Registration No. 333-
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Securities and Exchange Commission
Washington, D.C. 20549
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FORM S-3
Registration Statement Under The Securities Act of 1933
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Minnesota Power & Light Company
(Exact name of registrant as specified in its charter)
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Minnesota 41-0418150
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
30 West Superior Street
Duluth, Minnesota 55802
(218) 722-2641
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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DAVID G. GARTZKE JAMES K. VIZANKO
Senior Vice President-Finance Corporate Treasurer
and Chief Financial Officer 30 West Superior Street
30 West Superior Street Duluth, Minnesota 55802
Duluth, Minnesota 55802 (218) 722-2641
(218) 722-2641
PHILIP R.HAVERSON, Esq. ROBERT J. REGER, JR., Esq.
Vice Presidnet, General Counsel Reid & Priest LLP
and Corporate Secretary 40 West 57th Street
30 West Superior Street New York, New York 10019
Duluth, Minnesota 55802 (212) 603-2000
(218) 722-2641
(Names, addresses, including zip codes, and telephone numbers, including
area codes, of agents for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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Calculation of Registration Fee
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Proposed Maximum Proposed Maximum
Title of Each Class of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Unit Offering Price Registration Fee
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Common Stock, without par value 96,526 shares $27.4375 $2,648,433 $913.26
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Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(c), on the basis of the average of the high and low prices
of the registrant's Common Stock on the New York Stock Exchange composite tape
on July 8, 1996.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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SUBJECT TO COMPLETION
DATED JULY 11, 1996
PROSPECTUS
Minnesota Power & Light Company
96,526 Shares of Common Stock
(Without Par Value)
The shares of Common Stock of Minnesota Power & Light Company (Company or
Minnesota Power) offered hereby (Shares) will be sold from time to time by the
selling shareholders described herein (Selling Shareholders) in brokers'
transactions at prices prevailing at the time of sale or as otherwise described
in "Plan of Distribution". The Company will not receive any of the proceeds from
the sale of the Shares. Expenses in connection with the registration of the
Shares under the Securities Act of 1933, as amended (1933 Act), including legal
and accounting fees of the Company and MP Water Resources Group, Inc. (MP Water
Resources), formerly Topeka Group Inc., a wholly owned subsidiary of the
Company, will be paid by the Company.
The Shares were acquired from the Company by the Selling Shareholders in a
private placement transaction. This Prospectus has been prepared for the purpose
of registering the Shares under the 1933 Act to allow future sales by the
Selling Shareholders to the public without restriction. To the knowledge of the
Company, the Selling Shareholders have made no arrangement with any brokerage
firm for the sale of the Shares. The Selling Shareholders may be deemed to be
"underwriters" within the meaning of the 1933 Act. Any commissions received by a
broker or dealer in connection with resales of the Shares may be deemed to be
underwriting commissions or discounts under the 1933 Act.
The Shares have not been registered for sale under the securities laws of
any state or jurisdiction as of the date of this Prospectus. Brokers or dealers
effecting transactions in the Shares should confirm the registration thereof
under the securities laws of the states or jurisdictions in which such
transactions occur, or the existence of any exemption from registration.
The Common Stock of the Company, including the Shares, is listed on the New
York Stock Exchange. The last reported sale price on the New York Stock Exchange
on July 10, 1996 was $27.625.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is , 1996.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction.
Available Information
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (1934 Act) and, in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission (Commission). Such reports, proxy statements and other information
filed by the Company may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the following Regional Offices of the Commission:
New York Regional Office, 7 World Trade Center, 13th Floor, New York, New York
10048; and Chicago Regional Office, Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material may also be
obtained at prescribed rates from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549. The Company's common stock
(Common Stock) is listed on the New York Stock Exchange. Reports and other
information concerning the Company may be inspected and copied at the office of
such Exchange at 20 Broad Street, New York, New York. In addition, the Company's
5% Preferred Stock, $100 par value, is listed on the American Stock Exchange.
Reports and other information concerning the Company may also be inspected and
copied at the office of such Exchange at 86 Trinity Place, New York New York.
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Incorporation of Certain Documents by Reference
The following documents, filed by the Company with the Commission pursuant
to the 1934 Act, are hereby incorporated by reference:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (1995 Form 10-K).
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996.
3. The Company's Current Reports on Form 8-K dated April 9, 1996
and June 18, 1996.
