As
filed with the Securities and Exchange Commission on May 6, 2008
Registration
Statement No. 333-______
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
ALLETE,
Inc.
(Exact
name of registrant as specified in its charter)
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Minnesota
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41-0418150
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(State
of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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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)
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MARK
A. SCHOBER
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DEBORAH
A. AMBERG, Esq.
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Senior
Vice President and
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Senior
Vice President, General Counsel
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Chief
Financial Officer
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and
Secretary
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30
West Superior Street
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30
West Superior Street
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Duluth,
Minnesota 55802-2093
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Duluth,
Minnesota 55802-2093
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(218)
279-5000
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(218)
279-5000
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DONALD
W. STELLMAKER
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ROBERT
J. REGER, JR., Esq.
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Treasurer
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Thelen
Reid Brown Raysman & Steiner LLP
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30
West Superior Street
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875
Third Avenue
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Duluth,
Minnesota 55802-2093
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New
York, New York 10022-6225
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(218)
279-5000
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(212)
603-2000
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(Names
and addresses, including zip codes, and telephone numbers, including area codes,
of agents for service)
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. o
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 of 1933, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act of 1933, check the following box and list the Securities Act of
1933 registration statement number of the earlier effective registration
statement for the same offering. o
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act of 1933, check
the following box. x
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act of 1933,
check the following box. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Securities Exchange Act of 1934. (Check one):
Large
accelerated
file x Accelerated
filer o
Non-accelerated
filer o Smaller
reporting
company o
(Do not
check if a smaller reporting company)
CALCULATION
OF REGISTRATION FEE
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Title
of each class of securities
to
be registered
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Amount
to be
registered
(1)
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Proposed
maximum offering price per share (2)
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Proposed
maximum aggregate offering price
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Amount
of registration fee
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||
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Common
Stock, without par value
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1,000,000
Shares
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$41.94
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$41,940,000
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$1,649
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Preferred
Share Purchase Rights (3)
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1,000,000
Rights
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—
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—
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—(4)
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(1)
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In
addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement also covers such additional securities as may
become deliverable as a result of stock splits, stock dividends,
split-ups, recapitalizations or similar transactions, in accordance with
the provisions of the Plan.
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(2)
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Estimated
solely for the purpose 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 for the common stock of ALLETE, Inc. as
reported on the New York Stock Exchange composite tape on April 30,
2008.
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(3)
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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.
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(4)
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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.
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Pursuant
to Rule 429 under the Securities Act, the prospectus filed as part of this
registration statement will be used as a combined prospectus in connection with
this registration statement and Registration Statement No.
333-02109.
P
R O S P E C T U S
[ALLETE
LOGO]
[INVEST
DIRECT LOGO]
1,035,879
Shares of Common Stock
(Without
Par Value)
Invest
Direct® is ALLETE, Inc.’s direct stock purchase and dividend reinvestment
plan. Invest Direct provides investors with a convenient method of
acquiring shares of ALLETE common stock through cash payments and reinvestment
of dividends.
If you
are currently participating in the plan, you will remain enrolled in the plan
and you do not have to take any action unless you wish to terminate your
participation or change your election in the plan.
ALLETE’s
principal executive offices are located at 30 West Superior Street, Duluth,
Minnesota 55802-2093, telephone number (218) 279-5000.
See
the discussion of risk factors, if any, contained in ALLETE’s annual, quarterly
and current reports filed with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, which are incorporated by reference into this
prospectus, to read about certain factors you should consider before purchasing
any of the securities being offered.
ALLETE’s
common stock is listed on the New York Stock Exchange and trades under the
symbol “ALE.”
You
should keep this prospectus for future reference.
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.
The date
of this prospectus is May 6, 2008.
TABLE OF CONTENTS
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You
should rely only on the information contained, or incorporated by reference in
this, prospectus and any prospectus supplement. ALLETE has not
authorized anyone else to provide you with different or additional
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 or that the
information incorporated by reference is accurate as of any date other than the
date of the document incorporated by reference.
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
100 F Street, N.E., 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 (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
(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 modify and supersede this information.
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·
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ALLETE’s
Annual Report on Form 10-K for the year ended December 31,
2007;
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·
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ALLETE’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2008;
and
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·
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ALLETE’s
Current Reports on Form 8-K filed with the SEC on January 16, 2008,
February 12, 2008, February 19, 2008 and March 24,
2008.
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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
Facsimile:
(218) 720-2502
e-mail:
shareholder@allete.com
Upon
request, ALLETE will provide to each person, including any beneficial owner, to
whom this prospectus is delivered, a copy of any or all of the information that
has been incorporated by reference in this prospectus but not delivered with
this prospectus.
FORWARD-LOOKING STATEMENTS
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 prospectus supplement, 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,” “could,” “may,” “potential,” “target,” “outlook” or similar
expressions) are not statements of historical facts and may be
forward-looking.
