As filed with the Securities and Exchange Commission on June 27, 2002
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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ALLETE, INC. MINNESOTA 41-0418150
(Exact name of registrant as (State or other jurisdiction of (I.R.S. Employer
specified in its charter) incorporation or organization) Identification No.)
30 West Superior Street
Duluth, Minnesota 55802-2093
(218) 279-5000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
DAVID G. GARTZKE PHILIP R. HALVERSON, Esq.
Chairman, President and Vice President, General Counsel
Chief Executive Officer and Secretary
30 West Superior Street 30 West Superior Street
Duluth, Minnesota 55802-2093 Duluth, Minnesota 55802-2093
(218) 279-5000 (218) 279-5000
JAMES K. VIZANKO ROBERT J. REGER, JR., Esq.
Vice President, Chief Financial Officer Thelen Reid & Priest LLP
and Treasurer 40 West 57th Street
30 West Superior Street New York, New York 10019-4097
Duluth, Minnesota 55802-2093 (212) 603-2000
(218) 279-5000
(Names and 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: From time
to time after the effective date of this registration statement as determined by
market conditions and other factors.
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
============================================================================================================
TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT(3) OFFERING PRICE(3) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------
Common Stock, without par value 46,481 Shares(1) $28.17 $1,309,370 $121
Preferred Share Purchase Rights 46,481 Rights(2) -- -- --(4)
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(1) Plus such additional number of shares as may be required in the event of a
stock dividend, stock split, split-up, recapitalization or other similar
event.
(2) The preferred share purchase rights are attached to and will trade with the
common stock. The value attributable to the preferred share purchase rights,
if any, is reflected in the market price of the common stock.
(3) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933 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 June 26, 2002.
(4) Since no separate consideration is paid for the preferred share purchase
rights, the registration fee for such securities is included in the fee for
the common stock.
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 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 JUNE 27, 2002
PROSPECTUS
ALLETE, INC.
46,481 SHARES OF COMMON STOCK
(WITHOUT PAR VALUE)
--------------------
The shares of common stock, together with attached preferred share purchase
rights (collectively, "common stock"), of ALLETE, Inc. offered hereby will be
sold from time to time by the selling shareholder and his donees identified in
this prospectus in brokers' transactions at prices prevailing at the time of
sale or as otherwise described in "Plan of Distribution." ALLETE will not
receive any of the proceeds from the sale of these shares of common stock.
Expenses in connection with the registration of these shares of common stock
under the Securities Act of 1933, including legal and accounting fees of ALLETE,
will be paid by ALLETE.
These shares of common stock were acquired by the selling shareholder from
ALLETE in a private placement transaction. This prospectus has been prepared for
the purpose of registering these shares of common stock under the Securities Act
of 1933 to allow future sales by the selling shareholder and his donees to the
public without restriction. To the knowledge of ALLETE, neither the selling
shareholder nor his donees have made arrangements with any brokerage firm for
the sale of these shares of common stock. The selling shareholder and his donees
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933. Any commissions received by a broker or dealer in connection with resales
of these shares of common stock may be deemed to be underwriting commissions or
discounts under the Securities Act of 1933.
ALLETE's common stock is listed on the New York Stock Exchange and trades
under the symbol "ALE." The last reported sale price on the New York Stock
Exchange on June 26, 2002 was $28.00.
These shares of common stock 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 these shares of common stock 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.
ALLETE's principal executive offices are located at 30 West Superior
Street, Duluth, Minnesota 55802-2093, telephone number (218) 279-5000.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
_________, 2002
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING SHAREHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT
PERMITTED.
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION............................................3
INCORPORATION BY REFERENCE.....................................................3
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995............................................3
ALLETE, INC....................................................................5
SELLING SHAREHOLDER............................................................8
DESCRIPTION OF COMMON STOCK....................................................8
USE OF PROCEEDS...............................................................12
PLAN OF DISTRIBUTION..........................................................12
EXPERTS.......................................................................13
LEGAL OPINIONS................................................................13
2
WHERE YOU CAN FIND MORE INFORMATION
ALLETE files annual, quarterly and other reports and other information with
the Securities and Exchange Commission ("SEC"). You can read and copy any
information filed by ALLETE with the SEC at the SEC's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. You can obtain additional
information about the Public Reference Room by calling the SEC at
1-800-SEC-0330.
In addition, the SEC maintains an Internet site (http://www.sec.gov) that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC, including ALLETE.
ALLETE also maintains an Internet site (http://www.allete.com). Information
contained on ALLETE's Internet site does not constitute part of this prospectus.
INCORPORATION BY REFERENCE
The SEC allows ALLETE to "incorporate by reference" the information that
ALLETE files with the SEC, which means that ALLETE may, in this prospectus,
disclose important information to you by referring you to those documents. The
information incorporated by reference is an important part of this prospectus.
ALLETE is incorporating by reference the documents listed below and any future
filings ALLETE makes with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, until this offering is terminated.
Information that ALLETE files in the future with the SEC will automatically
update and supersede this information.
(1) ALLETE's Annual Report on Form 10-K for the year ended December 31,
2001.
(2) ALLETE's Quarterly Report on Form 10-Q for the quarter ended March 31,
2002.
(3) ALLETE's Current Reports on Form 8-K filed with the SEC on February
28, 2002 and March 28, 2002.
You may request a copy of these documents, at no cost to you, by writing or
calling Shareholder Services, ALLETE, Inc., 30 West Superior Street, Duluth,
Minnesota 55802-2093, telephone: (218) 723-3974 or (800) 535-3056, email:
shareholder@ALLETE.com.
You should rely only on the information contained in, or incorporated by
reference in, this prospectus and any prospectus supplement. ALLETE has not, and
any underwriters, agents or dealers have not, authorized anyone else to provide
you with different information. You should not assume that the information
contained in this prospectus and any prospectus supplement is accurate as of any
date other than the date on the front of those documents.
SAFE HARBOR STATEMENT UNDER
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, ALLETE is hereby filing cautionary statements
identifying important factors that could cause ALLETE's actual results to differ
materially from those projected in forward-looking statements (as that term is
defined in the Private Securities Litigation Reform Act of 1995) made by or on
behalf of ALLETE which are made in this prospectus or any supplement to this
prospectus, in presentations, in response to questions or otherwise. Any
statements that express, or involve discussions as to, expectations, beliefs,
plans, objectives, assumptions or future events or performance (often, but not
always, through the use of words or phrases such as "anticipates," "believes,"
"estimates," "expects," "intends," "plans," "projects," "will likely result,"
"will continue" or similar expressions) are not statements of historical facts
and may be forward-looking.
