Registration No.__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
NIAGARA MOHAWK POWER CORPORATION
(Exact name of registrant as specified in charter)
New York 15-0265555
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
300 Erie Boulevard West, Syracuse, New York 13202, (315) 474-1511
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
JOHN W. POWERS
Senior Vice President - Finance and Corporate Services
NIAGARA MOHAWK POWER CORPORATION
300 Erie Boulevard West
Syracuse, New York 13202
315-474-1511
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
The Commission is requested to mail signed copies of all orders, notices and
communications to:
J. MICHAEL PARISH
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004-1490
(212) 858-1000
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Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this registration statement as
determined by market conditions.
--------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, 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. [ ]
-------------------------------
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each class Amount to maximum maximum Amount of
of securities to be be offering aggregate registration
registered registered price offering fee <F1>
------------------- ---------- -------- --------- ------------
per Unit<F1> price
Common Stock 2,500,000 $16.00 $40,000,000 $13,793
($1 Par Value) shares
[FN]
<F1> Pursuant to Rule 457(c) of the Securities Act of 1933, the proposed
maximum offering price per share and the registration fee are based on the
reported average of the high and low prices for Niagara Mohawk Power
Corporation Common Stock on the New York Stock Exchange on July 25, 1994.
<PAGE>
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.
==============================================================================
PROSPECTUS
- ----------
NIAGARA MOHAWK POWER CORPORATION
DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
Common Stock
($1 Par Value)
____________________
The Dividend Reinvestment and Common Stock Purchase Plan (the "Plan") of
Niagara Mohawk Power Corporation (the "Company") provides holders of record
of shares of the Company's Common, Preferred and Preference Stock
(collectively, "Stock") with a simple, convenient and economical method of
purchasing shares of the Company's Common Stock, par value $1 per share
("Common Stock"), with payment of a quarterly $.50 service fee and without
payment of any brokerage fee or commission.
Stockholders of record may:
have cash dividends on all or any lesser whole number of the shares
of Stock registered in their names automatically reinvested in
Common Stock or
continue to receive cash dividends on shares registered in their
names and purchase Common Stock by making optional cash payments of
not less than $25 each or more than $50,000 per calendar year or
both reinvest their cash dividends and make such optional cash
purchases.
The price of newly issued shares of Common Stock purchased from the
Company with either reinvested dividends or optional cash payments will be
the average of the daily high and low sales prices of such shares as reported
by the Wall Street Journal report of NYSE - Composite Transactions for the
period of the ten trading days ending on the last business day of the month.
In lieu of issuing new shares of Common Stock under the Plan, the
Company reserves the right at any time to purchase shares of its Common Stock
for use in the Plan on the open market through as independent agent
designated for such purpose (the "Designated Agent"). In such case, the
price of such shares to the participants in respect of any investment date
will be the average price paid by the Designated Agent for the shares over
the period of their purchase. Although all related brokerage fees and
commissions will be paid by the Company, the amount of certain expenses will
be treated as an additional cash distribution to participants under Federal
tax law, as more fully discussed herein under the heading "Federal Income Tax
Consequences."
Effective April 1, 1992, the Company began charging all plan
participants a quarterly service fee of $.50 to cover the Company's expenses
incurred in administering the Plan.
This Prospectus relates to 2,500,000 shares of Common Stock of the
Company registered for purchase under the Plan. Such shares may be newly
issued shares or previously issued shares purchased on the open market for
delivery under the Plan in lieu of newly issued shares. This Prospectus
should be retained for future reference.
The Common Stock delivered under the Plan is or, if such shares are
newly issued shares will be, upon notice of issuance, listed on the New York
Stock Exchange.
____________________
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 July 29, 1994.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended ("1934 Act"), and in accordance
therewith files reports and other information with the Securities and
Exchange Commission (the "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
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices at 500 West Madison, Suite 1400, Chicago,
Illinois 60661, and Seven World Trade Center, New York, New York 10048; 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. Certain securities of the Company are listed on the New
York Stock Exchange. Reports, proxy statements and other information
concerning the Company may be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Prospectus the
following documents heretofore filed with the Commission pursuant to the 1934
Act:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1993, as amended by Form 10-K/A dated June 27, 1994.
2. The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1994.
3. The Company's Current Reports on Form 8-K dated February 18 and 24,
1994.
4. Description of the Company's Common Stock contained in the
Registration Statement No. 33-26429 on Form S-8 filed on January 9,
1989 under the 1933 Act, including any amendment or report filed
for the purpose of updating such description.
5. Description of the Company's Common Stock contained in the
registration statement filed under the 1934 Act, including any
amendment or report filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of the offering made by this Prospectus shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in an incorporated
document shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed incorporated document modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, upon 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. Requests for such copies
should be directed to Mr. Leon T. Mazur, Manager-Investor Relations, Niagara
Mohawk Power Corporation, 300 Erie Boulevard West, Syracuse, New York 13202,
telephone number: (315) 474-1511.
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained in this Prospectus in
connection with the offer made by this Prospectus, and if given or made, such
information or representation must not be relied upon as having been
authorized by the Company. This Prospectus is not an offer to sell or a
solicitation of an offer to buy any securities other than those specifically
offered hereby, nor is it an offer or solicitation in any jurisdiction to any
person to whom it is unlawful to make such an offer or solicitation in such
jurisdiction. Neither the delivery of this Prospectus nor any sale hereunder
shall under any circumstances create an implication that there has been no
change in the affairs of the Company or its subsidiaries since the date
hereof.
THE COMPANY
The Company, organized in 1937 under the laws of New York, is engaged
principally in the business of production and/or purchase, transmission,
distribution and sale of electricity and the purchase, distribution and sale
of gas in New York state. The Company renders electric service to the public
in an area of New York state having a total population of about 3,500,000,
including, among others, the cities of Buffalo, Syracuse, Albany, Utica,
Schenectady, Niagara Falls, Watertown and Troy. The Company distributes
natural gas in areas of central, northern and eastern New York having a total
population of about 1,700,000, nearly all within the Company's electric
service area. A Canadian subsidiary is an electric company and has
operations in the Province of Ontario, Canada. A Texas subsidiary has an
interest in a uranium mining operation in Live Oak County, Texas which is now
in the process of reclamation and restoration. Another New York subsidiary
engages in real estate development. Each of these subsidiaries is wholly-
owned by the Company. The Company's principal executive offices are located
at 300 Erie Boulevard West, Syracuse, New York 13202 and its telephone number
is (315) 474-1511.
APPLICATION OF PROCEEDS
The Company has no basis for estimating the number of shares of Common
Stock that will ultimately be sold pursuant to the Plan or the price at which
such shares will be sold. The Company will realize no proceeds in respect of
purchases of shares on the open market and acquired by Participants under the
Plan. The proceeds to the Company from the sale of newly issued shares of
Common Stock pursuant to the Plan will be used to finance the Company's
construction program and to reduce short-term debt.
DESCRIPTION OF THE PLAN
Purpose of the Plan. The purpose of the Plan is to provide holders of
the Company's Common, Preferred and Preference Stock with a simple,
convenient and economical method of investing cash dividends or optional cash
payments, or both, in shares of the Company's Common Stock with payment of a
quarterly $.50 service fee and without payment of any brokerage fee or
commission.
This Prospectus relates to shares of Common Stock to be issued by the
Company from time to time commencing April 1, 1992, for distribution to the
accounts of participants in the Plan pursuant to their directors to the
Company under and in accordance with the terms of the Plan. Except as
provided in the following sentence, shares of Common Stock purchased under
the Plan will be drawn from the Company's authorized but unissued shares
registered for issuance and sale under the Plan.
In lieu of issuing new shares of Common Stock under the Plan, the
Company reserves the right at any time to purchase shares of its Common Stock
for use in the Plan on the open market through the Designated Agent. In such
case, the Company will pay any related brokerage fees or commissions.
Advantages of the Plan. Holders of record of Stock who enroll directly
in the Plan, including customers who have previously acquired shares of
Common Stock through the Plan ("Participants"), may (a) have cash dividends
on all or any lesser whole number of shares registered in their names
automatically reinvested in Common Stock or (b) continue to receive their
cash dividends on shares registered in their names and invest in additional
Common Stock by making optional cash payments, which will be invested
monthly, of not less than $25 per payment and not more than an aggregate of
$50,000 per calendar year or (c) both reinvest their cash dividends and make
such optional cash payments. Effective April 1, 1992, Participants will be
charged a quarterly service fee of $.50 to cover the Company's expenses
incurred in administering the Plan. Full investment of funds is possible
under the Plan because the Plan permits fractions of shares, as well as full
shares, of Common Stock, to be credited to Participants' accounts. In
addition, dividends on both fractional and full shares of Common Stock
credited to Participants' Plan accounts will be reinvested in additional
shares of the Company's Common Stock.