Each document filed subsequent to the date of this Prospectus pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the termination of
the offering made by this Prospectus shall be deemed to be incorporated by
reference in this Prospectus and shall be a part hereof from the date of filing
of such document; provided, however, that the documents enumerated above or
subsequently filed by the Company pursuant to Section 13 or 15(d) of the 1934
Act prior to the filing with the Commission of the Company's most recent Annual
Report on Form 10-K shall not be incorporated by reference in this Prospectus or
be a part hereof from and after the filing of such most recent Annual Report on
Form 10-K.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any document referred to
above which has been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into such documents). Requests for such copies should
be directed to: Shareholder Services, Minnesota Power, 30 West Superior Street,
Duluth, Minnesota 55802, telephone number (218) 723-3974 or (800) 535-3056.
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The Company
Minnesota Power is an operating public utility incorporated under the laws
of the State of Minnesota since 1906. Its principal executive office is at 30
West Superior Street, Duluth, Minnesota 55802, and its telephone number is (218)
722-2641. The Company has operations in four business segments: (1) electric
operations, which include electric and gas services, and coal mining; (2) water
operations, which include water and wastewater services; (3) automobile
auctions, which also include a finance company and an auto transport company;
and (4) investments, which include real estate operations, a 21 percent equity
investment in a financial guaranty reinsurance company, and a securities
portfolio. As of March 31, 1996 the Company and its subsidiaries had
approximately 5,600 employees.
(Unaudited)
Three Months Ended
Year Ended December 31, March 31,
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Summary of Earnings Per Share 1993 1994 1995 1995 1996
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Consolidated Earnings Per Share
Continuing Operations $ 2.27 $ 1.99 $ 2.06 $.81 $.61
Discontinued Operations (.07) .07 .10 .06 -
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Total $ 2.20 $ 2.06 $ 2.16 $.87 $.61
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Percentage of Earnings by Business Segment
Continuing Operations
Electric Operations 65% 65% 63% 40% 67%
Water Operations 2 23 (2) 0 5
Automobile Auctions - - 0 - 5
Investments 55 38 62 86 46
Corporate Charges and Other (19) (29) (28) (33) (23)
Discontinued Operations (3) 3 5 7 -
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100% 100% 100% 100% 100%
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Financial statement information may not be comparable between periods due
to the purchase of ADESA Corporation on July 1, 1995.
On June 30, 1995 the Company sold its interest in its paper and pulp
business to Consolidated Papers, Inc. (CPI) for $118 million in cash, plus
CPI's assumption of certain debt and lease obligations. The Company is
still committed to a maximum guarantee of $95 million to ensure a portion
of a $33.4 million annual lease obligation for paper mill equipment under
an operating lease extending to 2012. CPI has agreed to indemnify the
Company for any payments the Company may make as a result of the Company's
obligation relating to this operating lease.
Includes the financial results for the Reach All Partnership and general
corporate expenses not allocable to a specific business segment.
Electric Operations
Electric operations generate, transmit, distribute and sell electricity.
Minnesota Power provides electricity to 121,000 customers in northern Minnesota,
while the Company's wholly owned subsidiary, Superior Water, Light and Power
Company, sells electricity to 14,000 customers and natural gas to 11,000
customers, and provides water to 10,000 customers in northwestern Wisconsin.
Another wholly owned subsidiary, BNI Coal, Ltd. (BNI Coal) owns and operates a
lignite mine in North Dakota. Two electric generating cooperatives, Minnkota
Power Cooperative, Inc. and Square Butte Electric Cooperative (Square Butte),
presently consume virtually all of BNI Coal's production of lignite coal under
coal supply agreements extending to 2027. Under an agreement with Square Butte,
Minnesota Power purchases 71 percent of the output from the Square Butte unit
which is capable of generating up to 470 megawatts.
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In 1995 large industrial customers contributed about half of the Company's
electric operating revenue. The Company has large power contracts to sell power
to eleven industrial customers (five taconite producers, five paper companies
and a pipeline company) each requiring 10 megawatts or more of power. These
contracts, which have termination dates ranging from April 1997 to December
2005, require the payment of minimum monthly demand charges that cover most of
the fixed costs, including a return on common equity, associated with having the
capacity available to serve these customers.
Water Operations
Water operations include Southern States Utilities, Inc. (SSU) and Heater
Utilities, Inc. (Heater), both wholly owned subsidiaries of the Company. SSU is
the largest private water supplier in Florida. At March 31, 1996 SSU provided
water to 117,000 customers and wastewater treatment services to 53,000 customers
in Florida. At March 31, 1996 Heater provided water to 26,000 customers and
wastewater treatment services to 3,000 customers in North Carolina and South
Carolina. These water operations have been upgrading existing facilities and
building new facilities.