Forward-looking statements involve estimates, assumptions and uncertainties
and are qualified in their entirety by reference to, and are accompanied by, the
following important factors, which are difficult to predict, contain
uncertainties, are beyond the control of ALLETE and may cause actual results to
differ materially from those contained in forward-looking statements:
3
o war and acts of terrorism;
o prevailing governmental policies and regulatory actions, including
those of the United States Congress, state legislatures, the Federal
Energy Regulatory Commission, the Minnesota Public Utilities
Commission, the Florida Public Service Commission, the North Carolina
Utilities Commission, the Public Service Commission of Wisconsin and
various county regulators, about allowed rates of return, financings,
industry and rate structure, acquisition and disposal of assets and
facilities, operation and construction of plant facilities, recovery
of purchased power and capital investments, and present or prospective
wholesale and retail competition (including but not limited to
transmission costs) as well as general vehicle-related laws, including
vehicle brokerage and auction laws;
o unanticipated impacts of restructuring initiatives in the electric
industry;
o economic and geographic factors, including political and economic
risks;
o changes in and compliance with environmental and safety laws and
policies;
o weather conditions;
o population growth rates and demographic patterns;
o the effects of competition, including the competition for retail and
wholesale customers, as well as suppliers and purchasers of vehicles;
o pricing and transportation of commodities;
o market demand, including structural market changes;
o changes in tax rates or policies or in rates of inflation;
o unanticipated project delays or changes in project costs;
o unanticipated changes in operating expenses and capital expenditures;
o capital market conditions;
o competition for economic expansion or development opportunities; and
o legal and administrative proceedings (whether civil or criminal) and
settlements that affect the business and profitability of ALLETE.
Any forward-looking statement speaks only as of the date on which that
statement is made, and ALLETE undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which that statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time and it is not possible for
management to predict all of those factors, nor can it assess the impact of each
of those factors on the businesses of ALLETE or the extent to which any factor,
or combination of factors, may cause actual results to differ materially from
those contained in any forward-looking statement.
4
ALLETE, INC.
ALLETE has been incorporated under the laws of the State of Minnesota since
1906 and currently employs 13,500 people in 42 states and nine Canadian
provinces. ALLETE has core operations that are focused on two business segments.
Energy Services includes electric and gas services, coal mining and
telecommunications. Automotive Services includes a network of wholesale and
total loss vehicle auctions, a finance company, a vehicle remarketing company, a
company that provides vehicle information services to the automotive industry
and its lenders, and a company that provides Internet-based automotive parts
location and insurance claim audit services nationwide. Investments and
Corporate Charges provide corporate liquidity and include our real estate
operations, investments in emerging technologies related to the electric utility
industry, our securities portfolio and corporate charges. Corporate charges
represent general corporate expenses, including interest, not specifically
related to any one business segment. Discontinued Operations includes our Water
Services businesses which ALLETE anticipates selling, our auto transport
business which was sold in June 2002, and our retail business, the Electric
Odyssey, which was closed in early 2002.
THREE MONTHS ENDED
MARCH 31, (A) YEAR ENDED DECEMBER 31,
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2002 2001 2001 2000 1999
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(Millions except per share amounts)
DILUTED EARNINGS PER SHARE OF COMMON STOCK
Continuing Operations $0.42 $0.43 $1.70 $1.97(b) $0.81(b)
Discontinued Operations 0.02 0.03 0.11 0.14 0.16
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$0.44 $0.46 $1.81 $2.11 $0.97
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NET INCOME
Continuing Operations
Energy Services $ 9.1 $12.4 $ 51.7 $ 44.5 $46.0
Automotive Services 24.7 18.1 74.8 49.9 40.3
Investments and Corporate Charges (0.4) 0.2 3.8 43.9(b) (29.1)(b)
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33.4 30.7 130.3 138.3 57.2
Discontinued Operations 1.8 2.2 8.4 10.3 10.8
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$35.2 $32.9 $138.7 $148.6 $68.0
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(a) The diluted earnings per share of common stock and net income for the three
months ended March 31, 2002 and March 31, 2001 are not necessarily
indicative of the results that may be expected for the entire year.
(b) In May 2000 ALLETE sold its investment in ACE Limited ("ACE") common stock,
which resulted in an after-tax gain of $30.4 million, or $0.44 per share.
The ACE shares were received in December 1999 upon completion of ACE's
merger with Capital Re Corporation ("Capital Re"). During 1999 ALLETE
recorded an aggregate $36.2 million, or $0.52 per share, after-tax non-cash
charge in connection with the valuation and exchange of its investment in
Capital Re stock for the ACE shares.
5
ENERGY SERVICES
The Energy Services segment, which includes Minnesota Power (an operating
division of ALLETE), primarily generates, transmits, distributes, markets and
trades electricity. In addition, Energy Services include coal mining and
telecommunications in and near Minnesota Power's electric utility service area.
As of March 31, 2002, Minnesota Power supplied retail electric service to
131,000 customers in northeastern Minnesota. As of March 31, 2002, Superior
Water, Light and Power Company, a wholly owned subsidiary, provided electric,
natural gas, and water services to 14,000 electric customers, 12,000 natural gas
customers and 10,000 water customers in northwestern Wisconsin.
Minnesota Power has large power contracts to sell power to 13 industrial
customers, each requiring 10 megawatts or more of generating capacity. These
contracts require the payment of minimum monthly demand charges that cover the
fixed costs associated with having capacity available to serve each of these
customers, including a return on common equity. Each contract continues past the
contract termination date unless the required four-year advance notice of
cancellation has been given.
Split Rock Energy LLC, an alliance between Minnesota Power and Great River
Energy, combines power supply capabilities and customer loads to share market
and supply risks and to optimize power trading opportunities. Minnesota Power
purchases power for retail sales in our retail service territory and
occasionally sells excess generation in the wholesale market. The services of
Split Rock Energy are used to fulfill purchase requirements for retail load and
market excess generation.
Other wholly owned subsidiaries within the Energy Services business segment
include:
o BNI Coal, Ltd. owns and operates a lignite mine in North Dakota. Two
electric generating cooperatives, Minnkota Power Cooperative, Inc. and
Square Butte Electric Cooperative, presently consume virtually all of
BNI Coal's production of lignite coal under cost-plus coal supply
agreements expiring in 2027. Under an agreement with Square Butte,
Minnesota Power purchases approximately 71 percent of the output from
the Square Butte unit which is capable of generating up to 455
megawatts. Minnkota Power has an option to extend its coal supply
agreement to 2042;
o Enventis Telecom, Inc., our telecommunications business, is an
integrated data services provider offering fiber optic-based
communication and advanced data services to businesses and communities
in Minnesota and Wisconsin. Enventis Telecom provides converged IP (or
Internet protocol) services that allow all communications (voice,
video and data) to use the same delivery technology; and
o Rainy River Energy Corporation is engaged in the acquisition and
development of merchant generation and wholesale power marketing.