Participants can avoid the cumbersome safekeeping of certificates for
shares credited to their accounts under the Plan. Regular statements of
account will provide simplified recordkeeping. Quarterly statements will be
sent indicating dividends and optional cash payments reinvested and all
administrative and brokerage costs charged to the account, and additional
monthly statements will be sent if optional cash payments are reinvested
during the intervening months.
Administration. The Company reserves the right to determine the party
or parties who will administer the Plan for the Participants. The Company
will be the sole administrator of the Plan. The Company will maintain
records, send statements of account to Participants and perform other
ministerial duties relating to the Plan. Participants will be notified of
any material change in the administration of the Plan. Shares of Common
Stock purchased under the Plan will be registered in the name of the Company
or its nominee or any one of the nominees of its Transfer Agent and
Registrar, as agent for Participants in the Plan.
Participation. All holders of record of the Company's Common, Preferred
and Preference Stock are eligible to participate in the Plan. In order to be
eligible to participate in the Plan, beneficial owners of stock whose shares
are registered in names other than their own (such as in the names of brokers
or bank nominees) must become stockholders of record by having their shares
transferred into their names.
A stockholder of record may join the Plan at any time be completing the
Authorization Form provided by the Company and returning it to the Company.
A separate Authorization Form is required for each class or series of Stock.
A preaddressed, postage-paid envelope is provided with the Authorization
Form. The Authorization Form will be mailed to any holder of Stock upon
written request directed to the address given under the heading
"Correspondence Regarding the Plan."
The Authorization Form serves both to initiate or change certain of the
terms of participation in the Plan. On the Authorization Form, the
Participant may direct that (a) all of the Participant's cash dividends on
all or any specified lesser number of whole shares registered in his own
name, all shares credited to his account under the Plan and any optional cash
payments submitted by the Participant may be applied to the purchase of
Common Stock or (b) only optional cash payments received and dividends on
shares credited to his Plan account be applied to the purchase of Common
Stock under the Plan. If the Participant directs that only optional cash
payments be invested in Common Stock, the Company will continue to pay cash
dividends to the Participant in the usual manner on shares registered in his
name. The dividend reinvestment option may be changed upon written request
from the Participant, except that dividends payable on shares of Common Stock
credited to the account of a Participant under the Plan will continue to be
reinvested in shares of Common Stock until such account shares are withdrawn
from the Plan.
An Authorization Form must be received by the Company on or before the
ninth day of the month for a dividend payable at the end of that month to be
reinvested in Common Stock and credited to a Participant's account. If the
ninth day of the month is a Saturday, Sunday or holiday, the deadline for
receipt of the Authorization Form will be the preceding business day.
Historically dividends on the Company's Preferred, Preference and Common
Stock have been paid on the last calendar day of March, June, September and
December. It is currently anticipated that, if declared, dividend payments
on the Common Stock will be paid on the last day of February, May, August and
November. If the Authorization Form is received by the Company after the
ninth day or preceding business day of a month during which dividends are
paid, reinvestment of dividends will not start until the month in which the
next dividend is paid.
The Company reserves the right to terminate any person's participation
in the Plan at any time for any reason.
Optional Cash Payments. The option to make cash payments is available
to each Participant at any time upon and after joining the Plan. Optional
cash payments by a Participant cannot be less than $25 per payment or more
than $50,000 per calendar year. Optional cash payments from stockholders of
record may be made by enclosing a check payable to Niagara Mohawk Power
Corporation with the Authorization Form when enrolling in the Plan. Optional
cash payments may be made at any time thereafter by forwarding such a check
with an Optional Cash Payment Form (furnished to Participants by the Company
either as part 2 of the statements or part 2 of a Cash Acknowledgement Form
sent to a Participant who has made an optional cash payment). Optional cash
payments need not be in the same amounts, and there is no obligation to make
an optional cash payment each month.
Normally, optional cash payments must be received by the Company on or
before the 20th day of any month to be invested in Common Stock and credited
to the accounts of such Participants at the end of that month. Optional cash
payments received by the Company after the 20th day of a given month will be
used to purchase Common Stock that will be credited to the accounts of such
Participants on the last calendar day of the following month. If the 20th
day of the month is a Saturday, Sunday or holiday, the deadline for receipt
of any optional cash payments will be the preceding business day.
Participants are advised to consider variations in postal service due to
distance, holidays and other factors when mailing optional cash payments so
that their payment will be received in time for investment in the month
desired. The Company will return any optional cash payment upon written
request received by the Company not later than 48 hours prior to the
investment deadline for such optional cash payment.
No interest will be paid on optional cash payments from Participants
pending their investment or return. Consequently, Participants submitting
optional cash payments are strongly urged to make such payments so as to be
received by the Company as close as possible to the investment deadline but
at the same time to allow sufficient time for delivery to the Company on or
before the due date.
Costs. Effective April 1, 1992, the Company began charging all
Participants a quarterly service fee of $.50 to cover the Company's expenses
incurred in administering the Plan. This fee will be deducted from dividends
payable to each Participant for such quarter, and the quarterly statement of
account confirming purchases made for Participants will reflect this charge.
All costs of the purchase of shares on the open market, including brokerage
commissions and fees, will be paid by the Company. Other than the $.50
service fee, the only costs paid by a Participant in connection with the Plan
are applicable brokerage commissions upon any sale at the Participant's
request of shares credited to a Participant's account under the Plan.
Number and Price of Shares Purchased Under the Plan. Each Participant's
account will be credited with that number of shares of Common Stock,
including fractions computed to three decimal places, equal to the total
amount invested (including both reinvested dividends and optional cash
payments) divided by the applicable price.
For the purpose of determining the number of shares credited to a
Participant's account, the price of newly issued shares purchased from the
Company will be the average of the daily high and low sales prices for such
shares as reported by The Wall Street Journal as NYSE-Composite Transactions
for the period of the ten trading days ending on the last business day of the
month in which the shares are credited to the Participant's account under the
Plan. If The Wall Street Journal's report of the share transactions is not
published for any of the ten trading days or the report contains reporting
errors or there is no trading in the Common Stock on the New York Stock
Exchange for a substantial amount of time during any trading day in the ten-
day period, the purchase price shall be determined by the Company on the
basis of such market quotations as the Company deems appropriate.
In the event the Company purchases shares of its Common Stock on the
open market through the Designated Agent, the price of such shares to the
participants in respect of any investment date will be the average price paid
by the independent agent for the shares over the period of their purchase.
All related brokerage commissions and fees will be paid by the Company.
The allocation date for Common Stock purchased under the Plan with
reinvested dividends is the dividend payment date. The allocation date for
Common Stock purchased under the Plan with optional cash payments received by
the Company on or before the 20th day of the month is the dividend payment
date in dividend payable months and the last business day in all otherr
months. The allocation date for all cash payments received after the 20th
day of the month is the dividend payment date in next following dividend
payable months and, in all other months, the last business day of the
following month.
Participants should recognize that the Company cannot assure a profit or
protect against a loss on the Common Stock purchased under the Plan.
Furthermore, it is impossible to predict the purchase prices of shares from
time to time purchased under the Plan.
In the case of shareholders whose dividends are subject to Federal
income tax withholding, the amount applied to the purchase of Common Stock
under the Plan will be an amount equal to dividends paid less the amount of
tax required to be withheld. The quarterly statement of account confirming
purchases made for Participants will indicate the amount of tax withheld.
A Participant may not specify either the number of shares to be
purchased or the price at which shares are to be purchased.
Reports to Participants. Each Participant in the Plan will receive a
quarterly statement of his account as soon as practicable after the end of a
calendar quarter. Participants who have made optional cash payments will
receive a Cash Acknowledgement Form and an Optional Cash Payment Form for
submitting subsequent optional cash payments after receipt of any such
payment, as well as a statement as soon as practicable after the end of the
month in which the payment was invested. On or before January 31 following
each year during which the Plan is in effect, each Participant will receive a
cumulative statement of his account showing the number of shares of Common
Stock purchased by him pursuant to the Plan during the preceding calendar
year, the allocation date for each reinvestment and optional cash purchase,
the purchase price applicable to each reinvestment and purchase, and all
administrative and brokerage costs charged to his account.
These statements provide a continuing record of the original cost and
current holdings of Common Stock purchased under the Plan and should be
retained for income tax purposes. In addition, each Participant will receive
periodically a Prospectus relating to the Plan and copies of the same
communications sent to every other holder of shares of Common Stock,
including the Company's quarterly reports, annual report, notice of annual
meeting and proxy statement, and income tax information for reporting
dividends paid during the calendar year.
