[PAGE]
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) - MARCH 15, 2005
MINNESOTA POWER AND AFFILIATED COMPANIES
RETIREMENT SAVINGS AND STOCK OWNERSHIP PLAN
(Exact name of Registrant as specified in its charter)
MINNESOTA 1-3548 41-0418150
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
C/O ALLETE, INC.
30 WEST SUPERIOR STREET
DULUTH, MINNESOTA 55802-2093
(Address of principal executive offices, including zip code)
(218) 279-5000
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
/ / Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Previous Independent Registered Public Accounting Firm
On March 15, 2005, the Minnesota Power and Affiliated Companies Retirement
Savings and Stock Ownership Plan (RSOP) dismissed PricewaterhouseCoopers
LLP (PricewaterhouseCoopers) as its independent registered public
accounting firm. ALLETE, Inc., the sponsoring employer and plan
administrator of the RSOP, continues to engage PricewaterhouseCoopers as
its independent registered public accounting firm. The decision to change
independent registered public accounting firms was approved by the Employee
Benefit Plans Committee of the RSOP.
The reports of PricewaterhouseCoopers on the financial statements of the
RSOP for the years ended December 31, 2003 and 2002, did not contain an
adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope, or accounting principle.
During the years ended December 31, 2003 and 2002, and through March 15,
2005, there have been no disagreements with PricewaterhouseCoopers on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of PricewaterhouseCoopers, would have caused
PricewaterhouseCoopers to make reference thereto in their reports on the
financial statements for such years.
During the years ended December 31, 2003 and 2002, and through March 15,
2005, there were no "reportable events," as that term is defined in Item
304(a)(1)(v) of Regulation S-K.
A copy of the foregoing disclosures was provided to PricewaterhouseCoopers
prior to the date of the filing of this report. PricewaterhouseCoopers has
furnished the RSOP a copy of the letter addressed to the Securities and
Exchange Commission stating whether or not it agrees with the statements
above. A copy of PricewaterhouseCoopers' letter, dated March 18, 2005, is
filed as Exhibit 16 to this Form 8-K.
(b) New Independent Registered Public Accounting Firm
On March 15, 2005, the RSOP engaged the professional audit services of
Reilly, Penner & Benton LLP (Reilly, Penner & Benton), an independent
registered public accounting firm, to audit its financial statements for
the year ended December 31, 2004.
During the years ended December 31, 2003 and 2002, and through March 15,
2005, RSOP did not consult with Reilly, Penner & Benton regarding any of
the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation
S-K.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired - Not applicable
(b) Pro Forma Financial Information - Not applicable
(c) Exhibits
Exhibit
Number
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16 - Letter from PricewaterhouseCoopers, dated March 18, 2005, to the
Securities and Exchange Commission.
ALLETE Form 8-K dated March 18, 2005 1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Minnesota Power and Affiliated Companies
Retirement Savings and Stock Ownership Plan
By: ALLETE, Inc., its Plan Administrator
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March 18, 2005 Deborah A. Amberg
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Deborah A. Amberg
Vice President, General Counsel and Secretary
2 ALLETE Form 8-K dated March 18, 2005
EXHIBIT INDEX
EXHIBIT
NUMBER
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16 - Letter from PricewaterhouseCoopers, dated March 18, 2005, to the
Securities and Exchange Commission.
ALLETE Form 8-K dated March 18, 2005
EXHIBIT 16 [PRICEWATERHOUSECOOPERS LLP LETTERHEAD] March 18, 2005 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Commissioners: We have read the statements made by the Minnesota Power and Affiliated Companies Retirement Savings and Stock Ownership Plan (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part of the Retirement Savings and Stock Ownership Plan's Form 8-K report dated March 15, 2005. We agree with the statements concerning our Firm in such Form 8-K. Very truly yours, /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP