of Amendment of the (Filed in Registration No. 33-50719 as Certificate of Incorporation filed in Exhibit No. 4-17). the Office of the Secretary of State of the State of New York on May 28, 1992. * 4-9 Certificate of Amendment of the (Filed in Registration No. 33-50719 as Certificate of Incorporation filed in Exhibit No. 4-18). the Office of the Secretary of State of the State of New York on October 20, 1992. * 4-10 Certificate of Amendment of the (Filed in Registration No. 33-50719 as Certificate of Incorporation filed in Exhibit No. 4-19). the Office of the Secretary of State of the State of New York on October 14, 1993. * 4-11 Certificate of Amendment of the (Filed in Company's 10-K for year ended Certificate of Incorporation filed in December 31, 1993, File No. 1-3103-2, the Office of the Secretary of State of as Exhibit No. 3-11). the State of New York on December 10, 1993.
EXHIBIT INDEX--Continued
Exhibit No. Reference ----------- --------- * 4-12 Certificate of Amendment of the (Filed in Company's 10-K for year ended Certificate of Incorporation filed in December 31, 1993, File No. 1-3103-2, the Office of the Secretary of State of as Exhibit No. 3-12). the State of New York on December 20, 1993. * 4-13 Certificate of Amendment of the (Filed in Company's 10-K for year ended Certificate of Incorporation filed in December 31, 1993, File No. 1-3103-2, the Office of the Secretary of State of as Exhibit No. 3-13). the State of New York on December 20, 1993. * 4-14 By-Laws of the Company as amended (Filed in Company's 10-K for year ended February 25, 1994. December 31, 1993, File No. 1-3103-2, as Exhibit No. 3-15). 5 Opinion of Huber Lawrence & Abell with respect to the legality of the securities registered hereunder. 24-1 Consent of Coopers & Lybrand. 24-2 Consent of Huber Lawrence & Abell. (Included in opinion filed as Exhibit No. 5). 25-1 Power of Attorney of Directors and Officers. 25-2 Power of Attorney of Company.
- -------- * Incorporated by reference. EX-5 2 OPINION EXHIBIT 5 Law Offices of Huber Lawrence & Abell 605 Third Avenue New York, New York 10158 (212) 682-6200 June 14, 1994 New York State Electric & Gas Corporation P.O. Box 3287 Ithaca, New York 14852-3287 Dear Sirs: In connection with the proposed public offering and sale by New York State Electric & Gas Corporation (the "Company") of 5,000,000 shares of its Common Stock (Par Value $6.66 2/3 per share) (the "Stock"), pursuant to the terms of a Dividend Reinvestment and Stock Purchase Plan (the "Plan"), the Company is filing with the Securities and Exchange Commission a Registration Statement under the Securities Act of 1933, as amended, on Form S-3 (the "Registration Statement") with which this opinion is to be included as an Exhibit. As your counsel, we are generally familiar with the corporate proceedings of the Company and we have participated in all proceedings taken by the Company in connection with the proposed issuance and sale of the Stock. In our opinion, when the actions as hereinafter set forth have been taken, the Stock will have been duly authorized, and when sold, will be legally issued, fully paid and non-assessable: a. The Securities and Exchange Commission shall have entered an appropriate order declaring the Registation Statement effective; b. The Public Service Commission of the State of New York shall have approved the issuance and sale of the Stock; c. The Board of Directors of the Company shall have authorized the issuance and sale of the Stock in accordance with the terms of the Plan; and d. The Stock shall have been duly issued in accordance with the terms of the Plan and the consideration therefor received by the Company. We hereby consent to the making of the statements with reference to our firm under the heading "Legal Opinion" in the Registration Statement and to the filing of this opinion as an Exhibit to the Registration Statement. Very truly yours, /s/Huber Lawrence & Abell EX-24.1 3 CONSENT [LOGO OF | certified | 1301 Avenue of the Americas |telephone (212) 259-1000 COOPERS & | public | New York, New York 10019-6013 | LYBRAND] | accountants| |facsimile (212) 259-1301 Exhibit 24-1 ------------ CONSENT OF INDEPENDENT ACCOUNTANTS ------- We consent to the incorporation by reference in this registration statement of New York State Electric & Gas Corporation on Form S-3 of our report dated January 28, 1994, on our audits of the consolidated financial statements and financial statement schedules of New York State Electric & Gas Corporation and Subsidiaries as of December 31, 1993 and 1992, and for each of the three years in the period ended December 31, 1993, which report is included in the Annual Report on Form 10-K for 1993 of New York State Electric & Gas Corporation. We also consent to the reference to our firm under the caption "Experts." /S/ COOPERS & LYBRAND COOPERS & LYBRAND New York, New York June 15, 1994 Coopers & Lybrand is a member firm of Coopers & Lybrand (International) EX-25.1 4 POWER OF ATTORNEY EXHIBIT NO. 25-1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of New York State Electric & Gas Corporation, a New York corporation, which is planning to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 for the registration of not to exceed 5,000,000 shares of Common Stock ($6.66 2/3 Par Value), hereby constitutes and appoints J. A. Carrigg, R. P. Fagan, S. J. Rafferty, D. W. Farley and T. G. Borkowsky, Esquire and each of them (with full power to act without the others or any of them) his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any or all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in- fact and agents, or any one of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has set his hand this 10th day of June 1994. /S/ James A. Carrigg --------------------------------- EXHIBIT NO. 25-1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of New York State Electric & Gas Corporation, a New York corporation, which is planning to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 for the registration of not to exceed 5,000,000 shares of Common Stock ($6.66 2/3 Par Value), hereby constitutes and appoints J. A. Carrigg, R. P. Fagan, S. J. Rafferty, D. W. Farley and T. G. Borkowsky, Esquire and each of them (with full power to act without the others or any of them) his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any or all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in- fact and agents, or any one of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has set his hand this 10th day of June 1994. /S/ Sherwood J. Rafferty ------------------------------------- EXHIBIT NO. 25-1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of New York State Electric & Gas Corporation, a New York corporation, which is planning to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 for the registration of not to exceed 5,000,000 shares of Common Stock ($6.66 2/3 Par Value), hereby constitutes and appoints J. A. Carrigg, R. P. Fagan, S. J. Rafferty, D. W. Farley and T. G. Borkowsky, Esquire and each of them (with full power to act without the others or any of them) his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any or all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in- fact and agents, or any one of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has set his hand this 10th day of June 1994. /S/ Everett A. Robinson ------------------------------------- EXHIBIT NO. 25-1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of New York State Electric & Gas Corporation, a New York corporation, which is planning to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 for the registration of not to exceed 5,000,000 shares of Common Stock ($6.66 2/3 Par Value), hereby constitutes and appoints J. A. Carrigg, R. P. Fagan, S. J. Rafferty, D. W. Farley and T. G. Borkowsky, Esquire and each of them (with full power to act without the others or any of them) his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any or all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in- fact and agents, or any one of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has set his hand this 10th day of June 1994. /S/ Alison P. Casarett ------------------------------------- EXHIBIT NO. 25-1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of New York State Electric & Gas Corporation, a New York corporation, which is planning to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 for the registration of not to exceed 5,000,000 shares of Common Stock ($6.66 2/3 Par Value), hereby constitutes and appoints J. A. Carrigg, R. P. Fagan, S. J. Rafferty, D. W. Farley and T. G. Borkowsky, Esquire and each of them (with full power to act without the others or any of them) his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any or all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in- fact and agents, or any one of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has set his hand this 10th day of June 1994. /S/ Everett A. Gilmour ------------------------------------- EXHIBIT NO. 25-1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of New York State Electric & Gas Corporation, a New York corporation, which is planning to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 for the registration of not to exceed 5,000,000 shares of Common Stock ($6.66 2/3 Par Value), hereby constitutes and appoints J. A. Carrigg, R. P. Fagan, S. J. Rafferty, D. W. Farley and T. G. Borkowsky, Esquire and each of them (with full power to act without the others or any of them) his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any or all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in- fact and agents, or any one of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has set his hand this 10th day of June 1994. /S/ Paul L. Gioia ------------------------------------- EXHIBIT NO. 25-1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of New York State Electric & Gas Corporation, a New York corporation, which is planning to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 for the registration of not to exceed 5,000,000 shares of Common Stock ($6.66 2/3 Par Value), hereby constitutes and appoints J. A. Carrigg, R. P. Fagan, S. J. Rafferty, D. W. Farley and T. G. Borkowsky, Esquire and each of them (with full power to act without the others or any of them) his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any or all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in- fact and agents, or any one of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has set his hand this 10th day of June 1994. /S/ John M. Keeler ------------------------------------- EXHIBIT NO. 25-1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of New York State Electric & Gas Corporation, a New York corporation, which is planning to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 for the registration of not to exceed 5,000,000 shares of Common Stock ($6.66 2/3 Par Value), hereby constitutes and appoints J. A. Carrigg, R. P. Fagan, S. J. Rafferty, D. W. Farley and T. G. Borkowsky, Esquire and each of them (with full power to act without the others or any of them) his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any or all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in- fact and agents, or any one of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has set his hand this 10th day of June 1994. /S/ Allen E. Kintigh ------------------------------------- EXHIBIT NO. 25-1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of