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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)
NAME OF ISSUER: Minnesota Power & Light Company
TITLE OF CLASS OF SECURITIES: Minnesota Power & Light
Company Common Stock, No
Par Value
CUSIP NUMBER 604110-100
Check the following box if a fee is being paid with this
statement: [ ]
CUSIP NO. 604110-100
(1) Names of Reporting Persons MELLON BANK CORPORATION
SS or IRS Identification Nos. IRS No. 25-1233834
of Above Persons
(2) Check the Appropriate Box (a)
if a Member of a Group
(See Instructions) (b)
(3) SEC Use Only
(4) Citizenship or Place United States
of Organization
Number of Shares (5) Sole Voting
Beneficially Power 122,000
Owned by Each
Reporting Person
With (6) Shared Voting
Power 4,695,393
(7) Sole
Dispositive
Power 120,000
(8) Shared
Dispositive
Power 2,000
(9) Aggregate Amount Beneficially
Owned by Each Reporting Person 4,817,393
(10) Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares (See Instructions)
(11) Percent of Class Represented 15.42
by Amount in Row (9)
(12) Type of Reporting Person HC
(See Instructions)
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CUSIP NO. 604110-100
(1) Names of Reporting Persons MELLON BANK, N.A.
SS or IRS Identification Nos. IRS No. 25-0659306
of Above Persons
(2) Check the Appropriate Box (a)
if a Member of a Group
(See Instructions) (b)
(3) SEC Use Only
(4) Citizenship or Place United States
of Organization
Number of Shares (5) Sole Voting
Beneficially Power 85,000
Owned by Each
Reporting Person
With (6) Shared Voting
Power 4,695,393
(7) Sole
Dispositive
Power 85,000
(8) Shared
Dispositive
Power 0
(9) Aggregate Amount Beneficially
Owned by Each Reporting Person 4,780,393
(10) Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares (See Instructions)
(11) Percent of Class Represented 15.30
by Amount in Row (9)
(12) Type of Reporting Person BK
(See Instructions)
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CUSIP NO. 604110-100
(1) Names of Reporting Persons MINNESOTA POWER & LIGHT
COMPANY EMPLOYEE STOCK
OWNERSHIP PLAN TRUST
SS or IRS Identification Nos. IRS No. 25-6331151
of Above Persons
(2) Check the Appropriate Box (a)
if a Member of a Group
(See Instructions) (b)
(3) SEC Use Only
(4) Citizenship or Place United States
of Organization
Number of Shares (5) Sole Voting
Beneficially Power 0
Owned by Each
Reporting Person
With (6) Shared Voting
Power 4,695,393
(7) Sole
Dispositive
Power 0
(8) Shared
Dispositive
Power 0
(9) Aggregate Amount Beneficially
Owned by Each Reporting Person 4,695,393
(10) Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares (See Instructions)
(11) Percent of Class Represented 15.03
by Amount in Row (9)
(12) Type of Reporting Person EP
(See Instructions)
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Under the Securities and Exchange Act of 1934)
Item 1(a) Name of Issuer:
Minnesota Power & Light Company
Item 1(b) Address of Issuer's Principal Executive Offices:
30 West Superior Street
Duluth, MN 55802
Item 2 (a) Name of Person Filing:
Mellon Bank Corporation and any other
reporting person(s) identified on the second
part of the cover page(s).
Item 2(b) Address of Principal Business Office, or if None,
Residence:
c/o Mellon Bank Corporation
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
(for all reporting persons)
Item 2(c) Citizenship:
United States
Item 2(d) Title of Class of Securities:
Minnesota Power & Light Company Common Stock
Item 2(e) CUSIP Number:
604110-100
Item 3 See Item 12 of cover page(s) ("Type of Reporting
Person") for each reporting person.
BK = Bank as defined in Section 3(a)(6) of the Act
IV = Investment Company registered under Section
8 of the Investment Company Act
IA = Investment Advisor registered under Section
203 of the Investment Advisers Act of 1940
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SCHEDULE 13G (Continued)
EP = Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see Section
240.13-d(1)(b)(1)(ii)(F)
HC = Parent Holding Company, in accordance with
Section 240.13-d(1)(b)(1)(ii)(G)
Item 4 Ownership:
See Items 5 through 9 and 11 of cover page(s) as
to each reporting person.
