SEC Filing | ALLETE, Inc.

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.

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2000/2001

File No. 69-78
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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

ALLETE (legally incorporated as MINNESOTA POWER, INC.)
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(Name of company)

hereby files with the Securities and 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 / Province
Name of Organization Location Nature of Business
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ALLETE (legally incorporated as Minnesota Minnesota Duluth, MN Multi-Services Company
Power, Inc.)

Superior Water, Light and Power Wisconsin Superior, WI Electric, Gas and Water
Company Utility

Energy Land, Incorporated Wisconsin Duluth, MN Inactive

MP Investments, Inc. Delaware Duluth, MN Investments

RendField Land Company, Inc. Minnesota Duluth, MN Land Holding

UtilEquip, Incorporated Minnesota Duluth, MN Inactive

Lakeview Financial Corporation I Minnesota Duluth, MN Financial Services

Lakeview Financial Corporation II Minnesota Duluth, MN Inactive

ALLETE Capital I Minnesota Duluth, MN Trust

PCUC Acquisition Sub, Inc. Minnesota Duluth, MN Inactive

Split Rock Energy LLC Minnesota Elk River, MN Power Marketing

Minnesota Power Enterprises, Inc. Minnesota Duluth, MN Product and Marketing
Coordination

BNI Coal, Ltd. North Dakota Bismarck, ND Coal Mining

MP Affiliate Resources, Inc. Minnesota Duluth, MN Administrative Operations

Minnesota Power Telecom, Inc. Minnesota Duluth, MN Telecommunications

Rainy River Energy Corporation Minnesota Duluth, MN Power Marketing

Synertec, Incorporated Minnesota Duluth, MN Contract Services

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State / Province
Name of Organization Location Nature of Business
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Upper Minnesota Properties, Inc. Minnesota Duluth, MN Affordable Housing Projects
and Economic Development

Upper Minnesota Properties-Meadowlands, Minnesota Duluth, MN Affordable Housing Project
Inc.

Upper Minnesota Properties-Irving, Inc. Minnesota Duluth, MN Affordable Housing Project

Upper Minnesota Properties-Development, Minnesota Duluth, MN Economic Development
Inc.

Minnesota Power Services Group, Inc. Minnesota Duluth, MN Product Development

Electric Outlet, Inc. Minnesota Duluth, MN Retailer

ALLETE Water Services, Inc. Minnesota Orlando, FL Water and Wastewater

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

Florida Water Services Corporation Florida Orlando, FL Water and Wastewater
Treatment Utility

Florida Gas Services Corporation Florida Orlando, FL Inactive

U.S. Maintenance and Management Florida Orlando, FL Full Maintenance Services
Services Corporation

Vibration Correction Services, Inc. Minnesota Duluth, MN Predictive Maintenance
Services

Americas' Water Services Corporation Florida Chicago, IL Contract Operations
Services

Florida Water Consumer Products Corporation Florida Orlando, FL Inactive

Instrumentation Services, Inc. Florida Orlando, FL Predictive Maintenance
Services

Predictive Maintenance and Operational North Carolina Orlando, FL Inactive
Services, Inc.

Georgia Water Services Corporation Georgia Atlanta, GA Wastewater Treatment Utility

Tennessee Water Services Tennessee Nashville, TN Inactive
Corporation

ALLETE Properties, Inc. Minnesota Lehigh Acres, FL Real Estate

Cape Coral Holdings, Inc. Florida Cape Coral, FL Subdivider, Developer

Cape Properties, Inc. Florida Cape Coral, FL Inactive

Marina Resources, Inc. Florida Cape Coral, FL Marina Operations

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State / Province
Name of Organization Location Nature of Business
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Lehigh Acquisition Corporation Delaware Lehigh Acres, FL Real Estate

Interlachen Lakes Estates, Inc. Florida Interlachen, FL Real Estate

Sundowner Properties, Inc. Pennsylvania Williston, FL Real Estate

SRC of Florida, Inc. Florida Lehigh Acres, FL Real Estate

Florida Landmark Communities, Inc. Florida Lehigh Acres, FL Subdivider, Developer

Lehigh Corporation Florida Lehigh Acres, FL Inactive

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 Inactive

Sugarmill Woods Communities, Inc. Florida Homosassa, FL Inactive

Enterprise Lehigh, Inc. Florida Lehigh Acres, FL Real Estate

ALLETE Automotive Services, Inc. Minnesota Duluth, MN Automotive Services

AutoVIN, Inc. Indiana Roswell, GA Field Information Services

ADESA Corporation Indiana Indianapolis, IN Vehicle Redistribution -
Corporate Operation

