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>
[Letter to Retirees dated September 2000]
[LOGO - Niagara Mohawk; Letterhead of David J. Arrington,
Senior Vice President and Chief Administrative Officer]
September 2000
Dear Retiree:
As you probably know by now, on Tuesday, September. 5, we announced that Niagara
Mohawk will merge with National Grid USA to form one of the largest electric and
gas utilities in the United States. It is an exciting combination that will
create substantial value for our shareholders, our employees, customers and for
the upstate New York economy.
National Grid USA, which is owned by the London-based National Grid Group plc,
currently includes the former NEES and the former EUA, which provide electricity
service in Massachusetts, Rhode Island and New Hampshire.
In merging with National Grid USA, Niagara Mohawk will become part of a larger,
more powerful company in a rapidly consolidating industry. We will be better
positioned to compete more effectively in a deregulated marketplace and will be
better able to attract new industry and new jobs to our region. National Grid
also sees our gas business, with its extensive network and depth of expertise,
as a potential platform for new growth.
Importantly, we will retain our respected name, our Syracuse operating
headquarters and our long-standing commitment to the communities we have served
so well for so long.
For retiree investors, our merger with National Grid USA presents you with an
opportunity to realize a significant premium on your holdings. Under the terms
of the transaction, Niagara Mohawk shareholders will receive consideration of
$19.00 per Niagara Mohawk share, subject to the dollar value of five National
Grid ordinary shares being between $32.50 and $51.00. In the event that the
dollar value of five National Grid ordinary shares is greater than $51.00, the
per share consideration received by Niagara Mohawk shareholders will increase by
two-thirds of the percentage of the increase in value over $51.00. In the event
that the dollar value of five National Grid ordinary shares is less than $32.50,
the per share consideration received by Niagara Mohawk shareholders will
decrease by two-thirds of the percentage of the decrease in value below $32.50.
Pending state and federal regulatory approval, we expect our merger to be
concluded late next year. In the meantime, I will keep you informed of related
developments. If you have additional questions on this transaction, please call
our Merger Hotline at 1-800-278-2284.
In closing, I offer you my continuing appreciation for your years of dedicated
service to Niagara Mohawk. You have all contributed to our rich history and past
successes on which our future will be built.
Sincerely,
/s/David J. Arrington
<PAGE>
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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.
CAUTIONARY STATEMENT -- Certain information in this letter concerning the
transaction with National Grid is forward-looking, including statements
regarding the consideration per share that Niagara Mohawk's shareholders are
projected to receive from the transaction and Niagara Mohawk's expectation as to
the closing date of the transaction. Forward-looking information is based on
management's estimates, assumptions and projections, and is subject to
significant uncertainties, many of which are beyond Niagara Mohawk's control.
Important risk factors could cause the actual future results to differ
materially from those currently estimated by management. Risk factors that could
materially affect statements made concerning the National Grid transaction
include, but are not limited to: the timely receipt of necessary shareholder,
regulatory and other consents and approvals needed to complete the transaction,
which could be delayed for a variety of reasons related or not related to the
transaction itself; the fulfillment of all of the closing conditions specified
in the transaction documents; and the dollar equivalent of the market price of
National Grid ordinary shares.
