SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
/X/ Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1993
OR
/ / Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition period
from ......to......
Commission file number 1-2987
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NIAGARA MOHAWK POWER CORPORATION
(Exact name of registrant as specified in its charter)
State of New York 15-0265555
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
300 Erie Boulevard West Syracuse, New York 13202
(Address of principal executive offices) (zip code)
(315) 474-1511
Registrant's telephone number, including area code
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--
Securities registered pursuant to Section 12(b) of the Act:
(Each class is registered on the New York Stock Exchange)
Title of each class
Common Stock ($1 par value)
Preferred Stock ($100 par Preferred Stock ($25
par
value-cumulative): value - cumulative):
3.40% Series 4.10% Series 6.10% Series 8.75% Series
3.60% Series 4.85% Series 7.72% Series Adjustable Rate
3.90% Series 5.25% Series Series A & Series
C
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--
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K / X /
State the aggregate market value of the voting stock held by non-
<PAGE>
affiliates of the registrant.
Approximately $2,689,000,000 at March 1, 1994.
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest
practicable date.
Common stock $1 par 142,596,892 shares outstanding March 1,
1994.
Documents incorporated by reference:
Definitive Proxy Statement in connection with annual meeting of
stockholders to be held May 3, 1994 incorporated in Part III
to
the extent described therein.
<PAGE>
Exhibit 99(1)
Securities and Exchange Commission
Washington, D.C. 20549
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FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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(Mark one)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (Fee Required)
FOR FISCAL YEAR ENDED: DECEMBER 31, 1993
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (No fee required)
For the transition period from __________ to
____________
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--
Commission file number 1-2987
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
EMPLOYEE SAVINGS FUND PLAN
FOR REPRESENTED EMPLOYEES OF
NIAGARA MOHAWK POWER CORPORATION
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
NIAGARA MOHAWK POWER CORPORATION
300 ERIE BOULEVARD WEST
SYRACUSE, NY 13202
<PAGE>
EMPLOYEE SAVINGS FUND PLAN
FOR REPRESENTED EMPLOYEES OF
NIAGARA MOHAWK POWER CORPORATION
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Page
Report of Independent Accountants 3
Index to Financial Statements:
Statements of Net Assets at December 31, 1993 and 1992 4
Statements of Changes in Net Assets for the years ended
December 31, 1993 and 1992 5
Notes to Financial Statements 6
Supplemental Schedules (Note A):
I. Other Investments at December 31, 1993 13
II. Transactions or series of transactions in excess
of 5% of the current value of plan assets
for the year ended December 31, 1993 14
Note A - Schedules not included with this additional
financial data have been omitted because
they are not applicable.
Financial Statement Schedules:
Statements of Net Assets by Fund at
December 31, 1993 and 1992 15
Statements of Changes in Net Assets by Fund
for the years ended December 31, 1993
and 1992 17
Signature Page 19
Consent of Independent Accountants - Exhibit #23 20
<PAGE>
<PAGE>
PRICE WATERHOUSE
REPORT OF INDEPENDENT ACCOUNTANTS
March 25, 1994
To the Participants and the
Administrative Committee
of the Employee Savings Fund Plan
for Represented Employees of
Niagara Mohawk Power Corporation
In our opinion, the accompanying statements of net assets and the
related statements of changes in net assets present fairly, in
all material respects, the financial position of the Employee
Savings Fund Plan for Represented Employees of Niagara Mohawk
Power Corporation at December 31, 1993 and 1992, and the changes
in its financial position for the years then ended, in conformity
with generally accepted accounting principles. These financial
statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the
opinion expressed above.
Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The additional
information included in Schedules I and II is presented for
purposes of additional analysis and is not a required part of the
basic financial statements but is additional information required
by ERISA. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ Price Waterhouse
<PAGE>
EMPLOYEE SAVINGS FUND PLAN
FOR REPRESENTED EMPLOYEES OF
NIAGARA MOHAWK POWER CORPORATION
STATEMENTS OF NET ASSETS
DECEMBER 31, DECEMBER 31,
1993 1992
ASSETS
INVESTMENTS
Common Stock of Niagara Mohawk
Power Corporation, at market
value (cost $139,734,768 at
December 31, 1993 and
$158,638,528 at
December 31, 1992) $186,766,621 $203,447,064
Other investments, at market
value -- Schedule I 139,258,990 89,167,601
NET ASSETS $326,025,611 $292,614,665
The accompanying notes and schedules are an integral part
of these financial statements.
<PAGE>
EMPLOYEE SAVINGS FUND PLAN
FOR REPRESENTED EMPLOYEES OF
NIAGARA MOHAWK POWER CORPORATION
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR FOR THE YEAR
ENDED ENDED
DECEMBER 31, DECEMBER 31,
1993 1992
ADDITIONS
Investment income:
Net appreciation (depreciation)
in fair value of net assets $ 7,486,637 $ (1,077,823)
Dividends on Niagara Mohawk
Power Corporation Common Stock 9,235,959 8,450,961
Realized gains on disposition of
investments 9,413,803 15,150,692
Interest and dividend income 7,552,200 3,750,268
33,688,599 26,274,098
Contributions:
Participants' contributions 20,834,423 19,213,831
Niagara Mohawk Power Corporation 7,082,352 6,870,549
27,916,775 26,084,380
TOTAL ADDITIONS 61,605,374 52,358,478
DEDUCTIONS
Accounts withdrawn 27,746,651 16,042,714
Employee accounts transferred 267,259 2,081,883
Plan expenses 180,518 320,296
TOTAL DEDUCTIONS 28,194,428 18,444,893
INCREASE IN NET ASSETS 33,410,946 33,913,585
Net assets, beginning of year 292,614,665 258,701,080
Net assets, end of year $326,025,611 $292,614,665
The accompanying notes and schedules are an integral part
of these financial statements.
<PAGE>
EMPLOYEE SAVINGS FUND PLAN
FOR REPRESENTED EMPLOYEES OF
NIAGARA MOHAWK POWER CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993 and 1992
NOTE 1 - PLAN AMENDMENTS
Effective July 1, 1992, the trust for the Employee Savings Fund Plan
for Represented Employees of Niagara Mohawk Power Corporation (Plan)
was transferred to Fidelity Investments Institutional Services Company,
Inc., 82 Devonshire Street, Boston, MA 02109-3614. The record keeping
and investment management of the Plan also were transferred to Fidelity
Institutional Retirement Services Company, a division of Fidelity
Investments Institutional Services Company. The Fidelity Management
and Research Company handles the investment management of Plan funds.
The four investment elections previously offered under the Plan were
replaced by similar mutual fund investment options at Fidelity and
since July 1, 1992, are handled as follows:
* monies that were invested in the Government Fund are now
invested in the Fidelity Retirement Government Money Market
Portfolio;
* monies invested in the Commingled Equity Index Fund (a Standard
& Poors (S&P) 500 Index Fund) are now invested in the Fidelity
U.S. Equity Index Portfolio (also a S&P 500 Index Fund);
* monies that were invested in the Fixed Income Fund are now
invested in the Fixed Income Fund, but now this Fund is managed
by Fidelity Management Trust Company;
* monies invested in Niagara Mohawk Power Corporation (Company)
Common Stock (including the Company match) will continue to be
invested in Company Common Stock.
In addition, three new mutual fund investment options were made
available:
* Fidelity Growth and Income Portfolio
* Fidelity Growth Company Fund
* Fidelity U.S. Bond Index Portfolio
An additional mutual fund was made available February 1, 1994.
* Fidelity Overseas Fund
Further changes as a result of the transfer to Fidelity are discussed
in more detail in the notes which follow.
<PAGE>
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
The accounting records of the Plan are maintained on the accrual basis.
The accounting principles and practices which affect the more
significant elements of the financial statements are:
Valuation of Investments - Company Common Stock is valued at the
closing market price on the last business day of the year. Investment
units in the U.S. Equity Index Portfolio, the U.S. Bond Index
Portfolio, the Growth and Income Portfolio, Growth Company Fund and
Overseas Fund are valued at the year end market value of the underlying
securities in the Fund. Investment units in the Fixed Income Fund and
Government Money Market Portfolio are valued at a constant $1 per unit
and are supported by insurance contracts and U.S. Government
Obligations, respectively. Temporary investments in short-term cash
funds are also valued at a constant $1 per unit. Net unrealized
appreciation or depreciation for the year is reflected in the
Statements of Changes in Net Assets for each of the funds.
