As filed with the Securities and Exchange Commission on July 10, 1997
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 (Date of earliest event reported) July 9, 1997
NIAGARA MOHAWK POWER CORPORATION
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(Exact name of registrant as specified in its charter)
New York
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(State or Other Jurisdiction of Incorporation)
1-2987 15-0265555
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(Commission File Number) (IRS Employer Identification No.)
300 Erie Boulevard West, Syracuse, NY 13202
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(Address of Principal Executive Offices) (Zip Code)
(315) 474-1511
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Page 1
Exhibit Index on Page 5
Items 1-4. Not Applicable.
Item 5. Other Events.
On July 9, 1997, Niagara Mohawk Power Corporation (the "Company")
entered into a Master Restructuring Agreement (the "MRA") with sixteen
independent power producers (the "IPPs") who have twenty-nine power purchase
agreements with the Company. Pursuant to the MRA, such power purchase agreements
will be terminated, restated or amended, in exchange for an aggregate of
$3,555,000,000 in cash, $50,000,000 in short term notes or cash (at the
Company's option), forty-six million shares of the Company's Common Stock and
certain fixed price swap contracts. A schedule setting forth the quantities and
prices for the new contracts is filed as Exhibit 99.3 hereto and incorporated
herein by reference. The closing of the MRA is conditioned upon, among other
things, the Company and the IPPs negotiating their individual restated and
amended contracts, the receipt of all regulatory approvals, the receipt of all
consents by third parties necessary for the transactions contemplated by the MRA
(including the termination of the existing power purchase contracts and the
termination or amendment of all related third party agreements), the IPPs
entering into new third party arrangements which will enable each IPP to
restructure its projects on a reasonably satisfactory economic basis, the
Company having completed all necessary financing arrangements and the Company
and the IPPs having received all necessary approvals from their respective
boards of directors, shareholders and partners. While one or more IPPs may under
certain circumstances terminate the MRA with respect to itself, the Company's
obligation to close the MRA is subject to its determination that as a result of
any such terminations the benefits anticipated to be received by the Company
pursuant to the MRA have not been materially and adversely affected. The
foregoing is qualified in its entirety by the text of the MRA, a copy of which
is filed as Exhibit 10.28 hereto and incorporated herein by reference.
Item 6. Not Applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) - (b) Not Applicable.
Page 2
(c) Exhibits Required by Item 601 of Regulation S-K.
Exhibit Number Description
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10.28 Master Restructuring Agreement, dated as of July 9, 1997,
between the Company and the sixteen independent power
producers signatory thereto
99.1 Press Release, dated July 10, 1997
99.2 Slide presentation to be provided to analysts on July 11,
1997 concerning Master Restructuring Agreement. (The
slide presentation contains certain forward looking
statements with respect to the financial condition,
results of operations and business of Niagara Mohawk
Power Corporation, including statements relating to (a)
energy cost savings that will be realized by consummation
of the Master Restructuring Agreement including, by
implication, market prices for energy; (b) the impact of
the transaction on cash flow; and (c) management plans
and objectives for the Company's future operations. These
forward looking statements involve certain risks and
uncertainties. Factors that may cause actual results to
differ materially from those contemplated by such forward
looking statements include, among others, the following
possibilities: (1) failure of some independent power
producers to consummate the proposed transaction; (2)
changes in market prices for electric energy; (3) changes
in financing costs; (4) federal income tax treatment of
the transaction; (5) changes in capital expenditures; (6)
general economic conditions, either nationally or in New
York state, are less favorable than expected; (7)
regulatory treatment of the transaction, including a
prudence determination, establishing appropriate price
levels, authorizing regulatory assets and stranded cost
recovery; or (8) legislative or regulatory changes
adversely affect the business in which the Company would
be engaged.)
99.3 Contract Schedule
Items 8-9. Not Applicable.
Page 3
NIAGARA MOHAWK POWER CORPORATION AND SUBSIDIARY COMPANIES
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, hereto duly authorized.
NIAGARA MOHAWK POWER CORPORATION
(Registrant)
By: /s/ Steven W. Tasker
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Steven W. Tasker
Vice President-Controller and
Principal Accounting Officer
Date: July 10, 1997
Page 4
EXHIBIT INDEX
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Exhibit Number Description
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10.28 Master Restructuring Agreement, dated as of July 9, 1997,
between the Company and the sixteen independent power
producers signatory thereto
99.1 Press Release, dated July 10, 1997
99.2 Slide presentation to be provided to analysts on July 11,
1997 concerning Master Restructuring Agreement. (The
slide presentation contains certain forward looking
statements with respect to the financial condition,
results of operations and business of Niagara Mohawk
Power Corporation, including statements relating to (a)
energy cost savings that will be realized by consummation
of the Master Restructuring Agreement including, by
implication, market prices for energy; (b) the impact of
the transaction on cash flow; and (c) management plans
and objectives for the Company's future operations. These
forward looking statements involve certain risks and
uncertainties. Factors that may cause actual results to
differ materially from those contemplated by such forward
looking statements include, among others, the following
possibilities: (1) failure of some independent power
producers to consummate the proposed transaction; (2)
changes in market prices for electric energy; (3) changes
in financing costs; (4) federal income tax treatment of
the transaction; (5) changes in capital expenditures; (6)
general economic conditions, either nationally or in New
York state, are less favorable than expected; (7)
regulatory treatment of the transaction, including a
prudence determination, establishing appropriate price
levels, authorizing regulatory assets and stranded cost
recovery; or (8) legislative or regulatory changes
adversely affect the business in which the Company would
be engaged.)
99.3 Contract Schedule
Page 5