ADESA Arkansas, Inc. Arkansas N. Little Rock, AR Vehicle Auction

ADESA Ark-La-Tex, Inc. Louisiana Shreveport, LA Vehicle Auction

ADESA Atlanta, LLC New Jersey Newnan, GA Vehicle Auction

ADESA Birmingham, Inc. Alabama Moody, AL Vehicle Auction

ADESA California, Inc. California Sacramento, CA Vehicle Auction

ADESA Charlotte, Inc. North Carolina Charlotte, NC Vehicle Auction

ADESA Colorado, Inc. Colorado Fountain, CO Vehicle Auction

ADESA Des Moines, Inc. Iowa Des Moines, IA Vehicle Auction

ADESA Houston, Inc. Texas Houston, TX Vehicle Auction

ADESA Illinois, Inc. Illinois Indianapolis, IN Inactive

ADESA Importation Services, Inc. Michigan Flint, MI Registered Importer

ADESA Lansing, Inc. Michigan Dimondale, MI Vehicle Auction

ADESA Lexington, Inc. Kentucky Lexington, KY Vehicle Auction

ADESA Missouri, Inc. Missouri Barnhart, MO Vehicle Auction

ADESA New Jersey, Inc. New Jersey Manville, NJ Vehicle Auction

ADESA New York, Inc. New York Akron, NY Vehicle Auction

ADESA Ohio, Inc. Ohio Franklin, OH Vehicle Auction

ADESA Pennsylvania, Inc. Pennsylvania Mercer, PA Vehicle Auction

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State / Province
Name of Organization Location Nature of Business
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ADESA Phoenix, LLC New Jersey Chandler, AZ Vehicle Auction

ADESA San Antonio, Inc. Texas San Antonio, TX Vehicle Auction

ADESA Southern Indiana, Inc. Indiana Columbus, IN Vehicle Auction

ADESA Texas, Inc. Texas Austin, TX Vehicle Auction

ADESA Washington, Inc. Washington Auburn, WA Vehicle Auction

ADESA Wisconsin, Inc. Wisconsin Portage, WI Vehicle Auction

Auto Dealers Exchange of Concord, Inc. Massachusetts Framingham, MA Vehicle Auction

Auto Dealers Exchange of Memphis, Inc. Tennessee Memphis, TN Vehicle Auction

A.D.E. of Knoxville, Inc. Tennessee Lenoir City, TN Vehicle Auction

A & H, LLC Delaware Ocala, FL Vehicle Auction

ADESA Funding Corporation Indiana Indianapolis, IN Dissolved Oct. 2000

Auto Banc Corporation New Jersey Manville, NJ Wholesale Vehicle
Redistributor

A.D.E. Management Company Indiana Indianapolis, IN Dissolved Oct. 2000

ADESA Florida, Inc. Florida Jacksonville, FL Vehicle Auction

ADESA South Florida, LLC Indiana Opa-Locka, FL Vehicle Recovery Services
Auctions

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 AIM Corporation Indiana Indianapolis, IN Financial Services

AFC Funding Corporation Indiana Indianapolis, IN Financial Services

Automotive Floorplan Corporation Indiana Indianapolis, IN Financial Services

RAP Co., Inc. Indiana Indianapolis, IN Financial Services

ComSearch, Inc. Rhode Island E. Providence, RI Vehicle Recovery Services
Auctions

Automotive Recovery Services, Inc. Indiana E. Providence, RI Vehicle Recovery Services
Auctions

Automotive Finance Canada Inc. Ontario Ottawa, ON Financial Services

ADESA Properties, Inc. Delaware Wilmington, DE Financial Services

ADESA Properties Canada Inc. Delaware Wilmington, DE Financial Services

ADESA Automotive Services Corporation Nova Scotia Toronto, ON Inactive

PAR, Inc. Indiana Indianapolis, IN Vehicle Remarketing

ADESA Finance Canada Inc. Nova Scotia Halifax, NS Financial Services

ADESA Canada Inc. Quebec Montreal, QC Holding Company

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State / Province
Name of Organization Location Nature of Business
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Bytown Car Carriers Inc. Ontario Ottawa, ON Vehicle Transportation

Suburban Auto Parts Inc. Ontario Stouffville, ON Vehicle Recovery Services
Auctions

3095-1115 Quebec Inc. Quebec St. Eustache, QC Dissolved May 2000

ADESA Auctions Canada Corporation Nova Scotia Halifax, NS Vehicle Auctions

ADESA Remarketing Services Inc. Ontario Mississauga, ON Vehicle Remarketing

ADESA Montreal Inc. Quebec St. Eustache, QC Inactive

1109597 Ontario Inc. Ontario Mississauga, ON Amalgamated

Impact Auto Auctions Ltd. Ontario St. Eustache, QC Amalgamated

714747 Alberta Inc. Alberta Mississauga, ON Amalgamated

575795 Alberta Ltd. Alberta Calgary, AB Amalgamated

Independent Car Storage & Towing (1980) Alberta Calgary, AB Amalgamated
(Calgary) Ltd.