Forward-looking
statements involve estimates, assumptions, risks and uncertainties, which are
beyond ALLETE’s control and may cause actual results or outcomes to differ
materially from those that may be projected. These statements are
qualified in their entirety by reference to, and are accompanied by, the
following important factors, in addition to any assumptions and other factors
referred to specifically:
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ALLETE’s
ability to successfully implement its strategic
objectives;
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ALLETE’s
ability to manage expansion and integrate
acquisitions;
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prevailing
governmental policies, regulatory actions, and legislation, including
those of the United States Congress, state legislatures, the Federal
Energy Regulatory Commission, the Minnesota Public Utilities Commission,
the Public Service Commission of Wisconsin and various local and county
regulators, and city administrators, about allowed rates of return,
financings, industry and rate structure, acquisition and disposal of
assets and facilities, real estate development, operation and construction
of plant facilities, recovery of purchased power, capital investments and
other expenses, present or prospective wholesale and retail competition
(including but not limited to transmission costs), zoning and permitting
of land held for resale and environmental
matters;
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·
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the
potential impacts of climate change and future regulation to restrict the
emissions of Greenhouse Gases on ALLETE’s Regulated Utility
operations;
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effects
of restructuring initiatives in the electric
industry;
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economic
and geographic factors, including political and economic
risks;
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changes
in and compliance with laws and
policies;
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weather
conditions;
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natural
disasters and pandemic diseases;
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war
and acts of terrorism;
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wholesale
power market conditions;
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population
growth rates and demographic
patterns;
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effects
of competition, including competition for retail and wholesale
customers;
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changes
in the real estate market;
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pricing
and transportation of commodities;
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changes
in tax rates or policies or in rates of
inflation;
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unanticipated
project delays or changes in project
costs;
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availability
and management of construction materials and skilled construction labor
for capital projects;
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unanticipated
changes in operating expenses and capital and land development
expenditures;
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global
and domestic economic conditions;
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ALLETE’s
ability to access capital markets and bank
financing;
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changes
in interest rates and the performance of the financial
markets;
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ALLETE’s
ability to replace a mature workforce and retain qualified, skilled and
experienced personnel; and
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the
outcome of legal and administrative proceedings (whether civil or
criminal) and settlements that affect the business and profitability of
ALLETE.
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Additional
disclosure regarding factors that could cause ALLETE’s results and performance
to differ from those projected in forward-looking statements are set forth in
the discussion of risk factors, if any, contained in ALLETE’s annual, quarterly
and current reports filed with the SEC under the Securities Exchange Act of
1934, which are incorporated by reference into this prospectus and in any
prospectus supplement. 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 these factors, nor can it assess
the impact of each of these 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. You
should also refer to ALLETE’s reports and other information incorporated by
reference herein for any additional factors.
ALLETE, INC.
ALLETE is
a diversified company that has provided fundamental products and services since
1906. These include our former operations in the water, paper,
telecommunications and automotive industries and the core Energy and Real Estate businesses we
operate today.
Energy is comprised of
Regulated Utility, Nonregulated Energy Operations and Investment in
ATC.
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Regulated Utility
includes retail and wholesale rate regulated electric, natural gas and
water services in northeastern Minnesota and northwestern Wisconsin under
the jurisdiction of state and federal regulatory
authorities.
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Nonregulated Energy
Operations includes coal mining activities in North Dakota,
approximately 50 megawatts of nonregulated generation and Minnesota
land sales.
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Investment in ATC
includes an equity ownership interest in American Transmission
Company LLC.
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Real Estate includes Florida
real estate operations.
Other includes investments in
emerging technologies, and earnings on cash and short-term
investments.
THE PLAN
The terms
of the Invest Direct plan are set forth below.
Purpose of Invest Direct
The
purpose of the Invest Direct plan is to provide investors with a convenient way
to purchase shares of ALLETE common stock and to reinvest all or a portion of
the cash dividends paid on an investor’s holdings of ALLETE common stock in
additional shares of common stock. When shares of common stock
purchased under the plan are acquired directly from ALLETE, ALLETE will receive
additional equity funds which are expected to be used for general corporate
purposes as described in “Use of Proceeds.”
Some of
the advantages of the plan include:
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The
plan provides a convenient way to purchase ALLETE common stock without
paying fees or commissions.
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You
may choose to have cash dividends payable on all or a portion of your
shares of ALLETE common stock
reinvested.
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You
may make optional cash investments in ALLETE common
stock.
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Common
stock certificates may be deposited with the plan for
safekeeping.
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Some of
the disadvantages of the plan include:
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·
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You
will not be able to precisely time your purchases and sales through the
plan; therefore you will bear the market risk associated with fluctuations
in the price of ALLETE common stock pending investment or
sale.
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You
will need to transfer shares of ALLETE common stock out of your plan
account if you wish to sell more than 200 shares from your plan account in
any calendar year.
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No
interest is paid on cash dividends to be reinvested, initial cash
investments or optional cash investments received by the
plan.
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Eligibility and Enrollment
If
you are currently participating in the plan, you will remain enrolled in the
plan and you do not have to take any action unless you wish to terminate your
participation or change your election in the plan.
You are
eligible, whether or not you own ALLETE common stock, to join the plan, provided
that:
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1)
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you
properly enroll in the plan; and
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2)
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your
participation in the plan would not violate securities or other laws of
the state, territory or country where you reside that are applicable to
ALLETE, the plan or you.
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We
reserve the right to restrict participation in the plan if we believe that your
participation may be contrary to the general intent of the plan or in violation
of applicable law.
Shareholders
of ALLETE common stock with shares registered in their own names may join the
plan by returning a completed Shareholder Authorization Form to the plan
administrator. If your shares of ALLETE common stock are held in and
registered in the name of a brokerage, bank, or other intermediary account, you
can instruct the broker, bank, or intermediary to register some or all of your
shares directly in your name, and you can then join the plan with those shares
by returning a completed Shareholder Authorization Form to the plan
administrator. A Shareholder Authorization Form may be obtained by
contacting the plan administrator as provided under “Contacting the Plan
Administrator” below.
