SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Pursuant to Rule 14a-12
NIAGARA MOHAWK HOLDINGS, INC.
NIAGARA MOHAWK POWER CORPORATION
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(Name of Each Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it is determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing or which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date
of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
Editorial by Darlene Kerr, Executive Vice President, published in the Chamber
News (A Greater Syracuse Chamber of Syracuse Publication) in the October
2000 publication.
To the increasing list of positive economic news for upstate New York, another
event can be added: the announced merger of Niagara Mohawk Holdings, Inc. with
National Grid Group, a rapidly growing global energy delivery and
telecommunications company.
For Syracuse especially the announcement is significant and positive. The
merger represents a substantial investment in the upstate economy. It will when
completed, subject to regulatory approval, make Niagara Mohawk part of a global
enterprise, with the strength and resources of a global organization. While
thinking globally, however, National Grid has shown itself to be a company that
acts locally. This has been evident in its earlier acquisitions of New England
Electric System (NEES) and Eastern Utilities Associates (EUA).
While becoming a National Grid company, Niagara Mohawk will maintain its
name and keep its operating headquarters in Syracuse. William E. Davis,
chairman and chief executive officer of Niagara Mohawk, will become chairman of
National Grid USA and an executive director of National Grid, but likewise will
maintain his office in Syracuse.
Importantly, National Grid has publicly committed that it will "continue
Niagara Mohawk's excellent record of corporate citizenship." It has also
assured customers that "the same people who serve Niagara Mohawk customers and
live in their neighborhoods will continue to do so."
Niagara Mohawk brings to National Grid a dedicated workforce and the
infrastructure and customer base to make it the ninth largest electric utility
in the U.S. and the second largest distribution business in the New York and
New England market. At the same time, National Grid brings to Niagara Mohawk
And its customers its experience in operating a reliable, low-cost transmission
And distribution company that has consistently received high marks for customer
service.
This is a merger that adds to - not detracts from - the upstate and
Syracuse economy.
<PAGE>
National Grid Group plc and Niagara Mohawk will be filing a proxy statement and
other relevant documents concerning the merger with the United States Securities
and Exchange Commission (the "SEC"). WE URGE INVESTORS TO READ THE PROXY
STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, BECAUSE
THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the
documents free of charge at the SEC's website, http://www.sec.gov or at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.
In addition, documents filed with the SEC by Niagara Mohawk will be available
free of charge by contacting Niagara Mohawk at the following address and
telephone number: Investor Relations, Niagara Mohawk Holdings, Inc., 300 Erie
Boulevard West, Syracuse, NY 13202, telephone: 315-428-3134. Documents filed
with the SEC by National Grid can be obtained by contacting National Grid at
the following address and telephone number: David Forward, National Grid Group
plc, 15 Marylebone Road, London, NW1 5JD, telephone: 020-7312-5600.
PLEASE READ THE PROXY STATEMENT CAREFULLY BEFORE MAKING A DECISION CONCERNING
THE MERGER.
This document does not constitute a solicitation by Niagara Mohawk or its board
of directors of any approval or action of its shareholders. Niagara Mohawk and
its board of directors will be soliciting proxies from Niagara Mohawk
shareholders in favor of the merger. You can obtain more information about
Niagara Mohawk's directors and officers and their beneficial interests in
Niagara Mohawk's common stock and in the transaction, which will constitute a
"change in control" for purposes of the employment agreements of certain Niagara
Mohawk executives, by accessing Niagara Mohawk's 2000 Proxy Statement available
on the SEC's website, http://www.sec.gov, and Niagara Mohawk's website,
http://www.niagaramohawk.com. Updated information with respect to the security
holdings of these individuals, and their interests in the transaction and the
solicitation, will be included in the final proxy statement to be filed with the
SEC.