Automobile Auctions
Minnesota Power has an 83 percent ownership interest in ADESA Corporation
(ADESA), the third largest automobile auction business in the United States.
ADESA, headquartered in Indianapolis, Indiana, owns and operates 20 automobile
auctions in the United States and Canada through which used cars and other
vehicles are sold to franchised automobile dealers and licensed used car
dealers. Two wholly owned subsidiaries of ADESA, Automotive Finance Corporation
and ADESA Auto Transport, perform related services. Sellers at ADESA's auctions
include domestic and foreign auto manufacturers, car dealers, fleet/lease
companies, banks and finance companies.
The Company acquired 80 percent of ADESA on July 1, 1995 for $167 million
in cash. Proceeds from the sale of the paper and pulp business combined with
proceeds from the sale of securities investments were used to fund this
acquisition. Acquired goodwill and other intangible assets associated with this
acquisition are being amortized on a straight line basis over periods not
exceeding 40 years. In January 1996 the Company provided an additional $15
million of capital in exchange for 1,982,346 original issue common stock shares
of ADESA. This capital contribution increased the Company's ownership interest
in ADESA to 83 percent. Put and call agreements with ADESA's four top managers
provide ADESA management the right to sell to Minnesota Power, and Minnesota
Power the right to purchase, ADESA management's 17 percent retained ownership
interest in ADESA in increments during the years 1997, 1998 and 1999, at a price
based on ADESA's financial performance.
Investments
The Company owns 80 percent of Lehigh Acquisition Corporation, a real
estate company which owns various real estate properties and operations in
Florida.
Minnesota Power has a 21 percent equity investment in Capital Re
Corporation (Capital Re). Capital Re is a Delaware holding company engaged
primarily in financial and mortgage guaranty reinsurance through its wholly
owned subsidiaries, Capital Reinsurance Company and Capital Mortgage Reinsurance
Company. Capital Reinsurance Company is a reinsurer of financial guarantees of
municipal and non-municipal debt obligations. Capital Mortgage Reinsurance
Company is a reinsurer of residential mortgage guaranty insurance. The Company's
equity investment in Capital Re at March 31, 1996 was $94 million.
As of March 31, 1996 the Company had approximately $107 million invested in
a securities portfolio. The majority of the securities are investment grade
stocks of other utility companies and are considered by the Company to be
conservative investments. Additionally, the Company sells common stock
securities short and enters into short sales of treasury futures contracts as
part of an overall investment portfolio hedge strategy.
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Selling Shareholders
The following table lists the Selling Shareholders, the number of shares of
Common Stock of the Company beneficially owned by each as of the date of this
Prospectus, the number of shares to be offered by each and the number of
outstanding shares to be owned by each after the sale. MP Water Resources and
Minnesota Power exchanged the Shares for all the outstanding shares of common
stock of Instrumentation Services, Inc. owned by the Selling Shareholders. The
Shares were issued by the Company and delivered by MP Water Resources to the
Selling Shareholders in a private placement transaction that has been accounted
for as a pooling of interests.
Shares Owned Shares to be Shares to be
Prior to Offered Owned After
Selling Shareholder (1) Offering (2) Hereby (3) Offering(4)
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James E. Brown, III 71,024 71,024 0
Stephen E. Ableman 25,625 25,502 113
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(1) MP Water Resources, formerly Topeka Group Inc., a wholly owned subsidiary
of Minnesota Power, owns 100% of Instrumentation Services, Inc. James
E. Brown, III is Senior Vice President of Instrumentation Services, Inc.
Stephen E. Ableman is a Senior Field Engineer of Instrumentation Services,
Inc.
(2) As of July 10, 1996 the aggregate number of shares of Common Stock held by
the Selling Shareholders was less than one percent of the outstanding
Common Stock of the Company on such date.
(3) As of April 26, 1996 the Selling Shareholders represented to the Company
that (i) they were acquiring the Shares pursuant to the share exchange for
investment for their own accounts and without any view to, or for resale in
connection with, the distribution thereof within the meaning of the 1933
Act and (ii) they would not sell, transfer or otherwise dispose of for a
two year period from and after April 26, 1996 an aggregate number of shares
of Common Stock having a value, as of April 26, 1996 of more than 50
percent of the value of all the issued and outstanding Instrumentation
Services, Inc. common stock immediately prior to the share exchange.
(4) Assumes the sale of all of the Shares covered by this Prospectus and that
no additional shares are acquired by the Selling Shareholders.
Dividends and Price Range
The following table sets forth the high and low sales prices per share of
the Common Stock on the New York Stock Exchange composite tape as published in
The Wall Street Journal and the dividends paid for the indicated periods.