Other
eligible investors may participate in the plan by making a minimum initial cash
investment to purchase ALLETE common stock through the plan and by obtaining
from, and returning to, the plan administrator a completed Account Authorization
Form.
If you
are not an ALLETE customer, as defined below, the minimum initial cash
investment is $250. ALLETE customers are permitted to make a minimum
initial cash investment of $10. Interest will not be paid on any
initial cash investments held pending investment in the plan. See
“Timing of Share Purchases” below. We will not return initial cash
investments unless we receive a written request no later than the last day of
the Investment Period within which we receive such initial cash
investments.
An
“ALLETE customer” means any person who is:
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1)
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a
customer of the ALLETE family of companies (including, but not limited to,
Minnesota Power and Superior Water, Light and Power
Company);
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2)
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a
lessee of real property owned by an ALLETE company;
or
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3)
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a
member of another category of persons with an ongoing business
relationship with an ALLETE company as such category may be approved for
ALLETE customer status under the plan by the plan
administrator.
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The laws
of certain jurisdictions require that shares of ALLETE common stock offered
under the plan to persons, including ALLETE customers, who are not presently
record holders of common stock can be offered only through a registered
broker-dealer. Also, the laws of certain jurisdictions prohibit the
offer or sale of shares of common stock offered under the plan to persons other
than ALLETE’s employees, executives, consultants, existing shareholders and
lenders. We will not make offers or sales in those jurisdictions
unless we have satisfied the requirements of the securities laws applicable to
the operation of the plan.
Plan Administration
ALLETE
Shareholder Services, as plan administrator, administers the plan for you, keeps
records and performs other duties relating to the plan. The
responsibilities of ALLETE Shareholder Services in connection with the
administration of the plan are administrative in nature.
If the
plan purchases shares on the open market, we will appoint an independent agent
to act on your behalf in buying such shares. An independent agent
will also sell plan shares on behalf of participants. ALLETE
Shareholder Services, as custodian under the plan, holds shares acquired under
the plan and shares deposited into the plan for safekeeping. ALLETE
Shareholder Services may resign as plan administrator or as custodian at any
time upon the appointment of a successor.
Contacting the Plan Administrator; Information Available
Through the Internet
All
questions, requests for the various forms referred to in this prospectus and
other communications concerning Invest Direct should be directed to the plan
administrator at:
Shareholder
Services
ALLETE,
Inc.
30 West
Superior Street
Duluth,
Minnesota 55802-2093
Telephone:
(218) 723-3974 or (800) 535-3056
Fax:
(218) 720-2502
e-mail:
shareholder@allete.com
www.allete.com
Extensive
information about ALLETE and the plan is available through ALLETE’s website
listed above. Within the Investor section, you can download various
transaction request forms and obtain on-line access to shareholder account
information, including shares and transactions associated with the plan.
Information contained on ALLETE’s Internet site does not constitute part of this
prospectus.
Reinvestment of Cash Dividends
Through
the plan, you may reinvest all or a portion of cash dividends earned on your
shares (whether held in certificate form, through ALLETE’s direct registration
system, or in your plan account). If you elect “reinvest all cash
dividends,” all cash dividend payments on all shares will be
reinvested. If you elect “partial dividend reinvestment,” dividends
received on the percentage of shares you specify will be reinvested and you will
receive cash dividends on the remaining shares. If you do not
indicate an investment option on the Shareholder Authorization Form, your plan
account will be automatically enrolled in the “reinvest all cash dividends”
option.
You may
change your method of receiving cash dividends at any time by sending a
completed Shareholder Authorization Form to the plan administrator.
Dividend
instructions must be received on or before a Dividend Record Date in order to be
effective for the next Dividend Payment Date. If the plan
administrator receives a Shareholder Authorization Form after the Dividend
Record Date, the new instructions will not take effect until the next Dividend
Payment Date.
A
“Dividend Payment Date” is the date on which dividends are payable on the shares
of ALLETE common stock, as determined by ALLETE’s Board of
Directors. The timing and amount of future dividends will depend on
earnings, cash requirements, the financial condition of ALLETE and its
subsidiaries, applicable government regulations and other factors deemed
relevant by the ALLETE Board of Directors. These dates are normally
the first day of March, June, September and December.
A
“Dividend Record Date” is the date on which shareholders, including plan
participants, must be shareholders in order to receive dividends on their shares
of ALLETE common stock. Generally, the Dividend Record Date is the
15th day of the month preceding the Dividend Payment Date.
Without
withdrawing from the plan, you may request the plan administrator to stop the
reinvestment of any cash dividends on shares of common stock registered in your
name by giving the plan administrator written notice. In order to
stop the reinvestment of a cash dividend payment, the plan administrator must
receive such written notice not later than the Dividend Record Date for that
dividend payment.
Optional Cash Payments
After
enrollment in the plan, you may purchase additional shares under the plan by
delivering to the plan administrator:
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1)
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an
Optional Cash Payment Form; and
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2)
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a
check or money order payable to
ALLETE.