Dividends. Dividends on the Company's Preferred, Preference and Common
Stock historically have been paid by the Company quarterly on the last
calendar day of March, June, September and December. It is currently
anticipated that, if declared, dividend payments on the Common Stock will be
paid on the last day of February, May, August and November. Between the
summer of 1989 and the summer of 1991, the Company paid no dividends on
Common Stock as the Company confronted issues affecting the long-range
financial condition of the Company, including the return to service of Nine
Mile Point Nuclear Generating Station Unit No. 1.
Dividends with respect to fractional as well as full shares will be
reinvested in shares of additional Common Stock. Shares purchased with
optional cash payments that are allocated prior to the record date for
payment of dividends during any calendar quarter will be entitled to receive
any dividend payable at the end of that quarter, whereas share allocated
following the record date in any quarter will not be entitled to receive any
dividend until the second succeeding dividend payment date. For example, if
dividends were payable with respect to Common Stock on the last day of May
and August, the first dividend to be received by a Participant will be the
dividend payable on August 31st with respect to shares allocated after the
May record date but before the August record date.
Pledging of Shares. Shares credited to the account of a Participant
under the Plan may not be pledged. A Participant who wishes to pledge such
shares must request that certificates for such shares be issued in his name
(see "Certificates for Shares").
Certificates for Shares. Certificates for shares of Common Stock
purchased under the Plan will not be issued to Participants except in
connection with partial or complete withdrawal from the Plan of stock or
termination of the Plan by the Company, in each case as described below. The
number of shares credited to an account under the Plan will be shown on the
Participant's statements of account. This service protects against loss,
theft or destruction of stock certificates.
Accounts under the Plan are maintained in the names in which the shares
of Participants were registered at the time they entered the Plan.
Consequently, certificates for whole shares will be similarly registered when
issued. Certificates for fractions of shares will not be issued under any
circumstances.
Partial Withdrawal From the Plan in Stock. A Participant may make a
partial withdrawal of any number of whole shares up to the total number of
shares credited to his account under the Plan by notifying the Company in
writing (or submitting part 2 of the statements). A certificate will be
issued for the number of shares requested. If cash dividends on all other
shares of Common Stock registered in the Participant's name are then being
reinvested under the Plan, or if all of the Participant's shares are held
under the Plan, cash dividends on the withdrawn shares will continue to be
reinvested in Common Stock unless the Participant directs the Company in
writing to pay such dividends to him in cash. If cash dividends on some or
all other shares of Common Stock registered in the Participant's name are
then being paid to him in cash, cash dividends on the withdrawn shares will
also be paid to him in cash.
Partial Withdrawal From the Plan in Cash. A Participant may request the
sale of any number of shares credited to his account under the Plan by
notifying the Company in writing (or submitting part 2 of the statements),
subject to the conditions described below under the heading "Complete
Withdrawal From the Plan; Termination."
Complete Withdrawal From the Plan; Termination. A Participant may
withdraw completely from the Plan in stock or cash at any time. In addition,
the Company reserves the right to terminate any person's participation in the
Plan at any time for any reason. In order to withdraw from the Plan, a
Participant must so notify the Company in writing (or submit part 2 of the
statements). Upon a Participant's withdrawal from the Plan, upon termination
of the Plan by the Company, or upon termination of any person's participation
in the Plan by the Company, a certificate for whole shares credited to the
Participant's account under the Plan will be issued and any fractional shares
will be sold. Upon complete withdrawal from the Plan, the Participant may,
if he desires, request that whole as well as any fraction shares credited
to his account be sold. Any sale of Plan shares will be made for the account
of the Participant (normally within five business days after receipt of the
request by the Company) by or through a broker designated by the Company.
The Participant will receive a check for the proceeds from the sale of his
shares, less any brokerage fees or commissions and any transfer tax, as soon
as practicable after the sale has been completed. The check will be made
payable to the name, or names, in which the account is registered.
A request to withdraw will normally be processed within five business
days after receipt of the request by the Company as described in the
preceding paragraph.
After complete withdrawal from the Plan, the Participant's next dividend
and all subsequent dividends will be paid to the Participant in cash unless
the Participant re-enrolls in the Plan, which he may do at any time.
Sale of All Shares Registered in the Name of a Participant. The Company
will continue to reinvest the dividends on the shares credited to a
Participant's account under the Plan until notified in writing by the
Participant that he wishes to withdraw from the Plan, whether or not the
Participant disposes of all shares of Stock registered in his name.
Stock Dividends, Stock Splits and Rights Offering. Any stock dividends
or shares resulting from stock splits distributed by the Company on shares of
Common Stock credited to the account of a Participant under the Plan will be
added to the Participant's account. Stock dividends or shares resulting from
the stock splits 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. A Participant's
entitlement in a regular rights offering (the Company's Common, Preferred and
Preference Stock have no preemptive rights at the present time) will be based
upon his total holdings, including the shares credited to his account under
the Plan, and will be mailed directly to the Participant in the same manner
as to shareholders who are not participating in the Plan. Rights
certificates will be issued for the nearest number of whole shares only.
Voting Rights. Participants will receive a proxy reflecting both shares
of Common Stock held of record in their own name, if any, and shares held
under the Plan by the Company or its nominee. Proxies will be voted only in
accordance with the instructions of the Participants.
Responsibilities of the Company and the Administrator. The Company and
the Administrator (presently the Company is the sole Administrator) are not
liable for any act done in good faith or for any good faith omission to act.
The Company and the Administrator have no duties, responsibilities or
liabilities except those expressly set forth in the Plan. The Company cannot
assure any Participant of a profit or protect him against a loss in value on
shares acquired under the Plan.
Suspension, Modification or Termination of the Plan. The officers of
the Company may take such actions to carry out the Plan as are consistent
with the terms and conditions of the Plan. The Company reserves the right to
interpret and regulate the Plan as it deems desirable or necessary in
connection with the operation of the Plan, and to terminate the Plan at any
time.
Correspondence Regarding the Plan. All correspondence and inquiries
regarding the Plan should be directed to:
Niagara Mohawk Power Corporation
Dividend Reinvestment Plan
P.O. Box 7058
Syracuse, New York 13261
315-474-1511, Extension 6750
Toll-free Telephone Numbers:
1-800-962-3236 (within New York State)
1-800-448-5450 (outside of New York State
and within the continental United States)
FEDERAL INCOME TAX CONSEQUENCES
The following discussion of Federal income tax consequences of
participation in the Plan is provided for purposes of general information
only and does not purport to be complete. Each Plan Participant should
consult his own tax advisor to determine the specific tax consequences of
participation in the Plan and the disposition of shares acquired pursuant to
the Plan. The statement of account sent to Participants should be retained
for this purpose. In addition, there may be tax considerations under
foreign, state and local law applicable to Participants.
Generally, a cash dividend reinvested under the Plan will be taxable as
if it had been received by the Participant, even though the Participant does
not actually receive it in cash but instead uses it to purchase shares under
the Plan. In this manner, Participants are generally treated the same as
stockholders who are not Participants in the Plan.
The amount of ordinary dividend income to a Participant who elects to
reinvest cash dividends will depend on whether the shares of Common Stock
allocated to a Participant's account under the Plan are acquired from the
Company as newly issued shares or acquired on the open market by the
Designated Agent. A Participant whose allocated shares are acquired from the
Company as newly issued shares will be treated as having received a dividend
equal to the fair market value of the shares credited to his account on the
dividend payment date. A Participant whose allocated shares are acquired on
the open market will be treated as having received a cash dividend in the
amount of cash used to purchase shares on his behalf plus additional dividend
income in the amount of the Participant's share of brokerage fees paid by the
Company. In addition, a Participant whose shares are purchased in open
market transactions with optional cash payments will be treated as receiving
additional dividend income in the amount of the Participant's share of the
Participant's share of brokerage fees paid by the Company.
A Participant's tax basis for newly issued shares acquired from the
Company with reinvested cash dividends will equal the fair market value of
such shares included in the Participant's income as a dividend, and the tax
basis for newly issued shares acquired from the Company with an optional cash
payment will equal the price paid for the shares. A Participant's tax basis
for shares acquired on the open market, whether as a result of reinvested
cash dividends or optional cash purchases, will equal the price paid for
those shares increased by the amount of brokerage fees paid by the Company.
A Participant's holding period for shares of Common Stock will begin on
the later of the day following the allocation date for such shares or the day
following the date on which the shares were purchased.
A Participant will not realize any taxable income when he receives
certificates for whole shares credited to his account under the Plan upon
withdrawal from or termination of the Plan or termination, at the Company's
discretion, of the Participant from the Plan. However, a Participant who
receives, upon withdrawal from or termination of the Plan, a cash adjustment
for a fractional share credited to his account may recognize a gain or loss.