Investment income - Dividend income from the Stock Fund is recognized
as of the ex-dividend date and income from government securities and
temporary cash investments is recognized as earned. Dividend and
interest income and realized gains and losses from the sale of
underlying securities of the U.S. Equity Index Portfolio, the U.S. Bond
Index Portfolio, the Growth and Income Portfolio, Growth Company Fund,
and Overseas Fund increase or decrease the value of a unit. The cost
of investments used in determining realized and unrealized gains and
losses is based on the revalued cost method. Income from insurance
contracts and U.S. Government Obligations in the Fixed Income Fund and
Government Money Market Portfolio, respectively, is reinvested in
additional units of the Fund.
Contributions - Contributions from employees and the Company are based
upon amounts authorized to be withheld from the base salary of
employees and matched, to the extent applicable, by the Company.
Transfers - Assets transferred from the Plan, representing the accounts
of participants whose job status changed from represented to non-
represented, are valued at market. In addition, participants may
transfer amounts representing basic and unmatched contributions and
income thereon from one fund to another within the guidelines of the
Plan.
Withdrawals - Assets withdrawn from the Plan by participants during the
year are valued using an average market price on the date such assets
are accumulated to pay withdrawals.
Loans - Loans to participants are valued at their outstanding principal
amount.
Administrative costs - All administrative costs, principally legal,
audit and trustee fees, are paid directly by the Plan; investment
management expenses of each fund are deducted from the assets of that
fund.
<PAGE>
NOTE 3 - DESCRIPTION OF THE PLAN
Eligibility - To be eligible, an employee must be represented by the
International Brotherhood of Electrical Workers (AFL-CIO) union and be
21 years of age with one year of service.
Administration - The Administrator of the Plan is the Company's
Employee Savings Fund Plan Committee. The assets of the Plan are held
and managed by the Trustee, Fidelity Investments Institutional Services
Company, Incorporated. With the exception of the Stock Fund, the
Trustee has the discretion to determine the composition of the
investments in the Funds.
The Company expects to continue the Plan indefinitely but has reserved
the right to amend or terminate the Plan at any time. If terminated,
all contributions of the Company cease and the trust continues until
all assets held by the trust are distributed.
The Plan is not subject to, nor insured by, the Pension Benefit
Guaranty Corporation established by the Employee Retirement Income
Security Act of 1974.
Basic contributions - Effective June 1, 1993, participants may
contribute from 2% to 15% of their base wage or salary, on a before-tax
basis, from 2% to 10% on an after-tax basis, or a combination thereof
and elect to have their contributions invested in common stock of the
Company (Stock Fund), U.S. Government securities (Government Money
Market Portfolio), equity investments (U.S. Equity Index Portfolio),
fixed income investments (Fixed Income Fund), treasury, agency,
mortgage and corporate securities (the U.S. Bond Index Portfolio),
common stock, bonds and convertibles (the Growth and Income Portfolio
or Growth Company Fund) and beginning in 1994, foreign securities (the
Overseas Fund). Subject to limitations based upon a participant's
length of service and age, the Company contributes, out of current or
accumulated profits, an amount equal to one-half of the participants
first 2% to 6% of contributions. Company contributions are invested
entirely in the Stock Fund and are fully and immediately vested upon
being credited to the participant's account.
The maximum amount a participant can contribute to the Plan on a
before-tax basis is limited per year by the Internal Revenue Service.
Such limitations were $8,994 for 1993 and $8,728 for 1992.
Withdrawals - A participant may elect to withdraw all or part of the
stock and cash attributable to his after-tax contributions, generally
on the 1st or 15th of any month. Contributions made on a before-tax
basis may not be withdrawn until a participant attains age 59 1/2,
except for death, disability, retirement or under certain circumstances
of hardship, in which case the participant may be subject to tax
penalties.
Participant Loan Provision - Participants in the Plan may obtain a loan
in any amount between a minimum of $1,000 and a maximum of $50,000 but
not more than 50% of the participant's before-tax contributions and
earnings thereon. Loans may be obtained on a semi-monthly basis and
the interest rate charged will be the prevailing prime commercial rate
plus 1% at the time of the loan. Loans will be secured by a lien on
the borrowing participant's plan account. Effective February 1, 1994,
participants may obtain a second loan for any of the following reasons:
1) purchase of a principal residence; 2) post secondary education for
<PAGE>
individual or dependents; 3) reimbursement of medical expenses; and, 4)
avoidance of foreclosure or eviction from a principal residence.
The Plan participant may elect a repayment period of from one to five
years, over which the loan will be repaid by level payroll deductions.
Loan repayments will be invested in the Plan's fund accounts according
to the participant's current allocation of before-tax contributions.
Participants - At December 31, 1993, there were 7,326 employees
participating in the Plan with balances in one or more of the Funds as
follows:
Number of
Participants
Stock Fund 4,355
Government Money Market Portfolio 939
U.S. Equity Index Portfolio 3,045
Fixed Income Fund 3,139
U.S. Bond Index Portfolio 658
Growth and Income Portfolio 1,739
Growth Company Fund 1,490
Loan Fund 1,299
Common stock purchases - Purchases of common stock of the Company
may be made by the Trustee directly from the Company at the mean
of the quoted high and low selling price, as reported for the day
on which the purchase is made, or the purchase may be made on any
exchange, through any broker-dealer or from other stockholders.
Cost of shares purchased on an exchange includes brokers fees.
Investments in the Stock Fund are stated in units, not shares.
The value of a unit reflects the combined market value of a share
of common stock and the cash or liquid investments held by the
Stock Fund. The Stock Fund keeps some of its assets in cash or
liquid investments so that Plan participants may trade into and
out of the Stock Fund on any business day. This requires it to
be unitized. Unitization does not change the market value of a
participant's investment, only the manner in which that value is
expressed.
The equivalent number of shares of common stock a participant
owns on any given day can be determined by multiplying the total
number of units owned by the unit value on that day and then
dividing that amount by the common stock market price for that
day.
<PAGE>
NOTE 4 - ACCOUNT VALUES
Interests in the funds are represented by "units" of
participation. The value of a unit is determined on a daily
basis by dividing the current fair market value of the assets in
each fund by the total number of units in each fund. Each
participant's account in a particular fund is credited each day
with the number of units determined by dividing the participants
contribution to the fund by the unit value as determined at the
end of that day.
The values and units of participation in the funds consisted of:
December 31, December 31,
1993 1992
Stock Fund:
Number of units 16,658,890 20,004,313
Value of unit $11.34 $10.29
Number of shares 9,223,043 10,637,755
Market value at end of year 20.25 19.125
Government Money Market Portfolio:
Number of units 5,873,470 5,338,483
Value per unit $1.00 $1.00
U.S.Equity Index Portfolio:
Number of units 1,964,558 1,851,282
Value per unit $17.27 $16.38
Fixed Income Fund:
Number of units 51,827,646 37,150,344
Value per unit $1.00 $1.00
U.S. Bond Index Portfolio:
Number of units 560,540 201,025
Value per unit $11.00 $10.76
Growth and Income Portfolio:
Number of units 900,163 229,603
Value per unit $22.22 $19.71
Growth Company Fund:
Number of units 474,341 128,777
Value per unit $29.06 $27.64
<PAGE>
<TABLE>
<CAPTION>
NOTE 5 - REALIZED GAIN/LOSS ON DISPOSITION OF INVESTMENTS
The amounts of realized gains or losses arising from the transactions in investments
during the periods are as follows:
Revalued Net
Year Units/Shares Cost Basis Proceeds Gains/Losses
<S> <C> <C> <C> <C> <C>
Stock Fund 1993 4,978,410 $51,227,839 $59,873,227 $ 8,645,388
1992 2,130,578 $17,823,108 $22,404,017 $ 4,580,909
U. S. Equity Index 1993 429,914 $ 7,041,995 $ 7,261,519 $ 219,524
Portfolio 1992 675,346 $20,965,160 $31,531,777 $10,566,617
U.S. Bond Index Portfolio 1993 120,921 $ 1,301,115 $ 1,343,683 $ 42,568
1992 - - - -
Growth and Income Portfolio 1993 147,904 $ 2,915,195 $ 3,213,753 $ 298,558
1992 - - - -
Growth Company Fund 1993 137,178 $ 3,805,542 $ 4,013,307 $ 207,765
1992 - - - -
Share/units were sold to fund cash withdrawals and transfers.