Merchant generation is non-rate base generation sold at wholesale at
market-based rates, pursuant to authority from the Federal Energy
Regulatory Commission.
AUTOMOTIVE SERVICES
Automotive Services include several wholly owned subsidiaries which are
integral parts of the vehicle redistribution business.
ADESA Corporation is the second largest wholesale vehicle auction network
in North America. Headquartered in Indianapolis, Indiana, ADESA owns (or leases)
and operates 52 wholesale vehicle auction facilities in the United States and
Canada through which used cars and other vehicles are sold to franchised
automobile dealers and licensed used car dealers. Sellers at ADESA's auctions
include domestic and foreign auto manufacturers, car dealers, automotive
fleet/lease companies, banks and finance companies.
ADESA Impact in the U.S. and Impact Auto in Canada, collectively ADESA
Impact, represent the third largest total loss vehicle service business in North
America. They provide total loss vehicle services to the property and casualty
insurance industry, and vehicle leasing and rental car companies. ADESA Impact
has 24 total loss auction facilities in the United States and Canada.
6
Automotive Finance Corporation provides inventory financing for wholesale
and retail automobile dealers who purchase vehicles from ADESA auctions,
independent auctions, other auction chains and other outside sources.
Other wholly owned subsidiaries within the Automotive Services business
segment include:
o PAR, Inc., doing business as PAR North America, which provides
customized vehicle remarketing services to various customers such as
banks, captive finance, commercial fleets and rental car dealers in
the United States and Canada;
o AutoVIN, Inc., which provides professional field information service
to the automotive industry and the industry's secured lenders.
Services provided include vehicle condition reporting, inventory
verification auditing, program compliance auditing and facility
inspection; and
o ComSearch, Inc., which provides professional claim outsourcing
services to the property and casualty insurance industry and is the
nation's largest automobile recycled part locating service.
ComSearch's services compliment ADESA Impact's business.
INVESTMENTS AND CORPORATE CHARGES
Investments and Corporate Charges include our real estate operations,
investments in emerging technologies related to the electric utility industry,
our securities portfolio and corporate charges. Through subsidiaries, ALLETE
owns Florida real estate operations at Cape Coral and Lehigh Acres adjacent to
Fort Myers, at Palm Coast in northeast Florida, Sugarmill Woods in Citrus County
and Winter Haven located in central Florida. As of March 31, 2002, ALLETE's
investment in emerging technologies had a fair value of $15 million. As of March
31, 2002, ALLETE's trading and available-for-sale securities portfolio had a
fair value of approximately $194 million. Corporate charges represent general
corporate expenses, including interest, not specifically related to any one
business segment.
7
SELLING SHAREHOLDER
The following table lists the selling shareholder, the number of shares of
common stock of ALLETE beneficially owned by the selling shareholder as of the
date of this prospectus, the number of shares of common stock to be offered and
the number of outstanding shares of common stock to be owned after the sale. The
shares were issued by ALLETE and delivered to the selling shareholder in
connection with the Stock Exchange Agreement, dated as of May 10, 2002, by and
among ALLETE, ALLETE Automotive Services, Inc., ADESA Corporation, ADESA
Southern Indiana, Inc. and Gary G. Pedigo pursuant to which ALLETE contributed
46,481 shares of common stock to ALLETE Automotive Services in exchange for 20
percent of the outstanding shares of common stock of GGP Holdings, Inc. owned by
the selling shareholder. The selling shareholder has gifted 7,000 shares of
common stock to the donees identified below.
Shares to be
Shares Owned Shares to be Owned After
Selling Shareholder Prior to Offering (3) Offered Hereby (5) Offering (6)
- ------------------- --------------------- ------------------ ------------
Gary G. Pedigo (1) (2) 46,481 (4) 46,481(4) 0
- -------------------------
(1) ALLETE Automotive Services owns 100 percent of ADESA Indianapolis, Inc. and
100 percent of GGP Holdings, Inc. Gary G. Pedigo was formerly President and
General Manager of ADESA Indianapolis and GGP Holdings until July 2001.
From July 2001 to May 2002, Mr. Pedigo served as a consultant to ADESA
Indianapolis and GGP Holdings.
(2) The selling shareholder gifted 7,000 shares of common stock as follows:
2,000 shares to Brigit Cunningham, 1,000 shares to Kim Dodds, 500 shares
to Kim Dodds, as custodian for Richard Dodds, 500 shares to Kim Dodds, as
custodian for Kylee Dodds, and 3,000 shares to Chet Wills. None of the
donees listed in the prior sentence owned any shares of ALLETE common stock
prior to this offering. Brigit Cunningham was previously an employee of
ADESA Southern Indiana. Chet Wills previously performed services as an
independent contractor for ADESA Southern Indiana.
(3) As of June 27, 2002, the selling shareholder and his donees held less
than one percent of ALLETE's then outstanding common stock.
(4) This number does not give effect to the 7,000 shares gifted by the selling
shareholder as described in (2) above.
(5) As of May 10, 2002, the selling shareholder represented to ALLETE that
he was acquiring these shares of common stock for his own account for
investment and not with a view toward resale or distribution.
(6) Assumes the sale of all of these shares of common stock covered by this
prospectus and that no additional shares are acquired by the selling
shareholder or his donees.
DESCRIPTION OF COMMON STOCK
General. The following statements describing our common stock are not
intended to be a complete description. They are qualified in their entirety by
reference to our Articles of Incorporation, Rights Plan, as defined below, and
mortgage and deed of trust. See "Description of Common Stock--Preferred Share
Purchase Rights." We also refer you to the laws of the State of Minnesota.
We have the following capital stock authorized by our Articles of
Incorporation: 130,000,000 shares of common stock, without par value, and
3,616,000 shares of preferred stock. As of the date of this prospectus,
84,937,261 shares of common stock were issued and outstanding and no shares of
preferred stock were issued and outstanding.
Dividend Rights. Our common stock is entitled to dividends only after we
have provided for dividends and any sinking fund requirements on any issued and
outstanding preferred stock.
8
Our Articles of Incorporation contain provisions which would restrict net
income available for the payment of cash dividends on outstanding common stock
in the event that shares of ALLETE's preferred stock were outstanding and
certain common stock equity capitalization ratios were not met.
Voting Rights (Non-Cumulative Voting). Holders of our common stock are
entitled to receive notice of and to vote at any meeting of our shareholders.