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Optional
cash payments may vary in amount, but may not be less than $10 per payment nor
more than $100,000 per calendar year. Once enrolled in the plan, you
may arrange for investments by automatic monthly deductions from your checking
or savings account by returning an Automatic Cash Withdrawal and Investment Form
to the plan administrator. Funds are generally withdrawn five or six
business days prior to the Investment Date.
The plan
administrator will include an Optional Cash Payment Form with each Statement of
Account or send one upon request.
We will
not pay interest on any optional cash payments held pending investment in the
plan. See “Timing of Share Purchases” below. We will not
return optional cash payments unless we receive a written request no later than
the last day of the Investment Period within which we received such optional
cash payments.
You may
stop making optional cash payments at any time without withdrawing from the
plan.
Timing of Share Purchases
Initial
cash investments and optional cash payments will be used to purchase
newly-issued shares on the applicable Investment Date and shares acquired on the
open market will be purchased during an Investment Period, and will be credited
to your plan account as of the next Investment Date. Note that since
each Investment Period runs from the fourth business day before the end of the
month, if an investment is received during those last few days of the month, it
will not be credited to your plan account until the second following Investment
Date. In all cases, we will purchase common stock under the plan
within 35 days following receipt of an initial cash investment or optional cash
payment or promptly return any remaining funds to you, without
interest.
“Investment
Date” means the date on which a participant’s account is allocated shares of
ALLETE common stock for investments made during a particular Investment
Period:
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1)
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If
newly-issued shares are purchased under the plan, the Investment Date will
be the first day of the month following the end of the Investment
Period.
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2)
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If
open market purchases are made, the Investment Date will be the later
of:
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a)
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the
first day of the month following the end of the Investment Period;
or
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b)
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the
day following the end of the Investment Period on which all purchases on
the open market are completed by the independent
agent.
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“Investment
Period” means the period during which cash payments are accepted from
participants for investment in ALLETE common stock to be credited to plan
accounts on the Investment Date. The Investment Period begins on the
fourth business day before the end of a month and ends on the fifth business day
before the end of the following month.
If the
plan administrator receives any Shareholder Authorization Form directing
reinvestment of cash dividends on or before a Dividend Record Date, we will
reinvest that dividend in shares of common stock in accordance with your
instructions and credit the shares to your account. If the plan
administrator receives the Shareholder Authorization Form after the Dividend
Record Date, we will pay those dividends in cash and begin reinvestment under
the plan with the next dividend. To the extent shares will not be
purchased on the Dividend Payment Date or are to be purchased on the open
market, cash dividends will be delivered to an escrow account pending
investment. The Dividend Record Dates for the payment of dividends on
ALLETE common stock are customarily fifteen days before the Dividend Payment
Dates. The Dividend Payment Dates usually are the first day of March,
June, September and December.
For
example, in the case of a common stock dividend paid by ALLETE on March 1, for
which the record date was February 15:
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If
we receive the Shareholder Authorization Form directing reinvestment on or
before February 15, then we will reinvest the March 1 dividend in shares
of common stock and credit those shares to your plan account as of the
Investment Date following that February 15 record
date.
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·
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If
we receive the Shareholder Authorization Form after February 15, then we
will pay the March 1 dividend in cash and not begin reinvestment under the
plan until the next dividend.
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·
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Even
though we may have received optional cash payments for the February
Investment Period on or before February 15, your plan account will not be
credited with the March dividend on the shares of common stock newly
acquired with those optional cash payments because you did not own those
newly acquired shares on the February 15 record
date.
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In all
cases, we will use dividends to purchase common stock under the plan within 30
days following the related Dividend Payment Date. We will not pay
interest on any cash dividends held by us pending reinvestment in the
plan.
Source and Price of Purchased Shares
At
ALLETE’s option, common stock will be obtained through purchases of newly-issued
shares, directly from ALLETE or through open market purchases of shares or in
privately negotiated transactions. The price per share for
newly-issued shares will be the average of the closing prices on the composite
tape on the last three business days before the applicable Investment
Date. Shares purchased on the open market or in negotiated
transactions will have a price per share equal to the weighted average price
(excluding any related brokerage fees, commissions or other service charges) at
which such shares are purchased by the independent agent during the applicable
Investment Period.
Neither
you, ALLETE nor any of its affiliates may exercise any control or influence over
the timing, price, amount or manner of purchases of the common stock purchased
by the independent agent.
We cannot
change our determination that shares will be purchased on the open market or in
negotiated transactions or directly from ALLETE more frequently than once every
three months.
The
number of shares purchased for your plan account with respect to any Investment
Period depends upon:
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1)
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the
amount of the cash dividends to be reinvested and optional cash payments
to be invested; and
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2)
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the
price of the shares of ALLETE common stock
purchased.
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In every
case, available funds will be fully invested in both whole and fractional shares
of ALLETE common stock (computed to three decimal places). No one can
predict the number of shares that will be purchased with respect to any
Investment Period, and the plan does not permit the plan administrator to honor
a request that a specific number of shares be purchased.
Shares of
ALLETE common stock that you buy under the plan will be maintained in your
account in book-entry form.
If you
hold ALLETE common stock in certificate form, you may deposit your certificate
with the plan administrator for safekeeping into your plan
account. Certificates representing shares to be deposited for
safekeeping should be sent to the plan administrator, together with a completed
Shareholder Authorization Form. You should use certified or
registered mail when sending stock certificates. You should not endorse certificates
surrendered for safekeeping. We will send you a notification
when we receive certificates sent to us for safekeeping. It is your
responsibility to retain records relative to the cost of any shares represented
by certificates deposited for safekeeping. Common stock surrendered for
safekeeping will be treated in the same manner as shares purchased through the
plan.
Safekeeping
protects your shares against loss, theft or accidental
destruction. This also provides a convenient way for you to keep
track of your shares.
Transfer or Assignment of Shares
You may
instruct the plan administrator to transfer or assign plan shares to another
account or to a new account. These instructions must be sent with
appropriate documentation and comply with transfer regulations and applicable
laws.
Please
call the plan administrator for specific instructions for transferring
shares.
Shares Pledged
You may
not pledge shares held in a plan account as collateral. If you wish
to use plan shares as collateral, you must have those shares registered in your
name by withdrawing the shares from the plan. See “Certificates for
Shares; Direct Registration System” below.
Shareholder Voting
For each
meeting of shareholders, you will receive notices of meetings, proxy statements
and proxies covering the total full and fractional shares held, including shares
held directly and shares held under the plan. If you complete and
return a proxy, the covered shares will be voted as indicated. If you
complete and return a proxy, but without instructions as to how shares are to be
voted with respect to any item on the proxy, the covered shares will be voted in
accordance with the recommendations of ALLETE’s Board of
Directors. If you do not return a proxy, or return an incomplete
proxy, the covered shares will not be voted unless you vote in person at the
meeting.
Sale of Shares
Invest
Direct allows you to sell up to 200 plan shares in one transaction per calendar
year through the plan. This includes shares of common stock deposited
in the plan for safekeeping. We will not charge you an administrative
and/or broker commission fee for this service if less than one share is
sold. We will charge you a nominal administrative fee for sales of
one or more shares, up to 200 shares.
To sell
plan shares, you must make a written request to the plan administrator
by:
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1)
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completing
the Share Transaction Request Form on the reverse side of the Optional
Cash Payment Form; or
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2)
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submitting
a letter of instruction indicating the plan account number and
registration.
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The
request should indicate the number of shares to be sold and must be signed by
all plan account owners.
We will
generally sell shares within five business days after receiving a
request. However, we may delay sale requests received during the
period between the Dividend Record Date and the Dividend Payment
Date.
You
cannot control the terms and conditions of the sale of your plan
shares. Neither you, ALLETE nor any of its affiliates may exercise
any control or influence over the timing, price, amount or manner of the sale of
the common stock sold by the independent agent. The independent agent
will sell the shares.
We will
issue a check for the proceeds of the sale minus applicable administrative fees
and taxes as soon as practicable after the sale of the shares. The
check will be made payable to the registered holders only.
If you
wish to sell more than once per calendar year or more than 200 shares, you or
your stockbroker may request that the shares be moved to ALLETE’s direct
registration system, or DRS, or that a certificate be issued to you for the
shares. See “Certificates for Shares; Direct Registration
System.” Once you receive a certificate or move your shares to DRS,
you can place an order to sell through your stockbroker.
Shares
held outside the plan may not be sold through the plan.
Certificates for Shares; Direct Registration
System
You can
request stock certificates or can request to move to the direct registration
system any number of full shares credited to your plan account, and may make
such request without withdrawing from the plan. There is no charge
for this service. The direct registration system permits an investor
to hold ALLETE common stock as the registered owner in book-entry registration
form on the stock transfer books of ALLETE, with no need for a physical stock
certificate.
You must
make a written request to the plan administrator by:
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1)
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completing
the Share Transaction Request Form on the reverse side of the Optional
Cash Payment Form; or
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2)
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submitting
a letter of instruction indicating the plan account number and
registration.
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The
request should indicate the number of shares to be certificated or moved to DRS
and must be signed by all plan account owners. You must make a
separate request each time a certificate or movement to DRS is
requested. We process requests as soon as practicable after we
receive them. We will continue to hold any remaining full and
fractional shares in your plan account. Fractional shares cannot be
issued in certificate form or moved to DRS.
Certificating
your shares or moving them to DRS does not automatically stop dividend
reinvestment. We will continue to follow existing instructions
regarding payment or reinvestment of dividends on shares moved to certificate or
DRS form until we receive new instructions. To make a change in
method of dividend payment, you must make a request in writing as more fully
described under “Reinvestment of Cash Dividends” above.
Withdrawal from the Plan
You may
withdraw from the plan at any time by notifying the plan administrator in
writing of your decision by:
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1)
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completing
the Share Transaction Request Form on the reverse side of the Optional
Cash Payment Form; or
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2)
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submitting
a letter of instruction indicating the plan account number and
registration.
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The
request should indicate that you wish to terminate participation in the
plan. All plan account owners must sign the request and indicate
whether they wish to receive a stock certificate, move their shares to DRS, or
sell their shares (if the number of shares is 200 or less and they have not sold
any other shares from their plan account that year).
As
explained above, you may terminate participation in the plan either
by:
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1)
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selling
all the shares in your plan account through the plan (if that number of
shares is 200 or less and you have not sold any other shares credited to
your plan account in the calendar year of termination);
or
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2)
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having
a certificate issued for a specific number of whole shares or move a
specific number of whole shares to DRS and sell the remaining shares
through the plan. If a termination request does not specify the
manner of distribution of shares, we will move the whole number of shares
in that account to DRS and issue a check for the value of any remaining
fractional shares. The plan administrator will only issue
certificates for whole shares.