Price Range Dividends
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High Low Per Share
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1994 First Quarter $ 33 $ 28 $ 0.505
Second Quarter 30 1/8 25 0.505
Third Quarter 28 1/8 25 0.505
Fourth Quarter 26 5/8 24 3/4 0.505
1995 First Quarter $ 26 3/8 $ 24 1/4 $ 0.510
Second Quarter 28 25 1/4 0.510
Third Quarter 28 1/8 26 3/8 0.510
Fourth Quarter 29 1/4 27 1/2 0.510
1996 First Quarter $ 29 3/4 $ 26 1/8 $ 0.510
Second Quarter 29 26 0.510
Third Quarter 28 3/4 27 1/4
(through July 10, 1996)
The last reported sale price of the Common Stock on the New York Stock
Exchange composite tape on July 10, 1996 was $27.625 per share. The book value
of the Common Stock at March 31, 1996 was $18.56 per share.
-5-
The Company has paid dividends without interruption on its Common Stock
since 1948, the date of the initial distribution of the Common Stock by American
Power & Light Company, the former holder of all such stock.
The Company has a Dividend Reinvestment and Stock Purchase Plan (Plan). The
Plan provides investors (Participants) with a convenient method of acquiring
shares of Common Stock through (i) the reinvestment in Common Stock of all or a
portion of the cash dividends payable on the Participant's holdings of Common
Stock and Preferred Stocks, and/or (ii) the investment of optional cash payments
pursuant to the terms of the Plan. The Plan also provides a means for
Participants to deposit into the Plan for safekeeping, free of any service
charges, share certificates representing shares of Common Stock. A minimum
initial cash investment of $250 is required for interested investors who are not
shareholders (except generally for those interested investors who are customers
of the Company, Superior Water, Light and Power Company, Heater or SSU, in which
case the minimum is $10). No brokerage fees, commissions or other service
charges are incurred by a Participant for purchases made under the Plan.
However, any such charges are reported to the Internal Revenue Service by the
Company as income to the Participant. The Company reserves the right to suspend,
modify, amend or terminate the Plan at any time and to interpret and regulate
the Plan as it deems necessary or desirable in connection with the operation of
the Plan. Shares of Common Stock are offered for sale under the Plan only by
means of a separate prospectus available upon request from the Company.
Description of Common Stock
General. The following statements relating to the Common Stock are merely
an outline and do not purport to be complete. They are qualified in their
entirety by reference to the Company's Articles of Incorporation (Articles of
Incorporation) and the Mortgage and Deed of Trust of the Company. Reference is
also made to the laws of the State of Minnesota.
The Company's authorized capital stock consists of 65,000,000 shares of
Common Stock, without par value, 116,000 shares of 5% Preferred Stock, $100 par
value, 1,000,000 shares of Serial Preferred Stock, without par value, and
2,500,000 shares of Serial Preferred Stock A, without par value.
Dividend Rights. The Common Stock is entitled to all dividends after full
provision for dividends on the issued and outstanding Preferred Stocks and the
sinking fund requirements of the Serial Preferred Stock A, $7.125 Series and
$6.70 Series.
The Articles of Incorporation provide that so long as any shares of the
Company's Preferred Stocks are outstanding, cash dividends on Common Stock are
restricted to 75 percent of available net income when Common Stock equity is or
would become less than 25 percent but more than 20 percent of total
capitalization. This restriction becomes 50 percent when such equity is or would
become less than 20 percent. See Note 8 to Consolidated Financial Statements
incorporated by reference in the Company's 1995 Form 10-K.
Voting Rights (Non-Cumulative Voting). Holders of Common Stock are entitled
to notice of and to vote at any meeting of shareholders. Each share of the
Common Stock, as well as each share of the issued and outstanding Preferred
Stocks, is entitled to one vote. Since the holders of such shares do not have
cumulative voting rights, the holders of more than 50 percent of the shares
voting can elect all the Company's directors, and in such event the holders of
the remaining shares voting (less than 50 percent) cannot elect any directors.
In addition, the Preferred Stocks are expressly entitled, as one class, to elect
a majority of the directors (the Common Stock, as one class, electing the
minority) whenever dividends on any of such Preferred Stocks shall be in default
in the amount of four quarterly payments and thereafter until all such dividends
in default shall have been paid. The Articles of Incorporation include detailed
procedures and other provisions relating to these rights and their termination,
such as quorums, terms of directors elected, vacancies, class voting as between
Preferred Stocks and Common Stock, meetings, adjournments and other matters.