Each share of our common stock, as well as each share of any of our issued and
outstanding preferred stock, is entitled to one vote. Since the holders of these
shares do not have cumulative voting rights, the holders of more than 50 percent
of the shares voting can elect all our directors. If that happens, the holders
of the remaining shares voting (less than 50 percent) cannot elect any
directors. In addition, whenever dividends on any of our preferred stock are in
default in the amount of four quarterly payments, and until all the dividends in
default are paid, the holders of our preferred stock are entitled, as one class,
to elect a majority of the directors. Our common stock, as one class, would then
elect the minority.
Our Articles of Incorporation include detailed procedures and other
provisions relating to these rights and their termination, including:
o quorums;
o terms of directors elected;
o vacancies;
o class voting;
o meetings; and
o adjournments.
Our Articles of Incorporation contain provisions that make it difficult to
obtain control of ALLETE through transactions not having the approval of our
Board of Directors. These provisions include:
o a provision requiring the affirmative vote of 75 percent of the
outstanding shares of all classes of our capital stock, present and
entitled to vote, in order to authorize certain mergers or
consolidations, or sales or leases of a significant amount of assets,
of ALLETE, and other significant transactions that may have an effect
on the control of ALLETE. Any of those transactions are required to
meet certain "fair price" and procedural requirements. Neither a 75
percent shareholder vote nor a "fair price" is required for any of
those transactions that have been approved by a majority of the
"Disinterested Directors," as that term is defined in our Articles of
Incorporation;
o a provision permitting a majority of the Disinterested Directors to
determine whether the above requirements have been satisfied; and
o a provision providing that some parts of our Articles of Incorporation
cannot be altered unless approved by 75 percent of the outstanding
shares of all classes of our capital stock, present and entitled to
vote, unless the alteration is recommended to the shareholders by a
majority of the Disinterested Directors. The parts of our Articles of
Incorporation that cannot be altered except as stated above include
parts relating to:
- mergers or consolidations, or sales or leases of a significant
amount of assets, of ALLETE, and other significant transactions
that may have an effect on the control of ALLETE; and
- the number, election, terms of office and removal of directors of
ALLETE and the way in which vacancies on the Board of Directors
are filled.
9
Liquidation Rights. After we have satisfied creditors and the preferential
liquidation rights of any of our outstanding preferred stock, the holders of our
common stock are entitled to share ratably in the distribution of all remaining
assets.
Miscellaneous. Holders of our common stock have no preemptive or conversion
rights. Our common stock is listed on the New York Stock Exchange. The transfer
agents and registrars for our common stock are Wells Fargo Bank Minnesota, N.A.
and ALLETE.
Description of Preferred Share Purchase Rights. The following statements
describing our preferred share purchase rights (each a "Right") are not intended
to be a complete description. They are qualified in their entirety by reference
to the Rights Agreement, dated as of July 24, 1996 ("Rights Plan"), between
ALLETE and ALLETE's Corporate Secretary, as Rights Agent. We also refer you to
the laws of the State of Minnesota.
In July 1996 our Board of Directors declared a dividend distribution of one
Right for each outstanding share of our common stock to shareholders of record
at the close of business on July 24, 1996 ("Record Date"). Our Board of
Directors also authorized the issuance of one Right for each share of our common
stock that becomes outstanding between the Record Date and July 23, 2006, or an
earlier date on which the Rights are redeemed. Except as described below, each
Right, when exercisable, entitles the registered holder to purchase from us one
two-hundredth of a share of Junior Serial Preferred Stock A, without par value
("Serial Preferred"), at a price of $45.00 per one two-hundredth of a share (the
"Purchase Price"). The Purchase Price is subject to adjustment.
Initially no separate Right Certificates were distributed. Until the
Distribution Date, our common stock certificates together with a copy of the
Summary of Rights Plan are proof of the Rights. The "Distribution Date" is the
earlier to occur of:
o 10 days following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired,
or obtained the right to acquire, beneficial ownership of 15 percent
or more of the outstanding shares of our common stock (the "Stock
Acquisition Date"); or
o 15 business days following the commencement of (or a public
announcement of an intention to make) a tender or exchange offer where
a person or group would become the beneficial owner of 15 percent or
more of our outstanding shares of common stock. At any time before a
person becomes an Acquiring Person, our Board of Directors may extend
the 15-business day time period.
Until the Distribution Date (or the earlier redemption, expiration or
termination of the Rights), the Rights will be transferred only with our common
stock. The transfer of any certificates for our common stock, with or without a
copy of the Summary of Rights Plan, will also constitute the transfer of the
Rights associated with those common stock certificates. As soon as practicable
following the Distribution Date, we will mail separate certificates for the
Rights to holders of record of our common stock as of the close of business on
the Distribution Date. After the Distribution Date, separate certificates for
the Rights will be given as proof of the Rights.
Each whole share of our Serial Preferred will have a minimum preferential
quarterly dividend rate equal to the greater of $51 per share or, subject to
anti-dilution adjustment, 200 times the dividend declared on our common stock.
If ALLETE liquidates, no distribution will be made to the holders of our common
stock until the holders of our Serial Preferred have received a liquidation
preference of $100 per share, plus accrued and unpaid dividends. Holders of our
Serial Preferred will be entitled to receive notice of and to vote at any
meeting of our shareholders. Each whole share of our Serial Preferred is
entitled to one vote. These shares do not have cumulative voting rights.
Whenever dividends on any of our preferred stock are in default in the
amount of four quarterly payments, and until all the dividends in default are
paid, the holders of our Serial Preferred and other preferred stock will be
entitled, together as one class, to elect a majority of directors. Our common
stock would then elect the minority. If, in any merger or other transaction,
shares of our common stock are exchanged for or converted into other securities
and/or property, each whole share of our Serial Preferred will be entitled to
receive, subject to anti-dilution adjustment, 200 times the amount for or into
which each share of our common stock is exchanged or converted. We cannot redeem
the shares of Serial Preferred.
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The Rights are not exercisable until the Distribution Date and will expire
at the earliest of:
o July 23, 2006 ("Final Expiration Date");
o the redemption of the Rights by ALLETE as described below; or
o the exchange of all Rights for our common stock as described below.
If any person (other than ALLETE, its affiliates or any person receiving
newly-issued shares of common stock directly from ALLETE) becomes the beneficial
owner of 15 percent or more of the then outstanding shares of common stock, each
holder of a Right will have a right to receive, upon exercise at the then
current exercise price of the Right, common stock (or, in the discretion of the
Board of Directors, cash, property or other securities of ALLETE) with a value
equal to two times the exercise price of the Right. The Rights Plan contains an
exemption for common stock we issue directly to any person. This exemption
applies even if the person would become the beneficial owner of 15 percent or
more of our common stock, provided that the person does not acquire any
additional shares of our common stock. Examples of situations where we might
issue common stock directly include private placements or acquisitions we make
using our common stock as consideration.
