SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) /X/ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1993 OR / / Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ......to...... Commission file number 1-2987 ----------------------------------------------------------------- - NIAGARA MOHAWK POWER CORPORATION (Exact name of registrant as specified in its charter) State of New York 15-0265555 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 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 ----------------------------------------------------------------- -- Securities registered pursuant to Section 12(b) of the Act: (Each class is registered on the New York Stock Exchange) Title of each class Common Stock ($1 par value) Preferred Stock ($100 par Preferred Stock ($25 par value-cumulative): value - cumulative): 3.40% Series 4.10% Series 6.10% Series 8.75% Series 3.60% Series 4.85% Series 7.72% Series Adjustable Rate 3.90% Series 5.25% Series Series A & Series C ----------------------------------------------------------------- -- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / / Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K / X / State the aggregate market value of the voting stock held by non- affiliates of the registrant. Approximately $2,689,000,000 at March 1, 1994. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Common stock $1 par 142,596,892 shares outstanding March 1, 1994. Documents incorporated by reference: Definitive Proxy Statement in connection with annual meeting of stockholders to be held May 3, 1994 incorporated in Part III to the extent described therein. Exhibit 99(1) Securities and Exchange Commission Washington, D.C. 20549 ----------------------------------------------------------------- FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------------------------------------------------------- (Mark one) [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Fee Required) FOR FISCAL YEAR ENDED: DECEMBER 31, 1993 or [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No fee required) For the transition period from __________ to ____________ ----------------------------------------------------------------- -- Commission file number 1-2987 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: EMPLOYEE SAVINGS FUND PLAN FOR REPRESENTED EMPLOYEES OF NIAGARA MOHAWK POWER CORPORATION B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: NIAGARA MOHAWK POWER CORPORATION 300 ERIE BOULEVARD WEST SYRACUSE, NY 13202 EMPLOYEE SAVINGS FUND PLAN FOR REPRESENTED EMPLOYEES OF NIAGARA MOHAWK POWER CORPORATION INDEX TO FINANCIAL STATEMENTS AND SCHEDULES Page Report of Independent Accountants 3 Index to Financial Statements: Statements of Net Assets at December 31, 1993 and 1992 4 Statements of Changes in Net Assets for the years ended December 31, 1993 and 1992 5 Notes to Financial Statements 6 Supplemental Schedules (Note A): I. Other Investments at December 31, 1993 13 II. Transactions or series of transactions in excess of 5% of the current value of plan assets for the year ended December 31, 1993 14 Note A - Schedules not included with this additional financial data have been omitted because they are not applicable. Financial Statement Schedules: Statements of Net Assets by Fund at December 31, 1993 and 1992 15 Statements of Changes in Net Assets by Fund for the years ended December 31, 1993 and 1992 17 Signature Page 19 Consent of Independent Accountants - Exhibit #23 20 PRICE WATERHOUSE REPORT OF INDEPENDENT ACCOUNTANTS March 25, 1994 To the Participants and the Administrative Committee of the Employee Savings Fund Plan for Represented Employees of Niagara Mohawk Power Corporation In our opinion, the accompanying statements of net assets and the related statements of changes in net assets present fairly, in all material respects, the financial position of the Employee Savings Fund Plan for Represented Employees of Niagara Mohawk Power Corporation at December 31, 1993 and 1992, and the changes in its financial position for the years then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedules I and II is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by ERISA. