Filed Pursuant to Rule 424(b)(3)
File Number 333-55923
PROSPECTUS SUPPLEMENT DATED SEPTEMBER 18, 1998
TO
PROSPECTUS DATED JUNE 30, 1998
20,546,264 SHARES
NIAGARA MOHAWK POWER CORPORATION
COMMON STOCK PAR VALUE $1.00 PER SHARE
---------------------------
This Prospectus Supplement supplements information contained in the
Prospectus dated June 30, 1998 (the "Prospectus") relating to the potential sale
from time to time of up to 20,546,264 shares of common stock, par value $1.00
per share ("Common Stock"), of Niagara Mohawk Power Corporation, a New York
corporation (the "Company"), being sold by the shareholders of the Company (the
"Selling Shareholders"). The Company will not receive any proceeds of the sale
of shares of Common Stock by the Selling Shareholders. See "Selling
Shareholders." The Prospectus Supplement is not complete without, and may not be
delivered or utilized except in connection with, the Prospectus, including any
amendments or supplements thereto. Capitalized terms used herein but not defined
have the meanings assigned to such terms in the Prospectus.
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.
---------------------------
No dealer, salesperson or other person has been authorized to give any
information or to make any representation other than those contained in or
incorporated by reference into this Prospectus, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company, the Underwriters or any other person. This Prospectus does not
constitute an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any security other than the shares offered
hereby, an offer to sell or a solicitation of an offer to buy the Shares by
anyone in any jurisdiction in which such offer or solicitation is not authorized
or in which the person making such offer or solicitation is not qualified to do
so or to any person in any circumstances in which such offer or solicitation is
unlawful. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof or that the
information contained in this Prospectus is correct as of any time subsequent to
the date hereof.
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<PAGE>
SELLING SHAREHOLDERS
The table below sets forth the expected beneficial ownership of Common
Stock by each Selling Shareholder at September 18, 1998 and following the sale
of the shares of Common Stock offered by such Selling Shareholder. In connection
with the following transfers by certain Selling Shareholders named in the
Prospectus of some or all of their shares of Common Stock of the Company, this
Prospectus Supplement updates certain information contained in the "Selling
Shareholders" section of the Prospectus: (i) Iroquois Power distributed 36,000
shares to the Mahlon T. Clements Irrevocable Trust, 60,000 shares to Mahlon T.
Clements, and 100,000 shares to the International Valley Development
Corporation, (ii) Iroquois Power sold 195,593 shares, (iii) Beta Carthage, Inc.
transferred 611,801 shares to Besicorp Group, Inc, (iv) Beta C & S Limited
transferred 217,625 shares to Besicorp Group, Inc, (v) Beta South Glens Falls,
Inc. transferred 621,409 shares to Besicorp Group, Inc, (vi) Beta Natural Dam,
Inc. transferred 380,948 shares to Besicorp Group, Inc, (vii) Beta N Limited
transferred 526,071 shares to Besicorp Group, Inc, (viii) Beta Syracuse, Inc
transferred 894,934 shares to Besicorp Group, Inc, and (ix) Beta Beaver Falls,
Inc. transferred 1,362,982 shares to Besicorp Group, Inc.
<TABLE>
<CAPTION>
Shares of Common Stock Shares of Common Stock to be
Beneficially Owned Before Sale Beneficially Owned After Sale
Under this Prospectus(1)(2) Under this Prospectus (1) (2)
Shares to
Name of Selling Shareholder Number Percentage be sold Number Percentage
- --------------------------- ------ ---------- --------- ------ ----------
<S> <C> <C> <C> <C> <C>
Onondaga Cogeneration Limited 1,292,801 (3) 1,292,801 0 --
Partnership
c/o GPU International, Inc.
One Upper Pond Road
Parsippany, NJ 07054
Indeck-Ilion Limited Partnership 4,763,874(4) 2.54% 4,763,874(4) 0 --
Indeck Energy Services, Inc.
600 North Buffalo Grove Road
Buffalo Grove, IL 60089
Indeck-Yerkes Limited Partnership 4,763,874(4) 2.54% 4,763,874(4) 0 --
Indeck Energy Services, Inc.
600 North Buffalo Grove Road
Buffalo Grove, IL 60089
Indeck-Olean Limited Partnership 4,763,874(4) 2.54% 4,763,874(4) 0 --
Indeck Energy Services, Inc.
600 North Buffalo Grove Road
Buffalo Grove, IL 60089
Indeck-Oswego Limited Partnership 4,763,874(4) 2.54% 4,763,874(4) 0 --
Indeck Energy Services, Inc.
600 North Buffalo Grove Road
Buffalo Grove, IL 60089
Jones Capital Corporation 400,000 (3) 400,000 0 --
J.A. Jones Drive Charlotte, NC 28287
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<PAGE>
Energy Investors Fund, L.P. 420,581 (3) 420,581 0 --
200 Berkeley Street
20th Floor
Boston, MA 02116
Iroquois Power 195,593 (3) 195,593 0 --
c/o Clements & Duchame, P.C.
2 Judson Street
Canton, NY 10017
Mahlon T. Clements 96,000(5) (3) 96,000(5) 0 --
Irrevocable Trust
92 Coolidge Avenue
Queensbury, NY 12804
Mahlon T. Clements 96,000(5) (3) 96,000(5) 0 --
P.O. Box 255
Morristown, NY 13664
International Valley Development 100,000 (3) 100,000 0 --
Corporation
P.O. Box 255
Morristown, NY 13664
Energy Factors, Incorporated 7,787,306(6) 4.16% 7,680,206(7) 107,100(8) (3)
450 Lexington Avenue
37th Floor
New York, NY 10017
Energy Corporation of America 187,035 (3) 187,035 0 --
4643 South Ulster Street
Suite 1100
Denver, CO 80237-2867
Sithe Energies, Inc. 7,787,306(6) 4.16% 7,680,206(7) 107,100(8) (3)
450 Lexington Avenue
37th Floor
New York, NY 10017
Sithe Energies U.S.A., Inc. 7,787,306(6) 4.16% 7,680,206(7) 107,100(8) (3)
450 Lexington Avenue
37th Floor
New York, NY 10017
Sundance Energy, Ltd. 494,404 (3) 494,404 0 --
380 Cemetery Road
Oswego, NY 13126
Besicorp Group, Inc. 4,615,771 2.46% 4,615,770 1 (3)
1151 Flatbush Road
Kingston, NY 12401
Harold N. Kamine 300,000 (3) 300,000 0 --
c/o Kamine Development Corp.
1545 Rt. 206
Suite 300
Bedminster, NJ 07921-2567
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<FN>
(1) Based on the number of shares of Common Stock outstanding on June 30,
1998. Beneficial ownership is determined in accordance with rules of the
Commission and includes shares over which the indicated beneficial owner
exercises voting and/or investment power.
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<PAGE>
(2) Each IPP Party that holds 2% or more of the outstanding Common Stock
and any designee of IPP Parties that holds more than 4.9% of the
outstanding Common Stock upon the consummation of the MRA, together with
certain but not all affiliates (collectively, "2% Shareholders"), entered
into certain shareholder agreements (the "Shareholders Agreements").
Pursuant to each Shareholder Agreement, the 2% Shareholders agree that for
five years from the consummation of the MRA they will not acquire more than
an additional 5% of the outstanding Common Stock (resulting in ownership in
all cases of no more than 9.9%) or take any actions to attempt to acquire
control of the Company, other than certain permitted actions in response to
unsolicited actions by third parties. The 2% Shareholders generally vote
their shares on a "pass-through" basis, in the same proportion as all
shares held by other shareholders are voted, except that they may vote in
their discretion (i) for extraordinary transactions and (ii) for directors
when there is a pending proposal to acquire the Company.
(3) Less than 1%.
(4) Includes (i) 1,463,505 shares held by Indeck-Ilion Limited Partnership,
(ii) 1,116,806 shares held by Indeck-Yerkes Limited partnership, (iii)
1,993,911 shares held by Indeck-Olean Limited Partnership, and (iv) 189,652
shares held by Indeck-Oswego Limited Partnership.
(5) Includes (i) 36,000 shares held by the Mahlon T. Clements Irrevocable
Trust and (ii) 60,000 shares held by Mahlon T. Clements.
(6) Includes (i) 4,350,569 shares held by Energy Factors, Incorporated,
(ii) 1,683,311 shares held by Sithe Energies U.S.A., Inc., and (iii)
1,753,426 shares held by Sithe Energies, Inc.
(7) Includes (i) 4,350,569 shares held by Energy Factors, Incorporated,
(ii) 1,683,311 shares held by Sithe Energies U.S.A., Inc., and (iii)
1,646,326 shares held by Sithe Energies, Inc.
(8) Includes 107,100 shares held by Sithe Energies, Inc.
</FN>
</TABLE>
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