New York State Electric & Gas Corporation, a New York corporation, which is planning to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 for the registration of not to exceed 5,000,000 shares of Common Stock ($6.66 2/3 Par Value), hereby constitutes and appoints J. A. Carrigg, R. P. Fagan, S. J. Rafferty, D. W. Farley and T. G. Borkowsky, Esquire and each of them (with full power to act without the others or any of them) his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any or all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in- fact and agents, or any one of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has set his hand this 10th day of June 1994. /S/ Alton G. Marshall ------------------------------------- EXHIBIT NO. 25-1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of New York State Electric & Gas Corporation, a New York corporation, which is planning to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 for the registration of not to exceed 5,000,000 shares of Common Stock ($6.66 2/3 Par Value), hereby constitutes and appoints J. A. Carrigg, R. P. Fagan, S. J. Rafferty, D. W. Farley and T. G. Borkowsky, Esquire and each of them (with full power to act without the others or any of them) his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any or all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in- fact and agents, or any one of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has set his hand this 10th day of June 1994. /S/ Robert A. Plane ------------------------------------ EXHIBIT NO. 25-1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of New York State Electric & Gas Corporation, a New York corporation, which is planning to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 for the registration of not to exceed 5,000,000 shares of Common Stock ($6.66 2/3 Par Value), hereby constitutes and appoints J. A. Carrigg, R. P. Fagan, S. J. Rafferty, D. W. Farley and T. G. Borkowsky, Esquire and each of them (with full power to act without the others or any of them) his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any or all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in- fact and agents, or any one of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has set his hand this 10th day of June 1994. /S/ Ben E. Lynch ------------------------------------ EXHIBIT NO. 25-1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of New York State Electric & Gas Corporation, a New York corporation, which is planning to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 for the registration of not to exceed 5,000,000 shares of Common Stock ($6.66 2/3 Par Value), hereby constitutes and appoints J. A. Carrigg, R. P. Fagan, S. J. Rafferty, D. W. Farley and T. G. Borkowsky, Esquire and each of them (with full power to act without the others or any of them) his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any or all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in- fact and agents, or any one of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has set his hand this 10th day of June 1994. /S/ David R. Newcomb ------------------------------------ EXHIBIT NO. 25-1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of New York State Electric & Gas Corporation, a New York corporation, which is planning to file with the Securities and Exchange Commission, Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement on Form S-3 for the registration of not to exceed 5,000,000 shares of Common Stock ($6.66 2/3 Par Value), hereby constitutes and appoints J. A. Carrigg, R. P. Fagan, S. J. Rafferty, D. W. Farley and T. G. Borkowsky, Esquire and each of them (with full power to act without the others or any of them) his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign such Registration Statement and any or all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that said attorneys-in- fact and agents, or any one of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has set his hand this 10th day of June 1994. /S/ C. William Stuart ------------------------------------ EX-25.2 5 RESOLUTION EXHIBIT NO. 25-2 NEW YORK STATE ELECTRIC & GAS CORPORATION Certified Resolutions RESOLVED, that the Corporation hereby constitutes and appoints J. A. Carrigg, R. P. Fagan, S. J. Rafferty, D. W. Farley and T. G. Borkowsky, Esquire, and each of them (with full power to each of them to act alone) its true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for it and on its behalf and in its name, place and stead, to sign, execute and file a Registration Statement under the Securities Act of 1933, as amended, for the proposed offering of not to exceed 5,000,000 shares of Common Stock ($6.66 2/3 Par Value) through the Plan, any and all amendments to such Registration Statement and any and all other documents requisite to be filed with respect thereto, with all exhibits and other documents in connection therewith, granting unto said attorneys, and each of them or their substitutes or substitute full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the Corporation might or could do. * * * * * * * * * * * * * * * * * * * * * * * * * I, DANIEL W. FARLEY, Vice President and Secretary of NEW YORK STATE ELECTRIC & GAS CORPORATION, a New York corporation, do hereby certify that the foregoing is a true and correct copy of resolutions duly adopted by the Board of Directors of said Corporation at a meeting thereof duly called, convened and held on June 10, 1994 and that said resolutions are in full force and effect as of the date hereof. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Corporation this 14th day of June 1994. /S/ DANIEL W. FARLEY ------------------------------ Vice President and Secretary -----END PRIVACY-ENHANCED MESSAGE-----