If following the Stock Acquisition Date we are acquired in a merger or
other business combination transaction, or 50 percent or more of our assets or
earning power are sold, we will make proper provision so that each holder of a
Right will, after the transaction, have the right to receive, upon exercise at
the then current exercise price of the Right, common stock of the acquiring or
surviving company with a value equal to two times the exercise price of the
Right.
If the events described in the preceding two paragraphs happen (the
"Triggering Events"), any Rights that an Acquiring Person beneficially owns or
transferred to certain persons, will immediately become null and void.
The Purchase Price payable and the number of shares of our Serial Preferred
or other securities or property issuable if the Rights are exercised, are
subject to adjustment. An adjustment would be made to prevent dilution, if there
was a stock dividend on, or a subdivision, split, combination, consolidation or
reclassification of, our Serial Preferred or our common stock, or a reverse
split of our outstanding shares of Serial Preferred or common stock.
Our Board of Directors may exchange the Rights at an exchange ratio of one
share of common stock per Right at any time that is:
o after the acquisition by a person or group of affiliated or associated
persons of beneficial ownership of 15 percent or more of the
outstanding common stock; and
o before the acquisition by that person or group of 50 percent or more
of the outstanding common stock.
This exchange ratio is subject to adjustment and does not include Rights that
have become null and void.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least one
percent in the Purchase Price. We will not be required to issue fractional
shares of Serial Preferred or common stock (other than fractions in multiples of
one one-hundredths of a share of Serial Preferred). Instead, we may make an
adjustment in cash based on the market price of the Serial Preferred or common
stock on the last trading date before the date of exercise.
Our Board of Directors may redeem the Rights in whole, but not in part, at
a price of $.005 per Right ("Redemption Price") anytime before a person becomes
an Acquiring Person. At our option, we may pay the Redemption Price in cash,
shares of our common stock or other consideration that our Board of Directors
deems appropriate. If we redeem the Rights, the Rights will terminate and the
only right of the holders of Rights will be to receive the Redemption Price.
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If the Rights are exercised, issuance of our Serial Preferred or our common
stock will be subject to any necessary regulatory approvals. Until a Right is
exercised, the holder of the Right will have no rights as a shareholder of
ALLETE, including, without limitation, the right to vote or to receive
dividends. One million shares of our Serial Preferred were reserved for issuance
if the Rights are exercised.
We may amend the provisions of the Rights Plan. However, any amendment
adopted after the time that a person becomes an Acquiring Person may not
adversely affect the interests of holders of Rights.
The Rights have anti-takeover effects. The Rights will cause substantial
dilution to a person or group that attempts to acquire ALLETE without
conditioning the offer on the redemption of the Rights or on the acquisition of
a substantial number of Rights. The Rights beneficially owned by that person or
group may become null and void. The Rights should not interfere with any merger
or other business combination approved by our Board of Directors. This is
because, at any time before a person becomes an Acquiring Person, our Board of
Directors may redeem all of the outstanding Rights at the Redemption Price.
USE OF PROCEEDS
ALLETE will not receive any of the proceeds from sales of these shares of
common stock.
PLAN OF DISTRIBUTION
The selling shareholder and his donees may sell or distribute some or all
of these shares of common stock from time to time through underwriters or
dealers or brokers or other agents or directly through one or more purchasers,
including pledgees, in transactions (which may involve crosses and block
transactions) on the New York Stock Exchange or in privately negotiated
transactions (including sales pursuant to pledges) or in a combination of such
transactions. Such transactions may be effected by the selling shareholder at
market prices prevailing at the time of sale, at prices related to prevailing
market prices, at negotiated prices, or at fixed prices, which may be changed.
Brokers, dealers, agents or underwriters participating in such transactions as
agent may receive compensation in the form of discounts, concessions or
commissions from the selling shareholder or his donees (and, if they act as
agent for the purchaser of such shares, from such purchaser). Such discounts,
concessions or commissions as to a particular broker, dealer, agent or
underwriter might be in excess of those customary in the type of transaction
involved. This prospectus also may be used, with ALLETE's consent, by donees of
the selling shareholder, or by other persons acquiring shares and who wish to
offer and sell such shares under circumstances requiring or making desirable its
use.
When required, this prospectus will be supplemented to set forth the number
of shares offered for sale and, if such offering is to be made by or through
underwriters, dealers, brokers or other agents, the names of such persons and
the principal terms of the arrangements between such persons and the selling
shareholder.
The selling shareholder and his donees and any underwriters, brokers,
dealers or agents acting in connection with the sale or distribution of these
shares of common stock hereunder may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act of 1933, 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 Securities Act of
1933. To the extent that the selling shareholder or his donees may be deemed to
be an "underwriter," the selling shareholder or his donees will be subject to
the prospectus delivery requirements of the Securities Act of 1933. In addition,
any shares of common stock covered by this prospectus which qualify for sale
pursuant to Rule 144 promulgated under the Securities Act of 1933 may be sold
under Rule 144 rather than pursuant to this prospectus. Furthermore, the selling
shareholder and his donees may transfer shares of common stock in other ways not
involving market makers or established trading markets, including directly by
gift, distribution, or other transfer.
The selling shareholder and his donees may enter into hedging transactions
with broker-dealers in connection with distributions of shares of our common
stock or otherwise. In such transactions, broker-dealers may engage in short
sales of the shares of our common stock in the course of hedging the positions
they assume with selling shareholder or his donees. The selling shareholder and
his donees also may sell shares short and redeliver shares of our common stock
to close out such short positions. The selling shareholder and his donees may
enter into option or other transactions with broker-dealers which require the
delivery to the broker-dealer of shares of our common stock. The broker-dealer
may then resell or otherwise transfer such shares pursuant to this prospectus.
The selling shareholder and his donees may also loan or pledge the shares of our
common stock to a broker-dealer. The broker-dealer may sell the common stock so
loaned, or upon a default the broker-dealer may sell the pledged shares pursuant
to this prospectus.
Expenses in connection with the registration of these shares of common
stock under the Securities Act of 1933, including legal and accounting fees of
ALLETE, will be paid by ALLETE. The selling shareholder may agree to indemnify
any broker-dealer or agent against certain liabilities related to the selling of
the shares of our common stock, including liabilities arising under the
Securities Act of 1933.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to ALLETE's Annual Report on Form 10-K for the year ended December 31,
2001 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
The statements as to matters of law and legal conclusions under
"Description of Common Stock" in this prospectus and in the documents
incorporated in this prospectus by reference, have been reviewed by Philip R.
