As filed with the Securities and Exchange Commission on September 13, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
DATE OF REPORT - SEPTEMBER 4, 2000
Commission Registrant, State of Incorporation I.R.S. Employer
File Number Address and Telephone Number Identification No.
----------- ---------------------------------- ------------------
0-25595 NIAGARA MOHAWK HOLDINGS, INC. 16-1549726
(a New York corporation)
300 Erie Boulevard West
Syracuse, New York 13202
Telephone 315-474-1511
1-2987 NIAGARA MOHAWK POWER CORPORATION 15-0265555
(a New York corporation)
300 Erie Boulevard West
Syracuse, New York 13202
Telephone 315-474-1511
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ITEM 5. OTHER EVENTS
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(a) On September 5, 2000, Niagara Mohawk Holdings, Inc. ("Holdings") and
National Grid Group plc ("National Grid") issued a joint press release
announcing that they have signed a merger agreement dated September 4, 2000
under which National Grid will acquire Holdings through the formation of a
new National Grid holding company and the exchange of Holdings' shares for
a combination of cash and American Depositary Shares in the new holding
company. (See attached Exhibit No. 99-1).
(b) The terms and conditions of the merger are governed entirely by the Merger
Agreement. Any description of the Merger Agreement contained herein or in
the press release is qualified in its entirety by the Merger Agreement,
which is filed as Exhibit 99-2 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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Exhibits - Following is the list of Exhibits furnished in accordance with
the provisions of Item 601 of Regulation S-K, filed as part of this current
report on Form 8-K.
Exhibit 99-1 - Press Release issued on September 5, 2000 announcing that
Holdings and National Grid signed a merger agreement.
Exhibit 99-2 - Merger Agreement dated September 4, 2000 by and among
Holdings, National Grid, New National Grid Limited, and Grid Delaware, Inc.
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NIAGARA MOHAWK HOLDINGS, INC. AND SUBSIDIARY COMPANIES
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
each registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NIAGARA MOHAWK HOLDINGS, INC.
(Registrant)
By: /s/ Steven W. Tasker
-----------------------------------
Name: Steven W. Tasker
Title: Vice President - Controller
and Principal Accounting
Officer, in his respective
capacities as such
Date: September 13, 2000
NIAGARA MOHAWK POWER CORPORATION
(Registrant)
By: /s/ Steven W. Tasker
-----------------------------------
Name: Steven W. Tasker
Title: Vice President - Controller
and Principal Accounting
Officer, in his respective
capacities as such
Date: September 13, 2000
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<PAGE>
EXHIBIT INDEX
Following is the index of Exhibits furnished in accordance with the provisions
of Item 601 of Regulation S-K, filed as part of this current report on Form 8-K.
Exhibit No. 99-1 - Joint press release issued on September 5, 2000
announcing that Holdings and National Grid signed a merger agreement dated
September 4, 2000
Exhibit No. 99-2 - Merger Agreement dated September 4, 2000 by and among
Holdings, National Grid, New National Grid Limited, and Grid Delaware, Inc.
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