2002/2003 File No. 69-78 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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, Inc. (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 OF NAME ORGANIZATION LOCATION NATURE OF BUSINESS - --------------------------------------------------- -------------------- --------------------- --------------------------- ALLETE, Inc.Minnesota Duluth, MN Energy and Automotive Services 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 Lakeview Financial Corporation I , Minnesota Duluth, MN Financial Services Lakeview Financial Corporation II Minnesota Duluth, MN Inactive Logistics Coal, LLC Minnesota Duluth, MN Inactive ALLETE Capital I Delaware Duluth, MN Trust ALLETE Capital II Delaware Duluth, MN Trust (Inactive) ALLETE Capital III Delaware Duluth, MN Trust (Inactive) Split Rock Energy LLC Minnesota Minneapolis, MN Power Marketing Minnesota Power Enterprises, Inc. Minnesota Duluth, MN Product and Marketing Coordination BNI Coal, Ltd. North Dakota Bismarck, ND Coal Mining Itasca Railroad Company Minnesota Duluth, MN Inactive MP Affiliate Resources, Inc. Minnesota Duluth, MN Administrative Operations Enventis Telecom, Inc. , Minnesota Duluth, MN Telecommunications Minnesota Power Telecom, Inc. Minnesota Duluth, MN Merged 2002 -1- STATE / PROVINCE OF NAME ORGANIZATION LOCATION NATURE OF BUSINESS - --------------------------------------------------- -------------------- --------------------- --------------------------- Enventis, Inc.
Minnesota Duluth, MN Merged 2002 Rainy River Energy Corporation , Minnesota Duluth, MN Generation/Power Marketing Rainy River Energy Corporation - Taconite Harbor Minnesota Duluth, MN Merged 2002 Rainy River Energy Corporation - Wisconsin Wisconsin Superior, WI Generation/Power Marketing Rapids Power LLC Minnesota Grand Rapids, MN Co-Generation Synertec, Incorporated , Minnesota Duluth, MN Contract Services NaturTek, L.L.C. Delaware Duluth, MN Product Development Upper Minnesota Properties, Inc. Minnesota Duluth, MN Affordable Housing Projects and Economic Development Upper Minnesota Properties - Meadowlands, Inc. Minnesota Duluth, MN Affordable Housing Project , Upper Minnesota Properties - Irving, Inc. Minnesota Duluth, MN Affordable Housing Project Upper Minnesota Properties - Development, Inc. Minnesota Duluth, MN Economic Development Minnesota Power Services Group, Inc. Minnesota Duluth, MN Inactive Electric Outlet, Inc. Minnesota Duluth, MN Inactive 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 Vibration Correction Services, Inc. Minnesota Duluth, MN Inactive Americas' Water Services Corporation Florida Chicago, IL Inactive Instrumentation Services, Inc. Florida Orlando, FL Sold March 2002 Georgia Water Services Corporation Georgia Atlanta, GA Wastewater Treatment Utility Tennessee Water Services, Inc. Tennessee Nashville, TN Inactive ALLETE Properties, Inc. , Minnesota Lehigh Acres, FL Real Estate ADESA San Diego, LLC California Los Angeles, CA Real Estate Cape Coral Holdings, Inc. Florida Cape Coral, FL Real Estate Cape Properties, Inc. Florida Cape Coral, FL Real Estate Palm Coast Forest, LLC Florida Palm Coast, FL Real Estate -2- STATE / PROVINCE OF NAME ORGANIZATION LOCATION NATURE OF BUSINESS - --------------------------------------------------- -------------------- --------------------- --------------------------- Palm Coast Land, LLC
Florida Palm Coast, FL Subdivider, Developer Tomoka Holdings, LLC Florida Ormand Beach, FL Subdivider, Developer Winter Haven Citi Centre, LLC Florida Winter Haven, FL Retail Shopping Center Lehigh Acquisition Corporation , Delaware Lehigh Acres, FL Holding Company 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 Real Estate Lehigh Land & Investment, Inc. Florida Lehigh Acres, FL Real Estate Cliffside Properties, Inc. California Lehigh Acres, FL Real Estate Palm Coast Holdings, Inc. Florida Palm Coast, FL Real Estate Sugarmill Woods Communities, Inc. Florida Homosassa, FL Real Estate 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 Holding Company ADESA Ark-La-Tex, LLC Louisiana Shreveport, LA 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 Grimes, IA Vehicle Auction ADESA Houston, Inc. Texas Houston, TX Vehicle Auction ADESA Importation Services, Inc. Michigan Holly, MI Registered Importer ADESA Lansing, Inc. Michigan Dimondale, MI Vehicle Auction ADESA Lexington, Inc. Kentucky Lexington, KY Vehicle Auction ADESA Mexico, LLC , Indiana Indianapolis, IN Holding Company ADESA Missouri, Inc. Missouri Barnhart, MO Vehicle Auction ADESA New York, Inc. New York Akron, NY Vehicle Auction ADESA - Ohio, Inc. Ohio Franklin, OH Vehicle Auction -3- STATE / PROVINCE OF NAME ORGANIZATION LOCATION NATURE OF BUSINESS - --------------------------------------------------- -------------------- --------------------- --------------------------- ADESA Oklahoma, Inc.