</TABLE>
<PAGE>
NOTE 6 - FEDERAL INCOME TAX STATUS
The Internal Revenue Service has ruled that the Plan, as amended
January 1, 1987, qualifies under Internal Revenue Code Sections
401(a) and 401(k) and the Trust formed under the Plan is exempt
from Federal income tax under Internal Revenue Code section
501(a) subject to Internal Revenue Service (IRS) determination
that the Plan amendments comply with the Tax Reform Act of 1986,
and thus continues to meet the requirements of Sections 401(a)
and 401(k) of the Internal Revenue Code, and that the Trust
formed under the Plan remains exempt from income tax under
Section 501(a) of the Internal Revenue Code. The ESFP Committee
believes that Plan changes subsequent to January 1, 1987,
including the 1992 changes, do not affect the tax-exempt status
of the Plan or the Trust thereunder and will seek IRS re-
determination.
<PAGE>
<TABLE>
<CAPTION>
Schedule I
EMPLOYEE SAVINGS FUND PLAN
FOR REPRESENTED EMPLOYEES OF
NIAGARA MOHAWK POWER CORPORATION
OTHER INVESTMENTS
DECEMBER 31, 1993
Name of issuer and Balance held at end of Market Value
title of issue year. Number of units Cost at end of year
Stock Fund:
<S> <C> <C> <C>
Fidelity Short Term 2,145,188 units $ 2,145,188 $ 2,145,188
Investment Fund
Government Money Market
Portfolio 5,873,470 units $ 5,873,470 $ 5,873,470
U.S. Equity Index Portfolio 1,964,558 units $ 31,219,448 $ 33,927,910
Fixed Income Fund 51,827,646 units $ 51,827,646 $ 51,827,646
U.S. Bond Index Portfolio 560,540 units $ 6,143,194 $ 6,165,943
Growth and Income Portfolio 900,163 units $ 18,796,710 $ 20,001,617
Growth Company Fund 474,341 units $ 13,755,772 $ 13,784,339
Loan Fund $ 5,532,877 $ 5,532,877
Grand Total - All Funds $135,294,305 $139,258,990
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Schedule II
EMPLOYEE SAVINGS FUND PLAN
FOR REPRESENTED EMPLOYEES OF
NIAGARA MOHAWK POWER CORPORATION
TRANSACTIONS OR SERIES OF TRANSACTIONS IN EXCESS OF
5% OF THE CURRENT VALUE OF PLAN ASSETS
YEAR ENDED DECEMBER 31, 1993
Single Transactions in Excess of 5% of the Current Value of Plan Assets:*
Identity of Description Value of Value Cost of
Party Involved of Assets Purchases of Sales Asset Net Gain
None
Series of Transactions in Excess of 5% of the Current Value of Plan Assets:*
Identity of Description Number of Number of Value of Value Cost of
Party Involved of Assets Purchases Sales Purchases of Sales Asset Net Gain
<S> <C> <C> <C> <C> <C> <C> <C>
Fidelity Fixed Income Fund 253 204 $27,060,184 $12,382,881 $12,382,881 $ -
Niagara Mohawk
Power Corporation Common Stock 252 250 19,882,057 59,873,227 41,183,139 18,690,088
Fidelity Growth Company 239 121 14,145,434 4,013,307 3,919,703 93,604
Fund
Fidelity Growth and Income 251 109 17,454,061 3,213,753 3,097,758 115,995
Portfolio
Fidelity US Equity Index 234 195 9,179,462 7,261,519 6,803,471 458,048
Portfolio
<PAGE>
* Based upon the current value at the beginning of the plan year.
</TABLE>
<PAGE>
<TABLE>
EMPLOYEE SAVINGS FUND PLAN FOR REPRESENTED EMPLOYEES OF
NIAGARA MOHAWK POWER CORPORATION
STATEMENT OF NET ASSETS BY FUND
DECEMBER 31, 1993
<CAPTION>
GOVERNMENT
MONEY U.S. EQUITY FIXED US BOND
MARKET INDEX INCOME INDEX
STOCK FUND PORTFOLIO PORTFOLIO FUND PORTFOLIO
ASSETS
<S> <C> <C> <C> <C> <C>
INVESTMENTS
Common Stock of
Niagara Mohawk
Power Corporation
at market value
(cost - $139,734,768;
9,223,043 shares)
Other Investments $186,766,621 $ - $ - $ - -
(See Schedule I) 2,145,188 5,873,470 33,927,910 51,827,646 $6,165,943
NET ASSETS $188,911,809 $5,873,470 $33,927,910 $51,827,646 $6,165,943
GROWTH
AND GROWTH
INCOME COMPANY
PORTFOLIO FUND LOAN FUND TOTAL
ASSETS
INVESTMENTS <C>
Common Stock of
Niagara Mohawk
Power Corporation
at market value
(cost - $139,734,768;
9,223,043 shares)
Other Investments $ - $ - $ - $186,766,621
(See Schedule I) 20,001,617 13,784,339 5,532,877 139,258,990
NET ASSETS $20,001,617 $13,784,339 $5,532,877 $326,025,611
</TABLE>
<PAGE>
<TABLE>
EMPLOYEE SAVINGS FUND PLAN FOR REPRESENTED EMPLOYEES OF
NIAGARA MOHAWK POWER CORPORATION
STATEMENT OF NET ASSETS BY FUND
DECEMBER 31, 1992
<CAPTION>
GOVERNMENT U.S.
MONEY EQUITY GROWTH
MARKET INDEX FIXED US BOND AND
PORTFOLIO PORTFOLIO INCOME INDEX INCOME
STOCK FUND (A) (B) FUND PORTFOLIO PORTFOLIO
ASSETS
<S> <C> <C> <C> <C> <C> <C>
INVESTMENTS
Common Stock of
Niagara Mohawk
Power Corporation
at market value
(cost-$158,638,528;
10,637,755 shares $203,447,064 $ - $ - $ - $ - $ -
Other Investments 2,397,321 5,338,483 30,323,997 37,150,344 2,163,028 4,525,477
NET ASSETS $205,844,385 $5,338,483 $30,323,997 $37,150,344 $2,163,028 $4,525,477
GROWTH
COMPANY
FUND LOAN FUND TOTAL
ASSETS
INVESTMENTS
Common Stock of
Niagara Mohawk
Power Corporation
at market value
(cost-$158,638,528;
10,637,755 shares)
Other Investments $ - $ - $203,447,064
(See Schedule I) 3,559,400 3,709,551 89,167,601
NET ASSETS $3,559,400 $3,709,551 $292,614,665
(A) FORMERLY (THROUGH JUNE 30, 1992) THE GOVERNMENT FUND
<PAGE>
(B) FORMERLY (THROUGH JUNE 30, 1992) THE COMMINGLED EQUITY FUND
</TABLE>
<PAGE>
<TABLE>
EMPLOYEE SAVINGS FUND PLAN FOR REPRESENTED EMPLOYEES OF
NIAGARA MOHAWK POWER CORPORATION
STATEMENT OF CHANGES IN NET ASSETS BY FUND
FOR THE YEAR ENDED DECEMBER 31, 1992
<CAPTION>
GOVERNMENT U.S.