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If,
during the same Investment Period, we receive an optional cash payment and a
timely request to terminate participation in the plan, we will return the amount
of the optional cash payment. If the request is not timely received
we will use those funds to purchase shares in accordance with the terms of the
plan. Such shares will be sold and the proceeds of the sale will be
returned to you. In any event, certificates for whole shares
allocated to a plan account upon termination and/or the proceeds from the sale
of any shares held in that plan account will be sent to you no later than 30
days following the notice of termination.
Your
withdrawal from the plan will stop all investment under the plan if in the case
of:
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1)
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reinvestment
of dividends, we receive notification of withdrawal not later than the
Dividend Record Date for a cash dividend payment normally reinvested;
and
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2)
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optional
cash payments, we receive notice of withdrawal on or before the end of the
Investment Period during which we receive the optional cash
payment.
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We will
pay to you, without interest, any cash dividend or optional cash payment we
receive for which investment has been stopped by timely notification of
withdrawal from the plan.
If you
sell or otherwise dispose of all the shares of stock registered in your name in
certificate form, the plan administrator will continue to reinvest the dividends
on the shares credited to your plan account until the plan administrator is
notified in writing of your intent to withdraw from the plan.
Statements of Account; Shareholder
Communications
You will
receive quarterly Statements of Account, if there is any activity in your plan
account in that quarter. In any event, you will receive a Statement
of Account at least annually. In addition, you will receive a
statement for the following transactions:
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1)
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purchase
of additional shares with optional cash
payments;
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2)
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deposit
of shares into the plan for
safekeeping;
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3)
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sale
of shares held in the plan;
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4)
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withdrawal
of plan shares;
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5)
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transfer
of plan shares; and
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6)
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upon
termination of the plan.
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Your
Statements of Account are your continuing record of the cost of shares
purchased, their basis for federal income tax purposes, the proceeds of sales
and the amount of dividends reportable for federal income tax
purposes. You should keep your Statements of Account for income tax
purposes.
You will
also receive copies of the same communications sent to all holders of ALLETE
common stock, including ALLETE’s Annual Report to Shareholders, Notice of Annual
Meeting and Proxy Statement and tax information for reporting dividends
paid.
Statements
of Account and other communications will be sent to your address on record with
us. If you move, you must promptly notify us of your change of
address to avoid delays in receiving up-to-date information.
Costs Under the Plan
You will
not incur any brokerage fees, commissions or other charges for shares purchased
for your plan account. However, if we pay any such charges, we are
required to report them to the Internal Revenue Service (IRS) as income to
you. Because of the volume of shares purchased through the plan,
commissions that we pay on your behalf should be less than those that you would
otherwise pay if you purchased, individually, the same number of shares on the
open market.
If you
request that we sell shares of common stock through the plan (other than a
request for the sale of less than one share), you will be charged a nominal
administrative fee and applicable taxes.
There are
no other service charges for participating in the plan. We pay all
costs of administration of the plan. However, we reserve the right at
any time to charge an administrative fee for costs that are reasonably related
to actual administrative costs incurred by us as plan
administrator. These costs include printing and mailing costs for
prospectuses, brochures and forms, administrative handling fees for paperwork
requested by you, and other similar costs. If we decide to charge
such fees, you will be notified 90 days before their effective
date.
Rights Offering and Stock Split
A rights
offering takes place if ALLETE issues to its existing shareholders the right to
purchase additional shares of ALLETE common stock in proportion to the shares
they already own. In a rights offering, warrants representing rights
on all shares held directly by you, including those credited to your plan
account, will be mailed directly to you in the same manner as to shareholders
not participating in the plan.
Rights
based on a fractional share held in the plan will be sold by the plan
administrator and the proceeds will be credited to your plan account under the
plan and applied as cash dividends to purchase common stock to be credited to
your plan account as of the Investment Date following the next Investment Period
in which common stock is purchased with reinvested dividends. A
rights offering is not related to the Rights attached to the shares of ALLETE
common stock. See “Description of Common Stock—Description of
Preferred Share Purchase Rights” below.
Any
shares issued in connection with a stock split distributed by ALLETE on shares
credited to your plan account under the plan will be added to your plan
account. If you hold your plan shares outside the plan, any shares
issued in connection with a stock split will be sent to you directly in the same
manner as to shareholders who are not participating in the plan.
Neither
ALLETE, in its individual capacity or as plan administrator, nor any independent
agent appointed by ALLETE under the plan will be liable for any act done in good
faith or for any good faith omission to act with respect to the plan, including,
without limitation, any claim of liability:
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1)
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arising
out of failure to terminate a plan account upon a participant’s death
before receipt of notice from an authorized representative of the estate
of such death in writing (all instructions and requests by authorized
representatives of a participant’s estate must be accompanied by
appropriate documentation and must comply with the transfer requirements
of the plan and any applicable
laws);
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2)
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with
respect to the prices or times at which, or sources from which, shares are
purchased or sold; or
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3)
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with
respect to any fluctuation in market value before or after any purchase or
sale of shares,
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provided
that nothing contained herein shall be construed to affect any right to bring
suit under the federal securities laws of the United States.
You
must recognize that ALLETE cannot assure you a profit, or protect you against
losses, on shares purchased under the plan. The market price of
ALLETE common stock can fluctuate substantially. You accept the risks
as well as the benefits of the plan. You participate in the plan at
your sole discretion, risk and responsibility.
