ALLETE has entered an agreement to be acquired by a partnership led by Canada Pension Plan Investment Board and Global Infrastructure Partners and start the process to become a private company. Learn more at www.ALLETEforward.com.


                                                                 File No. 69-78
                                                                          -----
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   FORM U-3A-2

              Statement by Holding Company Claiming Exemption Under
              Rule U-3A-2 from the Provisions of the Public Utility
                           Holding Company Act of 1935

                      To Be Filed Annually Prior to March 1

                              MINNESOTA POWER, INC.
                              ---------------------
                                (Name of company)

hereby files with the  Securities  Exchange  Commission  pursuant to Rule 2, its
statement  claiming  exemption as a holding  company from the  provisions of the
Public  Utility   Holding  Company  Act  of  1935,  and  submits  the  following
information:

         1. Name,  State of  organization,  location  and nature of  business of
claimant and every subsidiary thereof, other than any exempt wholesale generator
(EWG) or foreign utility company in which claimant  directly or indirectly holds
an interest.
State of Name Organization Location Nature of Business - ---- ------------ -------- ------------------ Minnesota Power, Inc. Minnesota Duluth, MN Electric Utility Superior Water, Light and Power Wisconsin Superior, WI Electric, Gas and Company Water Utility Energy Land, Incorporated Wisconsin Duluth, MN Inactive MP Investments, Inc. Delaware Duluth, MN Investments Capital Re Corporation Delaware New York, NY Financial Guaranty Reinsurance and Specialty Insurance RendField Land Company, Inc. Minnesota Duluth, MN Land Holding UtilEquip, Incorporated Minnesota Duluth, MN Inactive Lakeview Financial Corporation I Minnesota Duluth, MN Inactive Lakeview Financial Corporation II Minnesota Duluth, MN Inactive MP&L Capital I Minnesota Duluth, MN Trust PCUC Acquisition Sub, Inc. Minnesota Duluth, MN Inactive Minnesota Power Enterprises, Minnesota Duluth, MN Product and Marketing Inc. Coordination BNI Coal, Ltd. North Dakota Bismarck, ND Coal Mining MP Affiliate Resources, Inc. Minnesota Duluth, MN Administrative Operations -1- State of Name Organization Location Nature of Business - ---- ------------ -------- ------------------ Minnesota Power Telecom, Minnesota Duluth, MN Telecommunications Inc. Rainy River Energy Corporation Minnesota Duluth, MN Contract Services Synertec, Incorporated Minnesota Duluth, MN Contract Services Upper Minnesota Properties, Minnesota Duluth, MN Affordable Housing Inc. Projects and Economic Development Upper Minnesota Properties- Minnesota Duluth, MN Affordable Housing Meadowlands, Inc. Project Upper Minnesota Properties- Minnesota Duluth, MN Affordable Housing Irving, Inc. Project Upper Minnesota Properties- Minnesota Duluth, MN Economic Development Development, Inc. Minnesota Power Services Group, Minnesota Duluth, MN Product Development Inc. Electric Outlet, Inc. Minnesota Duluth, MN Retailer MP Water Resources Group, Minnesota Orlando, FL Water and Wastewater Inc. Heater Utilities, Inc. South Carolina Cary, NC Water and Wastewater Treatment Utility LaGrange Waterworks Corporation North Carolina Fayetteville, NC Water Utility Brookwood Water Corporation North Carolina Fayetteville, NC Water Utility Upstate Heater Utilities, Inc. South Carolina Anderson, SC Water Utility - Sold Florida Water Services Florida Orlando, FL Water and Wastewater Corporation Treatment Utility Florida Gas Services Corporation Florida Orlando, FL Inactive U.S. Maintenance and Management Florida Orlando, FL Full Maintenance Services Corporation Services Vibration Correction Services, Inc. Minnesota Duluth, MN Predictive Maintenance Services Americas' Water Services Florida Chicago, IL Contract Operations Corporation Services Florida Water Consumer Products Florida Orlando, FL Inactive Corporation -2- State of Name Organization Location Nature of Business - ---- ------------ -------- ------------------ Instrumentation Services, Inc. Florida Orlando, FL Predictive Maintenance Services Predictive Maintenance and North Carolina Orlando, FL Inactive Operational Services, Inc. MP Real Estate Holdings, Inc. Minnesota Lehigh Acres, FL Real Estate Lehigh Acquisition Corporation Delaware Lehigh Acres, FL Subdivider, Developer Interlachen Lakes Estates, Inc. Florida Interlachen, FL Subdivider, Developer Sundowner Properties, Inc. Pennsylvania Williston, FL Subdivider, Developer SRC of Florida, Inc. Florida Lehigh Acres, FL Subdivider, Developer Lehigh Corporation Florida Lehigh