2003/2004 File No. 69-78 ----- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM U-3A-2 STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION UNDER RULE U-3A-2 FROM THE PROVISIONS OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 TO BE FILED ANNUALLY PRIOR TO MARCH 1 ALLETE, 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 Dissolved in 2004 MP Affiliate Resources, Inc. Minnesota Duluth, MN Administrative Operations Enventis Telecom, Inc. Minnesota Duluth, MN Telecommunications Rainy River Energy Corporation , Minnesota Duluth, MN Generation/Power Marketing -1- STATE / PROVINCE OF NAME ORGANIZATION LOCATION NATURE OF BUSINESS - --------------------------------------------------- -------------------- --------------------- --------------------------- Rainy River Energy Corporation - Wisconsin
Wisconsin Superior, WI Generation/Power Marketing Rapids Power LLC Minnesota Grand Rapids, MN Terminated in 2003 Synertec, Incorporated , Minnesota Duluth, MN Contract Services NaturNorth Technologies, LLC 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 Dissolved in 2004 Electric Outlet, Inc. Minnesota Duluth, MN Dissolved in 2003 ALLETE Water Services, Inc. Minnesota Duluth, MN 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 Dissolved in 2004 Americas' Water Services Corporation Florida Chicago, IL Dissolved in 2003 Georgia Water Services Corporation Georgia Atlanta, GA Wastewater Treatment Utility Tennessee Water Services, Inc. Tennessee Nashville, TN Inactive Auto Replacement Property, LLC Indiana Indianapolis, IN Real Estate Energy Replacement Property, LLC Minnesota Duluth, MN Real Estate 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 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 ALLETE Commercial, LLC , Florida Cape Coral, FL Real Estate -2- STATE / PROVINCE OF NAME ORGANIZATION LOCATION NATURE OF BUSINESS - --------------------------------------------------- -------------------- --------------------- --------------------------- 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 Transferred in 2004 Enterprise Lehigh, Inc. Florida Lehigh Acres, FL Real Estate ALLETE Automotive Services, Inc. Minnesota Duluth, MN Automotive Services ADESA Corporation , , Indiana Indianapolis, IN Vehicle Redistribution - Corporate Operation AutoVIN, Inc. Indiana Roswell, GA Field Information Services ADESA Arkansas, LLC , Delaware N. Little Rock, AR Vehicle Auction A.D.E. of Ark-La-Tex, Inc. , Louisiana Shreveport, LA Holding Company ADESA Ark-La-Tex, LLC Louisiana Shreveport, LA Vehicle Auction ADESA Birmingham, LLC , Alabama Moody, AL Vehicle Auction ADESA California, LLC , California Sacramento, CA Vehicle Auction ADESA Charlotte, LLC , North Carolina Charlotte, NC Vehicle Auction ADESA Colorado, LLC , Colorado Fountain, CO Vehicle Auction ADESA Des Moines, LLC , Iowa Grimes, IA Vehicle Auction ADESA Houston, Inc. , Texas Houston, TX Merged in 2003 ADESA Importation Services, Inc. Michigan Holly, MI Inactive ADESA Lansing, LLC , Michigan Dimondale, MI Vehicle Auction ADESA Lexington, LLC , Kentucky Lexington, KY Vehicle Auction ADESA Mexico, LLC Indiana Indianapolis, IN Holding Company ADESA Missouri, Inc. Missouri Barnhart, MO Vehicle Auction ADESA New York, LLC , New York Akron, NY Vehicle Auction ADESA Ohio, LLC , Ohio Franklin, OH Vehicle Auction ADESA Oklahoma, LLC , Oklahoma Tulsa, OK Vehicle Auction ADESA Pennsylvania, Inc. Pennsylvania Mercer, PA Vehicle Auction ADESA San Antonio, Inc. , Texas San Antonio, TX Merged in 2003 -3- STATE / PROVINCE OF NAME ORGANIZATION LOCATION NATURE OF BUSINESS - --------------------------------------------------- -------------------- --------------------- --------------------------- ADESA Southern Indiana, LLC
, Indiana Edinburgh, IN Vehicle Auction ADESA Texas, Inc. , Texas Houston, TX Vehicle Auction ADESA Washington, LLC , Washington Auburn, WA Vehicle Auction ADESA Wisconsin, LLC , Wisconsin Portage, WI Vehicle Auction Auto Dealers Exchange of Massachusetts Framingham, MA Vehicle Auction Concord, LLC , Auto Dealers Exchange of Tennessee Memphis, TN Vehicle Auction Memphis, LLC , A.D.E. of Knoxville, LLC , 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, LLC , , Florida Jacksonville, FL Vehicle Auction A & H, LLC Delaware Ocala, FL Dissolved in 2003 ADESA - South Florida, LLC , , Indiana Plainfield, IN Vehicle Auction ADESA Transportation, Inc. , Indiana Indianapolis, IN Inactive Asset Holdings III, L.P. Ohio Columbus, OH Real Estate ComSearch, Inc. Rhode Island Warren, RI Claims Services Automotive Recovery Services, Inc. Indiana Indianapolis, IN Salvage Vehicle Auctions ADESA Properties, Inc. Delaware Dimondale, MI Financial Services 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 Dissolved in 2003 EndTrust Lease End Services, LLC Texas Hurst, TX Vehicle Remarketing IRT Receivables Corp. Indiana Indianapolis, IN Financial Services Micro 21, Inc. , Indiana Indianapolis, IN Financial Services RAP Co., Inc. Indiana Indianapolis, IN Dissolved in 2003 Automotive Finance Canada Inc. Ontario Ottawa, ON Financial Services ADESA Properties Canada Inc. Delaware Dimondale, MI Financial Services PAR, Inc. Indiana Carmel, IN Vehicle Remarketing 3048540 Nova Scotia Company , Nova Scotia Halifax, NS Limited Partner -4- STATE / PROVINCE OF NAME ORGANIZATION LOCATION NATURE OF BUSINESS - --------------------------------------------------- -------------------- --------------------- --------------------------- 3048538 Nova Scotia Company