MONEY EQUITY GROWTH
MARKET INDEX FIXED US BOND AND
PORTFOLIO PORTFOLIO INCOME INDEX INCOME
STOCK FUND (A) (B) FUND PORTFOLIO PORTFOLIO
---------- --------- --------- ------ --------- ---------
ADDITIONS
<S>
Investment income:
Net appreciation (depreciation) <C> <C> <C> <C> <C> <C>
in fair value of net assets $ 7,958,927 $ (24) $(9,144,931) $ 6,798 $ (13,019) $ 84,676
Dividends on Niagara Mohawk Power
Corporation Common Stock 8,450,961 - - - - -
Realized gains 4,580,909 - 10,566,617 - 58 889
Interest and dividend Income 134,374 169,333 426,490 2,618,487 37,754 50,531
21,125,171 169,309 1,848,176 2,625,285 24,793 136,096
Contributions
Participant contributions 9,375,360 847,991 4,240,841 4,574,203 25,048 82,649
Niagara Mohawk Power Corporation 6,870,549 - - - - -
16,245,909 847,991 4,240,841 4,574,203 25,048 82,649
TOTAL ADDITIONS 37,371,080 1,017,300 6,089,017 7,199,488 49,841 218,745
DEDUCTIONS
Participant loan payments - - - - - -
Accounts withdrawn 12,999,237 292,695 890,730 1,858,208 26 1,008
Participant loans 1,486,211 7,539 653,634 271,616 - 8,199
Plan expenses 189,501 10,722 45,381 72,342 491 1,032
Employees accounts transferred 14,024,648 (886,694) 383,394 (2,703,242) (2,113,704) (4,316,971)
TOTAL DEDUCTIONS 28,699,597 (575,738) 1,973,139 (501,076) (2,113,187) (4,306,732)
INCREASE IN NET ASSETS 8,671,483 1,593,038 4,115,878 7,700,564 2,163,028 4,525,477
Net assets, beginning of year 197,172,902 3,745,445 26,208,119 29,449,780 - -
Net assets, end of year $205,844,385 $5,338,483 $30,323,997 $37,150,344 $2,163,028 $4,525,477
1--To eliminate inter fund transfers in consolidation. (A) FORMERLY (THROUGH JUNE 30, 1992) THE GOVERNMENT FUND
(B) FORMERLY (THROUGH JUNE 30, 1992) THE COMMINGLED EQUITY FUND
</TABLE>
<PAGE>
<TABLE>
EMPLOYEE SAVINGS FUND PLAN FOR REPRESENTED EMPLOYEES OF
NIAGARA MOHAWK POWER CORPORATION
STATEMENT OF CHANGES IN NET ASSETS BY FUND
FOR THE YEAR ENDED DECEMBER 31, 1992
<CAPTION>
GROWTH
COMPANY
FUND LOAN FUND ADJUSTMENTS (1) TOTAL
---------- --------- --------------- ------
ADDITIONS
<S>
Investment income:
Net appreciation (depreciation) <C> <C> <C> <C>
in fair value of net assets $ 29,750 $ - $(1,077,823)
Dividends on Niagara Mohawk Power
Corporation Common Stock - - 8,450,961
Realized gains 2,219 - 15,150,692
Interest and dividend Income 122,060 191,239 3,750,268
154,029 191,239 26,274,098
Contributions
Participant contributions 67,739 - 19,213,831
Niagara Mohawk Power Corporation - - 6,870,549
67,739 - 26,084,380
TOTAL ADDITIONS 221,768 191,239 52,358,478
DEDUCTIONS
Participant loan payments - 1,033,024 (1,033,024) -
Accounts withdrawn 810 - 16,042,714
Participant loans 5,701 - (2,432,900) -
Plan expenses 827 - 320,296
Employee accounts transferred 1,033,024
(3,344,970) (2,426,502) 2,432,900 2,081,883
TOTAL DEDUCTIONS (3,337,632) (1,393,478) - 18,444,893
INCREASE IN NET ASSETS 3,559,400 1,584,717 - 33,913,585
Net assets, beginning of year - 2,124,834 258,701,080
Net assets, end of year $3,559,400 $3,709,551 $ - $292,614,665
1--To eliminate inter fund transfers in consolidation. (A) FORMERLY (THROUGH JUNE 30, 1992) THE GOVERNMENT FUND
(B) FORMERLY (THROUGH JUNE 30, 1992) THE COMMINGLED EQUITY FUND
</TABLE>
<PAGE>
<TABLE>
EMPLOYEE SAVINGS FUND PLAN FOR REPRESENTED EMPLOYEES OF
NIAGARA MOHAWK POWER CORPORATION
STATEMENT OF CHANGES IN NET ASSETS BY FUND
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
GOVERNMENT U.S.
MONEY EQUITY FIXED US BOND GROWTH
MARKET INDEX INCOME INDEX AND
STOCK FUND PORTFOLIO PORTFOLIO FUND PORTFOLIO INCOME
---------- --------- --------- ------ --------- PORTFOLIO
---------
ADDITIONS
<S>
Investment income:
Net appreciation (depreciation) <C> <C> <C> <C> <C> <C>
in fair value of net assets $ 5,178,448 $ - $1,466,487 $ - $ 19,381 $ 937,274
Dividends on Niagara Mohawk Power
Corporation Common Stock 9,235,959 - - - - -
Realized gains 8,645,388 - 219,524 - 42,568 298,558
Interest and dividend Income - 160,433 1,315,345 3,166,318 398,128 971,044
23,059,795 160,433 3,001,356 3,166,318 460,077 2,206,876
Contributions
Participant contributions 8,661,396 757,117 3,872,848 4,230,994 457,896 1,598,047
Niagara Mohawk Power Corporation 7,082,352 - - - -
15,743,748 757,117 3,872,848 4,230,994 457,896 1,598,047
TOTAL ADDITIONS 38,803,543 917,550 6,874,204 7,397,312 917,973 3,804,923
DEDUCTIONS
Participant loan payments (901,677) (41,554) (376,692) (430,606) (19,596) (133,363)
Accounts withdrawn 18,014,396 1,683,260 1,668,944 5,049,311 356,236 710,362
Participant loans 2,100,219 58,277 429,815 360,529 13,802 175,994
Plan expenses 128,900 2,307 13,047 17,996 2,079 7,946
Employee accounts transferred 36,394,281 (1,319,727) 1,535,177 (12,277,220) (3,437,463) (12,432,156)
TOTAL DEDUCTIONS 55,736,119 382,563 3,270,291 (7,279,990) (3,084,942) (11,671,217)
INCREASE (DECREASE) IN NET ASSETS (16,932,576) 534,987 3,603,913 14,677,302 4,002,915 15,476,140
Net assets, beginning of year 205,844,385 5,338,483 30,323,997 37,150,344 2,163,028 4,525,477
Net assets, end of year $188,911,809 $5,873,470 $33,927,910 $51,827,646 $6,165,943 $20,001,617
1--To eliminate inter fund transfers in consolidation.
</TABLE>
<PAGE>
<TABLE>
EMPLOYEE SAVINGS FUND PLAN FOR REPRESENTED EMPLOYEES OF
NIAGARA MOHAWK POWER CORPORATION
STATEMENT OF CHANGES IN NET ASSETS BY FUND
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
GROWTH
COMPANY
FUND LOAN FUND ADJUSTMENTS (1) TOTAL
---------- --------- --------------- ------
ADDITIONS
<S>
Investment income:
Net appreciation (depreciation) <C> <C> <C> <C>
in fair value of net assets $(114,953) $ - $ 7,486,637
Dividends on Niagara Mohawk Power
Corporation Common Stock - - 9,235,959
Realized gains 207,765 - 9,413,803
Interest and dividend Income 1,219,423 321,509 7,552,200
1,312,235 321,509 33,688,599
Contributions
Participant contributions 1,256,125 - 20,834,423
Niagara Mohawk Power Corporation - - 7,082,352
1,256,125 - 27,916,775
TOTAL ADDITIONS 2,568,360 321,509 61,605,374
DEDUCTIONS
Participant loan payments (109,754) 2,013,242 -
Accounts withdrawn 264,142 - 27,746,651
Participant loans 376,423 - (3,515,059) -
Plan expenses 8,243 - 180,518
Employee accounts transferred (8,195,633) (3,515,059) 3,515,059 267,259
TOTAL DEDUCTIONS (7,656,579) (1,501,817) - 28,194,428
INCREASE (DECREASE) IN NET ASSETS 10,224,939 1,823,326 - 33,410,946
Net assets, beginning of year 3,559,400 3,709,551 - 292,614,665
Net assets, end of year $13,784,339 5,532,877 $ - $326,025,611
1--To eliminate inter fund transfers in consolidation.
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Committee to administer the Employee Savings Fund Plan for Represented
Employees of Niagara Mohawk Power Corporation has duly caused this annual
report to be signed by the undersigned thereunto duly authorized.
Committee of the
Employee Savings Fund Plan
for Represented Employees of
Niagara Mohawk Power Corporation
DATE: April 11, 1994 BY/s/ David J. Arrington
David J. Arrington, Chairman
/s/ Darlene D. Kerr
Darlene D. Kerr, Member
/s/ Robert J. Patrylo
Robert J. Patrylo, Member
/s/ John W. Powers
John W. Powers, Member
/s/ Michael P. Ranalli
Michael P. Ranalli, Member
/s/ B. Ralph Sylvia
B. Ralph Sylvia, Member
11-K-REP.pej
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-42720) of Niagara Mohawk Power Corporation
of our report dated March 25, 1994 appearing on page 3 of this Form 11-K.