Halverson, Esq., Duluth, Minnesota, Vice President, General Counsel and
Secretary of ALLETE and are set forth or incorporated by reference herein in
reliance upon his opinion given upon his authority as an expert.
As of June 1, 2002, Mr. Halverson owned 26,815 shares of common stock of
ALLETE. Mr. Halverson is acquiring additional shares of ALLETE common stock at
regular intervals as a participant in the Employee Stock Ownership Plan and
Supplemental Retirement Plan. Under the Executive Long-Term Incentive
Compensation Plan, Mr. Halverson has:
o been granted options to purchase 51,890 shares of ALLETE common stock,
of which 41,905 options are fully vested, the remainder of which shall
vest over the next two years, and all of which will expire ten years
from the date of grant;
o earned approximately 4,162 performance shares that have not yet been
paid out under the terms of this plan; and
o an award opportunity for up to 6,854 additional performance shares
contingent upon the attainment of certain performance goals of ALLETE
for the period January 1, 2002 through December 31, 2003.
LEGAL OPINIONS
The legality of these shares of common stock offered hereby will be passed
upon for ALLETE by Mr. Halverson and by Thelen Reid & Priest LLP, New York, New
York, counsel for ALLETE. Thelen Reid & Priest LLP may rely as to all matters of
Minnesota law upon the opinion of Mr. Halverson.
-------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT. ALLETE HAS NOT
AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION. ALLETE IS NOT
MAKING AN OFFER OF THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE
FRONT OF THOSE DOCUMENTS.
12
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 for Registration Statement............................... $ 121
Stock Exchange Listing Fee.......................................... 3,000*
Legal and Accounting Fees........................................... 25,000*
Miscellaneous....................................................... 1,879*
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Total............................................................... $30,000*
=======
* 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 and reasonable expenses (including attorneys' fees and
disbursements) incurred by the person in connection with the proceeding and
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.
Article IX of the Articles of Incorporation of ALLETE contains the
following provision:
"No director of this Corporation shall be personally liable to this
Corporation or its stockholders for monetary damages for breach of
fiduciary duty by that director as a director; provided, however, that
this Article IX shall not eliminate or limit the liability of a
director: (a) for any breach of the director's duty of loyalty to this
Corporation or its stockholders; (b) for acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of
the law; (c) under Minnesota Statutes Section 302A.559 or 80A.23; (d)
for any transaction from which the director derived an improper personal
benefit; or (e) for any act or omission occurring prior to the date when
this Article IX becomes effective. If, after the stockholders approve
this provision, the Minnesota Business Corporation Act, Minnesota
Statutes Chapter 302A, is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the
liability of a director of this Corporation shall be deemed eliminated
or limited to the fullest extent permitted by the Minnesota Business
Corporation Act, as so amended. No amendment to or repeal of this
Article IX shall apply to or have any affect on the liability or alleged
liability of any director of this Corporation for or with respect to any
acts or omissions of such director occurring prior to that amendment or
repeal."
Section 13 of the Bylaws of ALLETE contains the following provisions
relative to indemnification of directors and officers:
"The Corporation shall reimburse or indemnify each present and future
Director and officer of the Corporation (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
Corporation. 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 Corporation, 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 Corporation."
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"Reasonable expenses may include reimbursement of attorneys' fees and
disbursements, including those incurred by a person in connection with
an appearance as a witness."
"Upon written request to the Corporation 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."
ALLETE 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 ALLETE
against certain other liabilities and expenses.
ITEM 16. EXHIBITS.
Exhibit
Number Description of Exhibit
- ------- ----------------------
*4(a)1 - Articles of Incorporation, amended and restated as of May 8, 2001
(filed as Exhibit 3(b) to the March 31, 2001 Form 10-Q, File No.
1-3548).
*4(a)2 - Amendment to Certificate of Assumed Name, filed with the Minnesota
Secretary of State on May 8, 2001 (filed as Exhibit 3(a) to the
March 31, 2001 Form 10-Q, File No. 1-3548).
*4(b) - Bylaws, as amended effective May 8, 2001 (filed as Exhibit 3(c) to
the March 31, 2001 Form 10-Q, File No. 1-3548).
*4(c)1 - Mortgage and Deed of Trust, dated as of September 1, 1945, between
Minnesota Power & Light Company (now ALLETE, Inc.) and The Bank of
New York (formerly Irving Trust Company) and Douglas J. MacInnes
(successor to Richard H. West), Trustees (filed as Exhibit 7(c), File
No. 2-5865).
*4(c)2 - Supplemental Indentures to ALLETE, Inc.'s 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)
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Number Dated as of Reference File Exhibit
------ ----------- -------------- -------
Sixteenth July 1, 1992 33-55240 4(d)
Seventeenth February 1, 1993 33-50143 4(b)
Eighteenth July 1, 1993 33-50143 4(c)
Nineteenth February 1, 1997 1-3548 (1996 Form 10-K) 4(a)3
Twentieth November 1, 1997 1-3548 (1997 Form 10-K) 4(a)3
Twenty-first October 1, 2000 333-54330 4(c)3
*4(d)1 - Indenture (for Unsecured Debt Securities), dated as of February 1,
2001, between ALLETE, Inc. and LaSalle Bank National Association, as
Trustee (filed as Exhibit 4(d)1, File Nos. 333-57104, 333-57104-01
and 333-57104-02).
*4(d)2 - Officer's Certificate, dated February 21, 2001, establishing the
terms of the 7.80% Senior Notes due February 15, 2008, of ALLETE,
Inc. (filed as Exhibit 4(d)2, File Nos. 333-57104, 333-57104-01 and
333-57104-02).
*4(e)1 - Mortgage and Deed of Trust, dated as of March 1, 1943, between
Superior Water, Light and Power Company and Chemical Bank & Trust
Company and Howard B. Smith, as Trustees, both succeeded by U.S. Bank
Trust N.A., as Trustee (filed as Exhibit 7(c), File No. 2-8668).
*4(e)2 - Supplemental Indentures to Superior Water, Light and Power Company's
Mortgage and Deed of Trust:
Number Dated as of Reference File Exhibit
------ ----------- -------------- -------
First March 1, 1951 2-59690 2(d)(1)
Second March 1, 1962 2-27794 2(d)1
Third July 1, 1976 2-57478 2(e)1
Fourth March 1, 1985 2-78641 4(b)
Fifth December 1, 1992 1-3548 (1992 Form 10-K) 4(b)1
Sixth March 24, 1994 1-3548 (1996 Form 10-K) 4(b)1
Seventh November 1, 1994 1-3548 (1996 Form 10-K) 4(b)2
Eighth January 1, 1997 1-3548 (1996 Form 10-K) 4(b)3
*4(f)1 - Indenture, dated as of March 1, 1993, between Southern States
Utilities, Inc. (now Florida Water Services Corporation) and
Nationsbank of Georgia, National Association (now SunTrust Bank,
Central Florida, N.A.), as Trustee (filed as Exhibit 4(d) to the 1992
Form 10-K, File No. 1-3548).