The Participant may also recognize gain or loss when whole shares are sold
either by the Company upon the Participant's request when he withdraws from
the Plan or by the Participant himself after withdrawal or termination from
the Plan. The amount of such gain or loss will be the difference between the
amount which the Participant receives for his whole shares (or fractional
share) and his tax basis in those shares (or fractional share).
The quarterly service fee charged by the Company to a Participant will
be treated as additional dividend income. The service fee will generally be
deductible by the Participant, but the deduction for a Participant who is an
individual is available only if the individual itemizes deductions and may be
subject to certain limitations.
A corporate recipient of dividends reinvested under the Plan may be
entitled to a dividends-received deduction, subject to certain limitations,
and the benefit of such deduction may be limited by the alternative minimum
tax. Further, in the case of a Participant who reinvests dividends in excess
of $10,000 or more per quarter, the advance purchase of shares to be
allocated to his account could be treated as a "below market loan" giving
rise to imputed income to the shareholder.
The Company may pay dividends all or a part of which may constitute a
return of capital to the Participants. To the extent that a dividend is
determined to be a return of capital, a Participant will not receive dividend
income but, instead, will be required to reduce his tax basis in the shares
on which the dividend was paid, but not below zero. A return of capital in
excess of tax basis will result in capital gain income. The Company will
notify Participants if it pays any dividends that result in a return of
capital for Federal income tax purposes.
In the case of either (i) a foreign Participant whose dividends are
subject to United States income tax withholding or (ii) a Participant who is
subject to "backup withholding," i.e., a noncorporate Participant that has
failed to provide the Company with a valid taxpayer identification number,
the amount of cash dividends and/or optional cash payments of such
Participant invested in shares of Common Stock under the Plan will be reduced
by the amount of tax required to be withheld by law. The statements
confirming purchases made for such Participants will indicate the net amount
invested and the amount of any tax withheld.
ALL PARTICIPANTS ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISORS TO
DETERMINE THE PARTICULAR TAX CONSEQUENCES FOREIGN, FEDERAL, STATE AND LOCAL
WHICH MAY RESULT FROM THEIR PARTICIPATION IN THE PLAN AND THEIR SUBSEQUENT
DISPOSITION OF SHARES PURCHASED PURSUANT TO THE PLAN.
<PAGE>
DESCRIPTION OF COMMON STOCK
The outstanding shares of Common Stock of the Company are fully paid and
nonassessable and listed on the New York Stock Exchange. The Transfer Agent
is Chemical Bank, 450 West 33rd Street, New York, New York 10001. The
Company acts as dividend disbursing agent and maintains stockholder records.
The Company's Certificate of Consolidation, as amended (the "Charter"),
at present authorizes four classes of capital stock: Preferred Stock, $100
par value and Preferred Stock, $25 par value (collectively the "Preferred
Stock"); Preference Stock, $25 par value (the "Preference Stock"); and Common
Stock.
The following statements are brief summaries of certain provisions
relating to the Common Stock contained in the Charter and the Mortgage which
are filed as exhibits to the registration statement of which this Prospectus
is a part. Such summaries do not purport to be complete, and for a full and
complete statement of such provisions reference is made to such exhibits.
Such summaries are qualified in their entirety by such reference.
Dividend Rights
After payment or setting aside for payment of cumulative dividends on
all outstanding issues of Preferred and Preference Stock, the holders of
Common Stock are entitled to dividends when and as declared by the Board of
Directors out of funds legally available therefor.
Consent of the holders of two-thirds of the votes of the then
outstanding Preferred Stock is required prior to the taking of certain
corporate action by the Company or its subsidiaries, including (1) payments
or distributions out of capital or capital surplus (other than dividends
payable in stock ranking junior to the Preferred Stock) to any holder of any
stock ranking junior to the Preferred Stock, and (2) payment of any Common
Stock dividend (which includes purchases or acquisitions of and distributions
or dividends on Common Stock, other than dividends payable on Common Stock),
if (a) the Common Stock dividends during a prescribed 12-month period would
exceed 75% of the net income applicable to the Common Stock (as defined in
the Charter) for a related 12-month period and the pro forma stock equity
junior to the Preferred Stock (as defined in the Charter) would be less than
25% of the Company's pro forma total capitalization (as defined in the
Charter), each determined as of the end of such related 12-month period, or
if (b) such Common Stock dividends would exceed 50% of such income and such
pro forma stock equity junior to the Preferred Stock would be less than 20%
of the Company's total pro forma capitalization, each determined as of the
end of such related 12-month period. No approval of the holders of
Preference Stock is required prior to the taking of comparable corporate
action.
The Mortgage provides that surplus of the Company shall be reserved and
held unavailable for the payment of dividends on Common Stock to the extent
that the aggregate amount of expenditures for maintenance and repairs, plus
the aggregate amount credited to depreciation, retirements and other like
reserves, for the period commencing January 1, 1977 is less than the sum of
2.25% of the depreciable property of the Common on January 1 of each year
during such period. Such provisions have never to date restricted the
Company's surplus.
Liquidation Rights
Upon any dissolution, liquidation or winding up of the Company, the
holders of the Common Stock are entitled to receive pro rata all of the
Company's assets available for distribution to its stockholders after payment
of the full preferential amounts to which holders of stock (including
Preferred and Preference Stock) having priority over the Common Stock are
entitled.
Voting Rights
The holders of the Common Stock are entitled to one vote per share.
Holders of the Company's Common Stock do not have cumulative voting rights
with respect to the election of Directors. Whenever dividends payable on
Preferred Stock are in default in an aggregate amount equivalent to four full
quarterly dividends on all shares of Preferred Stock then outstanding and
thereafter until all dividends thereon are paid or declared and set aside for
payment, the holders of the Preferred Stock are entitled to elect a majority
of the Board of Directors as then constituted. Whenever dividends payable on
Preference Stock are in default in an aggregate amount equivalent to six full
quarterly dividends on all shares of Preference Stock then outstanding and
thereafter until all dividends thereon are paid or declared and set aside for
payment, the holders of the Preference Stock are entitled to elect two
members of the Board of Directors as then constituted. No such dividends are
now in default.
The Charter contains a "fair price" provision which (i) requires the
approval of the holders of at least 75% of the combined voting power of the
then outstanding shares of the Voting Stock (all outstanding shares of
capital stock of all classes and series of the Company entitled to vote
generally in the election of directors of the Company), voting as a single
class (including at least two-thirds of the combined voting power of the
outstanding shares of Voting Stock held by shareholders other than an
Interested Shareholder, as defined in the Charter), for certain business
combinations involving the Company and any Interested Shareholder, unless (x)
the business combination is approved by a majority of Disinterested Directors
(as defined in the Charter) or (y) certain minimum price and procedural
criteria are met and (ii) requires the affirmative vote of at least 80% of
the combined voting power of the Voting Stock, voting as a single class
(including at least two-thirds of the combined voting power of the
outstanding shares of Voting Stock held by shareholders other than an
Interested Shareholder), to alter, amend or repeal the "fair price" provision
or to adopt any provision inconsistent with the "fair price" provision.
The Charter also provides for the classification of Directors, with
three-year staggered terms, and a requirement of an affirmative vote of 80%
of the outstanding shares of Voting Stock, voting together as a single class,
is required to alter, amend or repeal the provisions relating to the size and
classification of the Board of Directors and the removal of members from, and
the filling of vacancies on, the Board of Directors.
The Charter further provides that an affirmative vote of 80% of the
outstanding shares of Voting Stock, voting together as a single class, is
required to alter, amend or repeal the provisions eliminating cumulative
voting with respect to the election of Directors by the holders of Common
Stock.
Other Rights
The holders of record of the Common Stock are eligible to participate in
the Company's Dividend Reinvestment and Common Stock Purchase Plan. The
holders of the Common Stock have no preemptive rights.
PLAN OF DISTRIBUTION
This Prospectus relates to 2,500,000 shares of Common Stock of the
Company registered for purchase under the Plan. Such shares may be newly
issued shares or previously issued shares purchased on the open market for
delivery under the Plan in lieu of newly issued shares. This Prospectus
should be retained for future reference.
Effective April 1, 1992, the Company began charging all plan
participants a quarterly service fee of $.50 to cover the Company's expenses
incurred in administering the Plan.
LEGAL OPINIONS AND EXPERTS
The legality of the Common Stock has been passed upon for the Company by
Winthrop, Stimson, Putnam & Roberts. Paul J. Kaleta Esq., Vice President
Law and General Counsel of the Company, and Winthrop, Stimson, Putnam &
Roberts have reviewed the legal conclusions under the caption "Description of
Common Stock." At July 28, 1994, Mr. Kaleta owned directly or indirectly
230 shares of the Company's Common Stock, including shares fully or
contingently credited under various Company plans.