/s/Price Waterhouse
Syracuse, New York
June 24, 1994
<PAGE>
Exhibit 99(2)
Securities and Exchange Commission
Washington, D.C. 20549
-----------------------------------------------------------------
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
-----------------------------------------------------------------
(Mark one)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (Fee Required)
FOR FISCAL YEAR ENDED: DECEMBER 31, 1993
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (No fee required)
For the transition period from __________ to
----------------------------------------------------------------
Commission file number 1-2987
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
EMPLOYEE SAVINGS FUND PLAN
FOR NON-REPRESENTED EMPLOYEES OF
NIAGARA MOHAWK POWER CORPORATION
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
NIAGARA MOHAWK POWER CORPORATION
300 ERIE BOULEVARD WEST
SYRACUSE, NY 13202
<PAGE>
EMPLOYEE SAVINGS FUND PLAN
FOR NON-REPRESENTED EMPLOYEES OF
NIAGARA MOHAWK POWER CORPORATION
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Page
Report of Independent Accountants 3
Index to Financial Statements:
Statements of Net Assets at December 31, 1993
and 1992 4
Statements of Changes in Net Assets for the years
ended December 31, 1993 and 1992 5
Notes to Financial Statements 6
Supplemental Schedules (Note A):
I. Other Investments at December 31, 1993 13
II. Transactions or series of transactions in excess
of 5% of the current value of plan assets
for the year ended December 31, 1993 14
Note A - Schedules not included with this additional
financial data have been omitted because
they are not applicable.
Financial Statement Schedules:
Statements of Net Assets by Fund at
December 31, 1993 and 1992 15
Statements of Changes in Net Assets by Fund
for the years ended December 31, 1993 and 1992 17
Signature Page 19
Consent of Independent Accountants - Exhibit #23 20
<PAGE>
PRICE WATERHOUSE
REPORT OF INDEPENDENT ACCOUNTANTS
March 25, 1994
To the Participants and the
Administrative Committee
of the Employee Savings Fund Plan
for Non-Represented Employees of
Niagara Mohawk Power Corporation
In our opinion, the accompanying statements of net assets and the
related statements of changes in net assets present fairly, in
all material respects, the financial position of the Employee
Savings Fund Plan for Non-Represented Employees of Niagara Mohawk
Power Corporation at December 31, 1993 and 1992, and the changes
in its financial position for the years then ended, in conformity
with generally accepted accounting principles. These financial
statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the
opinion expressed above.
Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The additional
information included in Schedules I and II is presented for
purposes of additional analysis and is not a required part of the
basic financial statements but is additional information required
by ERISA. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ Price Waterhouse
<PAGE>
EMPLOYEE SAVINGS FUND PLAN
FOR NON-REPRESENTED EMPLOYEES OF
NIAGARA MOHAWK POWER CORPORATION
STATEMENTS OF NET ASSETS
DECEMBER 31, DECEMBER 31,
1993 1992
ASSETS
INVESTMENTS
Common Stock of Niagara Mohawk Power
Corporation, at market value (cost
$64,755,661 at December 31, 1993 and
$79,914,387 at December 31, 1992) $ 83,988,110 $ 99,364,626
Other investments, at market value --
Schedule I 126,395,679 89,073,766
NET ASSETS $210,383,789 $188,438,392
The accompanying notes and schedules are an integral part
of these financial statements.
<PAGE>
EMPLOYEE SAVINGS FUND PLAN
FOR NON-REPRESENTED EMPLOYEES OF
NIAGARA MOHAWK POWER CORPORATION
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE FOR THE
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1993 1992
ADDITIONS
Investment income:
Net appreciation (depreciation) in
fair value of net assets $ 4,372,235 $ (6,610,221)
Dividends on Niagara Mohawk Power
Corporation Common Stock 4,309,256 4,270,495
Realized gains on disposition of
investments 6,072,700 15,474,655
Interest and dividend income 7,144,475 3,888,846
21,898,666 17,023,775
Contributions:
Participants' contributions 14,225,090 12,613,257
Niagara Mohawk Power Corporation 4,362,940 4,288,646
18,588,030 16,901,903
Employee accounts transferred 267,259 2,081,883
TOTAL ADDITIONS 40,753,955 36,007,561
DEDUCTIONS
Accounts withdrawn 18,705,161 10,743,298
Plan expenses 103,397 246,005
TOTAL DEDUCTIONS 18,808,558 10,989,303
INCREASE IN NET ASSETS 21,945,397 25,018,258
Net assets, beginning of year 188,438,392 163,420,134
Net assets, end of year $210,383,789 $188,438,392
The accompanying notes and schedules are an integral part
of these financial statements.
<PAGE>
EMPLOYEE SAVINGS FUND PLAN
FOR NON-REPRESENTED EMPLOYEES OF
NIAGARA MOHAWK POWER CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993 and 1992
NOTE 1 - PLAN AMENDMENTS
Effective July 1, 1992, the trust for the Employee Savings Fund
Plan for Non-Represented Employees of Niagara Mohawk Power
Corporation (Plan) was transferred to Fidelity Investments
Institutional Services Company, Inc., 82 Devonshire Street,
Boston, MA 02109-3614. The record keeping and investment
management of the Plan also were transferred to Fidelity
Institutional Retirement Services Company, a division of Fidelity
Investments Institutional Services Company. The Fidelity
Management and Research Company handles the investment management
of Plan funds.
The four investment elections previously offered under the Plan
were replaced by similar mutual fund investment options at
Fidelity and since July 1, 1992, are handled as follows:
* monies that were invested in the Government Fund are now
invested in the Fidelity Retirement Government Money
Market Portfolio;
* monies invested in the Commingled Equity Index Fund (a
Standard & Poors (S&P) 500 Index Fund) are now invested in
the Fidelity U.S. Equity Index Portfolio (also a S&P 500
Index Fund);
* monies that were invested in the Fixed Income Fund are now
invested in the Fixed Income Fund, but now this Fund is
managed by Fidelity Management Trust Company;
* monies invested in Niagara Mohawk Power Corporation
(Company) Common Stock (including the Company match) will
continue to be invested in Company Common Stock.
In addition, three new mutual fund investment options were made
available:
* Fidelity Growth and Income Portfolio
* Fidelity Growth Company Fund
* Fidelity U.S. Bond Index Portfolio
An additional mutual fund was made available February 1, 1994.
* Fidelity Overseas Fund
Further changes as a result of the transfer to Fidelity are
discussed in more detail in the notes which follow.
<PAGE>
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
The accounting records of the Plan are maintained on the accrual
basis. The accounting principles and practices which affect the
more significant elements of the financial statements are:
Valuation of Investments - Company Common Stock is valued at the
closing market price on the last business day of the year.
Investment units in the U.S. Equity Index Portfolio, the U.S.
Bond Index Portfolio, the Growth and Income Portfolio, Growth
Company Fund and Overseas Fund are valued at the year end market
value of the underlying securities in the Fund. Investment units
in the Fixed Income Fund and Government Money Market Portfolio
are valued at a constant $1 per unit and are supported by
insurance contracts and U.S. Government Obligations,
respectively. Temporary investments in short-term cash funds are
also valued at a constant $1 per unit. Net unrealized
appreciation or depreciation for the year is reflected in the
Statements of Changes in Net Assets for each of the funds.
Investment income - Dividend income from the Stock Fund is
recognized as of the ex-dividend date and income from government
securities and temporary cash investments is recognized as
earned. Dividend and interest income and realized gains and
losses from the sale of underlying securities of the Equity Index
Portfolio, the U.S. Bond Index Portfolio, the Growth and Income
Portfolio, Growth Company Fund and Overseas Fund, increase or
decrease the value of a unit. The cost of investments used in
determining realized and unrealized gains and losses is based on
the revalued cost method. Income from insurance contracts and
U.S. Government Obligations in the Fixed Income Fund and
Government Money Market Portfolio, respectively, is reinvested in
additional units of the Fund.
Contributions - Contributions from employees and the Company are
based upon amounts authorized to be withheld from the base salary
of employees and matched, to the extent applicable, by the
Company.
Transfers - Assets transferred to the Plan representing the
accounts of participants whose job status changed from
represented to non-represented, are valued at market. In
addition, participants may transfer amounts representing basic
and unmatched contributions and income thereon from one fund to
another within the guidelines of the Plan.