*4(f)2 - Supplemental Indentures to Florida Water Services Corporation's
Indenture:
Number Dated as of Reference File Exhibit
------ ----------- -------------- -------
First March 1, 1993 1-3548 (1996 Form 10-K) 4(c)1
Second March 31, 1997 1-3548 (March 31, 1997 4
Form 10-Q)
Third May 28, 1997 1-3548 (June 30, 1997 4
Form 10-Q)
*4(g) - Amended and Restated Trust Agreement, dated as of March 1, 1996,
relating to MP&L Capital I's (now ALLETE Capital I) 8.05% Cumulative
Quarterly Income Preferred Securities, between Minnesota Power &
Light Company (now ALLETE, Inc.), as Depositor, and The Bank of New
York, The Bank of New York (Delaware), Philip R. Halverson, David G.
Gartzke and James K. Vizanko, as Trustees (filed as Exhibit 4(a) to
the March 31, 1996 Form 10-Q, File No. 1-3548), as modified by
Amendment No. 1, dated April 11, 1996 (filed as Exhibit 4(b) to the
March 31, 1996 Form 10-Q, File No. 1-3548) and First Amendment
[2000], dated August 23, 2000 (filed as Exhibit 4(f)2, File No.
333-54330).
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*4(h) - Indenture, dated as of March 1, 1996, relating to ALLETE's 8.05%
Junior Subordinated Debentures, Series A, Due 2015, between Minnesota
Power & Light Company (now ALLETE, Inc.) and The Bank of New York, as
Trustee (filed as Exhibit 4(c) to the March 31, 1996 Form 10-Q, File
No. 1-3548).
*4(i) - Officer's Certificate, dated March 20, 1996, establishing the terms
of the 8.05% Junior Subordinated Debentures, Series A, Due 2015
issued in connection with the 8.05% Cumulative Quarterly Income
Preferred Securities of MP&L Capital I (now ALLETE Capital I) (filed
as Exhibit 4(i) to the 1996 Form 10-K, File No. 1-3548).
*4(j) - Guarantee Agreement, dated as of March 1, 1996, relating to MP&L
Capital I's (now ALLETE Capital I) 8.05% Cumulative Quarterly Income
Preferred Securities, between Minnesota Power & Light Company (now
ALLETE, Inc.), as Guarantor, and The Bank of New York, as Trustee
(filed as Exhibit 4(d) to the March 31, 1996 Form 10-Q, File No.
1-3548).
*4(k) - Agreement as to Expenses and Liabilities, dated as of March 20,
1996, relating to MP&L Capital I's (now ALLETE Capital I) 8.05%
Cumulative Quarterly Income Preferred Securities, between Minnesota
Power & Light Company (now ALLETE, Inc.) and MP&L Capital I (now
ALLETE Capital I) (filed as Exhibit 4(e) to the March 31, 1996 Form
10-Q, File No. 1-3548).
*4(l) - Rights Agreement, dated as of July 24, 1996, between Minnesota Power
& Light Company (now ALLETE, Inc.) and the Corporate Secretary of
Minnesota Power & Light Company (now ALLETE, Inc.), as Rights Agent
(filed as Exhibit 4 to the August 2, 1996 Form 8-K, File No. 1-3548).
*4(m) - Indenture (for Unsecured Debt Securities), dated as of May 15,
1996, between ADESA Corporation and The Bank of New York, as Trustee
relating to the ADESA Corporation's 7.70% Senior Notes, Series A, Due
2006, and its 8.10% Senior Notes, Series B, Due 2010 (filed as
Exhibit 4(k) to the 1996 Form 10-K, File No. 1-3548).
*4(n) - ADESA Corporation Officer's Certificate 1-D-1, dated May 30, 1996,
relating to the ADESA Corporation's 7.70% Senior Notes, Series A, Due
2006 (filed as Exhibit 4(m) to the 1996 Form 10-K, File No. 1-3548).
*4(o) - ADESA Corporation Officer's Certificate 2-D-2, dated as of March
30, 2000, relating to ADESA Corporation's 8.10% Senior Notes, Series
B, Due 2010 (filed as Exhibit 4(b) to the March 31, 2000 Form 10-Q,
File No. 1-3548).
*4(p) - Guarantee of Minnesota Power & Light Company (now ALLETE, Inc.),
dated as of May 30, 1996, relating to the ADESA Corporation's 7.70%
Senior Notes, Series A, Due 2006 (filed as Exhibit 4(l) to the 1996
Form 10-K, File No. 1-3548).
*4(q) - Guarantee of Minnesota Power, Inc. (now ALLETE, Inc.), dated as of
March 30, 2000, relating to ADESA Corporation's 8.10% Senior Notes,
Series B, Due 2010 (filed as Exhibit 4(a) to the March 31, 2000 Form
10-Q, File No. 1-3548).
5(a) - Opinion and Consent of Philip R. Halverson, Esq., Vice President,
General Counsel and Secretary of ALLETE, Inc.
5(b) - Opinion and Consent of Thelen Reid & Priest LLP.
23(a) - Consent of PricewaterhouseCoopers LLP.
23(b) - Consent of Philip R. Halverson, Esq. (included in opinion, attached
hereto as Exhibit 5(a)).
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23(c) - Consent of Thelen Reid & Priest LLP (included in opinion, attached
hereto as Exhibit 5(b)).
24 - Power of Attorney (included on the signature page of this registra-
tion statement).
* Incorporated herein by reference as indicated.
ITEM 17. UNDERTAKINGS.
a. 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 SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(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 (a)(1)(i) and (a)(1)(ii) do not
apply if 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 SEC 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 herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
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b. 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 provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in the
Securities Act of 1933 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
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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 SEC, any and all amendments, including
post-effective amendments, to this 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
this 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 June 27, 2002.
ALLETE, INC.