Oklahoma Tulsa, OK Vehicle Auction ADESA Pennsylvania, Inc. Pennsylvania Mercer, PA Vehicle Auction ADESA San Antonio, Inc. Texas San Antonio, TX Vehicle Auction ADESA Southern Indiana, Inc. , Indiana Edinburgh, 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 Auto Banc Corporation New Jersey Manville, NJ Wholesale Vehicle Redistributor ADESA New Jersey, Inc. New Jersey Manville, NJ Vehicle Auction ADESA Atlanta, LLC New Jersey Newnan, GA Vehicle Auction ADESA Phoenix, LLC New Jersey Chandler, AZ Vehicle Auction ADESA Florida, Inc. , Florida Jacksonville, FL Vehicle Auction A & H, LLC , Delaware Ocala, FL Vehicle Auction ADESA - South Florida, LLC Indiana Opa-Locka, FL Vehicle Auction ADESA Indianapolis, Inc. , Indiana Plainfield, IN Vehicle Auction ADESA Transportation, Inc. , , Indiana Indianapolis, IN 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 IRT Receivables Corp. Indiana Indianapolis, IN Financial Services RAP Co., Inc. Indiana Indianapolis, IN Financial Services Automotive Finance Canada Inc. Ontario Ottawa, ON 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 ADESA Properties, Inc. Delaware Dimondale, MI Financial Services ADESA Properties Canada Inc. Delaware Dimondale, MI Financial Services PAR, Inc. , Indiana Carmel, IN Vehicle Remarketing EndTrust Lease End Services, LLC Texas Hurst, TX Vehicle Remarketing ADESA Finance Canada Inc. , Nova Scotia Halifax, NS Financial Services -4- STATE / PROVINCE OF NAME ORGANIZATION LOCATION NATURE OF BUSINESS - --------------------------------------------------- -------------------- --------------------- --------------------------- ADESA Canada Inc.
, Quebec Montreal, QC Holding Company Bytown Car Carriers Inc. , Ontario Ottawa, ON Dissolved 2002 Intercity Express Automobile Carriers Inc. Ontario Ottawa, ON Sold 2002 Suburban Auto Parts Inc. Ontario Stouffville, ON Vehicle Recovery Services Auctions ADESA Auctions Canada Corporation Nova Scotia Halifax, NS Vehicle Auctions ADESA Remarketing Services Inc. Ontario Mississauga, ON Vehicle Remarketing Impact Auto Auctions Ltd. , Ontario Mississauga, ON Vehicle Recovery Services Auctions Impact Auto Auction Sudbury Ltd. Ontario Sudbury, ON Vehicle Recovery Services Auctions ADESA Montreal Corporation , Nova Scotia Halifax, NS Inactive CAAG Transport Ltd. British Columbia Vancouver, BC Holds Auto Dealer License 504811 NB Ltd. New Brunswick Moncton, NB Holds Auto Dealer License 79378 Manitoba Inc. Manitoba Winnipeg, MB Holds Auto Dealer License ADESA Automotive Services LP , Ontario Mississauga, ON Management Company 3048540 Nova Scotia Company , Nova Scotia Halifax, NS Limited Partner 3048538 Nova Scotia Company , Nova Scotia Halifax, NS General Partner Adesur S. de R.L. de C.V. , Federal District Mexico City, Mexico Employee Leasing Auction Vehicles of Mexico, Federal District Mexico City, Mexico Vehicle Auction Services S. de R.L. de C.V. , Footnotes - -------- -6- ALLETE, Inc. has a 50 percent equity ownership in Split Rock Energy LLC which is accounted for under the equity method. Subsidiary of ALLETE, Inc. Owns 100 percent of Lakeview Financial Partners LP. Formed effective April 16, 2002. Subsidiary of Lakeview Financial Corporation II. Subsidiary of Minnesota Power Enterprises, Inc. Effective February 7, 2002 Enventis, Inc. merged into Minnesota Power Telecom, Inc. The surviving legal entity is Enventis Telecom, Inc. Rainy River Energy Corporation is a 71.5 percent partner in Rapids Power LLC. Effective April 30, 2002 merged into ALLETE, Inc. Previously a subsidiary of Rainy River Energy Corporation. Subsidiary of Rainy River Energy Corporation. Synertec, Incorporated has a 33.33 percent equity ownership in NaturTek, L.L.C. Subsidiary of Upper Minnesota Properties, Inc. -5-
Upper Minnesota Properties-Meadowlands, Inc. is a 99.5 percent partner in Meadowlands Affordable Housing Limited Partnership. 