Withdrawals - Assets withdrawn from the Plan by participants
during the year are valued using an average market price on the
date such assets are accumulated to pay withdrawals.
Loans - Loans to participants are valued at their outstanding
principal amount.
Administrative costs - All administrative costs, principally
legal, audit and trustee fees, are paid directly by the Plan;
investment management expenses of each fund are deducted from the
assets of that fund.
<PAGE>
NOTE 3 - DESCRIPTION OF THE PLAN
Eligibility - To be eligible, an employee must be 21 years of
age.
Administration - The Administrator of the Plan is the Company's
Employee Savings Fund Plan Committee. The assets of the Plan are
held and managed by the Trustee, Fidelity Investments
Institutional Services Company, Incorporated. With the exception
of the Stock Fund, the Trustee has the discretion to determine
the composition of the investments in the Funds.
The Company expects to continue the Plan indefinitely but has
reserved the right to amend or terminate the Plan at any time.
If terminated, all contributions of the Company cease and the
trust continues until all assets held by the trust are
distributed.
The Plan is not subject to, nor insured by, the Pension Benefit
Guaranty Corporation established by the Employee Retirement
Income Security Act of 1974.
Contributions - Participants may contribute from 2% to 15% of
their base wage or salary on a before-tax basis, from 2% to 10%
on an after-tax basis, or a combination thereof and elect to have
their contributions invested in common stock of the Company
(Stock Fund), U.S. Government securities (Government Money Market
Portfolio), equity investments (U.S. Equity Index Portfolio),
fixed income investments (Fixed Income Fund), treasury, agency,
mortgage and corporate securities (the U.S. Bond Index
Portfolio), common stock, bonds and convertibles (the Growth and
Income Portfolio or Growth Company Fund) and beginning in 1994,
foreign securities (the Overseas Fund). Subject to limitations
based upon a participant's length of service and age, the Company
contributes, out of current or accumulated profits, an amount
equal to one-half of the participant's first 2%-6% of
contributions. Company contributions are invested entirely in
the Stock Fund and are fully and immediately vested upon being
credited to the participant's account.
The maximum amount a participant can contribute to the Plan on a
before-tax basis is limited per year by the Internal Revenue
Service. Such limitations were $8,994 for 1993 and $8,728 for
1992.
Withdrawals - A participant may elect to withdraw all or part of
the stock and cash attributable to his after-tax contributions,
generally on the 1st or 15th of any month. Contributions made on
a before-tax basis may not be withdrawn until a participant
attains age 59 1/2, except for death, disability, retirement or
under certain circumstances of hardship, in which case the
participant may be subject to tax penalties.
Participant Loan Provision - Participants in the Plan may obtain
a loan in any amount between a minimum of $1,000 and a maximum of
$50,000 but not more than 50% of the participant's before-tax
contributions and earnings thereon. Loans may be obtained on a
semi-monthly basis and the interest rate charged will be the
prevailing prime commercial rate plus 1% at the time of the loan.
Loans will be secured by a lien on the borrowing participant's
<PAGE>
plan account. Effective February 1, 1994, participants may
obtain a second loan for any of the following reasons: 1)
purchase of a principal residence; 2) post-secondary education
for individual or dependents; 3) reimbursement for medical
expenses; and, 4) avoidance of foreclosure or eviction from a
principal residence.
The Plan participant may elect a repayment period of from one to
five years, over which the loan will be repaid by level payroll
deductions. Loan repayments will be invested in the Plan's fund
accounts according to the participant's current allocation of
before-tax contributions.
Participants - At December 31, 1993, there were 3,202 employees
participating in the Plan with balances in one or more of the
Funds as follows:
Number of
Participants
Stock Fund 1,290
Government Money Market
Portfolio 446
U.S. Equity Index Portfolio 1,837
Fixed Income Fund 1,821
U.S. Bond Index Portfolio 568
Growth and Income Portfolio 1,324
Growth Company Fund 1,100
Loan Fund 821
Common stock purchases - Purchases of common stock of the Company
may be made by the Trustee directly from the Company at the mean
of the quoted high and low selling price, as reported for the day
on which the purchase is made, or the purchase may be made on any
exchange, through any broker-dealer or from other stockholders.
Cost of shares purchased on an exchange includes brokers fees.
Investments in the Stock Fund are stated in units, not shares.
The value of a unit reflects the combined market value of a share
of common stock and the cash or liquid investments held by the
Stock Fund. The Stock Fund keeps some of its assets in cash or
liquid investments so that Plan participants may trade into and
out of the Stock Fund on any business day. This requires it to
be unitized. Unitization does not change the market value of a
participant's investment, only the manner in which that value is
expressed.
The equivalent number of shares of common stock a participant
owns on any given day can be determined by multiplying the total
number of units owned by the unit value on that day and then
dividing that amount by the common stock market price for that
day.
<PAGE>
NOTE 4 - ACCOUNT VALUES
Interests in the funds are represented by "units" of
participation. The value of a unit is determined on a daily
basis by dividing the current fair market value of the assets in
each fund by the total number of units in each fund. Each
participant's account in a particular fund is credited each day
with the number of units determined by dividing the participants
contribution to the fund by the unit value as determined at the
end of that day.
The values and units of participation in the funds consisted of:
DECEMBER 31, DECEMBER 31,
1993 1992
Stock Fund:
Number of units 7,491,208 9,770,193
Value of unit $11.34 $10.29
Number of shares 4,147,561 5,195,536
Market value at end of year $20.25 $19.125
Government Money Market
Portfolio:
Number of units 3,520,555 3,333,487
Value per unit $1.00 $1.00
U.S. Equity Index Portfolio:
Number of units 1,731,048 1,778,194
Value per unit $17.27 $16.38
Fixed Income Fund:
Number of units 47,268,355 39,577,692
Value per unit $1.00 $1.00
U.S. Bond Index Portfolio:
Number of units 547,261 220,015
Value per unit $11.00 $10.76
Growth and Income Portfolio:
Number of units 936,461 295,653
Value per unit $22.22 $19.71
Growth Company Fund:
Number of units 459,133 138,365
Value per unit $29.06 $27.64
<PAGE>
<TABLE>
<CAPTION>
NOTE 5 - REALIZED GAIN/LOSS ON DISPOSITION OF INVESTMENTS
The amounts of realized gains or losses arising from the transactions in investments
during the periods are as follows:
Revalued
Year Units/Shares Cost Basis Net Proceeds Gains/Losses
<S> <C> <C> <C> <C> <C>
Stock Fund 1993 3,099,389 $31,892,711 $37,262,706 $ 5,369,995
1992 1,803,376 $15,974,853 $20,124,160 $ 4,149,307
U.S. Equity Index 1993 478,297 $ 7,834,492 $ 8,056,916 $ 222,424
Portfolio 1992 774,913 $21,859,790 $33,184,334 $11,324,544
U.S. Bond Index 1993 116,192 $ 1,250,223 $ 1,292,361 $ 42,138
Portfolio 1992 - - - -
Growth and Income 1993 141,791 $ 2,794,710 $ 3,069,705 $ 274,995
Portfolio 1992 - - - -
Growth Company Fund 1993 102,780 $ 2,840,839 $ 3,003,987 $ 163,148
1992 - - - -
Share/units were sold to fund cash withdrawals and transfers.
</TABLE>
<PAGE>
NOTE 6 - FEDERAL INCOME TAX STATUS
The Internal Revenue Service has ruled that the Plan, as amended
January 1, 1987, qualifies under Internal Revenue Code Sections
401(a) and 401(k) and the Trust formed under the Plan is exempt
from Federal income tax under Internal Revenue Code section
501(a) subject to Internal Revenue Service (IRS) determination
that the Plan amendments comply with the Tax Reform Act of 1986,
and thus continues to meet the requirements of Sections 401(a)
and 401(k) of the Internal Revenue Code, and that the Trust
formed under the Plan remains exempt from income tax under
Section 501(a) of the Internal Revenue Code. The ESFP Committee
believes that Plan changes subsequent to January 1, 1987,
including the 1992 changes, do not affect the tax-exempt status
of the Plan or the Trust thereunder and will seek IRS re-
determination.