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Price Waterhouse EMPLOYEE SAVINGS FUND PLAN FOR REPRESENTED EMPLOYEES OF NIAGARA MOHAWK POWER CORPORATION STATEMENTS OF NET ASSETS DECEMBER 31, DECEMBER 31, 1993 1992 ASSETS INVESTMENTS Common Stock of Niagara Mohawk Power Corporation, at market value (cost $139,734,768 at December 31, 1993 and $158,638,528 at December 31, 1992) $186,766,621 $203,447,064 Other investments, at market value -- Schedule I 139,258,990 89,167,601 NET ASSETS $326,025,611 $292,614,665 The accompanying notes and schedules are an integral part of these financial statements. EMPLOYEE SAVINGS FUND PLAN FOR REPRESENTED EMPLOYEES OF NIAGARA MOHAWK POWER CORPORATION STATEMENTS OF CHANGES IN NET ASSETS FOR THE YEAR FOR THE YEAR ENDED ENDED DECEMBER 31, DECEMBER 31, 1993 1992 ADDITIONS Investment income: Net appreciation (depreciation) in fair value of net assets $ 7,486,637 $ (1,077,823) Dividends on Niagara Mohawk Power Corporation Common Stock 9,235,959 8,450,961 Realized gains on disposition of investments 9,413,803 15,150,692 Interest and dividend income 7,552,200 3,750,268 33,688,599 26,274,098 Contributions: Participants' contributions 20,834,423 19,213,831 Niagara Mohawk Power Corporation 7,082,352 6,870,549 27,916,775 26,084,380 TOTAL ADDITIONS 61,605,374 52,358,478 DEDUCTIONS Accounts withdrawn 27,746,651 16,042,714 Employee accounts transferred 267,259 2,081,883 Plan expenses 180,518 320,296 TOTAL DEDUCTIONS 28,194,428 18,444,893 INCREASE IN NET ASSETS 33,410,946 33,913,585 Net assets, beginning of year 292,614,665 258,701,080 Net assets, end of year $326,025,611 $292,614,665 The accompanying notes and schedules are an integral part of these financial statements. EMPLOYEE SAVINGS FUND PLAN FOR REPRESENTED EMPLOYEES OF NIAGARA MOHAWK POWER CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1993 and 1992 NOTE 1 - PLAN AMENDMENTS Effective July 1, 1992, the trust for the Employee Savings Fund Plan for Represented Employees of Niagara Mohawk Power Corporation (Plan) was transferred to Fidelity Investments Institutional Services Company, Inc., 82 Devonshire Street, Boston, MA 02109-3614. The record keeping and investment management of the Plan also were transferred to Fidelity Institutional Retirement Services Company, a division of Fidelity Investments Institutional Services Company. The Fidelity Management and Research Company handles the investment management of Plan funds. The four investment elections previously offered under the Plan were replaced by similar mutual fund investment options at Fidelity and since July 1, 1992, are handled as follows: * monies that were invested in the Government Fund are now invested in the Fidelity Retirement Government Money Market Portfolio; * monies invested in the Commingled Equity Index Fund (a Standard & Poors (S&P) 500 Index Fund) are now invested in the Fidelity U.S. Equity Index Portfolio (also a S&P 500 Index Fund); * monies that were invested in the Fixed Income Fund are now invested in the Fixed Income Fund, but now this Fund is managed by Fidelity Management Trust Company; * monies invested in Niagara Mohawk Power Corporation (Company) Common Stock (including the Company match) will continue to be invested in Company Common Stock. In addition, three new mutual fund investment options were made available: * Fidelity Growth and Income Portfolio * Fidelity Growth Company Fund * Fidelity U.S. Bond Index Portfolio An additional mutual fund was made available February 1, 1994. * Fidelity Overseas Fund Further changes as a result of the transfer to Fidelity are discussed in more detail in the notes which follow. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES The accounting records of the Plan are maintained on the accrual basis. The accounting principles and practices which affect the more significant elements of the financial statements are: Valuation of Investments - Company Common Stock is valued at the closing market price on the last business day of the year. Investment units in the U.S. Equity Index Portfolio, the U.S. Bond Index Portfolio, the Growth and Income Portfolio, Growth Company Fund and Overseas Fund are valued at the year end market value of the underlying securities in the Fund. Investment units in the Fixed Income Fund and Government Money Market Portfolio are valued at a constant $1 per unit and are supported by insurance contracts and U.S. Government Obligations, respectively. Temporary investments in short-term cash funds are also valued at a constant $1 per unit. Net unrealized appreciation or depreciation for the year is reflected in the Statements of Changes in Net Assets for each of the funds. Investment income - Dividend income from the Stock Fund is recognized as of the ex-dividend date and income from government securities and temporary cash investments is recognized as earned. Dividend and interest income and realized gains and losses from the sale of underlying securities of the U.S. Equity Index Portfolio, the U.S. Bond Index Portfolio, the Growth and Income Portfolio, Growth Company Fund, and Overseas Fund increase or decrease the value of a unit. The cost of investments used in determining realized and unrealized gains and losses is based on the revalued cost method. Income from insurance contracts and U.S. Government Obligations in the Fixed Income Fund and Government Money Market Portfolio, respectively, is reinvested in additional units of the Fund. Contributions - Contributions from employees and the Company are based upon amounts authorized to be withheld from the base salary of employees and matched, to the extent applicable, by the Company. Transfers - Assets transferred from the Plan, representing the accounts of participants whose job status changed from represented to non- represented, are valued at market. In addition, participants may transfer amounts representing basic and unmatched contributions and income thereon from one fund to another within the guidelines of the Plan. Withdrawals - Assets withdrawn from the Plan by participants during the year are valued using an average market price on the date such assets are accumulated to pay withdrawals. Loans - Loans to participants are valued at their outstanding principal amount. Administrative costs - All administrative costs, principally legal, audit and trustee fees, are paid directly by the Plan; investment management expenses of each fund are deducted from the assets of that fund. NOTE 3 - DESCRIPTION OF THE PLAN Eligibility - To be eligible, an employee must be represented by the International Brotherhood of Electrical Workers (AFL-CIO) union and be 21 years of age with one year of service. Administration - The Administrator of the Plan is the Company's Employee Savings Fund Plan Committee. The assets of the Plan are held and managed by the Trustee, Fidelity Investments Institutional Services Company, Incorporated. With the exception of the Stock Fund, the Trustee has the discretion to determine the composition of the investments in the Funds. The Company expects to continue