This announcement is not a solicitation of a Consent. The Consent Solicitation
is made solely by the Consent Statement dated October 28, 1997
and the accompanying Consent Card.
NIAGARA MOHAWK POWER CORPORATION
NOTICE OF SOLICITATION OF CONSENTS
RELATING TO THE FOLLOWING SERIES OF PREFERRED STOCK
Niagara Mohawk Power Corporation, a New York corporation (the
"Corporation"), is soliciting consents (the "Consents"), as set forth in the
Consent Statement dated October 28, 1997 (the "Consent Statement") and in the
accompanying Consent Card, from the holders of its preferred stock described
below to permit the Corporation to issue up to $5 billion in unsecured
indebtedness in excess of the present limitation of $700 million (the
"Proposal"). The Proposal is described in more detail in the Consent Statement.
If Consents are received (and not revoked) from the holders of a majority
of the votes entitled to be cast by the holders of the preferred stock, the
Proposal will become effective and the Corporation will make a special cash
payment in the amount of $1.00 per share of preferred stock ($0.25 for $25 par
preferred stocks) to each holder of record of the preferred stock on October 23,
1997. Only holders of record at the close of business on October 23, 1997 will
be entitled to grant Consents.
If the Proposal is approved, the Corporation will pay to a designated
Soliciting Dealer (as defined in the Consent Statement) a solicitation fee of
$1.00 per share ($0.25 per share for $25 par preferred stocks) for each share of
preferred stock as to which a consent is granted (and not revoked) by a
beneficial owner holding less than 2,500 (or 10,000 with respect to $25 par
preferred stocks) shares if such consent is received prior to the effectiveness
of the Proposal, subject to certain other conditions. A designated Soliciting
Dealer is not entitled to a solicitation fee for shares of preferred stock owned
by such Soliciting Dealer. See "Reasons for the Proposal--Solicitation of
Consents" in the Consent Statement.
SHARES AGGREGATE CASH PAYMENT
SERIES/CUSIP NUMBER OUTSTANDING VOTES PER SHARE
------------------- ----------- ----- ---------
CUMULATIVE PREFERRED $100 PAR
3.40% SERIES/653522 201 200,000 200,000 $1.00
3.60% SERIES/653522 300 350,000 350,000 $1.00
3.90% SERIES/653522 409 240,000 240,000 $1.00
4.10% SERIES/653522 508 210,000 210,000 $1.00
4.85% SERIES/653522 607 250,000 250,000 $1.00
5.25% SERIES/653522 706 200,000 200,000 $1.00
6.10% SERIES/653522 805 250,000 250,000 $1.00
7.45% SERIES 222,000 222,000 $1.00
7.72% SERIES/653522 888 400,000 400,000 $1.00
CUMULATIVE PREFERRED $25 PAR
7.85% SERIES/653522 813 731,204 182,801 $0.25
8.375% SERIES 100,000 25,000 $0.25
9.50% SERIES/653522 797 6,000,000 1,500,000 $0.25
ADJUSTABLE RATE PREFERRED $25 PAR
SERIES A/653522 854 1,200,000 300,000 $0.25
SERIES B/653522 847 1,750,000 437,500 $0.25
SERIES C/653522 839 2,000,000 500,000 $0.25
SHAREHOLDERS ARE REQUESTED TO RETURN THEIR CONSENT BY DECEMBER 3, 1997.
CONSENTS MAY BE REVOKED AT ANY TIME PRIOR TO EFFECTIVENESS OF THE PROPOSAL.
SEE "CONSENT PROCEDURES--REVOCATION OF CONSENTS" IN THE CONSENT STATEMENT.
The Information Agent is:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
Banks and Brokers call (212) 269-5550 (collect)
All others call (800) 290-6432 (toll-free)
The Solicitation Agent is:
MERRILL LYNCH & CO.
World Financial Center
250 Vesey Street
New York, New York 10281
(888) 654-8637 (toll-free)
Attn: Susan L. Weinberg
October 29, 1997