Modification or Termination of Plan; Termination of
Participants; Governing Law
We
reserve the right to suspend, modify, amend or terminate the plan at any time
and to interpret and regulate the plan as we deem necessary or desirable in
connection with the operation of the plan. We also reserve the right,
at our discretion, to terminate participation in the plan if your plan account
is no longer active. ALLETE will provide notice of any such
suspension, modification, amendment or termination. If we terminate
your plan account, we will deliver or sell your shares in the manner described
under the heading “Withdrawal from the Plan” above.
In
addition, we may terminate your participation in the plan if we believe that
your participation may be contrary to the general intent of the plan or in
violation of applicable law. We will send you a certificate for whole
shares and a check for the cash value of the fractional shares in any plan
account so terminated.
The terms
and conditions of the plan and its operation shall be governed by and construed
in accordance with the laws of the State of Minnesota.
UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES
For
federal income tax purposes, you will be treated as having received a
distribution on the Dividend Payment Date in an amount equal to the fair market
value on that date of the full and fractional number of shares purchased with
the reinvested amount used to purchase authorized but unissued shares directly
from ALLETE. The tax basis of the purchased shares will be equal to
the fair market value of such shares on the Dividend Payment Date.
For
federal income tax purposes, you will be treated as having received a
distribution on the Dividend Payment Date in an amount equal to the reinvested
amount plus brokerage fees, commissions or other service charges used to
purchase shares in the open market, if paid by us to obtain the
shares. The tax basis of the purchased shares will be equal to the
amount of the distribution.
If you
purchase shares with optional cash payments, any brokerage fees, commissions or
other service charges paid by us to obtain the shares will be treated as a
distribution to you for federal income tax purposes. The tax basis of
shares purchased in this manner will be equal to the amount of the optional cash
payment plus the amount of the distribution.
For
federal income tax purposes, distributions will be treated as dividends to the
extent paid out of current or accumulated earnings and profits and will be
includible in your income and taxable as ordinary income. If a distribution
exceeds our current and accumulated earnings and profits, the excess will be
first treated as a tax-free return of your investment, up to your tax basis in
our common stock. Any remaining excess will be treated as a capital
gain. Dividends received by noncorporate persons on common stock in
tax years beginning on or before December 31, 2008 generally are subject to U.S.
federal income tax at lower rates than other types of ordinary income, subject
to certain exceptions.
The
holding period for shares acquired under the plan begins on the day after the
shares are credited to your plan accounts. Your distribution for
federal income tax purposes, including any brokerage fees, commissions or other
service charges we pay in respect of reinvested dividends or optional cash
investments, will be reported on your year-end Form 1099-DIV.
Upon
sale, exchange or other disposition of any shares, you will generally realize
gain or loss equal to the difference between the amount realized on the
disposition and your tax basis in the shares. Such gain or loss will
be capital gain or loss and generally will be long-term capital gain or loss if
you held the shares for more than one year immediately prior to such
disposition. Long-term capital gains of individuals are eligible for
reduced rates of taxation. The deductibility of capital losses is
subject to limitations. Unless an exemption applies, we will send you
a Form 1099-B for any shares sold through the plan.
If you
are a foreign shareholder whose distributions are subject to United States
income tax withholding, or a domestic shareholder subject to backup withholding,
the amount of the distribution either sent to you in cash or reinvested in
shares will be reduced by such tax withholding. The regular
Statements of Account sent to you will indicate the amount of tax
withheld. We will similarly withhold taxes on any sale of shares if
you are subject to income tax withholding or backup withholding. We
will reduce the amount we send to you for such sale by the amount of tax
withheld and any applicable administrative fees or broker
commissions. Any income tax we withhold may be claimed as a credit on
your federal income tax return.
The
information explained above is only a summary and does not purport to be a
complete description of all tax consequences of participation in the
plan. The description may be affected by future legislation, IRS
rulings and regulations, or court decisions. In addition, the
taxation of foreign shareholders, except as noted, is not discussed in this
prospectus. Accordingly, you should consult your own tax advisors
with respect to the federal, state, local and foreign tax consequences of your
participation in the plan.
DESCRIPTION OF COMMON STOCK
General. The
following statements describing ALLETE’s common stock are not intended to be a
complete description. For additional information, please see ALLETE’s
Articles of Incorporation and bylaws. Each of these
documents
has been previously filed with the SEC and they are exhibits to the registration
statement filed with the SEC of which this prospectus is a
part. Reference is also made to the laws of the State of
Minnesota.
ALLETE
has the following capital stock authorized by its Articles of Incorporation:
43,333,333 shares of common stock, without par value, and 3,616,000 shares of
preferred stock. As of April 30, 2008, 30,841,376 shares of
common stock were issued and outstanding and no shares of preferred stock were
issued and outstanding.
Dividend
Rights. ALLETE’s common stock is entitled to dividends only
after ALLETE has provided for dividends and any sinking fund requirements on any
issued and outstanding preferred stock. ALLETE’s 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 ALLETE’s common stock are entitled to
receive notice of and to vote at any meeting of shareholders. Each
share of ALLETE’s common stock, as well as each share of any of ALLETE’s 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 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 ALLETE’s preferred stock are in default in the amount of
four full quarterly payments or more, and until all the dividends in default are
paid, the holders of ALLETE’s preferred stock are entitled, as one class, to
elect a majority of the directors. ALLETE’s common stock, as one
class, would then elect the minority.