the Plan indefinitely but has reserved the right to amend or terminate the Plan at any time. If terminated, all contributions of the Company cease and the trust continues until all assets held by the trust are distributed. The Plan is not subject to, nor insured by, the Pension Benefit Guaranty Corporation established by the Employee Retirement Income Security Act of 1974. Basic contributions - Effective June 1, 1993, participants may contribute from 2% to 15% of their base wage or salary, on a before-tax basis, from 2% to 10% on an after-tax basis, or a combination thereof and elect to have their contributions invested in common stock of the Company (Stock Fund), U.S. Government securities (Government Money Market Portfolio), equity investments (U.S. Equity Index Portfolio), fixed income investments (Fixed Income Fund), treasury, agency, mortgage and corporate securities (the U.S. Bond Index Portfolio), common stock, bonds and convertibles (the Growth and Income Portfolio or Growth Company Fund) and beginning in 1994, foreign securities (the Overseas Fund). Subject to limitations based upon a participant's length of service and age, the Company contributes, out of current or accumulated profits, an amount equal to one-half of the participants first 2% to 6% of contributions. Company contributions are invested entirely in the Stock Fund and are fully and immediately vested upon being credited to the participant's account. The maximum amount a participant can contribute to the Plan on a before-tax basis is limited per year by the Internal Revenue Service. Such limitations were $8,994 for 1993 and $8,728 for 1992. Withdrawals - A participant may elect to withdraw all or part of the stock and cash attributable to his after-tax contributions, generally on the 1st or 15th of any month. Contributions made on a before-tax basis may not be withdrawn until a participant attains age 59 1/2, except for death, disability, retirement or under certain circumstances of hardship, in which case the participant may be subject to tax penalties. Participant Loan Provision - Participants in the Plan may obtain a loan in any amount between a minimum of $1,000 and a maximum of $50,000 but not more than 50% of the participant's before-tax contributions and earnings thereon. Loans may be obtained on a semi-monthly basis and the interest rate charged will be the prevailing prime commercial rate plus 1% at the time of the loan. Loans will be secured by a lien on the borrowing participant's plan account. Effective February 1, 1994, participants may obtain a second loan for any of the following reasons: 1) purchase of a principal residence; 2) post secondary education for individual or dependents; 3) reimbursement of medical expenses; and, 4) avoidance of foreclosure or eviction from a principal residence. The Plan participant may elect a repayment period of from one to five years, over which the loan will be repaid by level payroll deductions. Loan repayments will be invested in the Plan's fund accounts according to the participant's current allocation of before-tax contributions. Participants - At December 31, 1993, there were 7,326 employees participating in the Plan with balances in one or more of the Funds as follows: Number of Participants Stock Fund 4,355 Government Money Market Portfolio 939 U.S. Equity Index Portfolio 3,045 Fixed Income Fund 3,139 U.S. Bond Index Portfolio 658 Growth and Income Portfolio 1,739 Growth Company Fund 1,490 Loan Fund 1,299 Common stock purchases - Purchases of common stock of the Company may be made by the Trustee directly from the Company at the mean of the quoted high and low selling price, as reported for the day on which the purchase is made, or the purchase may be made on