EXHIBIT X-0
XXXXXXXXX XXX XXXX XX XXXXX XXXXXXXX
XX
XXX XXXX XXXXX ELECTRIC & GAS CORPORATION
AND
NGE RESOURCES, INC.
This Agreement and Plan of Share Exchange (the "Plan of
Exchange") is dated and executed as of the ___ day of ______,
1997 by and between New York State Electric & Gas Corporation, a
New York corporation and NGE Resources, Inc., a New York
corporation.
1. The name of the acquiring corporation is NGE
Resources, Inc. (the "Acquiring Corporation"). The name of the
subject corporation is New York State Electric & Gas Corporation
(the "Subject Corporation"). The name under which the Subject
Corporation was originally formed was the Ithaca Gas Light
Company.
2. The designation and number of outstanding shares of
capital stock of the Subject Corporation are as follows: Common
Stock, $6.66 2/3 par value per share, each of which is entitled
to one vote and of which 67,502,827 shares are outstanding
("Subject Corporation Common Stock"); 3.75% Serial Preferred
Stock, $100.00 par value per share, of which 150,000 shares are
outstanding; 4 1/2% Serial Preferred Stock (Series 1949), $100.00
par value per share, of which 40,000 shares are outstanding;
4.15% Serial Preferred Stock, $100.00 par value per share, of
which 14,000 shares are outstanding; 4.40% Serial Preferred
Stock, $100.00 par value per share, of which 55,200 shares are
outstanding; 4.15% Serial Preferred Stock (Series 1954), $100.00
par value per share, of which 35,200 shares are outstanding;
6.48% Serial Preferred Stock, $100.00 par value per share, of
which 300,000 shares are outstanding; 6.30% Serial Preferred
Stock, $100.00 par value per share, of which 250,000 shares are
outstanding; Adjustable Rate Serial Preferred Stock, Series B,
$25.00 par value per share, of which 2,000,000 shares are
outstanding; and 7.40% Serial Preferred Stock, $25.00 par value
per share, of which 1,000,000 are outstanding (said series of
preferred stock are collectively referred to herein as "Subject
Corporation Preferred Stock"). The Subject Corporation Preferred
Stock is non-voting, except that the holders thereof have the
right to vote as a class in connection with certain corporate
actions as set forth in the Subject Corporation's Restated
Certificate of Incorporation. The Subject Corporation is also
authorized by its Restated Certificate of Incorporation to issue
Preference Stock (Cumulative, $100 Par Value) ("Subject
Corporation Preference Stock"), none of which is outstanding.
The number of shares set forth in this paragraph is subject to
change prior to the Effective Time (as defined below) insofar as
the Subject Corporation may during said period issue Subject
Corporation Preference Stock, issue additional Subject
Corporation Common Stock and Subject Corporation Preferred Stock
and may reacquire Subject Corporation Preferred Stock and may
repurchase Subject Corporation Common Stock.
The designation and number of outstanding shares of the
Acquiring Corporation are: Common Stock, $5 par value per share
("the Acquiring Corporation Common Stock"), each of which is
entitled to one vote and of which 100 shares are outstanding; and
Preferred Stock, no par value per share (the "Acquiring
Corporation Preferred Stock"), none of which are outstanding.
The number of shares set forth in this paragraph is subject to
change prior to the Effective Time (as defined below) insofar as
the Acquiring Corporation may during said period issue Acquiring
Corporation Preferred Stock and additional Acquiring Cororation
Common Stock.
In accordance with the provisions of Section 913(c) of
the New York Business Corporation Law ("BCL"), this Plan of
Exchange shall be submitted to the holders of the Subject
Corporation Common Stock for their approval and adoption. The
affirmative vote of the holders of at least two-thirds of the
outstanding shares of Subject Corporation Common Stock shall be
necessary to approve and adopt this Plan of Exchange.
3. Upon the time of filing of a Certificate of
Exchange in connection with the share exchange contemplated
hereby (the "Share Exchange") by the Department of State of the
State of New York (the "Effective Time"):
(a) Each share of Subject Corporation Common Stock
outstanding at the Effective Time shall, by operation
of law and without further action, be exchanged for one
share of Acquiring Corporation Common Stock, subject to
dissenting shareholders' rights under Sections 623 and
910 of the BCL ("Dissenter's Rights");
(b) Each share of Acquiring Corporation Common
Stock outstanding immediately prior to the Effective
Time shall be canceled and shall be restored to the
status of an authorized but unissued share of Acquiring
Corporation Common Stock;
(c) Each share of Subject Corporation Common Stock
held in the treasury of the Subject Corporation
immediately prior to the Effective Time shall be
canceled and shall be restored to the status of an
authorized but unissued share of Subject Corporation
Common Stock; and
(d) Immediately after the Effective Time, all of
the outstanding shares of Subject Corporation Common
Stock will be held by the Acquiring Corporation, and
all of the outstanding shares of Acquiring Corporation
Common Stock will be held by the holders of shares of
Subject Corporation Common Stock that were outstanding
immediately prior to the Effective Time (subject to
Dissenter's Rights). Each holder of Subject
Corporation Common Stock who properly exercises
Dissenter's Rights shall have the right to receive
payment of the fair value of the holder's Subject
Corporation Common Stock in accordance with the
provisions of Sections 623 and 910 of the BCL.
