OFFER TO PURCHASE FOR CASH
6,540,670 SHARES OF COMMON STOCK
OF
NEW YORK STATE ELECTRIC & GAS CORPORATION
AT
$24.50 NET PER SHARE
BY
CE ELECTRIC (NY), INC.
A WHOLLY OWNED SUBSIDIARY OF
CALENERGY COMPANY, INC.
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THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, AUGUST 14, 1997, UNLESS THE OFFER
IS EXTENDED.
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July 18, 1997
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by CE Electric (NY), Inc., a New York corporation
(the "Purchaser") and a wholly owned subsidiary of CalEnergy Company, Inc.
("CalEnergy"), to act as the Dealer Managers in connection with its offer to
purchase 6,540,670 shares of common stock, par value $6.66 2/3 per share (the
"Shares"), of New York State Electric & Gas Corporation, a New York
corporation (the "Company"), at $24.50 per Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated July 18, 1997 (the "Offer to Purchase")
and in the related Letter of Transmittal (which together constitute the
"Offer") enclosed herewith.
Holders of Shares whose certificates for such Shares ("Certificates") are
not immediately available or who cannot deliver their Certificates, and all
other required documents to the Depositary on or prior to the expiration of
the Offer ("Expiration Date"), or who cannot complete the procedures for
book-entry transfer on a timely basis, must tender their Shares according to
the guaranteed delivery procedures set forth in Section 4 of the Offer to
Purchase.
Holders tendering their Shares will be entitled to retain the regular $.35
quarterly dividend payable on August 15, 1997 to holders of record on July
25, 1997.
Please furnish copies of the enclosed materials to those of your clients
for whose accounts you hold Shares registered in your name or in the name of
your nominee.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER THAT NUMBER
OF SHARES WHICH, TOGETHER WITH SHARES BENEFICIALLY OWNED BY THE PURCHASER,
REPRESENTS 9.9% OF THE TOTAL NUMBER OF OUTSTANDING SHARES OF NEW YORK STATE
ELECTRIC & GAS CORPORATION, AND (2) THE EXPIRATION OR TERMINATION OF ALL
WAITING PERIODS IMPOSED BY THE XXXX-XXXXX-XXXXXX ANTITRUST IMPROVEMENTS ACT
OF 1976, AS AMENDED, AND THE REGULATIONS THEREUNDER. CERTAIN OTHER CONDITIONS
TO CONSUMMATION OF THE OFFER ARE DESCRIBED IN SECTION 12 OF THE OFFER TO
PURCHASE. THE PURCHASER EXPRESSLY RESERVES THE RIGHT TO WAIVE ANY ONE OR MORE
OF THE CONDITIONS OF THE OFFER.
Enclosed herewith for your information and for forwarding to your clients
for whose accounts you hold Shares registered in your name or in the name of
your nominee are copies of the following documents:
1. The Offer to Purchase dated July 18, 1997;
2. The Letter of Transmittal for your use and for the information of your
clients. Facsimile copies of the Letter of Transmittal may be used to
tender Shares;
3. A Notice of Guaranteed Delivery to be used to accept the Offer if
certificates for Shares are not immediately available or if such
certificates and all other required documents cannot be delivered to the
Depositary before the expiration of the Offer or if the procedures for
book-entry transfer cannot be completed on a timely basis;
4. A printed form of letter which may be sent to your clients for whose
account you hold Shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Offer;
5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9; and
6. A return envelope addressed to the Depositary.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. THE OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS
WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, AUGUST 14,
1997, UNLESS THE OFFER IS EXTENDED.
In order to accept the Offer, (i) a duly executed and properly completed
Letter of Transmittal with any required signature guarantees or any Agent's
Message (as defined in the Offer to Purchase), or other documentation should
be sent to the Depositary, and (ii) either certificates representing the
tendered Shares should be delivered to the Depositary or such Shares should
be tendered by book-entry transfer into the Depositary's account maintained
at one of the Book-Entry Transfer Facilities (as defined in the Offer to
Purchase), all in accordance with the instructions set forth in the Letter of
Transmittal and the Offer to Purchase.
If holders of Shares wish to tender, but it is impractical for them to
forward their certificates for such Shares or other required documentation on
or prior to the expiration of the Offer or to comply with the book-entry
transfer procedures on a timely basis, a tender may be effected by following
the guaranteed delivery procedures specified in Section 4 of the accompanying
Offer to Purchase.
The Purchaser will not pay any commissions or fees to any broker, dealer
or other person (other than the Dealer Managers and the Information Agent, as
described in the Offer to Purchase) for soliciting tenders of Shares pursuant
to the Offer. The Purchaser will, however, upon request, reimburse you for
customary clerical and mailing expenses incurred by you in forwarding any of
the enclosed materials to your clients. The Purchaser will pay or cause to be
paid any stock transfer taxes payable on the transfer of Shares, except as
otherwise provided in Instruction 6 of the enclosed Letter of Transmittal.
Any questions or requests for assistance may be directed to the
Information Agent or to the Dealer Managers at their respective addresses and
telephone numbers set forth on the back cover of the Offer to Purchase.
Requests for additional copies of the Offer to Purchase, the Letter of
Transmittal and other tender offer materials may be directed to the
Information Agent or to brokers, dealers, commercial banks or trust
companies.
Very truly yours,
XXXXXX BROTHERS CREDIT SUISSE FIRST BOSTON
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF THE PURCHASER, CALENERGY, THE DEALER
MANAGERS, THE DEPOSITARY, THE INFORMATION AGENT OR ANY AFFILIATE OF ANY OF
THEM OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY
DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE
ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