Acres, FL Subdivider, Developer Lehigh Land & Investment, Inc. Florida Lehigh Acres, FL Inactive Cliffside Properties, Inc. California Lehigh Acres, FL Inactive Palm Coast Holdings, Inc. Florida Palm Coast, FL Subdivider, Developer Sugarmill Woods Communities, Inc. Florida Homosassa, FL Subdivider, Developer Enterprise Lehigh, Inc. Florida Lehigh Acres, FL Subdivider, Developer MP Automotive Services, Inc. Minnesota Duluth, MN Automotive Services ADESA Southern Indiana, Inc. Indiana Columbus, IN Vehicle Auction ADESA Corporation Indiana Indianapolis, IN Vehicle Auction - Corporate Operation ADESA Ark-La-Tex, Inc. Louisiana Shreveport, LA Vehicle Auction ADESA Birmingham, Inc. Alabama Moody, AL Vehicle Auction ADESA Charlotte, Inc. North Carolina Charlotte, NC Vehicle Auction ADESA Houston, Inc. Texas Houston, TX Vehicle Auction ADESA Lansing, Inc. Michigan Dimondale, MI Vehicle Auction ADESA Lexington, Inc. Kentucky Lexington, KY Vehicle Auction ADESA New Jersey, Inc. New Jersey Manville, NJ Vehicle Auction ADESA Ohio, Inc. Ohio Northfield, OH Vehicle Auction Franklin, OH ADESA Pennsylvania, Inc. Pennsylvania Mercer, PA Vehicle Auction -3- State of Name Organization Location Nature of Business - ---- ------------ -------- ------------------ ADESA Sacramento, Inc. California Sacramento, CA Vehicle Auction ADESA San Antonio, Inc. Texas San Antonio, TX Vehicle Auction ADESA St. Louis, Inc. Missouri Barnhart, MO Vehicle Auction ADESA Texas, Inc. Texas Austin, TX Vehicle Auction Mesquite, TX ADESA Wisconsin, Inc. Wisconsin Portage, WI Vehicle Auction Auto Dealers Exchange of Massachusetts Framingham, MA Vehicle Auction Concord, Inc. Auto Dealers Exchange of Tennessee Memphis, TN Vehicle Auction Memphis, Inc. A.D.E. of Knoxville, Inc. Tennessee Lenoir City, TN Vehicle Auction Greater Buffalo Auto Auction, Inc. New York Akron, NY Vehicle Auction ADESA Funding Corporation Indiana Indianapolis, IN Inactive Auto Banc Corporation New Jersey Manville, NJ Wholesale Vehicle Redistributor A.D.E. Management Company Indiana Indianapolis, IN Vehicle Auction Management Company A.D.E. of Jacksonville, Inc. Florida Jacksonville, FL Vehicle Auction ADESA Indianapolis, Inc. Indiana Plainfield, IN Vehicle Auction Great Rigs Incorporated Indiana Moody, AL Vehicle Transport Automotive Finance Corporation Indiana Indianapolis, IN Financial Services AFC Funding Corporation Indiana Indianapolis, IN Financial Services Automotive Floorplan Corporation Indiana Indianapolis, IN Financial Services ADESA Properties, Inc. Delaware Wilmington, DE Financial Services PAR, Inc. Indiana Indianapolis, IN Vehicle Remarketing ADESA Canada, Inc. Quebec Vars, Ontario, Vehicle Auction Canada Corporate Operations ADESA Montreal, Inc. Quebec St. Eustache, Vehicle Auction Quebec, Canada 3095-1115 Quebec Inc. Quebec St. Eustache, Inactive Quebec, Canada -4- State of Name Organization Location Nature of Business - ---- ------------ -------- ------------------ ADESA Halifax, Inc. Nova Scotia Halifax, Vehicle Auction Nova Scotia, Canada Professional Auto Remarketing Ontario Vars, Ontario, Vehicle Remarketing Canada, Inc. Canada ADESA Moncton, Inc. New Brunswick Moncton, Vehicle Auction New Brunswick, Canada ADESA Ottawa, Inc. Ontario Vars, Ontario, Vehicle Auction Canada ADESA Remarketing Services, Inc. Ontario Vars, Ontario, Vehicle Remarketing Canada Footnotes Formerly Minnesota Power & Light Company. Subsidiary of Minnesota Power, Inc. Contributed less than 1 percent of consolidated net income for the year ended December 31, 1998. Consisted of less than 1 percent of consolidated assets at December 31, 1998. MP Investments, Inc. has a 21 percent ownership interest in Capital Re Corporation (Capital Re). Capital Re is an investment accounted for by the equity method. Subsidiary of RendField Land Company, Inc. Subsidiary of Minnesota Power Enterprises, Inc. Subsidiary of Upper Minnesota Properties, Inc. Upper Minnesota Properties-Meadowlands, Inc. is a 99.5 percent partner in Meadowlands Affordable Housing Limited Partnership. Upper Minnesota Properties-Development, Inc. is a 50 percent partner in Blackwater Properties, LLP. Subsidiary of Minnesota Power Services Group, Inc. Subsidiary of MP Water Resources Group, Inc. Heater Utilities, Inc. is, at the request of the North Carolina Utilities Commission, the emergency operator of Scotsdale Water and Sewer, Inc. and Mobile Hills Estates. Both are small water utilities in North Carolina. Subsidiary of Heater Utilities, Inc. Subsidiary of Instrumentation Services, Inc. MP Real Estate Holdings, Inc. owns 80 percent of Lehigh Acquisition Corporation. Subsidiary of Lehigh Acquisition Corporation. -5- Subsidiary of Lehigh Corporation. Lehigh Corporation owns 100 percent of J.W. Ford, Inc., an investment accounted for under the equity