Impact Auto Auction Canada Inc. Ontario Mississauga, ON Amalgamated

Sudbury Auto Auction Ltd. Ontario Sudbury, ON Vehicle Recovery Services
Auctions

Auction Finance Group Ltd. Canada Brampton, ON Merged

CAAG Auto Auction Holdings Ltd. Canada Brampton, ON Amalgamated

Loopkey Holdings Ltd. Saskatoon Regina, SK Dissolved

CAAG Transport Ltd. British Columbia Vancouver, BC Vehicle Transport

504811 NB Ltd. New Brunswick St. John's, NF Inactive

CAAG Financial Services Ltd. Canada Edmonton, AB Amalgamated

Bowman Auction Services Inc. Canada Brampton, ON Amalgamated

L.G. Vehicle Value Guide Inc. Canada Brampton, ON Amalgamated

79378 Manitoba Inc. Manitoba Winnipeg, MB Holds Auto Dealer License

1271047 Ontario Inc. Ontario Brampton, ON Amalgamated

1271048 Ontario Inc. Ontario Brampton, ON Amalgamated

CAAG Auto Auction West Ltd. Saskatoon Regina, SK Amalgamated

Edmonton Auto Auction Inc. Alberta Calgary, AB Amalgamated

Calgary Auto Auction (1984) Inc. Alberta Calgary, AB Amalgamated

Canada West Auctioneers & Liquidators Alberta Calgary, AB Dissolved
Ltd.

Saskatoon Wholesale Auto Auction Saskatoon Saskatoon, SK Amalgamated
Inc.

CAAG Montreal Auto Auction Ltd. Saskatoon Les Cedres, QC Amalgamated

-5-

State / Province
Name of Organization Location Nature of Business
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CAAG Land Development Ltd. Canada Brampton, ON Amalgamated

1115763 Ontario Inc. Ontario Brampton, ON Amalgamated

3050597 Nova Scotia Limited Nova Scotia Halifax, NS Amalgamated

ADESA Automotive Services LP Ontario Mississauga, ON Management Company

3048540 Nova Scotia Company Nova Scotia Halifax, NS General Partner

3048538 Nova Scotia Company Nova Scotia Halifax, NS General Partner

Footnotes
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Effective September 1, 2000 Minnesota Power, Inc. was renamed ALLETE.
Accordingly, other name changes were made. MP&L Capital I was renamed
ALLETE Capital I on the same date. MP Automotive Services, Inc. was
renamed ALLETE Automotive Services, Inc., MP Water Resources Group, Inc.
was renamed ALLETE Water Services, Inc. and MP Real Estate Holdings, Inc.
was renamed ALLETE Properties, Inc., all effective October 4, 2000.

Subsidiary of ALLETE (legally incorporated as Minnesota Power, Inc.).

Subsidiary of RendField Land Company, Inc.

Formed effective August 18, 2000, Lakeview Financial Partners LLP.

Formed effective February 29, 2000. ALLETE has a 50 percent equity
ownership.

Subsidiary of Minnesota Power Enterprises, Inc.

Synertec, Incorporated has a 24.33 percent equity ownership in NaturTek
LLC formed effective January 28, 2000.

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 ALLETE Water Services, Inc.

Heater Utilities, Inc. is, at the request of the North Carolina Utilities
Commission, the emergency operator of Mobile Hills Estates and Pine
Country Estates. Both are small water utilities in North Carolina.

Subsidiary of Heater Utilities, Inc.

Subsidiary of Instrumentation Services, Inc.

Incorporated effective June 26, 2000.

Incorporated effective June 2000.

ALLETE Properties, Inc. owns 80 percent of Lehigh Acquisition
Corporation.

Subsidiary of ALLETE Properties, Inc.

Subsidiary of Lehigh Acquisition Corporation.

Effective August 31, 2000 Lehigh Corporation, Palm Coast Holdings, Inc.
and Sugarmill Woods Communities, Inc. were merged into Lehigh
Corporation. Lehigh Corporation was renamed Florida Landmark Communities,
Inc. Subsequently, Lehigh Corporation, Palm Coast Holdings, Inc. and
Sugarmill Woods Communities, Inc. were incorporated.

Subsidiary of Florida Landmark Communities, Inc.

ALLETE Automotive Services, Inc. owns 90 percent of AutoVIN, Inc.

Subsidiary of ALLETE Automotive Services, Inc.