-6-
The Articles of Incorporation contain certain provisions which make it
difficult to obtain control of the Company through transactions not having the
approval of the Board of Directors, including:
(1) A provision requiring the affirmative vote of 75 percent of the
outstanding shares of all classes of capital stock of the Company,
present and entitled to vote, in order to authorize certain "Business
Combinations." Any such Business Combination is required to meet
certain "fair price" and procedural requirements. Neither a 75 percent
stockholder vote nor "fair price" is required for any Business
Combination which has been approved by a majority of the "Disinterested
Directors."
(2) A provision permitting a majority of the Disinterested Directors to
determine whether the above requirements have been satisfied.
(3) A provision providing that certain of the Articles of Incorporation
cannot be altered unless approved by 75 percent of the outstanding
shares of all classes of capital stock, present and entitled to vote,
unless such alteration is recommended to the shareholders by a majority
of the Disinterested Directors.
Liquidation Rights. After satisfaction of creditors and of the preferential
liquidation rights of the outstanding Preferred Stocks ($100 per share plus
unpaid accumulated dividends), the holders of the Common Stock are entitled to
share ratably in the distribution of all remaining assets.
Miscellaneous. Holders of Common Stock have no preemptive or conversion
rights.
The Common Stock is listed on the New York Stock Exchange.
The transfer agents for the Common Stock are Norwest Bank Minnesota,
N.A. and the Company. The registrars for the Common Stock are Norwest Bank
Minnesota, N.A. and the Company.
Experts
The Company's consolidated financial statements incorporated in this
Prospectus by reference to the Company's 1995 Form 10-K, except as they relate
to ADESA, have been audited by Price Waterhouse LLP, independent accountants,
and, insofar as they relate to ADESA, by Ernst & Young LLP, independent
auditors. Such financial statements, except as they relate to ADESA, have been
so incorporated in reliance on the report of Price Waterhouse LLP, given on the
authority of said firm as experts in auditing and accounting.
The financial statement schedule incorporated in this Prospectus by
reference to the Company's 1995 Form 10-K has been so incorporated in reliance
on the report of Price Waterhouse LLP, independent accountant, given on the
authority of said firm as experts in auditing and accounting.
The consolidated financial statements of ADESA for the period from July 1,
1995 to December 31, 1995 which are included in the consolidated financial
statements of the Company incorporated in this Prospectus by reference to the
Company's 1995 Form 10-K have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included in said 1995 Form 10-K.
Such report is given upon the authority of such firm as experts in accounting
and auditing.
The statements as to matters of law and legal conclusions under
"Description of Common Stock" in this Prospectus and in the documents
incorporated herein by reference have been reviewed by Philip R. Halverson,
Esq., Duluth, Minnesota, Vice President, General Counsel and Corporate Secretary
of the Company, and are set forth or incorporated by reference herein in
reliance upon his opinion given upon his authority as an expert.
As of July 1, 1996 Mr. Halverson owned approximately 4,109 shares of the
Common Stock of the Company. Mr. Halverson is regularly acquiring additional
shares of Common Stock as a participant in the Company's Employee Stock Purchase
Plan, Employee Stock Ownership Plan and Supplemental Retirement Plan.
-7-
Legal Opinions
The legality of the Shares of Common Stock offered hereby will be passed
upon for the Company by Mr. Halverson and by Reid & Priest LLP, New York, New
York, counsel for the Company. Reid & Priest LLP may rely as to all matters of
Minnesota law upon the opinion of Mr. Halverson.
Plan of Distribution
The Shares to be offered pursuant to this Prospectus are fully paid and
nonassessable and will be offered and sold by the Selling Shareholders for their
own accounts. The Company will not receive any of the proceeds from such sales.
The Selling Shareholders may offer and sell the Shares from time to time in
transactions at market prices prevailing at the time of sale or at negotiated
prices. Sales may be made to or through broker-dealers who may receive
compensation in the form of discounts, concessions or commissions from the
Selling Shareholders and/or the purchasers of Shares for whom such
broker-dealers may act as agents and/or to whom they may sell as principals, or
both (which compensation as to a particular broker-dealer may be in excess of
customary commissions).
If required, this Prospectus will be supplemented to set forth the name or
names of the Selling Shareholders for whose account a particular offering of
Shares is to be made, the number of Shares so offered for such Selling
Shareholders' account and, if such offering is to be made by or through
underwriters or dealers, the names of such underwriters or dealers and the
principal terms of the arrangements between the underwriters or dealers and the
Selling Shareholders.