any exchange, through any broker-dealer or from other stockholders. Cost of shares purchased on an exchange includes brokers fees. Investments in the Stock Fund are stated in units, not shares. The value of a unit reflects the combined market value of a share of common stock and the cash or liquid investments held by the Stock Fund. The Stock Fund keeps some of its assets in cash or liquid investments so that Plan participants may trade into and out of the Stock Fund on any business day. This requires it to be unitized. Unitization does not change the market value of a participant's investment, only the manner in which that value is expressed. The equivalent number of shares of common stock a participant owns on any given day can be determined by multiplying the total number of units owned by the unit value on that day and then dividing that amount by the common stock market price for that day. NOTE 4 - ACCOUNT VALUES Interests in the funds are represented by "units" of participation. The value of a unit is determined on a daily basis by dividing the current fair market value of the assets in each fund by the total number of units in each fund. Each participant's account in a particular fund is credited each day with the number of units determined by dividing the participants contribution to the fund by the unit value as determined at the end of that day. The values and units of participation in the funds consisted of: December 31, December 31, 1993 1992 Stock Fund: Number of units 16,658,890 20,004,313 Value of unit $11.34 $10.29 Number of shares 9,223,043 10,637,755 Market value at end of year 20.25 19.125 Government Money Market Portfolio: Number of units 5,873,470 5,338,483 Value per unit $1.00 $1.00 U.S.Equity Index Portfolio: Number of units 1,964,558 1,851,282 Value per unit $17.27 $16.38 Fixed Income Fund: Number of units 51,827,646 37,150,344 Value per unit $1.00 $1.00 U.S. Bond Index Portfolio: Number of units 560,540 201,025 Value per unit $11.00 $10.76 Growth and Income Portfolio: Number of units 900,163 229,603 Value per unit $22.22 $19.71 Growth Company Fund: Number of units 474,341 128,777 Value per unit $29.06 $27.64 NOTE 5 - REALIZED GAIN/LOSS ON DISPOSITION OF INVESTMENTS The amounts of realized gains or losses arising from the transactions in investments during the periods are as follows: Revalued Net Year Units/Shares Cost Basis Proceeds Gains/Losses Stock Fund 1993 4,978,410 $51,227,839 $59,873,227 $ 8,645,388 1992 2,130,578 $17,823,108 $22,404,017 $ 4,580,909 U. S. Equity Index 1993 429,914 $ 7,041,995 $ 7,261,519 $ 219,524 Portfolio 1992 675,346 $20,965,160 $31,531,777 $10,566,617 U.S. Bond Index Portfolio 1993 120,921 $ 1,301,115 $ 1,343,683 $ 42,568 1992 - - - - Growth and Income Portfolio 1993 147,904 $ 2,915,195 $ 3,213,753 $ 298,558 1992 - - - - Growth Company Fund 1993 137,178 $ 3,805,542 $ 4,013,307 $ 207,765 1992 - - - - Share/units were sold to fund cash withdrawals and transfers. NOTE 6 - FEDERAL INCOME TAX STATUS The Internal Revenue Service has ruled that the Plan, as amended January 1, 1987, qualifies under Internal Revenue Code Sections 401(a) and 401(k) and the Trust formed under the Plan is exempt from Federal income tax under Internal Revenue Code section 501(a) subject to Internal Revenue Service (IRS) determination that the Plan amendments comply with the Tax Reform Act of 1986, and thus continues to meet the requirements of Sections 401(a) and 401(k) of the Internal Revenue Code, and that the Trust formed under the Plan remains exempt from income tax under Section 501(a) of the Internal Revenue Code. The ESFP Committee believes that Plan changes subsequent to January 1, 1987, including the 1992 changes, do not affect the tax-exempt status of the