<PAGE>
<TABLE>
EMPLOYEE SAVINGS FUND PLAN
FOR NON-REPRESENTED EMPLOYEES OF
NIAGARA MOHAWK POWER CORPORATION Schedule I
OTHER INVESTMENTS
DECEMBER 31, 1993
<CAPTION>
Balance held at end of Market Value
Name of issuer and title of issue year. Number of units Cost at end of year
Stock Fund:
<S> <C> <C> <C>
Fidelity Short Term Investment 962,189 units $ 962,189 $ 962,189
Fund
Government Money Market Portfolio 3,520,555 units $ 3,520,555 $ 3,520,555
U.S. Equity Index Portfolio 1,731,048 units $ 27,495,981 $ 29,895,195
Fixed Income Fund 47,268,355 units $ 47,268,355 $ 47,268,355
U.S. Bond Index Portfolio 547,261 units $ 5,990,755 $ 6,019,870
Growth and Income Portfolio 936,461 units $ 19,517,228 $ 20,808,168
Growth Company Fund 459,133 units $ 13,302,400 $ 13,342,402
Loan Fund $ 4,578,945 $ 4,578,945
Grand Total - All Funds $122,636,408 $126,395,679
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EMPLOYEE SAVINGS FUND PLAN
FOR NON-REPRESENTED EMPLOYEES OF
NIAGARA MOHAWK POWER CORPORATION Schedule II
TRANSACTIONS OR SERIES OF TRANSACTIONS IN EXCESS OF
5% OF THE CURRENT VALUE OF PLAN ASSETS
YEAR ENDED DECEMBER 31, 1993
Single Transactions in Excess of 5% of the Current Value of Plan Assets:*
Identity of Value Cost of
Party Involved Description of Assets of Purchases Value of Sales Asset Net Gain
None
Series of Transactions in Excess of 5% of the Current Value of Plan Assets:*
Identity of Description Number of Number of Value of Value Cost of
Party Involved of Assets Purchases Sales Purchases of Sales Asset Net Gain
<S> <C> <C> <C> <C> <C> <C> <C>
Niagara Mohawk Common Stock 248 240 $ 9,983,007 $37,262,706 $26,312,394 $10,950,312
Power Corporation
Fidelity Fixed Income Fund 236 177 19,807,364 12,116,701 12,116,701 -
Fidelity Growth Company 238 119 12,439,286 3,003,987 2,907,250 96,737
Fund
Fidelity Growth and Income 242 113 16,679,859 3,069,706 2,873,229 196,477
Portfolio
Fidelity U.S. Equity Index 223 190 7,288,493 8,056,917 7,518,477 538,440
Portfolio
* Based upon the current value at the beginning of the plan year.
</TABLE>
<PAGE>
<TABLE>
EMPLOYEE SAVINGS FUND PLAN
FOR NON-REPRESENTED EMPLOYEES OF
NIAGARA MOHAWK POWER CORPORATION
STATEMENT OF NET ASSETS BY FUND
DECEMBER 31, 1993
<CAPTION>
GOVERNMENT U.S. GROWTH
MONEY EQUITY FIXED US BOND AND
MARKET INDEX INCOME INDEX INCOME
STOCK FUND PORTFOLIO PORTFOLIO FUND PORTFOLIO PORTFOLIO
ASSETS
INVESTMENTS
<S> <C> <C> <C> <C> <C> <C>
Common Stock of
Niagara Mohawk
Power Corporation
at market value
(cost -
$64,755,661; $83,988,110 $ - $ - $ - $ - $ -
4,147,561 shares) 962,189 3,520,555 29,895,195 47,268,355 6,019,870 20,808,168
Other Investments
NET ASSETS $84,950,299 $3,520,555 $29,895,195 $47,268,355 $6,019,870 $20,808,168
GROWTH
COMPANY
FUND LOAN FUND TOTAL
ASSETS
INVESTMENTS
Common Stock of
Niagara Mohawk
Power Corporation
at market value
(cost -
$64,755,661;
4,147,561 shares) $ - $ - $83,988,110
Other Investments 13,342,402 4,578,945 126,395,679
NET ASSETS $13,342,402 $4,578,945 $210,383,789
<PAGE>
</TABLE>
<PAGE>
<TABLE>
EMPLOYEE SAVINGS FUND PLAN FOR NON-REPRESENTED EMPLOYEES OF
NIAGARA MOHAWK POWER CORPORATION
STATEMENT OF CHANGES IN NET ASSETS BY FUND
FOR THE YEAR ENDED DECEMBER 31, 1992
<CAPTION>
GOVERNMENT U.S.
MONEY EQUITY GROWTH
MARKET INDEX FIXED US BOND AND
PORTFOLIO PORTFOLIO INCOME INDEX INCOME
STOCK FUND (A) (B) FUND PORTFOLIO PORTFOLIO
---------- --------- --------- ------ --------- ---------
ADDITIONS
<S>
Investment income:
Net appreciation (depreciation) <C> <C> <C> <C> <C> <C>
in fair value of net assets $ 3,157,482 $ 1,152 $(9,933,177) $ 9,390 $ (17,277) $ 117,879
Dividends on Niagara Mohawk Power
Corporation Common Stock 4,270,495 - - - - -
Realized gain (loss) 4,149,307 - 11,324,544 - (24) 739
Interest and dividend Income 68,075 104,731 414,870 2,805,518 45,592 73,183
11,645,359 105,883 1,806,237 2,814,908 28,291 191,801
Contributions
Participant contributions 3,821,501 555,056 3,597,796 4,196,554 118,445 170,986
Niagara Mohawk Power Corporation 4,288,646 - - - - -
8,110,147 555,056 3,597,796 4,196,554 118,445 170,986
Employee accounts transferred (11,626,467) 500,280 (464,951) 3,928,276 2,223,150 5,508,863
TOTAL ADDITIONS 8,129,039 1,161,219 4,939,082 10,939,738 2,369,886 5,871,650
DEDUCTIONS
Participant loan payments - - - - - -
Accounts withdrawn 6,668,174 214,480 1,398,777 2,447,805 - 14,062
Participant loans 909,899 33,593 922,654 565,747 1,986 28,944
Plan expenses 94,228 13,035 49,069 86,937 539 1,328
TOTAL DEDUCTIONS 7,672,301 261,108 2,370,500 3,100,489 2,525 44,334
INCREASE IN NET ASSETS 456,738 900,111 2,568,582 7,839,249 2,367,361 5,827,316
Net assets, beginning of year 100,078,549 2,433,376 26,558,229 31,738,443 - -
Net assets, end of year $100,535,287 $3,333,487 $29,126,811 $39,577,692 $2,367,361 $5,827,316
1--To eliminate inter fund transfers in consolidation. (A) FORMERLY (THROUGH JUNE 30, 1992) THE GOVERNMENT FUND
(B) FORMERLY (THROUGH JUNE 30, 1992) THE COMMINGLED EQUITY FUND
</TABLE>
<PAGE>
<TABLE>
EMPLOYEE SAVINGS FUND PLAN FOR NON-REPRESENTED EMPLOYEES OF
NIAGARA MOHAWK POWER CORPORATION
STATEMENT OF CHANGES IN NET ASSETS BY FUND
FOR THE YEAR ENDED DECEMBER 31, 1992
<CAPTION>
GROWTH
COMPANY
FUND LOAN FUND ADJUSTMENTS (1) TOTAL
---------- --------- --------------- ------
ADDITIONS
Investment income:
<S> <C> <C> <C> <C>
Net appreciation (depreciation) $ 54,330 $ - $(6,610,221)
in fair value of net assets
Dividends on Niagara Mohawk Power
Corporation Common Stock - - 4,270,495
Realized gain (loss) 89 - 15,474,655
Interest and dividend Income 143,750 233,127 3,888,846
198,169 233,127 17,023,775
Contributions
Participant contributions 152,919 - 12,613,257
Niagara Mohawk Power Corporation - - 4,288,646
152,919 - 16,901,903
($1,473,251)
Employee accounts transferred 3,479,584 2,474,609 (2,468,210) 2,081,883
TOTAL ADDITIONS 3,830,672 2,707,736 (3,941,461) 36,007,561
DEDUCTIONS
Participant loan payments - 1,473,251 (1,473,251) -
Accounts withdrawn - - 10,743,298
Participant loans 5,387 - (2,468,210) -
Plan expenses 869 - 246,005
TOTAL DEDUCTIONS 6,256 1,473,251 ($3,941,461) 10,989,303
INCREASE IN NET ASSETS 3,824,416 1,234,485 25,018,258
Net assets, beginning of year - 2,611,537 163,420,134
Net assets, end of year $3,824,416 $3,846,022 - $188,438,392
1--To eliminate inter fund transfers in consolidation. (A) FORMERLY (THROUGH JUNE 30, 1992) THE GOVERNMENT FUND
(B) FORMERLY (THROUGH JUNE 30, 1992) THE COMMINGLED EQUITY FUND
<PAGE>
</TABLE>
<PAGE>
<TABLE>
EMPLOYEE SAVINGS FUND PLAN FOR
NON-REPRESENTED EMPLOYEES OF
NIAGARA MOHAWK POWER CORPORATION
STATEMENT OF NET ASSETS BY FUND
DECEMBER 31, 1992
<CAPTION>
GOVERNMENT U.S.