The Selling Shareholders and any broker-dealers acting in connection with
the sale of the Shares hereunder may be deemed to be "underwriters" within the
meaning of Section 2(11) of the 1933 Act, and any commissions received by them
and any profit realized by them on the resale of Shares as principals may be
deemed underwriting compensation under the 1933 Act.
The Company will pay all expenses related to the registration of the Shares
under the 1933 Act.
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No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus and, if given or made, such other information and
representations must not be relied upon as having been authorized by the
Company. Neither the delivery of this Prospectus nor any such sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to its date.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any securities other than the registered securities to which it
relates. This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy such securities in any circumstances in which such offer or
solicitation is unlawful.
-8-
PART II. Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution of the
securities being registered are:
Filing Fee - Securities and Exchange Commission $ 914
Stock exchange listing fee 1,500
Fees of Company's legal counsel * 12,500
Independent accountants' fees * 5,000
Miscellaneous expenses * 5,086
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* Total $25,000
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* Estimated
Item 15. Indemnification of Directors and Officers.
Section 302A.521 of the Minnesota Business Corporation Act generally
provides for the indemnification of directors, officers or employees of a
corporation made or threatened to be made a party to a proceeding by reason of
the former or present official capacity of the person against judgments,
penalties and fines (including attorneys' fees and disbursements) where such
person, among other things, has not been indemnified by another organization,
acted in good faith, received no improper personal benefit and with respect to
any criminal proceeding, had no reasonable cause to believe his conduct was
unlawful.
Section 13 of the Bylaws of the Company contains the following provisions
relative to indemnification of directors and officers:
"The Company shall reimburse or indemnify each present and future director
and officer of the Company (and his or her heirs, executors and administrators)
for or against all expenses reasonably incurred by such director or officer in
connection with or arising out of any action, suit or proceeding in which such
director or officer may be involved by reason of being or having been a director
or officer of the Company. Such indemnification for reasonable expenses is to be
to the fullest extent permitted by the Minnesota Business Corporation Act,
Minnesota Statutes Chapter 302A. By affirmative vote of the Board of Directors
or with written approval of the Chairman and Chief Executive Officer, such
indemnification may be extended to include agents and employees who are not
directors or officers of the Company, but who would otherwise be indemnified for
acts and omissions under Chapter 302A of the Minnesota Business Corporation Act,
if such agent or employee were an officer of the Company."
"Reasonable expenses may include reimbursement of attorney's fees and
disbursements, including those incurred by a person in connection with an
appearance as a witness."
"Upon written request to the Company and approval by the Chairman and Chief
Executive Officer, an agent or employee for whom indemnification has been
extended, or an officer or director may receive an advance for reasonable
expenses if such agent, employee, officer or director is made or threatened to
be made a party to a proceeding involving a matter for which indemnification is
believed to be available under Minnesota Statutes Chapter 302A."
"The foregoing rights shall not be exclusive of other rights to which any
director or officer may otherwise be entitled and shall be available whether or
not the director or officer continues to be a director or officer at the time of
incurring such expenses and liabilities."
The Company has insurance covering its expenditures which might arise in
connection with the lawful indemnification of its directors and officers for
their liabilities and expenses, and insuring officers and directors of the
Company against certain other liabilities and expenses.
II-1
Item 16. Exhibits
* 4(a)1 - Articles of Incorporation, restated as of July 27, 1988 (filed as
Exhibit 3(a), File No. 33-24936).
* 4(a)2 - Certificate Fixing Terms of Serial Preferred Stock A, $7.125
Series (filed as Exhibit 3(a)2, File No.33-50143).
* 4(a)3 - Certificate Fixing Terms of Serial Preferred Stock A, $6.70
Series (filed as Exhibit 3(a)3, File No.33-50143).
* 4(b) - Bylaws as amended January 23, 1991 (filed as Exhibit 3(b),
File No. 33-45549).
* 4(c)1 - Mortgage and Deed of Trust, dated as of September 1, 1945,
between the Company and Irving Trust Company (now The Bank of
New York) and Richard H. West (W.T. Cunningham, successor),
Trustees (filed as Exhibit 7(c), File No. 2-5865).