Plan or the Trust thereunder and will seek IRS re- determination. Schedule I EMPLOYEE SAVINGS FUND PLAN FOR REPRESENTED EMPLOYEES OF NIAGARA MOHAWK POWER CORPORATION OTHER INVESTMENTS DECEMBER 31, 1993 Name of issuer and Balance held at end of Market Value title of issue year. Number of units Cost at end of year Stock Fund: Fidelity Short Term 2,145,188 units $ 2,145,188 $ 2,145,188 Investment Fund Government Money Market Portfolio 5,873,470 units $ 5,873,470 $ 5,873,470 U.S. Equity Index Portfolio 1,964,558 units $ 31,219,448 $ 33,927,910 Fixed Income Fund 51,827,646 units $ 51,827,646 $ 51,827,646 U.S. Bond Index Portfolio 560,540 units $ 6,143,194 $ 6,165,943 Growth and Income Portfolio 900,163 units $ 18,796,710 $ 20,001,617 Growth Company Fund 474,341 units $ 13,755,772 $ 13,784,339 Loan Fund $ 5,532,877 $ 5,532,877 Grand Total - All Funds $135,294,305 $139,258,990 Schedule II EMPLOYEE SAVINGS FUND PLAN FOR REPRESENTED EMPLOYEES OF NIAGARA MOHAWK POWER CORPORATION TRANSACTIONS OR SERIES OF TRANSACTIONS IN EXCESS OF 5% OF THE CURRENT VALUE OF PLAN ASSETS YEAR ENDED DECEMBER 31, 1993 Single Transactions in Excess of 5% of the Current Value of Plan Assets:* Identity of Description Value of Value Cost of Party Involved of Assets Purchases of Sales Asset Net Gain None Series of Transactions in Excess of 5% of the Current Value of Plan Assets:* Identity of Description Number of Number of Value of Value Cost of Party Involved of Assets Purchases Sales Purchases of Sales Asset Net Gain Fidelity Fixed Income Fund 253 204 $27,060,184 $12,382,881 $12,382,881 $ - Niagara Mohawk Power Corporation Common Stock 252 250 19,882,057 59,873,227 41,183,139 18,690,088 Fidelity Growth Company 239 121 14,145,434 4,013,307 3,919,703 93,604 Fund Fidelity Growth and Income 251 109 17,454,061 3,213,753 3,097,758 115,995 Portfolio Fidelity US Equity Index 234 195 9,179,462 7,261,519 6,803,471 458,048 Portfolio * Based upon the current value at the beginning of the plan year. EMPLOYEE SAVINGS FUND PLAN FOR REPRESENTED EMPLOYEES OF NIAGARA MOHAWK POWER CORPORATION STATEMENT OF NET ASSETS BY FUND DECEMBER 31, 1993 GOVERNMENT MONEY U.S. EQUITY FIXED US BOND MARKET INDEX INCOME INDEX STOCK FUND PORTFOLIO PORTFOLIO FUND PORTFOLIO ASSETS INVESTMENTS Common Stock of Niagara Mohawk Power Corporation at market value (cost - $139,734,768; 9,223,043 shares) Other Investments $186,766,621 $ - $ - $ - - (See Schedule I) 2,145,188 5,873,470 33,927,910 51,827,646 $6,165,943 NET ASSETS $188,911,809 $5,873,470 $33,927,910 $51,827,646 $6,165,943 GROWTH AND GROWTH INCOME COMPANY PORTFOLIO FUND LOAN FUND TOTAL ASSETS INVESTMENTS Common Stock of Niagara Mohawk Power Corporation at market value (cost - $139,734,768; 9,223,043 shares) Other Investments $ - $ - $ - $186,766,621 (See Schedule I) 20,001,617 13,784,339 5,532,877 139,258,990 NET ASSETS $20,001,617 $13,784,339 $5,532,877 $326,025,611 EMPLOYEE SAVINGS FUND PLAN FOR REPRESENTED EMPLOYEES OF NIAGARA MOHAWK POWER CORPORATION STATEMENT OF NET ASSETS BY FUND DECEMBER 31, 1992 GOVERNMENT U.S. MONEY EQUITY GROWTH MARKET INDEX FIXED US BOND AND PORTFOLIO PORTFOLIO INCOME INDEX INCOME STOCK FUND (A) (B) FUND PORTFOLIO PORTFOLIO ASSETS INVESTMENTS Common Stock of Niagara Mohawk Power Corporation at market value (cost-$158,638,528; 10,637,755 shares $203,447,064 $ - $ - $ - $ - $ - Other Investments 2,397,321 5,338,483 30,323,997 37,150,344 2,163,028 4,525,477 NET ASSETS $205,844,385 $5,338,483 $30,323,997 $37,150,344 $2,163,028 $4,525,477 GROWTH COMPANY FUND LOAN FUND TOTAL ASSETS INVESTMENTS Common Stock of Niagara Mohawk Power Corporation at market value (cost-$158,638,528; 10,637,755 shares) Other Investments $ - $ - $203,447,064 (See Schedule I) 3,559,400 3,709,551 89,167,601 NET