The financial statements incorporated in this Prospectus by reference to
the Company's Annual Report on Form 10-K for the year ended December 31, 1993
have been so incorporated in reliance on the report of Price Waterhouse,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
With respect to the unaudited consolidated financial information of the
Company for the three-month period ended March 31, 1994, incorporated by
reference in the Prospectus, Price Waterhouse reported that they have applied
limited procedures in accordance with professional standards for a review of
such information. However, their separate report dated May 12, 1994 states
that they did not audit and they do not express an opinion on that unaudited
consolidated financial information. Price Waterhouse has not carried out any
significant or additional audit tests beyond those which would have been
necessary if their report had not been included. Accordingly, the degree of
reliance on their report on such information should be restricted in light of
the limited nature of the review procedures applied. Price Waterhouse is not
subject to the liability provisions of Section 11 of the Securities Act of
1933 for their report on the unaudited consolidated financial information
because the report is not a "report" or "part of the Registration Statement"
prepared or certified by Price Waterhouse within the meaning of Section 7 and
11 of the Securities Act of 1933.
<PAGE>
TABLE OF CONTENTS
Page Niagara Mohawk
---- Power Corporation
Available Information 2
Incorporation of Certain DIVIDEND
Documents REINVESTMENT
by Reference . . . . 2 AND
The Company . . . . . 3 COMMON STOCK
Application of Proceeds 3 PURCHASE PLAN
Description of the Plan 3
Purpose of the Plan 3
Advantages of the Plan 3
Administration . . 4
Participation . . . 4
Optional Cash Payments 5
Costs . . . . . . . 5 Common Stock
Number and Price of Shares ($1 Par Value)
Purchased
Under the Plan . 5
Reports to Participants 6
Dividends . . . . . 6
Pledging of Shares 6
Certificates for Shares 7 [LOGO]
Partial Withdrawal From the
Plan in Stock . . . . 7
Partial Withdrawal From the
Plan in Cash . . . . 7
Complete Withdrawal From the PROSPECTUS
Plan;
Termination . . . 7
Sale of All Shares
Registered in the Name
of a Participant 7
Stock Dividends, Stock
Splits and Rights
Offerings . . . . 7
Voting Rights . . . 8
Responsibilities of the
Company and the
Administrator . . . 8
Suspension, Modification or
Termination
of the Plan . . . 8
Correspondence Regarding the
Plan . . . . . . . . 8
Federal Income Tax July 29, 1994
Consequences . . . 8
Description of Common Stock 10
Legal Opinions and Experts 11
<PAGE>
PART II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution.
Expenses of the registrant in connection with the issuance and
distribution of the securities being registered, other than underwriting
discounts and commissions, are estimated to amount to the following:
Filing Fee - Securities and Exchange Commission . . . . . $ 13,793
Listing Fee - New York Stock Exchange . . . . . . . . . . 1,500
Legal fees (including blue sky expenses) . . . . . . . . . 30,000 <F1>
Auditors' fees . . . . . . . . . . . . . . . . . . . . . . 15,000 <F1>
Expenses of Sales Agent including fees of their counsel . 125,000 <F1>
Transfer Agent and Registrar Fees . . . . . . . . . . . . 15,000 <F1>
Printing and Engraving . . . . . . . . . . . . . . . . . . 50,000 <F1>
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . 5,707 <F1>
-------
Total . . . . . . . . . . . . . . . . . . . . . . . . $256,000
========
[FN]
<F1> Estimated, subject to future contingencies.
<PAGE>
Item 15. Indemnification of Directors and Officers.
Sections 721 through 726 of the Business Corporation Law of New
York (the "BCL") provide for the indemnification of the Company's officers
and Directors.
Reference is made to Article VI of the By-Laws of the Company
(Exhibit 3(b)) and Article XIIA of the Certificate of Incorporation of the
Company (Exhibit 4(a)(5)).
The Directors and Officer of the Company and its subsidiaries are
insured against obligations incurred as a result of indemnification by the
Company of its officers and Directors. The coverage also insures the
officers and Directors against liabilities for which they may not be
indemnified by the Company or its subsidiaries, except a dishonest act or
breach of trust. The insurance, authorized by the BCL, is being purchased
from the National Union Fire Insurance Company of Pittsburgh, Pa., Associated
Electric & Gas Insurance Services Limited, Aetna Casualty and Surety Company,
Federal Insurance Company, CNA Insurance Company, and A.C.E. Insurance
Company (Bermuda) Ltd. for the term from January 31,1994 to January 31, 1995
for an aggregate premium of approximately $2,353,891. In addition, pursuant
to a 1986 amendment to the BCL, the Company entered into agreements with the
officers and Directors of the Company providing for indemnification for the
liability of officers and Directors not covered by the policy mentioned
above. Such additional indemnification does not cover acts committed in bad
faith or acts which were the result of active and deliberate dishonesty.
Furthermore, Article XIIA of the Certificate of Incorporation of the Company
limits, with certain exceptions, the personal liability of a Director of the
Company to the Company or its shareholders.
Item 16. Exhibits.
In the following exhibit list:
NMPC refers to the Company.
CNYP refers to Central New York Power Corporation.
Each document referred to below is incorporated by reference to the
files of the Commission, unless the reference to the document in the list is
preceded by an asterisk. Previous filings with the Commission are indicated
as follows:
A-NMPC Registration Statement No. 2-8214;
F-CNYP Registration Statement No. 2-3414;
Y-NMPC Registration Statement No. 2-12973;
KK-NMPC Registration Statement No. 2-38083;
CCC-NMPC Registration Statement No. 2-70860;
GGG-NMPC Registration Statement No. 2-82041;
HHH-NMPC Registration Statement No. 2-91527;
NNN-NMPC Registration Statement No. 33-24755; and
a NMPC Current Report on Form 8-K filed July 6, 1993.
Incorporation by
Reference
----------------
Exhibit Previous
No. Description of Instrument Previous Exhibit
Filing Designation
- ------- ----------------------------------- -------- -----------
3(b) By-Laws of NMPC, as amended June
22, 1993 . . . . . . . . . . . . . a 3(b)
4(a)(1) Certificate of Consolidation of New
York Power and Light Corporation,
Buffalo Niagara Electric
Corporation and Central New York
Power Corporation, filed January 5,
1950 in the office of the New York
Secretary of State . . . . . . . . A 1-1
4(a)(2) Certificate of Amendment of
Certificate of Incorporation of
NMPC, filed January 5, 1950 in the
office of the New York Secretary of
State . . . . . . . . . . . . . . . A 1-2
4(a)(3) Certificate of Amendment of
Certificate of Incorporation of
NMPC pursuant to Section 36 of the
Stock Corporation Law of New York,
filed January 9, 1957 in the office
of the New York Secretary of State Y 3-5
4(a)(4) Certificate of Amendment of
Certificate of Incorporation of
NMPC under Section 805 of the
Business Corporation Law of New
York, filed September 22, 1969 in
the office of the New York
Secretary of State . . . . . . . . KK 2-52
4(a)(5) Certificate of Amendment of the
Certificate of Incorporation of
NMPC, filed June 4, 1984 in the
office of the New York Secretary of
State . . . . . . . . . . . . . . . HHH 4(b)(35)
4(a)(6) Certificate of Amendment of
Certificate of Incorporation of
NMPC under Section 805 of the
Business Corporation Law of New
York, filed May 27, 1988 in the
office of the New York Secretary of
State . . . . . . . . . . . . . . . NNN 3(a)(42)
4(a)(7) Specimen of Common Stock, $1 par
value (not more than 100,000
shares) . . . . . . . . . . . . . . GGG 4(a)(4)
4(b)(1) Mortgage Trust Indenture dated as
of October 1, 1937 between CNYP
(now NMPC) and The Marine Midland
Trust Company of New York (now
named Marine Midland Bank, N.A.),
as Trustee . . . . . . . . . . . . F <F1>
4(b)(2) Supplemental Indenture dated as of
March 1, 1978, supplemental to
Exhibit 4(b)(1) . . . . . . . . . . CCC 4(b)(42)
* 5 Opinion and Consent of Winthrop,
Stimson, Putnam & Roberts . . . . .
*15 Letter regarding unaudited interim
financial information . . . . . . .
*23(a) Consent of Price Waterhouse . . .
*23(b) Consent of Paul J. Kaleta, Esq. . .
*23(c) Consent of Winthrop, Stimson,
Putnam & Roberts is included in
Exhibit 5 . . . . . . . . . . . . .
*24 Powers of Attorney . . . . . . . .
[FN]
<F1> Filed October 15, 1937 after effective date of
Registration Statement No. 2-3414.