The amount beneficially owned includes, where
appropriate securities not outstanding which are
subject to options, warrants, rights or conversion
privileges that are exercisable within 60 days.
The filing of this Schedule 13G shall not be
construed as an admission that Mellon Bank
Corporation, or its direct or indirect
subsidiaries, including Mellon Bank, N.A., are for
the purposes of Section 13(d) or 13(g) of the Act,
the beneficial owners of any securities covered by
this Schedule 13G.
Mellon Bank, N.A. is the trustee of the issuer's
employee benefit plan (the "Plan"), which is
subject to ERISA. The securities reported include
all shares held of record by Mellon Bank, N.A. as
trustee of the Plan. The reporting person,
however, disclaims beneficial ownership of all
shares that have been allocated to the individual
accounts of employee participants in the Plan for
which directions have been received and followed.
Item 5 Ownership of Five Percent or Less of a Class:
N/A
Item 6 Ownership of More than Five Percent on Behalf of
Another Person:
All of the securities are beneficially owned by
Mellon Bank Corporation or its direct and indirect
subsidiaries in their various fiduciary
capacities. As a result, another entity in every
instance is entitled to dividends or proceeds of
sale. The number of individual accounts holding
an interest of 5% or more is 1. Employee Benefit
Trust: 4,695,393 - 15.03%.
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SCHEDULE 13G (Continued)
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported by the
Parent Holding Company:
See Exhibit I.
Item 8 Identification and Classification of Members of the
Group:
N/A
Item 9 Notice of Dissolution of Group:
N/A
Item 10 Certification:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to
above were acquired in the ordinary course of
business and were not acquired for the purpose of
and do not have the effect of changing or
influencing the control of the issuer of such
securities and were not acquired in connection
with or as a participant in any transaction having
such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
This filing is signed by Mellon Bank Corporation on behalf of
all reporting entities pursuant to Rule 13d-1(f)(1) promulgated
under the Securities and Exchange Act of 1934, as amended.
Date: January 25, 1995
MELLON BANK CORPORATION
By /s/ Michael E. Bleier
Michael E. Bleier
General Counsel
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EXHIBIT I
The shares reported on the attached Form 13G are beneficially
owned by the following direct or indirect subsidiaries of Mellon
Bank Corporation, as marked (X):
(A) X Boston Safe Deposit and Trust Company
Boston Safe Deposit and Trust Company of California
Boston Safe Deposit and Trust Company of New York
X Mellon Bank, N.A.
Mellon Bank (Delaware) National Association
Mellon Bank (MD)
(B) Franklin Portfolio Associates Trust
Laurel Capital Advisors
X Mellon Capital Management Corporation
Mellon Equity Associates
The Boston Company Advisors, Inc.
The Boston Company Financial Strategies, Inc.
The Boston Company Asset Management, Inc.
The Dreyfus Corporation
Dreyfus Management, Inc.
The Item 3 classification of each of the subsidiaries
listed under (A) above is "Item 3(b) Bank as defined in Section
3(a)(6) of the Act."
The Item 3 classification of each of the subsidiaries
listed under (B) above is "Item 3 (e) Investment Advisor
registered under Section 203 of the Investment Advisers Act of
1940."
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EXHIBIT II
Each of the undersigned hereby authorizes Mellon Bank
Corporation, in accordance with Rule 13d-1(f)(1) under the
Securities Exchange Act of 1934, as amended (the "1934 Act"),
to file, on behalf of the undersigned, any statement required
to be signed by the undersigned, on Schedule 13G pursuant to
Rule 13d-1 under the 1934 Act and any amendment thereto
pursuant to Rule 13d-2 under the 1934 Act.
Each of the undersigned represents that it is
individually eligible to use Schedule 13G, and acknowledges its
responsibility for the timely filing of such Schedule 13G and
any amendments thereto, and for the completeness and accuracy
of the information concerning such person contained therein.
However, each of the undersigned is not responsible for the
completeness or accuracy of the information concerning the
other persons making the filing on Schedule 13G unless such
undersigned knows or has reason to believe that such
information is inaccurate.
Date: January 25, 1995
MELLON BANK, N.A.
By
Stephen A. Yoder
Assistant General Counsel
MELLON BANK, N.A. AS TRUSTEE FOR MINNESOTA POWER & LIGHT
COMPANY EMPLOYEE STOCK OWNERSHIP PLAN TRUST
By
Stephen A. Yoder
Assistant General Counsel
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