ASSETS $3,559,400 $3,709,551 $292,614,665 (A) FORMERLY (THROUGH JUNE 30, 1992) THE GOVERNMENT FUND (B) FORMERLY (THROUGH JUNE 30, 1992) THE COMMINGLED EQUITY FUND EMPLOYEE SAVINGS FUND PLAN FOR REPRESENTED EMPLOYEES OF NIAGARA MOHAWK POWER CORPORATION STATEMENT OF CHANGES IN NET ASSETS BY FUND FOR THE YEAR ENDED DECEMBER 31, 1992 GOVERNMENT U.S. MONEY EQUITY GROWTH MARKET INDEX FIXED US BOND AND PORTFOLIO PORTFOLIO INCOME INDEX INCOME STOCK FUND (A) (B) FUND PORTFOLIO PORTFOLIO ---------- --------- --------- ------ --------- --------- ADDITIONS Investment income: Net appreciation (depreciation) in fair value of net assets $ 7,958,927 $ (24) $(9,144,931) $ 6,798 $ (13,019) $ 84,676 Dividends on Niagara Mohawk Power Corporation Common Stock 8,450,961 - - - - - Realized gains 4,580,909 - 10,566,617 - 58 889 Interest and dividend Income 134,374 169,333 426,490 2,618,487 37,754 50,531 21,125,171 169,309 1,848,176 2,625,285 24,793 136,096 Contributions Participant contributions 9,375,360 847,991 4,240,841 4,574,203 25,048 82,649 Niagara Mohawk Power Corporation 6,870,549 - - - - - 16,245,909 847,991 4,240,841 4,574,203 25,048 82,649 TOTAL ADDITIONS 37,371,080 1,017,300 6,089,017 7,199,488 49,841 218,745 DEDUCTIONS Participant loan payments - - - - - - Accounts withdrawn 12,999,237 292,695 890,730 1,858,208 26 1,008 Participant loans 1,486,211 7,539 653,634 271,616 - 8,199 Plan expenses 189,501 10,722 45,381 72,342 491 1,032 Employees accounts transferred 14,024,648 (886,694) 383,394 (2,703,242) (2,113,704) (4,316,971) TOTAL DEDUCTIONS 28,699,597 (575,738) 1,973,139 (501,076) (2,113,187) (4,306,732) INCREASE IN NET ASSETS 8,671,483 1,593,038 4,115,878 7,700,564 2,163,028 4,525,477 Net assets, beginning of year 197,172,902 3,745,445 26,208,119 29,449,780 - - Net assets, end of year $205,844,385 $5,338,483 $30,323,997 $37,150,344 $2,163,028 $4,525,477 1--To eliminate inter fund transfers in consolidation. (A) FORMERLY (THROUGH JUNE 30, 1992) THE GOVERNMENT FUND (B) FORMERLY (THROUGH JUNE 30, 1992) THE COMMINGLED EQUITY FUND EMPLOYEE SAVINGS FUND PLAN FOR REPRESENTED EMPLOYEES OF NIAGARA MOHAWK POWER CORPORATION STATEMENT OF CHANGES IN NET ASSETS BY FUND FOR THE YEAR ENDED DECEMBER 31, 1992 GROWTH COMPANY FUND LOAN FUND ADJUSTMENTS (1) TOTAL ---------- --------- --------------- ------ ADDITIONS Investment income: Net appreciation (depreciation) in fair value of net assets $ 29,750 $ - $(1,077,823) Dividends on Niagara Mohawk Power Corporation Common Stock - - 8,450,961 Realized gains 2,219 - 15,150,692 Interest and dividend Income 122,060 191,239 3,750,268 154,029 191,239 26,274,098 Contributions Participant contributions 67,739 - 19,213,831 Niagara Mohawk Power Corporation - - 6,870,549 67,739 - 26,084,380 TOTAL ADDITIONS 221,768 191,239 52,358,478 DEDUCTIONS Participant loan payments - 1,033,024 (1,033,024) - Accounts withdrawn 810 - 16,042,714 Participant loans 5,701 - (2,432,900) - Plan expenses 827 - 320,296 Employee accounts transferred 1,033,024 (3,344,970) (2,426,502) 2,432,900 2,081,883 TOTAL DEDUCTIONS (3,337,632) (1,393,478) - 18,444,893 INCREASE IN NET ASSETS 3,559,400 1,584,717 - 33,913,585 Net assets, beginning of year - 2,124,834 258,701,080 Net assets, end of year $3,559,400 $3,709,551 $ - $292,614,665 1--To eliminate inter fund transfers in consolidation. (A) FORMERLY (THROUGH JUNE 30, 1992) THE GOVERNMENT FUND (B) FORMERLY (THROUGH JUNE 30, 1992) THE COMMINGLED EQUITY FUND EMPLOYEE SAVINGS FUND PLAN FOR REPRESENTED EMPLOYEES OF NIAGARA MOHAWK POWER CORPORATION STATEMENT OF CHANGES IN NET ASSETS BY FUND FOR THE YEAR ENDED DECEMBER 31, 1993 GOVERNMENT U.S. MONEY EQUITY FIXED US BOND GROWTH MARKET INDEX INCOME INDEX AND STOCK FUND PORTFOLIO PORTFOLIO FUND PORTFOLIO INCOME ---------- --------- --------- ------ --------- PORTFOLIO --------- ADDITIONS Investment income: Net appreciation (depreciation) in fair value of net assets $ 5,178,448 $ - $1,466,487 $ - $ 19,381 $ 937,274 Dividends on Niagara Mohawk Power Corporation Common Stock 9,235,959 - - - - - Realized gains 8,645,388 - 219,524 - 42,568 298,558 Interest and dividend Income - 160,433 1,315,345 3,166,318 398,128 971,044 23,059,795 160,433 3,001,356 3,166,318 460,077 2,206,876 Contributions Participant contributions 8,661,396 757,117 3,872,848 4,230,994 457,896 1,598,047 Niagara Mohawk Power Corporation 7,082,352 - - - - 15,743,748 757,117 3,872,848 4,230,994 457,896 1,598,047 TOTAL ADDITIONS 38,803,543 917,550 6,874,204 7,397,312 917,973 3,804,923 DEDUCTIONS Participant loan payments (901,677) (41,554) (376,692) (430,606) (19,596) (133,363) Accounts withdrawn 18,014,396 1,683,260 1,668,944 5,049,311 356,236 710,362 Participant loans 2,100,219 58,277 429,815 360,529 13,802 175,994 Plan expenses 128,900 2,307 13,047 17,996 2,079 7,946 Employee accounts transferred 36,394,281 (1,319,727) 1,535,177 (12,277,220) (3,437,463) (12,432,156) TOTAL DEDUCTIONS 55,736,119 382,563 3,270,291 (7,279,990) (3,084,942) (11,671,217) INCREASE (DECREASE) IN NET ASSETS (16,932,576) 534,987 3,603,913 14,677,302 4,002,915 15,476,140 Net assets, beginning of year 205,844,385 5,338,483 30,323,997 37,150,344 2,163,028 4,525,477 Net assets, end of year $188,911,809 $5,873,470 $33,927,910 $51,827,646 $6,165,943 $20,001,617 1--To eliminate inter fund transfers in consolidation. EMPLOYEE SAVINGS FUND PLAN FOR REPRESENTED EMPLOYEES OF NIAGARA MOHAWK POWER CORPORATION STATEMENT OF CHANGES IN NET ASSETS BY FUND FOR THE YEAR ENDED DECEMBER 31, 1993 GROWTH COMPANY FUND LOAN FUND ADJUSTMENTS (1) TOTAL ---------- --------- --------------- ------ ADDITIONS Investment income: Net appreciation (depreciation) in fair value of net assets $(114,953) $ - $ 7,486,637 Dividends on Niagara Mohawk Power Corporation Common Stock - - 9,235,959 Realized gains 207,765 - 9,413,803 Interest and dividend Income 1,219,423 321,509 7,552,200 1,312,235 321,509 33,688,599 Contributions Participant contributions 1,256,125 - 20,834,423 Niagara Mohawk Power Corporation - - 7,082,352 1,256,125 - 27,916,775 TOTAL ADDITIONS 2,568,360 321,509 61,605,374 DEDUCTIONS Participant loan payments (109,754) 2,013,242 - Accounts withdrawn 264,142 - 27,746,651 Participant loans 376,423 - (3,515,059) - Plan expenses 8,243 - 180,518 Employee accounts transferred (8,195,633) (3,515,059) 3,515,059 267,259 TOTAL DEDUCTIONS (7,656,579) (1,501,817) - 28,194,428 INCREASE (DECREASE) IN NET ASSETS 10,224,939 1,823,326 - 33,410,946 Net assets, beginning of year 3,559,400 3,709,551 - 292,614,665 Net assets, end of year $13,784,339 5,532,877 $ - $326,025,611 1--To eliminate inter fund transfers in consolidation. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Committee to administer the Employee Savings Fund Plan for Represented Employees of Niagara Mohawk Power Corporation has duly caused this annual report to be signed by the undersigned thereunto duly authorized. Committee of the Employee Savings Fund Plan for Represented Employees of Niagara Mohawk Power Corporation DATE: April 11, 1994 BY/s/ David J. Arrington David J. Arrington, Chairman /s/ Darlene D. Kerr Darlene D. Kerr, Member /s/ Robert J. Patrylo Robert J. Patrylo, Member /s/ John W. Powers John W. Powers, Member /s/ Michael P. Ranalli Michael P. Ranalli, Member /s/ B. Ralph Sylvia B. Ralph Sylvia, Member 11-K-REP.pej EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-42720) of Niagara Mohawk Power Corporation of our report dated March 25, 1994 appearing on page 3 of this Form 11-K. /s/Price Waterhouse Syracuse, New York June 24, 1994