SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
Tender Offer Statement
Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
NIAGARA MOHAWK POWER CORPORATION
(Name of Subject Company (Issuer))
a Wholly-Owned Subsidiary of
NIAGARA MOHAWK HOLDINGS, INC.
NATIONAL GRID GROUP PLC.
(Name of Filing Person (Offeror))
Class of Securities CUSIP
Number
Preferred Stock, $100 par value, 3.40% 653522201
Preferred Stock, $100 par value, 3.60% 653522300
Preferred Stock, $100 par value, 3.90% 653522409
Preferred Stock, $100 par value, 4.10% 653522508
Preferred Stock, $100 par value, 4.85% 653522607
Preferred Stock, $100 par value, 5.25% 653522706
Preferred Stock, $100 par value, 6.10% 653522805
Preferred Stock, $100 par value, 7.72% 653522888
Preferred Stock, $25 par value, Adjustable Rate -Series A 653522854
Preferred Stock, $25 par value, Adjustable Rate -Series K 653522839
Preferred Stock, $25 par value, Adjustable Rate -Series D (6.9050%) 653522771
Preferred Stock, $100 par value, 7.45% 653522231
Preferred Stock, $25 par value, 7.85% 653522813
Preferred Stock, $25 par value, Adjustable Rate -Series B 653522847
Fiona B. Smith, Esq.
National Grid Group plc
15 Marylebone Road
London NW1 5JD
U.K.
With a copy to:
Steven H. Davis, Esq.
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, NY 10019
(212) 424-8000
(Name, Address, and Telephone of Person
Authorized to Receive Notice and Communications on Behalf of Filing Person)
CALCULATION OF FILING FEE
Transaction Value* Amount of Filing Fee*
* A filing fee is not required in connection with this filing as it relates
solely to preliminary communications made before commencement of a tender
offer.
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
PRESS RELEASE
[For Immediate Release - December 21, 2001]
National Grid Group plc announced today that it will, within a year of closing
the acquisition of Niagara Mohawk Holdings, Inc. (Niagara Mohawk), have Niagara
Mohawk Power Corporation (Niagara Power) or an affiliate make offers to purchase
all of the then outstanding preferred stock of Niagara Power. Such offers would
be made at prices that are customary for a tender offer to purchase similar
preferred stock at the time the offer is made. Such determination of prices will
be made by National Grid based on advice of an investment banking firm. National
Grid's commitment would not affect the ability of Niagara Power to voluntarily
redeem or otherwise call its preferred stock. National Grid's commitment is
subject to completion of the Niagara Mohawk acquisition. The offers will also be
subject to receiving all regulatory approvals required for the offers. Niagara
Power currently has outstanding preferred stock with a par value of
approximately $440 million with dividend rates ranging from 3.4% to 7.85%. This
commitment to make offers resolves issues raised by certain Niagara Power
preferred stockholders in an intervention filed at the Securities and
Exchange Commission in connection with the acquisition of Niagara Mohawk, and
this intervention has been withdrawn. The acquisition of Niagara Mohawk is
expected to be completed in early 2002.
National Grid Group plc has not commenced the tender offer that is referred to
in this communication and, because commencement of such tender offer is subject
to certain conditions, including completion of the acquisition of Niagara Mohawk
Holdings, Inc. by National Grid Group plc and receipt of regulatory approvals,
no assurance can be given as to whether such tender offer will be commenced or
the timing of commencement. If the tender offer is commenced, National Grid
Group plc will file with the Securities and Exchange Commission a Schedule TO
and related exhibits. Holders of Niagara Mohawk Power Corporation preferred
stock are strongly encouraged to read the Schedule TO and related exhibits if
and when they become available because they will contain important information
about the offer. In such event, the Schedule TO and related exhibits will be
available without charge at the Securities and Exchange Commission website at
www.sec.gov and will be delivered without charge to all Niagara Mohawk Power
Corporation preferred stockholders of record at the commencement of the tender
offer. Following commencement of the tender offer, Niagara Mohawk Power
Corporation preferred stockholders of record at the commencement of the tender
offer will also be able to obtain, without charge, copies of these documents
from National Grid Group plc.
Safe-Harbor Statement
This statement contains certain statements that are neither reported financial
results nor other historic information. These statements are forward looking
statements within the meaning of the safe-harbor provisions of the U.S. federal
securities laws. Because these forward-looking statements are subject to risks
and uncertainties, actual future results may differ materially from those
expressed in or implied by the statements. Many of these risks and uncertainties
relate to factors that are beyond the companies' ability to control or estimate
precisely, such as the completion of the merger with Niagara Mohawk Holdings,
Inc., the satisfaction of other conditions relating to a commencement of a
tender offer, future market conditions and responses by competitors to
deregulation, new regulatory or legislative requirements, the future actions or
decisions of federal or state governmental regulators, the timing and extent of
changes in supply and demand of, and prices of, gas and electricity and other
risk factors detailed in National Grid's reports filed with the SEC. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of this document.
The above press release was issued by National Grid Group plc in connection with
its commitment to offer to purchase Niagara Mohawk Power Corporation's
outstanding preferred stock subject to specified conditions. National Grid Group
has subsequently determined that the par value of the current amount of such
preferred stock outstanding is approximately $490 million