<PAGE>
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, 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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the 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 paragraphs (1)(i) and (1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(3) 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.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers
and controlling persons of the registrant pursuant to Article XIIA of the
Certificate of Incorporation, Article VI of the By-Laws of the registrant or
Section 721 through 726 of the New York Business Corporation Law, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
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 or amendment thereto to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Syracuse, State of New York, on the 29th day of July 29, 1994.
NIAGARA MOHAWK POWER CORPORATION
By: /s/ Steven W. Tasker
-----------------------------
Steven W. Tasker
Controller and Principal
Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed below by the
following persons in the capacities and on the date indicated.
Signature Title Date
--------- ----- -------------
____*William F. Allyn_ Director July 29, 1994
William F. Allyn
______________________ Director July 29, 1994
Lawrence Burkhardt III
______________________ Director July 29, 1994
Douglas M. Costle
____*Edmund M. Davis__ Director July 29, 1994
Edmund M. Davis
____*William E. Davis_ Director, July 29, 1994
William E. Davis Chairman of the
Board of
Directors and
Chief Executive
Officer
_____*William J. Donlon Director July 29, 1994
William J. Donlon
_____*Edward W. Duffy_ Director July 29, 1994
Edward W. Duffy
_____*John M. Endries_ Director and July 29, 1994
John M. Endries President
_____*Dr. Bonnie Guiton Director July 29, 1994
Dr. Bonnie Guiton
_____*John G. Haehl, Jr. Director July 29, 1994
John G. Haehl, Jr.
_____*Paul Kaleta Vice President - July 29, 1994
Paul Kaleta Law and General
Counsel
_____*Henry A. Panasci, Jr. Director July 29, 1994
Henry A. Panasci, Jr.
_____*Patti McGill Peterson Director July 29, 1994
Patti McGill Peterson
_____*Donald B. Riefler Director July 29, 1994
Donald B. Riefler
_____*Arthur Roos Vice President - July 29, 1994
Arthur Roos Treasurer
_____*Stephen B. Schwartz Director July 29, 1994
Stephen B. Schwartz
_____*John G. Wick Director July 29, 1994
John G. Wick
_____*John W. Powers__ Senior Vice July 29, 1994
John W. Powers President -
Finance
and
Corporate
Services
and
Principal
Financial
Officer
/s/ Steven W. Tasker Controller and July 29, 1994
____________________________ Principal
Steven W. Tasker Accounting
Officer
*By /s/ Steven W. Tasker July 29, 1994
____________________________
(Steven W. Tasker, Attorney-
in-fact)
<PAGE>
INDEX TO EXHIBITS
Exhibit Page
No. Exhibit No.
------- ------- ----
5 Opinion and Consent of Winthrop, Stimson,
Putnam & Roberts . . . . . . . . . . . . .
15 Letter regarding unaudited interim financial
information . . . . . . . . . . . . . . . .
23(a) Consent of Price Waterhouse . . . . . . . .
23(b) Consent of Paul J. Kaleta, Esq. . . . . . .
23(c) Consent of Winthrop, Stimson, Putnam &
Roberts is included in Exhibit 5 . . . . .
24 Powers of Attorney . . . . . . . . . . . .
EXHIBIT 5
July 29, 1994
Niagara Mohawk Power Corporation
300 Erie Boulevard West
Syracuse, New York 13202
Re: Niagara Mohawk Power Corporation (the "Company")
Registration Statement on Form S-3 relating to 2,500,000
Shares of Common Stock pursuant to the Company's Dividend
Reinvestment and Common Stock Purchase Plan (the "Plan")
_________________________________________________________
Ladies and Gentlemen:
In connection with the proposed issuance under the Plan by
the Company from time to time of 2,500,000 shares of the Company's Common
Stock having a par value of $1 per share (the "Shares") and with the
registration of the Shares under the Securities Act of 1933, as amended (the
"Act"), we have examined such corporate records, other documents and
questions of law as we considered necessary for the purpose of this opinion.
We advise you that the Shares will be legally issued, fully paid and non-
assessable if, at the time of the issuance of the Shares:
1. The Board of Directors of the Company shall have
authorized the issuance and sale of the Shares under
the terms of the Plan;
2. The Public Service Commission of the State of New York
shall have authorized the issuance and sale of the
Shares:
3. The Registration Statement of the Company on Form S-3
shall have become and remain effective for the purpose
of the offer and sale of the Shares; and
4. The Shares shall have been duly issued and paid for as
provided in the Plan (in an amount not less than the $1
par value thereof).
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement of the Company on Form S-3 with respect to the
Plan and the Shares to be issued and sold thereunder. We further consent to
the use of the name of this firm in said Registration Statement and in the
Prospectus forming a part thereof. In giving this consent, we do not thereby
admit that we are within the category of persons whose consent is required
pursuant to Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission.
Very truly yours,
WINTHROP, STIMSON, PUTNAM & ROBERTS
EXHIBIT 15
July 29, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We are aware that Niagara Mohawk Power Corporation has included our
report dated May 12, 1994 (issued pursuant to the provisions of Statement on
Auditing Standards No. 71) in the Prospectus constituting part of its
Registration Statement on Form S-3 to be filed on or about July 29, 1994.
We are also aware of our responsibilities under the Securities Act of 1933.
Very truly yours,
PRICE WATERHOUSE
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of Niagara
Mohawk Power Corporation of our report dated January 27, 1994 appearing on
page 62 of the Company's Annual Report on Form 10-K dated January 27, 1994,
as amended by Form 10-K/A dated June 27, 1994. We also consent to the
incorporation by reference of our report on the Financial Statement Schedules
appearing on page 104 of this Form 10-K. We also consent to the reference to
us under the heading "Legal Opinions and Experts" in such Prospectus.
PRICE WATERHOUSE
Syracuse, New York
July 29, 1994
EXHIBIT 23(b)
CONSENT OF COUNSEL
I hereby consent to the use of my name in the Registration
Statement on Form S-3 and related Prospectus of Niagara Mohawk Power
Corporation under the Securities Act of 1933, as amended, covering the
registration of securities of Niagara Mohawk Power Corporation (the
"Company") proposed to be offered and sold pursuant to the Company's Dividend
Reinvestment and Common Stock Purchase Plan.
/s/ Paul J. Kaleta
-------------------------
PAUL J. KALETA
Vice President - Law and General Counsel
Syracuse, New York
July 29, 1994
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Niagara Mohawk Power Corporation, which Corporation
proposes to file with the Securities and Exchange Commission a Registration
Statement on Form S-3 pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issuance and sale of up to 2,500,000
shares of Niagara Mohawk Power Corporation Common Stock under the terms and
conditions of the Corporation's Dividend Reinvestment and Common Stock
Purchase Plan to be set forth in such Registration Statement, has made,
constituted and appointed and by these presents does hereby make, constitute
and appoint JOHN W. POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J.
KALETA, and each of them, his true and lawful attorneys, for him and in his
name, place and stead, and in his office and capacity as aforesaid, to sign
and file said Registration Statement and any and all amendments thereto and
any and all other documents to be signed and filed with the Securities and
Exchange Commission in connection therewith, hereby granting to said JOHN W.
POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, and each of
them, full power and authority to do and perform each and every act as fully,
to all intents and purposes, as he might or could do if personally present,
hereby ratifying and confirming in all respects that said JOHN W. POWERS,
STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, or any of them, as said
attorneys, may or shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has set his hand and seal this
29th day of July, 1994.
By:/s/ William F. Allyn
-----------------------------
Title: Director
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Niagara Mohawk Power Corporation, which Corporation
proposes to file with the Securities and Exchange Commission a Registration
Statement on Form S-3 pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issuance and sale of up to 2,500,000
shares of Niagara Mohawk Power Corporation Common Stock under the terms and
conditions of the Corporation's Dividend Reinvestment and Common Stock
Purchase Plan to be set forth in such Registration Statement, has made,
constituted and appointed and by these presents does hereby make, constitute
and appoint JOHN W. POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J.
KALETA, and each of them, his true and lawful attorneys, for him and in his
name, place and stead, and in his office and capacity as aforesaid, to sign
and file said Registration Statement and any and all amendments thereto and
any and all other documents to be signed and filed with the Securities and
Exchange Commission in connection therewith, hereby granting to said JOHN W.
POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, and each of
them, full power and authority to do and perform each and every act as fully,
to all intents and purposes, as he might or could do if personally present,
hereby ratifying and confirming in all respects that said JOHN W. POWERS,
STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, or any of them, as said
attorneys, may or shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has set his hand and seal this
29th day of July, 1994.
