SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 NIAGARA MOHAWK POWER CORPORATION (Exact name of registrant as specified in its charter) New York 15-0265555 (State of incorporation or organization) (I.R.S. Employer Identification No.) 300 Erie Boulevard West Syracuse, New York 13202 (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which each class is to be so registered to be registered ------------------- ---------------------- Preferred Stock, 9 % Series New York Stock Exchange ($25 par value) Securities to be registered pursuant to Section 12(g) of the Act: NONE Item 1. Description of Registrant's Securities to be Registered ------------------------------------------------------- A description of the securities to be registered is contained under the captions "Description of New Preferred Stock" in the Registrant's Prospectus dated May 13, 1994 ("Prospectus"), as supplemented by a Prospectus Supplement dated August 1, 1994, and "Supplemental Description of New Preferred Stock" in the Prospectus Supplement dated August 1, 1994 ("Prospectus Supplement") and filed pursuant to Rule 424(b)(5), relating to the Registrant's Registration Statement on Form S-3 (No. 33-51073) ("Registration Statement"). The Registrant's Registration Statement, Prospectus and Prospectus Supplement are hereby incorporated by reference. Item 2. Exhibits. -------- The following exhibits shall be filed with each copy of this registration statement filed with the New York Stock Exchange, Inc. Each document referred to below is incorporated by reference, unless the reference to the document in the list is preceded by an asterisk. Previous filings with the Commission by Niagara Mohawk Power Corporation ("NMPC") and Central New York Power Corporation ("CNYP") are indicated as follows: A-NMPC Registration Statement No. 2-8214; W-NMPC Registration Statement No. 2-10875; Y-NMPC Registration Statement No. 2-12973; Z-NMPC Registration Statement No. 2-13285; HH-NMPC Registration Statement No. 2-26918; KK-NMPC Registration Statement No. 2-38083; NN-NMPC Registration Statement No. 2-47044; OO-NMPC Registration Statement No. 2-49570; PP-NMPC Registration Statement No. 2-51084; TT-NMPC Registration Statement No. 2-54017; VV-NMPC Registration Statement No. 2-59500; YY-NMPC Registration Statement No. 2-61598; ZZ-NMPC Registration Statement No. 2-62927; AAA-NMPC Registration Statement No. 2-65219; BBB-NMPC Registration Statement No. 2-67914; III-NMPC Registration Statement No. 2-91527; KKK-NMPC Registration Statement No. 33-10743; NNN-NMPC Registration Statement No. 33-24755; SSS-NMPC Registration Statement No. 33-41430; TTT-NMPC Registration Statement No. 33-47241; VVV-NMPC Registration Statement No. 33-51073; a--NMPC Current Report on Form 8-K filed July 6, 1993; and b--NMPC Current Report on Form 8-K filed August 8, 1994. Incorporated by Reference --------------------- Previous Exhibit Previous Exhibit No. Description of Instrument Filing Designation ------- ------------------------- -------- ----------- 1 Form of Preferred Stock Underwriting Agreement . . . . . . . . . . . . . . b 1(d) 3(b) By-Laws of NMPC . . . . . . . . . . . a 3(b) 4(a)(1) Specimen of Preferred Stock, $25 par value . . . . . . . . . . . . . . . . SSS 4(a) 4(a)(2) Certificate of Consolidation of New York Power and Light Corporation, Buffalo Niagara Electric Corporation and Central New York Power Corporation, filed in the office of the New York Secretary of State, January 5, 1950 . . . . . . . . . . . A 1-1 4(a)(3) Certificate of Amendment of Certificate of Incorporation of NMPC, filed in the office of the New York Secretary of State, January 5, 1950 . A 1-2 4(a)(4) Certificate of Amendment of Certificate of Incorporation of NMPC pursuant to Section 36 of the Stock Corporation Law of New York, filed August 22, 1952 in the office of the New York Secretary of State . . . . . AAA 2-4 4(a)(5) Certificate of NMPC pursuant to Section 11 of the Stock Corporation Law of New York, filed May 5, 1954 in the office of the New York Secretary of State . . . . . . . . . . . . . . W 3-7 4(a)(6) Certificate of Amendment of Certificate of Incorporation of NMPC pursuant to Section 36 of the Stock Corporation Law of New York, filed January 9, 1957 in the office of the New York Secretary of State . . . . . Y 3-5 4(a)(7) Certificate of NMPC pursuant to Section 11 of the Stock Corporation Law of New York, filed May 22, 1957 in the office of the New York Secretary of State . . . . . . . . . . . . . . Z 3-6 4(a)(8) Certificate of NMPC pursuant to Section 11 of the Stock Corporation Law of New York, filed February 18, 1958 in the office of the New York Secretary of State . . . . . . . . . BB 3-7 4(a)(9) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed May 5, 1965 in the office of the New York Secretary of State . . . . . . . . . HH 3-8 4(a)(10) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed August 24, 1967 in the office of the New York Secretary of State . . . . . KK 2-50 4(a)(11) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed August 19, 1968 in the office of the New York Secretary of State . . . . . KK 2-51 4(a)(12) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed September 22, 1969 in the office of the New York Secretary of State . . . KK 2-52 4(a)(13) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed May 12, 1971 in the office of the New York Secretary of State . . . . . . . . . MM 2-56 4(a)(14) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed August 18, 1972 in