method. MP Automotive Services, Inc. owns 80 percent of ADESA Southern Indiana, Inc. Subsidiary of MP Automotive Services, Inc. Subsidiary of ADESA Corporation. ADESA Corporation owns 51 percent of ADESA South Florida, L.L.C. which is an automobile auction in Opa-Locka, FL; and 95 percent of Great Rigs Incorporated. ADESA Ark-La-Tex, Inc. owns 100 percent of ADESA Ark-La-Tex, L.L.C. which is the auction business in Shreveport, LA. Subsidiary of Automotive Finance Corporation. Subsidiary of A.D.E. Management Company. ADESA Indianapolis, Inc. owns 5 percent of Great Rigs Incorporated. Subsidiary of ADESA Canada, Inc. ADESA Canada, Inc. owns 20 percent of Impact Auto Auctions Ltd. Subsidiary of ADESA Ottawa, Inc. Sold in 1998.
-6- 2. A brief description of the properties of claimant and each of its subsidiary public utility companies used for the generation, transmission, and distribution of electric energy for sale, or for the production, transmission, and distribution of natural or manufactured gas, indicating the location of principal generating plants, transmission lines, producing fields, gas manufacturing plants, and electric and gas distribution facilities, including all such properties which are outside the State in which claimant and its subsidiaries are organized and all transmission or pipelines which deliver or receive electric energy or gas at the borders of such State. Claimant - Minnesota Power, Inc. Reference is made to Annual Report Form 10-K (File No. 1-3548), filed by the claimant with the Commission on March 25, 1998, for the fiscal year ended December 31, 1997, particularly pages 20 through 22, which is hereby incorporated by reference in this statement. Subsidiary - Superior Water, Light and Power Company Same reference as under claimant. 3. The following information for the last calendar year with respect to claimant and each of its subsidiary public utility companies: (a) Number of kWh of electric energy sold (at retail or wholesale), and Mcf. of natural or manufactured gas distributed at retail. Electricity Gas Minnesota Power, Inc. 8,869,800,849 None Superior Water, Light and Power Company 550,881,933 25,262,019 (b) Number of kWh of electric energy and Mcf. of natural or manufactured gas distributed at retail outside the State in which each such company is organized. None (c) Number of kWh of electric energy and Mcf. of natural or manufactured gas sold at wholesale outside the State in which each such company is organized, or at the State line. Electricity Gas Minnesota Power, Inc. 2,218,536,385 None Superior Water, Light and Power Company None None (d) Number of kWh of electric energy and Mcf. of natural or manufactured gas purchased outside the State in which each company is organized or at the State line. Electricity Gas Minnesota Power, Inc. 5,296,714,622 None Superior Water, Light and Power Company 568,475,385 None 4. The following information for the reporting period with respect to claimant and each interest it holds directly or indirectly in an EWG or a foreign utility company, stating monetary amounts in United States dollars: Not applicable to Minnesota Power, Inc. -7- Exhibits [This Exhibit A contains confidential information which has been omitted, but filed separately with the Securities and Exchange Commission.] Exhibit B is the Financial Data Schedules. Exhibit C is not applicable to Minnesota Power, Inc. -8- The above-named claimant has caused this statement to be duly executed on its behalf by its authorized officer on this 9th day of February 1999. MINNESOTA POWER, INC. ----------------------------------- (Name of Claimant) By D.G. Gartzke ----------------------------------- Senior Vice President - Finance and Chief Financial Officer [CORPORATE SEAL] Attest: Mark A. Schober - ----------------------------------- Controller Name, title and address of officer to whom notices and correspondence concerning this statement should be addressed: David G. Gartzke Senior Vice President - Finance and Chief Financial Officer ---------------- ----------------------------------------------------------- (Name) (Title) Minnesota Power, Inc. 30 West Superior Street Duluth, Minnesota 55802 ----------------------- (Address) -9-
 

OPUR3 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MINNESOTA POWER'S CONSOLIDATED BALANCE SHEET AND STATEMENT OF INCOME FOR THE PERIOD ENDED DECEMBER 31, 1998, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000,000 YEAR DEC-31-1998 JAN-01-1998 DEC-31-1998 PER-BOOK 2,317 1,040 89
 

OPUR3 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MINNESOTA POWER'S CONSOLIDATED BALANCE SHEET AND STATEMENT OF INCOME FOR THE PERIOD ENDED DECEMBER 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000,000 YEAR DEC-31-1997 JAN-01-1997 DEC-31-1997 PER-BOOK 2,189 954 78