1 February 24, 1994 Securities and Exchange Commission Washington, D.C. 20549 Gentlemen: We are filing a copy of the report of Niagara Mohawk Power Corporation on Form 8-K dated February 24, 1994. We have also filed this report with the New York State Stock Exchange. Very truly yours, Steven W. Tasker Vice President - Controller SWT:gms 8-K-cvr.edg SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT - FEBRUARY 24, 1994 NIAGARA MOHAWK POWER CORPORATION - -------------------------------- (Exact name of registrant as specified in its charter) State of New York 15-0265555 - ----------------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Commission file Number 1-2987 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 Item 5. Other Events - -------------------- On February 23, 1994, Standard & Poors (S&P) announced that they were lowering their ratings on Company securities. These revised S&P ratings are now as follows: senior secured debt (including First Mortgage Bonds) to BBB- from BBB, senior unsecured debt and preferred stock to BB+ from BBB- and commercial paper to A-3 from A-2. In addition, S&P announced that the ratings outlook for the Company would continue to be negative. A number of factors reflecting "prospects for insufficient financial improvement" were considered in S&P's decision to downgrade, including large and increasing purchased power costs required to be paid to unregulated generators, weak sales growth prospects because of the sluggish economy in the Company's service territory and the potential for modest revenue losses resulting from discounted rates to larger customers who may otherwise bypass the Company's electric system for other suppliers. S&P noted that the Company has taken steps to control operating expenses and limit exposure to unregulated generator costs and to otherwise improve revenues. They expressed concern, however, as to whether the Company could, among other things, continue to contain costs and sustain its strong nuclear performance level achieved in 1993. Moody's Investors Service has indicated that they will be maintaining their current ratings on all existing debt and will extend such rating to the upcoming debt offering. SIGNATURE - --------- Pursuant to the requirements 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: February 24, 1994 By /s/Steven W. Tasker ---------------------- Steven W. Tasker Vice President-Controller and Principal Accounting Officer