By /s/ David G. Gartzke
---------------------------------
David G. Gartzke
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
--------- ----- ----
/s/ David G. Gartzke Chairman, President and Chief June 27, 2002
- ------------------------------------ Executive Officer and Director
David G. Gartzke (Principal Executive Officer)
/s/ James K. Vizanko Vice President, Chief Financial June 27, 2002
- ----------------------------------- Officer and Treasurer
James K. Vizanko (Principal Financial Officer)
/s/ Mark A. Schober Vice President and Controller June 27, 2002
- ----------------------------------- (Principal Accounting Officer)
Mark A. Schober
II-7
/s/ Kathleen A. Brekken Director June 27, 2002
- -----------------------------------
Kathleen A. Brekken
/s/ Wynn V. Bussman Director June 27, 2002
- -----------------------------------
Wynn V. Bussman
/s/ Dennis E. Evans Director June 27, 2002
- -----------------------------------
Dennis E. Evans
/s/ Glenda E. Hood Director June 27, 2002
- -----------------------------------
Glenda E. Hood
/s/ Peter J. Johnson Director June 27, 2002
- -----------------------------------
Peter J. Johnson
/s/ George L. Mayer Director June 27, 2002
- -----------------------------------
George L. Mayer
/s/ Jack I. Rajala Director June 27, 2002
- -----------------------------------
Jack I. Rajala
/s/ Nick Smith Director June 27, 2002
- -----------------------------------
Nick Smith
/s/ Bruce W. Stender Director June 27, 2002
- -----------------------------------
Bruce W. Stender
/s/ Donald C. Wegmiller Director June 27, 2002
- -----------------------------------
Donald C. Wegmiller
II-8
EXHIBIT INDEX
5(a) Opinion and Consent of Philip R. Halverson, Esq., Vice President,
General Counsel and Secretary of ALLETE, Inc.
5(b) Opinion and Consent of Thelen Reid & Priest LLP.
23(a) Consent of PricewaterhouseCoopers LLP.
23(b) Consent of Philip R. Halverson, Esq. (included in opinion,
attached hereto as Exhibit 5(a)).
23(c) Consent of Thelen Reid & Priest LLP (included in opinion,
attached hereto as Exhibit 5(b)).
24 Power of Attorney (included on the signature page of this
registration statement).
Exhibit 5(a)
ALLETE
PHILIP R. HALVERSON
VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
June 27, 2002
ALLETE, Inc.
30 West Superior Street
Duluth, Minnesota 55802-2093
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-3 (the
"Registration Statement") to be filed by ALLETE, Inc. (the "Company"), on or
about the date hereof with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, for the registration of 46,481 shares of the
Company's common stock, without par value ("Common Stock"), and the Preferred
Share Purchase Rights attached thereto ("Rights"), which were issued pursuant to
the Stock Exchange Agreement, dated as of May 10, 2002, by and among the
Company, ALLETE Automotive Services, Inc., ADESA Corporation, ADESA Southern
Indiana, Inc. and Gary G. Pedigo.
In connection therewith, I have reviewed such documents and records as
I have deemed necessary to enable me to express an opinion on the matters
covered hereby.
Based upon the foregoing, 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 Common Stock has been validly issued, and is fully paid and
non-assessable.
3. The Rights have been validly issued in accordance with the terms of
the Rights Agreement, dated as of July 24, 1996 ("Rights Agreement"),
between the Company and the Corporate Secretary of the Company, as
Rights Agent.
The opinion set forth in paragraph 3 above with respect to the Rights
is limited to the valid issuance of the Rights under the corporation laws of the
State of Minnesota. In this connection, I have not been asked to express, and
accordingly do not express, any opinion herein with respect to any other aspect
of the Rights, the effect of any equitable principles or fiduciary
considerations relating to the adoption of the Rights Agreement or the issuance
of the Rights or the enforceability of any particular provision of the Rights
Agreement.
I am a member of the Minnesota Bar and do not hold myself out as an
expert on the laws of any other jurisdiction. As to all matters of Minnesota
30 West Superior Street | Duluth, Minnesota 55802-2093
June 27, 2002
Page 2
law, Thelen Reid & Priest LLP is hereby authorized to rely upon this opinion to
the same extent as if this opinion had been addressed to them.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. I also consent to the reference to me in the Prospectus
included in the Registration Statement under the captions "Experts" and "Legal
Opinions."
Sincerely,
/s/ Philip R. Halverson
Philip R. Halverson
Exhibit 5(b)
THELEN REID & PRIEST LLP
NEW YORK ATTORNEYS AT LAW
SAN FRANCISCO 40 WEST 57TH STREET
WASHINGTON, D.C. NEW YORK, N.Y. 10019-4097
LOS ANGELES TEL (212) 603-2000 FAX (212) 603-2001
SILICON VALLEY www. thelenreid.com
MORRISTOWN, N.J.
June 27, 2002
ALLETE, Inc.
30 West Superior Street
Duluth, Minnesota 55802-2093
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-3 (the
"Registration Statement") to be filed by ALLETE, Inc. (the "Company"), on or
about the date hereof with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, for the registration of 46,481 shares of the
Company's common stock, without par value ("Common Stock"), and the Preferred
Share Purchase Rights attached thereto ("Rights"), which were issued pursuant to
the Stock Exchange Agreement, dated as of May 10, 2002, by and among the
Company, ALLETE Automotive Services, Inc., ADESA Corporation, ADESA Southern
Indiana, Inc. and Gary G. Pedigo.
In connection therewith, we have reviewed such documents and records
as we have deemed necessary to enable us to express an opinion on the matters
covered hereby.
Based upon the foregoing, 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 Common Stock has been validly issued, and is fully paid and
non-assessable.
3. The Rights have been validly issued in accordance with the terms of
the Rights Agreement, dated as of July 24, 1996 ("Rights Agreement"),
between the Company and the Corporate Secretary of the Company, as
Rights Agent.
The opinion set forth in paragraph 3 above with respect to the Rights
is limited to the valid issuance of the Rights under the corporation laws of the
State of Minnesota. In this connection, we have not been asked to express, and
accordingly do not express, any opinion herein with respect to any other aspect
of the Rights, the effect of any equitable principles or fiduciary
considerations relating to the adoption of the Rights Agreement or the issuance
of the Rights or the enforceability of any particular provision of the Rights
Agreement.
We are members of the New York Bar and do not hold ourselves out as
experts on the laws of the State of Minnesota. As to all matters of Minnesota
law, we have relied with your consent upon an opinion of even date herewith
June 27, 2002
Page 2
addressed to you by Philip R. Halverson, Esq., Vice President, General Counsel
and Secretary of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to us in the Prospectus
included in the Registration Statement under the caption "Legal Opinions." In
giving the foregoing consents, we do not hereby admit that we belong to the
class of persons whose consent is required under Section 7 of the Securities
Act, or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Thelen Reid & Priest LLP
THELEN REID & PRIEST LLP
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 21, 2002 relating to the
financial statements, which appears in ALLETE, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 2001. We also consent to the incorporation by
reference of our report dated January 21, 2002 relating to the financial
statement schedule, which appears in such Annual Report on Form 10-K. We also
consent to the reference to us under the heading "Experts" in such Registration
Statement.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Minneapolis, Minnesota
June 26, 2002