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. ALLETE Properties, Inc. owns 80 percent of Lehigh Acquisition Corporation. Subsidiary of ALLETE Properties, Inc. Subsidiary of Lehigh Acquisition Corporation. Subsidiary of Florida Landmark Communities, Inc. Effective January 1, 2002 ALLETE Automotive Services, Inc. transferred AutoVIN, Inc. to ADESA Corporation. ADESA Corporation purchased the remaining 10 percent of AutoVIN, Inc. on March 28, 2002. Subsidiary of ALLETE Automotive Services, Inc. ADESA Corporation owns 95 percent of ADESA Transportation, Inc. Subsidiary of ADESA Corporation. ADESA Ark-La-Tex, Inc. owns 100 percent of ADESA Ark-La-Tex, LLC which is the auction business in Shreveport, LA. Formed effective April 23, 2002. ADESA Corporation purchased the remaining 20 percent of ADESA Southern Indiana, Inc. on May 10, 2002. Subsidiary of ADESA New Jersey, Inc. ADESA Florida, Inc. owns 51 percent of A & H, LLC. Subsidiary of ADESA Florida, Inc. ADESA Indianapolis, Inc. owns 5 percent of ADESA Transportation, Inc. Effective June 14, 2002 Great Rigs Incorporated was renamed ADESA Transportation, Inc. Subsidiary of Automotive Finance Corporation. Subsidiary of ADESA Properties, Inc. PAR, Inc. owns 40 percent of EndTrust Lease End Services, LLC which is accounted for under the equity method. ADESA Finance Canada Inc. owns 33 percent of ADESA Canada Inc. ADESA Automotive Services LP owns 67 percent of ADESA Canada Inc. Subsidiary of ADESA Canada Inc. Bytown Car Carriers Inc. owned 44 percent of Intercity Express Automobile Carriers Inc. which was sold August 2002. Subsidiary of Impact Auto Auctions Ltd. Subsidiary of ADESA Auctions Canada Corporation. Impact Auto Auctions Ltd. owns 50 percent of Impact Auto Auction Sudbury Ltd. which is accounted for under the equity method. Effective June 7, 2002 ADESA Auctions Montreal Corporation was renamed ADESA Montreal Corporation. 3048540 Nova Scotia Company and 3048538 Nova Scotia Company own 99 percent and 1 percent, respectively, of ADESA Automotive Services LP. Subsidiary of ADESA Properties Canada Inc. Subsidiaries are owned 99.99 percent by ADESA Mexico, LLC and .01 percent by ADESA Corporation. Formed effective August 27, 2002. Formed effective August 28, 2002. 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, Inc. Reference is made to the Annual Report on Form 10-K (File No. 1-3548), filed by the claimant with the Securities and Exchange Commission on or about February 14, 2003, for the fiscal year ended December 31, 2002, particularly pages 19 through 21, 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 ALLETE, Inc. 12,011,128,000 None Superior Water, Light and Power Company 545,210,000 2,204,178 (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 ALLETE, Inc. 631,882,000 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 ALLETE, Inc. 2,354,204,856 None Superior Water, Light and Power Company 560,835,840 2,219,353 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: None (a) Name, location, business address and description of the facilities used by the EWG or foreign utility company for the generation, transmission and distribution of electric energy for sale or for the distribution at retail of natural or manufactured gas. (b) Name of each system company that holds an interest in such EWG or foreign utility company; and description of the interest held. -7-
(c) Type and amount of capital invested, directly or indirectly, by the holding company claiming exemption; any direct or indirect guarantee of the security of the EWG or foreign utility company by the holding company claiming exemption; and any debt or other financial obligation for which there is recourse, directly or indirectly, to the holding company claiming exemption or another system company, other than the EWG or foreign utility company. (d) Capitalization and earnings of the EWG or foreign utility company during the reporting period. (e) Identify any service, sales or construction contract(s) between the EWG or foreign utility company and a system company, and describe the services to be rendered or goods sold and fees or revenues under such agreement(s). - -------------------------------------------------------------------------------- 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 ______ day of February 2003. ALLETE, Inc. ------------------------------------- CORPORATE SEAL (Name of Claimant) By James K. Vizanko ------------------------------------- Vice President, Chief Financial Officer and Treasurer Attest: Mark A. Schober - ------------------------------------- Vice President and Controller Name, title and address of officer to whom notices and correspondence concerning this statement should be addressed: James K. Vizanko Vice President, Chief Financial Officer and Treasurer ---------------- ----------------------------------------------------- (Name) (Title) ALLETE, Inc. 30 West Superior Street Duluth, Minnesota 55802-2093 ---------------------------- (Address) -9-