, Nova Scotia Halifax, NS General Partner ADESA Automotive Services LP Ontario Mississauga, ON Management Company ADESA Canada Corporation , Nova Scotia Halifax, NS Vehicle Remarketing ADESA Finance Canada Inc. Nova Scotia Halifax, NS Inactive ADESA Canada Inc. Quebec Montreal, QC Inactive 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 Salvage Vehicle Auctions Suburban Auto Parts Inc. Ontario Stouffville, ON Salvage Vehicle Auctions Impact Auto Auction Sudbury Ltd. Ontario Sudbury, ON Salvage Vehicle Auctions ADESA Montreal Corporation Nova Scotia Halifax, NS Vehicle Auction Services 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 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. Effective February 1, 2004 ALLETE withdrew from active participation in Split Rock Energy LLC. Subsidiary of ALLETE, Inc. Owned 100 percent of Lakeview Financial Partners LP which was dissolved in 2003. Subsidiary of Lakeview Financial Corporation II. Subsidiary of Minnesota Power Enterprises, Inc. Rainy River Energy Corporation was a 71.5 percent partner in Rapids Power LLC which was terminated October 14, 2003. Synertec, Incorporated has a 33.33 percent equity ownership in NaturNorth Technologies, LLC, formerly NaturTek, L.L.C. Subsidiary of Upper Minnesota Properties, Inc. Upper Minnesota Properties-Meadowlands, Inc. is a 99.5 percent partner in Meadowlands Affordable Housing Limited Partnership. Subsidiary of ALLETE Water Services, Inc. -5-
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. Formed September 22, 2003. Subsidiary of Florida Water Services Corporation. ALLETE Properties, Inc. owns 80 percent of Lehigh Acquisition Corporation. Subsidiary of ALLETE Properties, Inc. Formed July 11, 2003. Subsidiary of Lehigh Acquisition Corporation. Subsidiary of Florida Landmark Communities, Inc. Effective January 8, 2004 stock was transferred to the buyer of the remaining property at Sugarmill Woods. Subsidiary of ALLETE Automotive Services, Inc. ADESA Corporation owns 95.24 percent of ADESA Transportation, Inc. Effective June 30, 2003 ADESA Corporation purchased 51 percent of Asset Holding III, L.P. Subsidiary of ADESA Corporation Effective January 1, 2004 converted "Inc." to "LLC." A.D.E. Ark-La-Tex, Inc., formerly ADESA Ark-La-Tex, Inc., owns 100 percent of ADESA Ark-La-Tex, LLC. Effective December 31, 2003 ADESA San Antonio, Inc. and ADESA Texas, Inc. were merged into ADESA Houston, Inc. which was then renamed ADESA Texas, Inc. Effective January 1, 2004 merged "Inc." to "LLC." Subsidiary of ADESA New Jersey, Inc. ADESA Florida, LLC purchased the remaining 49 percent of A & H, LLC in April 2003, then dissolved A & H, LLC in July 2003. Subsidiary of ADESA Florida, LLC. ADESA Indianapolis, LLC owns 4.76 percent of ADESA Transportation, Inc. Subsidiary of Automotive Finance Corporation. ADESA Corporation owns 40 percent of EndTrust Lease End Services, LLC which is accounted for under the equity method. Formed September 19, 2003. Subsidiary of ADESA Properties, Inc. 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. Effective December 12, 2003 incorporated ADESA Canada Corporation. Subsidiary of ADESA Automotive Services LP. Subsidiary of ADESA Canada Corporation. Subsidiary of ADESA Auctions Canada Corporation. Subsidiary of Impact Auto Auctions Ltd. Impact Auto Auctions Ltd. owns 50 percent of Impact Auto Auction Sudbury Ltd. which is accounted for under the equity method. Subsidiaries are owned 99.99 percent by ADESA Mexico, LLC and .01 percent by ADESA Corporation. 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 March 15, 2004, for the fiscal year ended December 31, 2003, particularly pages 11 through 13, 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. 12,381,769,760 None Superior Water, Light and Power Company 563,021,484 2,183,717 (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. 1,006,286,000 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. 2,365,815,168 None Superior Water, Light and Power Company 579,103,176 2,251,594 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 23rd day of February 2004. ALLETE, Inc. ---------------------------------------- CORPORATE SEAL (Name of Claimant) By James K. Vizanko ------------------------------------- Senior Vice President, Chief Financial Officer and Treasurer Attest: Mark A. Schober - ---------------------------------------- Senior Vice President and Controller Name, title and address of officer to whom notices and correspondence concerning this statement should be addressed: James K. Vizanko Senior Vice President, Chief Financial Officer and Treasurer - ---------------- ------------------------------------------------------------ (Name) (Title) ALLETE, Inc. 30 West Superior Street Duluth, Minnesota 55802-2093 ---------------------------- (Address) -9-