* 4(c)2 - Supplemental Indentures to Mortgage and Deed of Trust:
Number Dated as of Reference File Exhibit
------ ----------- -------------- -------
First March 1, 1949 2-7826 7(b)
Second July 1, 1951 2-9036 7(c)
Third March 1, 1957 2-13075 2(c)
Fourth January 1, 1968 2-27794 2(c)
Fifth April 1, 1971 2-39537 2(c)
Sixth August 1, 1975 2-54116 2(c)
Seventh September 1, 1976 2-57014 2(c)
Eighth September 1, 1977 2-59690 2(c)
Ninth April 1, 1978 2-60866 2(c)
Tenth August 1, 1978 2-62852 2(d)2
Eleventh December 1, 1982 2-56649 4(a)3
Twelfth April 1, 1987 33-30224 4(a)3
Thirteenth March 1, 1992 33-47438 4(b)
Fourteenth June 1, 1992 33-55240 4(b)
Fifteenth July 1, 1992 33-55240 4(c)
Sixteenth July 1, 1992 33-55240 4(d)
Seventeenth February 1, 1993 33-50143 4(b)
Eighteenth July 1, 1993 33-50143 4(c)
* 4(d) - Mortgage and Deed of Trust, dated as of March 1, 1943, between
Superior Water, Light and Power Companyand Chemical Bank & Trust
Company (Chemical Bank, successor) and Howard B. Smith (Steven F.
Lasher, successor), as Trustees (filed as Exhibit 7(c), File
No. 2-8668), as supplemented and modified by First Supplemental
Indenture thereto dated as of March 1, 1951 (filed as Exhibit
2(d)(1), File No.2-59690), Second Supplemental Indenture
thereto dated as of March 1, 1962 (filed as Exhibit 2(d)1, File
No. 2-27794), Third Supplemental Indenture thereto dated as of
July 1, 1976 (filed as Exhibit 2(e)1, File No. 2-57478), Fourth
Supplemental Indenture thereto dated as of March 1, 1985 (filed as
Exhibit 4(b), File No. 2-78641) and Fifth Supplemental Indenture
thereto, dated as of December 1, 1992 (filed as Exhibit 4(b)1 to
Form 10-K for the year ended December 31, 1992, File No. 1-3548).
5(a) - Opinion and Consent of Philip R. Halverson, Esq., Vice
President, General Counsel and Corporate Secretary of the Company.
5(b) - Opinion and Consent of Reid & Priest LLP.
23(a) - Consent of Price Waterhouse LLP.
23(b) - Consent of Ernst & Young LLP.
23(c) - Consents of Philip R. Halverson, Esq., and Reid & Priest LLP are
contained in Exhibits 5(a) and 5(b), respectively.
24 - Power of Attorney (see page II-4).
- ------------------
* Incorporated herein by reference as indicated.
II-2
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
II-3
Power of Attorney
Each person whose signature appears below hereby authorizes any agent for
service named in this registration statement to execute in the name of each such
person, and to file with the Securities and Exchange Commission, any and all
amendments, including post-effective amendments, to the registration statement,
and appoints any such agent for service as attorney-in-fact to sign in each such
person's behalf individually and in each capacity stated below and file any such
amendments to the registration statement and the registrant hereby also appoints
each such agent for service as its attorney-in-fact with like authority to sign
and file any such amendments in its name and behalf.
Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Duluth, State of Minnesota, on July 11, 1996.
MINNESOTA POWER & LIGHT COMPANY
(Registrant)
Edwin L. Russell
By ---------------------------
Edwin L. Russell
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
Edwin L. Russell July 11, 1996
- ---------------------------------
Edwin L. Russell Chairman, President
Chairman, President, Chief Chief Executive Officer
Executive Officer and Director and Director
D.G. Gartzke July 11, 1996
- ---------------------------------
D.G. Gartzke Senior Vice President-
Senior Vice President-Finance Finance and
and Chief Financial Officer Chief Financial Officer
Mark A. Schober July 11, 1996
- ---------------------------------
Mark A. Schober Corporate Controller
Corporate Controller
II-4
Signature Title Date
--------- ----- ----
Director
- ---------------------------------
Merrill K. Cragun
Dennis E. Evans Director July 11, 1996
- ---------------------------------
Dennis E. Evans
Director
- ---------------------------------
D. Michael Hockett
Peter J. Johnson Director July 11, 1996
- ---------------------------------
Peter J. Johnson
Director
- ---------------------------------
Jack R. Kelly, Jr.