ADESA Corporation owns 95 percent of Great Rigs Incorporated, 80 percent
of ADESA Southern Indiana, Inc., 51 percent of A&H, LLC, 95 percent of
ADESA South Florida, LLC and 67 percent of ADESA Canada Inc.

Effective June 20, 2000 ADESA Corporation purchased Auction Finance
Group, Inc. and its subsidiaries as noted.

Subsidiary of ADESA Corporation.

Incorporated effective August 11, 2000.

ADESA Ark-La-Tex, Inc. owns 100 percent of ADESA Ark-La-Tex, LLC which is
the auction business in Shreveport, LA.

Incorporated effective October 7, 2000.

Incorporated effective August 15, 2000.

Incorporated effective August 22, 2000.

Incorporated effective November 8, 2000.

-6-

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Formerly ADESA St. Louis, Inc.

Incorporated effective August 10, 2000.

Incorporated effective August 14, 2000.

ADESA Corporation purchased 51 percent of A&H, LLC effective August 31,
2000.

Formerly A.D.E. of Jacksonville, Inc. ADESA Florida, Inc. owns 5 percent
of ADESA South Florida, LLC.

Subsidiary of ADESA Florida, Inc.

ADESA Indianapolis, Inc. owns 5 percent of Great Rigs Incorporated.

Subsidiary of Automotive Finance Corporation.

Incorporated effective December 14, 2000.

Effective January 18, 2001 ADESA Corporation purchased ComSearch, Inc.

Incorporated effective December 13, 2000.

Subsidiary of ADESA Properties, Inc.

PAR, Inc. owns 20 percent of EndTrust Lease End Services, LLC.

ADESA Finance Canada Inc. owns 33 percent of ADESA Canada Inc.

ADESA Canada Inc. owned 20 percent of Impact Auto Auctions Ltd. until
1109597 Ontario Inc. was amalgamated into Impact Auto Auctions Ltd. on
January 1, 2001.

Effective May 31, 2000 ADESA Canada Inc. purchased the remaining 27
percent of Impact Auto Auctions Ltd., its subsidiaries and Suburban Auto
Parts Inc.

Effective January 1, 2001, 67 percent of ADESA Canada Inc. was
transferred from 3048538 Nova Scotia Company and 3048540 Nova Scotia
Company to ADESA Automotive Services LP.

Subsidiary of ADESA Canada Inc.

Subsidiary of Impact Auto Auctions Ltd.

On January 2, 2001 noted subsidiaries were amalgamated to form ADESA
Auctions Canada Corporation.

Subsidiary of ADESA Auctions Canada Corporation.

1109597 Ontario Inc. owned 80 percent of Impact Auto Auctions Ltd. until
it was amalgamated into Impact Auto Auctions Ltd. on January 1, 2001.

On January 1, 2001 noted subsidiaries were amalgamated to form Impact
Auto Auctions Ltd.

Impact Auto Auctions Ltd. owns 50 percent of Sudbury Auto Auction Ltd.

Effective January 2, 2001 Auction Finance Group Ltd. was merged into
ADESA Auctions Canada Corporation.

115763 Ontario Inc. exported out of Ontario and continued into Nova
Scotia as 3050597 Nova Scotia Limited and was subsequently part of the
amalgamation on January 2, 2001 to form ADESA Auctions Canada
Corporation.

Formed effective December 2000.

3048540 Nova Scotia Company and 3048538 Nova Scotia Company own 99
percent and 1 percent, respectively, of ADESA Automotive Services LP.

-7-

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 - ALLETE (legally incorporated as Minnesota Power, Inc.)
Reference is made to Annual Report Form 10-K (File No. 1-3548), filed
by the claimant with the Commission on or about February 6, 2001, for
the fiscal year ended December 31, 2000, particularly pages 24 through
25, 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. 11,741,063,409 None
Superior Water, Light and Power Company 550,996,649 2,302,611

(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. 959,319 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. 1,457,026 None
Superior Water, Light and Power Company 561,370,342 2,310,043

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.

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EXHIBITS

[This EXHIBIT A contains confidential information which has been omitted, but
filed separately with the Securities and Exchange Commission.]

-8-

The above-named claimant has caused this statement to be duly executed
on its behalf by its authorized officer on this 6th day of February 2001.

ALLETE
(legally incorporated as Minnesota Power, Inc.)
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(Name of Claimant)

[CORPORATE SEAL]

By D.G. Gartzke
-----------------------------------------------
Senior Vice President -
Finance and Chief Financial Officer

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)

ALLETE
(legally incorporated as Minnesota Power, Inc.)
30 West Superior Street
Duluth, Minnesota 55802-2093
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(Address)

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