MONEY EQUITY GROWTH
MARKET INDEX FIXED US BOND AND
STOCK PORTFOLIO PORTFOLIO INCOME INDEX INCOME
FUND (A) (B) FUND PORTFOLIO PORTFOLIO
----- --------- --------- ------ --------- ---------
ASSETS
<S> <C> <C> <C> <C> <C> <C>
INVESTMENTS
Common Stock of Niagara Mohawk Power
Corporation at market value (cost -
$79,914,387; 5,195,536 shares) $ 99,364,626 - - - - -
Other Investments (See Schedule I) 1,170,661 $3,333,487 $29,126,811 $39,577,692 $2,367,361 $5,827,316
------------ ---------- ----------- ----------- ---------- ----------
NET ASSETS $100,535,287 $3,333,487 $29,126,811 $39,577,692 $2,367,361 $5,827,316
============ ========== =========== =========== ========== ==========
(A) FORMERLY (THROUGH JUNE 30, 1992) THE GOVERNMENT FUND
(B) FORMERLY (THROUGH JUNE 30, 1992) THE COMMINGLED EQUITY FUND
</TABLE>
<PAGE>
<TABLE>
EMPLOYEE SAVINGS FUND PLAN FOR
NON-REPRESENTED EMPLOYEES OF
NIAGARA MOHAWK POWER CORPORATION
STATEMENT OF NET ASSETS BY FUND
DECEMBER 31, 1992
<CAPTION>
GROWTH
COMPANY LOAN
FUND FUND TOTAL
----- --------- ---------
ASSETS
<S> <C> <C> <C>
INVESTMENTS
Common Stock of Niagara Mohawk Power
Corporation at market value (cost -
$79,914,387; 5,195,536 shares) $ - - $99,364,626
Other Investments (See Schedule I) 3,824,416 $3,846,022 89,073,766
------------ ---------- -----------
NET ASSETS $3,824,416 $3,846,022 $188,438,392
============ ========== ============
(A) FORMERLY (THROUGH JUNE 30, 1992) THE GOVERNMENT FUND
(B) FORMERLY (THROUGH JUNE 30, 1992) THE COMMINGLED EQUITY FUND
</TABLE>
<PAGE>
<TABLE>
EMPLOYEE SAVINGS FUND PLAN FOR NON-REPRESENTED EMPLOYEES OF
NIAGARA MOHAWK POWER CORPORATION
STATEMENT OF CHANGES IN NET ASSETS BY FUND
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
GOVERNMENT U.S. GROWTH
MONEY EQUITY FIXED US BOND AND
MARKET INDEX INCOME INDEX INCOME
STOCK FUND PORTFOLIO PORTFOLIO FUND PORTFOLIO PORTFOLIO
---------- --------- --------- ------ --------- ---------
ADDITIONS
Investment income:
<S> <C> <C> <C> <C> <C> <C>
Net appreciation (depreciation) $ 2,015,460 $ - $1,314,727 $ - $ 27,147 $1,095,363
in fair value of net assets
Dividends on Niagara Mohawk Power
Corporation Common Stock 4,309,256
Realized gains 5,369,995 222,424 42,138 274,995
Interest and dividend Income 0 93,513 1,195,667 2,970,168 399,951 996,571
11,694,711 93,513 2,732,818 2,970,168 469,236 2,366,929
Contributions
Participant contributions 3,180,926 472,515 3,067,637 3,561,130 587,129 1,907,686
Niagara Mohawk Power Corporation 4,362,940 - - - - -
7,543,866 472,515 3,067,637 3,561,130 587,129 1,907,686
Employee accounts transferred (25,260,576) 783,960 (3,402,593) 5,932,838 3,062,488 11,784,705
TOTAL ADDITIONS (6,021,999) 1,349,988 2,397,862 12,464,136 4,118,853 16,059,320
DEDUCTIONS
Participant loan payments (687,994) (63,093) (449,999) (459,066) (67,067) (218,498)
Accounts withdrawn 9,078,595 1,179,479 1,647,650 4,885,988 524,497 983,221
Participant loans 1,114,439 45,212 420,217 330,170 6,856 306,411
Plan expenses 57,949 1,322 11,610 16,381 2,058 7,334
TOTAL DEDUCTIONS 9,562,989 1,162,920 1,629,478 4,773,473 466,344 1,078,468
INCREASE (DECREASE) IN NET ASSETS (15,584,988) 187,068 768,384 7,690,663 3,652,509 14,980,852
Net assets, beginning of year 100,535,287 3,333,487 29,126,811 39,577,692 2,367,361 5,827,316
Net assets, end of year $ 84,950,299 $3,520,555 $29,895,195 $47,268,355 $6,019,870 $20,808,168
1--To eliminate inter fund transfers in consolidation.
</TABLE>
<PAGE>
<TABLE>
EMPLOYEE SAVINGS FUND PLAN FOR NON-REPRESENTED EMPLOYEES OF
NIAGARA MOHAWK POWER CORPORATION
STATEMENT OF CHANGES IN NET ASSETS BY FUND
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
GROWTH
COMPANY
FUND LOAN FUND ADJUSTMENTS (1) TOTAL
---------- --------- --------------- ------
ADDITIONS
Investment income/(loss):
<S> <C> <C> <C> <C>
Net appreciation (depreciation) $ - $ 4,372,235
in fair value of net assets $(80,462)
Dividends on Niagara Mohawk Power
Corporation Common Stock - - 4,309,256
Realized gains 163,148 - 6,072,700
Interest and dividend Income 1,186,562 302,043 7,144,475
1,269,248 302,043 21,898,666
Contributions
Participant contributions 1,448,067 - 14,225,090
Niagara Mohawk Power Corporation - - 4,362,940
1,448,067 - 18,588,030
Employee accounts transferred 7,366,437 2,546,716 (2,546,716) 267,259
TOTAL ADDITIONS 10,083,752 2,848,759 (2,546,716) 40,753,955
DEDUCTIONS
Participant loan payments (170,119) 2,115,836 0
Accounts withdrawn 405,731 18,705,161
Participant loans 323,411 (2,546,716) 0
Plan expenses 6,743 103,397
TOTAL DEDUCTIONS 565,766 2,115,836 (2,546,716) 18,808,558
INCREASE (DECREASE) IN NET ASSETS 9,517,986 732,923 21,945,397
Net assets, beginning of year 3,824,416 3,846,022 188,438,392
Net assets, end of year $13,342,402 4,578,945 $210,383,789
1--To eliminate inter fund transfers in consolidation.
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Committee to administer the Employee Savings Fund Plan
for Non-Represented Employees of Niagara Mohawk Power Corporation
has duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
Committee of the
Employee Savings Fund Plan
for Non-Represented Employees of
Niagara Mohawk Power Corporation
DATE: April 11, 1994 BY /s/David J. Arrington
David J. Arrington, Chairman
/s/ Darlene D. Kerr
Darlene D. Kerr, Member
/s/ Robert J. Patrylo
Robert J. Patrylo, Member
/s/ John W. Powers
John W. Powers, Member
/s/ Michael P. Ranalli
Michael P. Ranalli, Member
/s/ B. Ralph Sylvia
B. Ralph Sylvia, Member
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 (No. 33-42721) of Niagara
Mohawk Power Corporation of our report dated March 25, 1994,
appearing on page 3 of this Form 11-K.
/s/Price Waterhouse
Syracuse, New York
June 24, 1994
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
NIAGARA MOHAWK POWER CORPORATION
(Registrant)
Date June 24, 1994 By/s/ Steven W. Tasker
Steven W. Tasker
Vice President-Controller
and Principal Accounting Officer
<PAGE>