George L. Mayer Director July 11, 1996
- ---------------------------------
George L. Mayer
Paula F. McQueen Director July 11, 1996
- ---------------------------------
Paula F. McQueen
Robert S. Nickoloff Director July 11, 1996
- ---------------------------------
Robert S. Nickoloff
Jack I. Rajala Director July 11, 1996
- ---------------------------------
Jack I. Rajala
Arend J. Sandbulte Director July 11, 1996
- ---------------------------------
Arend J. Sandbulte
Nick Smith Director July 11, 1996
- ---------------------------------
Nick Smith
Bruce W. Stender Director July 11, 1996
- ---------------------------------
Bruce W. Stender
Donald C. Wegmiller Director July 11, 1996
- ---------------------------------
Donald C. Wegmiller
II-5
Exhibit 5(a)
Minnesota Power / 30 west superior street / duluth, minnesota 55802 / telephone
218-723-3964
Philip R. Halverson - vice president, general counsel and secretary
July 11, 1996
Minnesota Power & Light Company
30 West Superior Street
Duluth, Minnesota 55802
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-3 to be
filed on or about the date hereof with the Securities and Exchange
Commission by Minnesota Power & Light Company (Company) under the
Securities Act of 1933, as amended, with respect to 96,526 shares, without
par value, of the Company's Common Stock (Stock) which were issued in
connection with the Agreement and Plan of Reorganization dated as of April
26, 1996, by and among Topeka Group, Inc. (now MP Water Resources Group,
Inc.), the Company, Instrumentation Services, Inc., and James E. Brown, III
and Stephen E. Ableman (collectively, the Selling Shareholders), I am of
the opinion that:
1. The Company is a corporation validly organized and existing
under the laws of the State of Minnesota.
2. The issuance and sale of said 96,526 shares of Stock to the
Selling Shareholders was authorized by the Minnesota Public
Utilities Commission.
3. Said 96,526 shares of Stock have been validly issued in
accordance with the laws of the State of Minnesota and are fully
paid and nonassessable.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of my name therein.
Very truly yours,
Philip R. Halverson
Philip R. Halverson
Exhibit 5(b)
Reid & Priest LLP
40 West 57th Street
New York, N.Y. 10019-4097
Telephone 212 603-2000
Fax 212 603-2001
New York, New York
July 11, 1996
Minnesota Power & Light Company
30 West Superior Street
Duluth, Minnesota 55802
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-3 to be filed by
Minnesota Power & Light Company (Company) on or about the date hereof with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, with respect to 96,526 shares, without par value, of the Company's
Common Stock (Stock) which were issued in connection with the Agreement and
Plan of Reorganization dated as of April 26, 1996, by and among Topeka
Group, Inc. (now MP Water Resources Group, Inc.), the Company,
Instrumentation Services, Inc., and James E. Brown, III and Stephen E.
Ableman (collectively, the Selling Shareholders).
We are of the opinion that:
1. The Company is a corporation validly organized and existing
under the laws of the State of Minnesota.
2. The issuance and sale of said 96,526 shares of Stock to the
Selling Shareholders was authorized by the Minnesota Public
Utilities Commission.
3. Said 96,526 shares of Stock have been validly issued in
accordance with the laws of the State of Minnesota and are fully
paid and nonassessable.
We are members of the New York Bar and do not hold ourselves out as
experts on the laws of the State of Minnesota. Accordingly, as to all
matters of Minnesota law we have relied upon an opinion of even date
herewith addressed to the Company by Philip R. Halverson, Esq., Vice
President, General Counsel and Corporate Secretary of the Company.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name therein.
Very truly yours,
REID & PRIEST LLP
REID & PRIEST LLP
Exhibit 23(a)
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
January 22, 1996, which appears on page 21 of the 1995 Annual Report to
Shareholders of Minnesota Power & Light Company, which is incorporated by
reference in Minnesota Power & Light Company's Annual Report on Form 10-K for
the year ended December 31, 1995. We also consent to the incorporation by
reference of our report on the Financial Statement Schedule, which appears on
page 37 of such Annual Report on Form 10-K. We also consent to the reference to
us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Price Waterhouse LLP
Minneapolis, Minnesota
July 8, 1996
Exhibit 23(b)
(LOGO)
ERNST & YOUNG LLP One Indiana Square Phone: 317 681 7000
Suite 3400 Fax: 317 681 7216
Indianapolis, Indiana 46204-2094
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333- ) and related Prospectus
of Minnesota Power & Light Company for the registration of 96,526 shares of its
common stock and to the incorporation by reference therein of our report dated
January 17, 1996 (except Note 13, as to which the date is January 19, 1996),
with respect to the consolidated financial statements of ADESA Corporation for
the six months ended December 31, 1995 (not presented separately therein) which
are included in the consolidated financial statements of Minnesota Power & Light
Company that are incorporated by reference in its Annual Report (Form 10-K) for
the year ended December 31, 1995, filed with the Securities and Exchange
Commission.
Ernst & Young LLP
July 9, 1996
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