By:/s/ Edmund M. Davis
-----------------------------
Title: Director
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Niagara Mohawk Power Corporation, which Corporation
proposes to file with the Securities and Exchange Commission a Registration
Statement on Form S-3 pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issuance and sale of up to 2,500,000
shares of Niagara Mohawk Power Corporation Common Stock under the terms and
conditions of the Corporation's Dividend Reinvestment and Common Stock
Purchase Plan to be set forth in such Registration Statement, has made,
constituted and appointed and by these presents does hereby make, constitute
and appoint JOHN W. POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J.
KALETA, and each of them, his true and lawful attorneys, for him and in his
name, place and stead, and in his office and capacity as aforesaid, to sign
and file said Registration Statement and any and all amendments thereto and
any and all other documents to be signed and filed with the Securities and
Exchange Commission in connection therewith, hereby granting to said JOHN W.
POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, and each of
them, full power and authority to do and perform each and every act as fully,
to all intents and purposes, as he might or could do if personally present,
hereby ratifying and confirming in all respects that said JOHN W. POWERS,
STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, or any of them, as said
attorneys, may or shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has set his hand and seal this
29th day of July, 1994.
By:/s/ William E. Davis
-----------------------------
Title: Director, Chairman of the Board
of Directors and Chief Executive
Officer
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Niagara Mohawk Power Corporation, which Corporation
proposes to file with the Securities and Exchange Commission a Registration
Statement on Form S-3 pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issuance and sale of up to 2,500,000
shares of Niagara Mohawk Power Corporation Common Stock under the terms and
conditions of the Corporation's Dividend Reinvestment and Common Stock
Purchase Plan to be set forth in such Registration Statement, has made,
constituted and appointed and by these presents does hereby make, constitute
and appoint JOHN W. POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J.
KALETA, and each of them, his true and lawful attorneys, for him and in his
name, place and stead, and in his office and capacity as aforesaid, to sign
and file said Registration Statement and any and all amendments thereto and
any and all other documents to be signed and filed with the Securities and
Exchange Commission in connection therewith, hereby granting to said JOHN W.
POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, and each of
them, full power and authority to do and perform each and every act as fully,
to all intents and purposes, as he might or could do if personally present,
hereby ratifying and confirming in all respects that said JOHN W. POWERS,
STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, or any of them, as said
attorneys, may or shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has set his hand and seal this
29th day of July, 1994.
By:/s/ William J. Donlon
-----------------------------
Title: Director
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Niagara Mohawk Power Corporation, which Corporation
proposes to file with the Securities and Exchange Commission a Registration
Statement on Form S-3 pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issuance and sale of up to 2,500,000
shares of Niagara Mohawk Power Corporation Common Stock under the terms and
conditions of the Corporation's Dividend Reinvestment and Common Stock
Purchase Plan to be set forth in such Registration Statement, has made,
constituted and appointed and by these presents does hereby make, constitute
and appoint JOHN W. POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J.
KALETA, and each of them, his true and lawful attorneys, for him and in his
name, place and stead, and in his office and capacity as aforesaid, to sign
and file said Registration Statement and any and all amendments thereto and
any and all other documents to be signed and filed with the Securities and
Exchange Commission in connection therewith, hereby granting to said JOHN W.
POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, and each of
them, full power and authority to do and perform each and every act as fully,
to all intents and purposes, as he might or could do if personally present,
hereby ratifying and confirming in all respects that said JOHN W. POWERS,
STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, or any of them, as said
attorneys, may or shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has set his hand and seal this
29th day of July, 1994.
By:/s/ Edward W. Duffy
-----------------------------
Title: Director
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Niagara Mohawk Power Corporation, which Corporation
proposes to file with the Securities and Exchange Commission a Registration
Statement on Form S-3 pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issuance and sale of up to 2,500,000
shares of Niagara Mohawk Power Corporation Common Stock under the terms and
conditions of the Corporation's Dividend Reinvestment and Common Stock
Purchase Plan to be set forth in such Registration Statement, has made,
constituted and appointed and by these presents does hereby make, constitute
and appoint JOHN W. POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J.
KALETA, and each of them, his true and lawful attorneys, for him and in his
name, place and stead, and in his office and capacity as aforesaid, to sign
and file said Registration Statement and any and all amendments thereto and
any and all other documents to be signed and filed with the Securities and
Exchange Commission in connection therewith, hereby granting to said JOHN W.
POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, and each of
them, full power and authority to do and perform each and every act as fully,
to all intents and purposes, as he might or could do if personally present,
hereby ratifying and confirming in all respects that said JOHN W. POWERS,
STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, or any of them, as said
attorneys, may or shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has set his hand and seal this
29th day of July, 1994.
By:/s/ John M. Endries
-----------------------------
Title: Director and President
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Niagara Mohawk Power Corporation, which Corporation
proposes to file with the Securities and Exchange Commission a Registration
Statement on Form S-3 pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issuance and sale of up to 2,500,000
shares of Niagara Mohawk Power Corporation Common Stock under the terms and
conditions of the Corporation's Dividend Reinvestment and Common Stock
Purchase Plan to be set forth in such Registration Statement, has made,
constituted and appointed and by these presents does hereby make, constitute
and appoint JOHN W. POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J.
KALETA, and each of them, his true and lawful attorneys, for him and in his
name, place and stead, and in his office and capacity as aforesaid, to sign
and file said Registration Statement and any and all amendments thereto and
any and all other documents to be signed and filed with the Securities and
Exchange Commission in connection therewith, hereby granting to said JOHN W.
POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, and each of
them, full power and authority to do and perform each and every act as fully,
to all intents and purposes, as he might or could do if personally present,
hereby ratifying and confirming in all respects that said JOHN W. POWERS,
STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, or any of them, as said
attorneys, may or shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has set his hand and seal this
29th day of July, 1994.
By:/s/ Bonnie Guiton
-----------------------------
Title: Director
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Niagara Mohawk Power Corporation, which Corporation
proposes to file with the Securities and Exchange Commission a Registration
Statement on Form S-3 pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issuance and sale of up to 2,500,000
shares of Niagara Mohawk Power Corporation Common Stock under the terms and
conditions of the Corporation's Dividend Reinvestment and Common Stock
Purchase Plan to be set forth in such Registration Statement, has made,
constituted and appointed and by these presents does hereby make, constitute
and appoint JOHN W. POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J.
KALETA, and each of them, his true and lawful attorneys, for him and in his
name, place and stead, and in his office and capacity as aforesaid, to sign
and file said Registration Statement and any and all amendments thereto and
any and all other documents to be signed and filed with the Securities and
Exchange Commission in connection therewith, hereby granting to said JOHN W.
POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, and each of
them, full power and authority to do and perform each and every act as fully,
to all intents and purposes, as he might or could do if personally present,
hereby ratifying and confirming in all respects that said JOHN W. POWERS,
STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, or any of them, as said
attorneys, may or shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has set his hand and seal this
29th day of July, 1994.
By:/s/ John G. Haehl, Jr.
-----------------------------
Title: Director
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Niagara Mohawk Power Corporation, which Corporation
proposes to file with the Securities and Exchange Commission a Registration
Statement on Form S-3 pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issuance and sale of up to 2,500,000
shares of Niagara Mohawk Power Corporation Common Stock under the terms and
conditions of the Corporation's Dividend Reinvestment and Common Stock
Purchase Plan to be set forth in such Registration Statement, has made,
constituted and appointed and by these presents does hereby make, constitute
and appoint JOHN W. POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J.
KALETA, and each of them, his true and lawful attorneys, for him and in his
name, place and stead, and in his office and capacity as aforesaid, to sign
and file said Registration Statement and any and all amendments thereto and
any and all other documents to be signed and filed with the Securities and
Exchange Commission in connection therewith, hereby granting to said JOHN W.
POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, and each of
them, full power and authority to do and perform each and every act as fully,
to all intents and purposes, as he might or could do if personally present,
hereby ratifying and confirming in all respects that said JOHN W. POWERS,
STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, or any of them, as said
attorneys, may or shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has set his hand and seal this
29th day of July, 1994.
By:/s/ Paul Kaleta
-----------------------------
Title: Vice President - Law and General
Counsel
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Niagara Mohawk Power Corporation, which Corporation
proposes to file with the Securities and Exchange Commission a Registration
Statement on Form S-3 pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issuance and sale of up to 2,500,000
shares of Niagara Mohawk Power Corporation Common Stock under the terms and
conditions of the Corporation's Dividend Reinvestment and Common Stock
Purchase Plan to be set forth in such Registration Statement, has made,
constituted and appointed and by these presents does hereby make, constitute
and appoint JOHN W. POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J.
KALETA, and each of them, his true and lawful attorneys, for him and in his
name, place and stead, and in his office and capacity as aforesaid, to sign
and file said Registration Statement and any and all amendments thereto and
any and all other documents to be signed and filed with the Securities and
Exchange Commission in connection therewith, hereby granting to said JOHN W.
POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, and each of
them, full power and authority to do and perform each and every act as fully,
to all intents and purposes, as he might or could do if personally present,
hereby ratifying and confirming in all respects that said JOHN W. POWERS,
STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, or any of them, as said
attorneys, may or shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has set his hand and seal this
29th day of July, 1994.
By:/s/ Henry A. Panasci
-----------------------------
Title: Director
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Niagara Mohawk Power Corporation, which Corporation
proposes to file with the Securities and Exchange Commission a Registration
Statement on Form S-3 pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issuance and sale of up to 2,500,000
shares of Niagara Mohawk Power Corporation Common Stock under the terms and
conditions of the Corporation's Dividend Reinvestment and Common Stock
Purchase Plan to be set forth in such Registration Statement, has made,
constituted and appointed and by these presents does hereby make, constitute
and appoint JOHN W. POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J.
KALETA, and each of them, his true and lawful attorneys, for him and in his
name, place and stead, and in his office and capacity as aforesaid, to sign
and file said Registration Statement and any and all amendments thereto and
any and all other documents to be signed and filed with the Securities and
Exchange Commission in connection therewith, hereby granting to said JOHN W.
POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, and each of
them, full power and authority to do and perform each and every act as fully,
to all intents and purposes, as he might or could do if personally present,
hereby ratifying and confirming in all respects that said JOHN W. POWERS,
STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, or any of them, as said
attorneys, may or shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has set his hand and seal this
29th day of July, 1994.
By:/s/ Patti McGill Peterson
-----------------------------
Title: Director
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Niagara Mohawk Power Corporation, which Corporation
proposes to file with the Securities and Exchange Commission a Registration
Statement on Form S-3 pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issuance and sale of up to 2,500,000
shares of Niagara Mohawk Power Corporation Common Stock under the terms and
conditions of the Corporation's Dividend Reinvestment and Common Stock
Purchase Plan to be set forth in such Registration Statement, has made,
constituted and appointed and by these presents does hereby make, constitute
and appoint JOHN W. POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J.
KALETA, and each of them, his true and lawful attorneys, for him and in his
name, place and stead, and in his office and capacity as aforesaid, to sign
and file said Registration Statement and any and all amendments thereto and
any and all other documents to be signed and filed with the Securities and
Exchange Commission in connection therewith, hereby granting to said JOHN W.
POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, and each of
them, full power and authority to do and perform each and every act as fully,
to all intents and purposes, as he might or could do if personally present,
hereby ratifying and confirming in all respects that said JOHN W. POWERS,
STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, or any of them, as said
attorneys, may or shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has set his hand and seal this
29th day of July, 1994.
By:/s/ John W. Powers
-----------------------------
Title: Senior Vice President - Finance and
Corporate Services and Principal
Officer
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Niagara Mohawk Power Corporation, which Corporation
proposes to file with the Securities and Exchange Commission a Registration
Statement on Form S-3 pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issuance and sale of up to 2,500,000
shares of Niagara Mohawk Power Corporation Common Stock under the terms and
conditions of the Corporation's Dividend Reinvestment and Common Stock
Purchase Plan to be set forth in such Registration Statement, has made,
constituted and appointed and by these presents does hereby make, constitute
and appoint JOHN W. POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J.
KALETA, and each of them, his true and lawful attorneys, for him and in his
name, place and stead, and in his office and capacity as aforesaid, to sign
and file said Registration Statement and any and all amendments thereto and
any and all other documents to be signed and filed with the Securities and
Exchange Commission in connection therewith, hereby granting to said JOHN W.
POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, and each of
them, full power and authority to do and perform each and every act as fully,
to all intents and purposes, as he might or could do if personally present,
hereby ratifying and confirming in all respects that said JOHN W. POWERS,
STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, or any of them, as said
attorneys, may or shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has set his hand and seal this
29th day of July, 1994.
By:/s/ Donald B. Riefler
-----------------------------
Title: Director
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Niagara Mohawk Power Corporation, which Corporation
proposes to file with the Securities and Exchange Commission a Registration
Statement on Form S-3 pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issuance and sale of up to 2,500,000
shares of Niagara Mohawk Power Corporation Common Stock under the terms and
conditions of the Corporation's Dividend Reinvestment and Common Stock
Purchase Plan to be set forth in such Registration Statement, has made,
constituted and appointed and by these presents does hereby make, constitute
and appoint JOHN W. POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J.
KALETA, and each of them, his true and lawful attorneys, for him and in his
name, place and stead, and in his office and capacity as aforesaid, to sign
and file said Registration Statement and any and all amendments thereto and
any and all other documents to be signed and filed with the Securities and
Exchange Commission in connection therewith, hereby granting to said JOHN W.
POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, and each of
them, full power and authority to do and perform each and every act as fully,
to all intents and purposes, as he might or could do if personally present,
hereby ratifying and confirming in all respects that said JOHN W. POWERS,
STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, or any of them, as said
attorneys, may or shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has set his hand and seal this
29th day of July, 1994.
By:/s/ Arthur Roos
-----------------------------
Title: Vice President - Treasurer
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Niagara Mohawk Power Corporation, which Corporation
proposes to file with the Securities and Exchange Commission a Registration
Statement on Form S-3 pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issuance and sale of up to 2,500,000
shares of Niagara Mohawk Power Corporation Common Stock under the terms and
conditions of the Corporation's Dividend Reinvestment and Common Stock
Purchase Plan to be set forth in such Registration Statement, has made,
constituted and appointed and by these presents does hereby make, constitute
and appoint JOHN W. POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J.
KALETA, and each of them, his true and lawful attorneys, for him and in his
name, place and stead, and in his office and capacity as aforesaid, to sign
and file said Registration Statement and any and all amendments thereto and
any and all other documents to be signed and filed with the Securities and
Exchange Commission in connection therewith, hereby granting to said JOHN W.
POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, and each of
them, full power and authority to do and perform each and every act as fully,
to all intents and purposes, as he might or could do if personally present,
hereby ratifying and confirming in all respects that said JOHN W. POWERS,
STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, or any of them, as said
attorneys, may or shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has set his hand and seal this
29th day of July, 1994.
By:/s/ Stephen B. Schwartz
-----------------------------
Title: Director
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Niagara Mohawk Power Corporation, which Corporation
proposes to file with the Securities and Exchange Commission a Registration
Statement on Form S-3 pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issuance and sale of up to 2,500,000
shares of Niagara Mohawk Power Corporation Common Stock under the terms and
conditions of the Corporation's Dividend Reinvestment and Common Stock
Purchase Plan to be set forth in such Registration Statement, has made,
constituted and appointed and by these presents does hereby make, constitute
and appoint JOHN W. POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J.
KALETA, and each of them, his true and lawful attorneys, for him and in his
name, place and stead, and in his office and capacity as aforesaid, to sign
and file said Registration Statement and any and all amendments thereto and
any and all other documents to be signed and filed with the Securities and
Exchange Commission in connection therewith, hereby granting to said JOHN W.
POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, and each of
them, full power and authority to do and perform each and every act as fully,
to all intents and purposes, as he might or could do if personally present,
hereby ratifying and confirming in all respects that said JOHN W. POWERS,
STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, or any of them, as said
attorneys, may or shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has set his hand and seal this
29th day of July, 1994.
By:/s/ Steven W. Tasker
-----------------------------
Title: Controller and Principal
Accounting Officer
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Niagara Mohawk Power Corporation, which Corporation
proposes to file with the Securities and Exchange Commission a Registration
Statement on Form S-3 pursuant to the provisions of the Securities Act of
1933, as amended, with respect to the issuance and sale of up to 2,500,000
shares of Niagara Mohawk Power Corporation Common Stock under the terms and
conditions of the Corporation's Dividend Reinvestment and Common Stock
Purchase Plan to be set forth in such Registration Statement, has made,
constituted and appointed and by these presents does hereby make, constitute
and appoint JOHN W. POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J.
KALETA, and each of them, his true and lawful attorneys, for him and in his
name, place and stead, and in his office and capacity as aforesaid, to sign
and file said Registration Statement and any and all amendments thereto and
any and all other documents to be signed and filed with the Securities and
Exchange Commission in connection therewith, hereby granting to said JOHN W.
POWERS, STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, and each of
them, full power and authority to do and perform each and every act as fully,
to all intents and purposes, as he might or could do if personally present,
hereby ratifying and confirming in all respects that said JOHN W. POWERS,
STEVEN W. TASKER, ARTHUR W. ROOS and PAUL J. KALETA, or any of them, as said
attorneys, may or shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned has set his hand and seal this
29th day of July, 1994.
By:/s/ John G. Wick
-----------------------------
Title: Director