4. Shares of Subject Corporation Preferred Stock shall
not be exchanged or otherwise affected by this Plan of Exchange.
Each share of Subject Corporation Preferred Stock outstanding
immediately prior to the Effective Time shall continue to be
outstanding following the Effective Time.
5. Each outstanding certificate which immediately
prior to the Effective Time represents Subject Corporation Common
Stock shall, without any further action on the part of the holder
thereof, be deemed and treated for all corporate purposes to
represent the ownership of the same number of shares of Acquiring
Corporation Common Stock as though a surrender or transfer and
exchange had taken place.
6. At the Effective Time, the Acquiring Corporation
will succeed to and assume the Subject Corporation's Tax Deferred
Savings Plan for Salaried Employees, Tax Deferred Savings Plan
for Hourly Paid Employees, Employees' Stock Purchase Plan, Tax
Reduction Act Employee Stock Ownership Plan, Dividend
Reinvestment and Stock Purchase Plan and 1997 Stock Option Plan
(collectively referred to as the "Plans"); and, by virtue of the
Share Exchange and without any action on the part of the holder
thereof, each option or right under the Plans to purchase shares
of Subject Corporation Common Stock granted and outstanding
immediately prior to the Effective Time shall be converted into
and become an option or right to purchase an equivalent number of
shares of Acquiring Corporation Common Stock at the same price
per share, and upon the same terms and subject to the same
conditions, as applicable immediately prior to the Effective Time
under the relevant option or right.
The Acquiring Corporation will reserve, for purposes of
the Plans, a number of shares of Acquiring Corporation Common
Stock equivalent to the number of shares of Subject Corporation
Common Stock reserved by the Subject Corporation for such
purposes immediately prior to the Effective Time.
7. The Plan of Exchange shall be conditioned upon:
(a) Receipt of the requisite vote of shareholders
of the Subject Corporation pursuant to Section
913(c)(2) of the BCL;
(b) Effectiveness of a registration statement
under the Securities Act of 1933 relating to Acquiring
Corporation Common Stock to be issued or reserved for
issuance in connection with the Share Exchange;
(c) Approval for listing, on official notice of
issuance, of such shares of Acquiring Corporation
Common Stock on the New York Stock Exchange;
(d) Receipt of an opinion of counsel covering
certain United States federal income tax matters;
(e) Receipt of an opinion of counsel as to the
legality of Acquiring Corporation Common Stock issuable
in connection with the Share Exchange; and
(f) Receipt of all consents and approvals of
federal or state regulatory authorities that are
necessary and appropriate for the consummation of the
Share Exchange, in form and substance satisfactory to
the Subject Corporation and the Acquiring Corporation.
8. At any time prior to the Effective Time, this Plan
of Exchange may be amended or modified by mutual consent of the
respective Boards of Directors of the Subject Corporation and the
Acquiring Corporation; provided, however, once the Plan of
Exchange is approved by the common shareholders of the Subject
Corporation, no amendment or modification may be made that either
changes the number or kind of shares to be received by the
Subject Corporation Common Shareholders pursuant to the Plan of
Exchange or affects the rights of any shareholder of the Subject
Corporation in any manner that is materially adverse to such
shareholder in the judgment of the Board of Directors of the
Subject Corporation. The Plan of Exchange may be abandoned by
resolution approved by the Board of Directors of either the
Subject Corporation or the Acquiring Corporation, at any time
before the Effective Time, whether or not the shareholders of the
Subject Corporation have cast their votes with regard to the Plan
of Exchange.
9. The Subject Corporation and the Acquiring
Corporation, respectively, shall take all such action as may be
necessary or appropriate in order to effectuate the Share
Exchange and the other transactions contemplated by this Plan of
Exchange. If at any time after the Effective Time, any further
action is necessary or desirable to carry out the purposes of
this Plan of Exchange, the officers and directors of each of the
Acquiring Corporation and the Subject Corporation shall take such
further action.
10. The Plan of Exchange was duly adopted by the Board
of Directors of the Subject Corporation on _________, 1997.
11. The Plan of Exchange was duly adopted by the Board
of Directors of the Acquiring Corporation on September __, 1997.
IN WITNESS WHEREOF, the parties hereto have caused this
Plan of Exchange to be duly executed by their respective duly
authorized representatives as of the date first above written.
NGE RESOURCES, INC.
By:________________________
NEW YORK STATE ELECTRIC &
GAS CORPORATION
By:________________________