the office of the New York Secretary of State . . . . . NN 2-57 4(a)(15) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed June 26, 1973 in the office of the New York Secretary of State . . . . . . . OO 2-59 4(a)(16) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed May 9, 1974 in the office of the New York Secretary of State . . . . . . . . . PP 2-60 4(a)(17) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed March 12, 1975 in the office of the New York Secretary of State . . . . . TT 2-17 4(a)(18) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed May 7, 1975 in the office of the New York Secretary of State . . . . . . . . . TT 2-18 4(a)(19) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed August 27, 1975 in the office of the New York Secretary of State . . . . . VV 2-19 4(a)(20) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed May 7, 1976 in the office of the New York Secretary of State . . . . . . . . . VV 2-20 4(a)(21) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed September 28, 1976 in the office of the New York Secretary of State . . . KKK 4(b)(20) 4(a)(22) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed January 27, 1978 in the office of the New York Secretary of State . . . . . YY 2-21 4(a)(23) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed May 8, 1978 in the office of the New York Secretary of State . . . . . . . . . YY 2-22 4(a)(24) Certificate of Correction of the Certificate of Amendment filed May 7, 1976 of the Certificate of Incorporation under Section 105 of the Business Corporation Law of New York, filed July 13, 1978 in the office of the New York Secretary of State . . . ZZ 2-23 4(a)(25) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed July 17, 1978 in the office of the New York Secretary of State . . . . . . . ZZ 2-24 4(a)(26) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed March 3, 1980 in the office of the New York Secretary of State . . . . . . . BBB (b)(27) 4(a)(27) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed March 31, 1981 in the office of the New York Secretary of State . . . . . KKK 4(b)(26) 4(a)(28) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed March 31, 1981 in the office of the New York Secretary of State . . . . . KKK 4(b)(27) 4(a)(29) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed April 22, 1981 in the office of the New York Secretary of State . . . . . KKK 4(b)(28) 4(a)(30) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed May 8, 1981 in the office of the New York Secretary of State . . . . . . . . . KKK 4(b)(29) 4(a)(31) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed April 26, 1982 in the office of the New York Secretary of State . . . . . KKK 4(b)(30) 4(a)(32) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed January 24, 1983 in the office of the New York Secretary of State . . . . . KKK 4(b)(31) 4(a)(33) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed August 3, 1983 in the office of the New York Secretary of State . . . . . KKK 4(b)(32) 4(a)(34) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed December 27, 1983 in the office of the New York Secretary of State . . . . . KKK 4(b)(33) 4(a)(35) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed December 27, 1983 in the office of the New York Secretary of State . . . . . KKK 4(b)(34) 4(a)(36) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed June 4, 1984 in the office of the New York Secretary of State . . . . . . . III 4(b)(35) 4(a)(37) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed August 29,1984 in the office of the New York Secretary of State . . . . . KKK 4(b)(36) 4(a)(38) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed April 17, 1985 in the office of the New York Secretary of State . . . . . KKK 4(b)(37) 4(a)(39) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed May 3, 1985 in the office of the New York Secretary of State . . . . . . . . . KKK 4(b)(38) 4(a)(40) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed December 24, 1986 in the office of the New York Secretary of State . . . . . NNN 3(a)(39) 4(a)(41) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed June 1, 1987 in the office of the New York Secretary of State . . . . . . . NNN 3(a)(40) 4(a)(42) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed July 20, 1987 in the office of the New York Secretary of State . . . . . . . NNN 3(a)(41) 4(a)(43) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed May 27, 1988 in the office of the New York Secretary of State . . . . . . . . . NNN 3(a)(42) 4(a)(44) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed September 27, 1990 in the office of the New York Secretary of State . . . RRR 3(a)(43) 4(a)(45) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed October 18, 1991 in the office of the New York Secretary of State . . . . . TTT 3(a)(44) 4(a)(46) Form of Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, to be filed in the office of the New York Secretary of State . . . . . . . . . VVV 4(c)(45) *4(a)(47) Certificate of Amendment of Certificate of Incorporation of NMPC under Section 805 of the Business Corporation Law of New York, filed August 5, 1994 in the office of the New York Secretary of State . . . . . SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. NIAGARA MOHAWK POWER CORPORATION August 12, 1994 By: /s/ Steven W. Tasker ------------------------------------ Name: Steven W. Tasker Title: Vice President-Controller and Principal Accounting Officer