The
Articles of Incorporation include detailed procedures and other provisions
relating to these rights and their termination, including:
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quorums;
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·
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terms
of directors elected;
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·
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vacancies;
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·
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class
voting;
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·
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meetings;
and
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·
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adjournments.
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The
Articles of Incorporation contain provisions that make it difficult to obtain
control of ALLETE through transactions not having the approval of the Board of
Directors. These provisions include:
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·
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a
provision requiring the affirmative vote of 75 percent of the outstanding
shares of all classes of ALLETE’s 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 the Articles of
Incorporation;
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·
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a
provision permitting a majority of the Disinterested Directors to
determine whether the above requirements have been satisfied;
and
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·
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a
provision providing that some parts of the Articles of Incorporation
cannot be altered unless approved by 75 percent of the outstanding shares
of all classes of ALLETE’s capital stock, present and entitled to vote,
unless the alteration is recommended to the shareholders by a majority of
the
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Disinterested
Directors. The parts of the Articles of Incorporation that
cannot be altered except as stated above include some parts relating
to:
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|
·
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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
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·
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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.
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Liquidation
Rights. After ALLETE has satisfied creditors and the
preferential liquidation rights of any of its outstanding preferred stock, the
holders of its common stock are entitled to share ratably in the distribution of
all remaining assets.
Miscellaneous. Holders
of ALLETE’s common stock have no preemptive or conversion
rights. ALLETE’s common stock is listed on the New York Stock
Exchange. The transfer agents and registrars for ALLETE’s common
stock are Wells Fargo Bank, N.A. and ALLETE.
Description of Preferred Share
Purchase Rights. The following statements describing ALLETE’s
preferred share purchase rights, each a “Right,” are not intended to be a
complete description. For additional information, please see the
Amended and Restated Rights Agreement, dated as of July 12, 2006, or the Rights
Plan, between ALLETE and the Corporate Secretary of ALLETE, as Rights Agent,
which sets forth the terms of the Rights. The Rights Plan has been
previously filed with the SEC and is an exhibit to the registration statement
filed with the SEC of which this prospectus is a part. Reference is
also made to the laws of the State of Minnesota.
On July
12, 2006, the Board of Directors of ALLETE amended the terms of the Rights
Agreement, dated July 14, 1996 between ALLETE and the Corporate Secretary
of ALLETE. Pursuant to the Rights Plan, ALLETE will issue rights
certificates, or “Right Certificates,” to the record holders of its common stock
when certain events occur, as discussed below. Each record holder of
ALLETE’s common stock will receive a Right Certificate, evidencing one Right for
each share of common stock so held, subject to adjustment. Except as
described below, each Right, when exercisable, currently entitles the registered
holder to purchase from ALLETE one and one-half one-hundredths (three
two-hundredths) of a share of Junior Serial Preferred Stock A, without par
value, or Serial Preferred. The purchase price is $90 per one
one-hundredth of a share of Serial Preferred, or the Purchase
Price. The Purchase Price is subject to adjustment.
Initially,
no separate Right Certificates were distributed. Until the
Distribution Date, shares of ALLETE’s common stock together
with a copy of a summary of the Rights Plan are proof of the
Rights. The “Distribution Date” is the earlier to occur
of:
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·
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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 ALLETE’s common stock, or the “Stock Acquisition
Date;” or
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·
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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 ALLETE’s
outstanding shares of common stock. At any time before a person
becomes an Acquiring Person, the Board of Directors may extend the
15-business day time period.
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Until the
Distribution Date (or the earlier redemption, expiration or termination of the
Rights), the Rights will be transferred only with ALLETE’s common
stock. The transfer of any shares of ALLETE’s common stock, with or
without a copy of the summary of Rights Plan, will also constitute the transfer
of the Rights associated with those shares of common stock. As soon
as practicable following the Distribution Date, ALLETE will mail separate
certificates evidencing the Rights to holders of record of ALLETE’s common stock
as of the close of business on the Distribution Date. After the
Distribution Date, separate certificates for the Rights alone will be given as
proof of the Rights.
Each
whole share of ALLETE’s Serial Preferred will have a minimum preferential
quarterly dividend rate equal to the greater of $51 per share or, subject to
adjustment, 100 times the aggregate per share amount of all cash dividends and
100 times the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions other than a dividend payable in shares of
common stock or a subdivision of the outstanding shares of common
stock. If ALLETE liquidates, no distribution will be made to the
holders of shares of ALLETE’s stock ranking junior to the Serial Preferred until
the holders of ALLETE’s Serial Preferred have received a liquidation preference
of $100 per share, plus accrued and unpaid dividends and
distributions. Holders of ALLETE’s Serial Preferred will be entitled
to receive notice of and to vote at any meeting of ALLETE’s
shareholders. Each whole share of ALLETE’s Serial Preferred is
entitled to one vote. These shares do not have cumulative voting
rights.
ALLETE’s
Articles of Incorporation provide that whenever dividends on any of ALLETE’s
preferred stock are in default in the amount of four quarterly payments, and
until all the dividends in default are paid, the holders of ALLETE’s Serial
Preferred and other preferred stock will be entitled, together as one class, to
elect a majority of directors. Holders of ALLETE’s common stock would
then elect the minority. If, in any merger or other transaction,
shares of ALLETE’s common stock are exchanged for or converted into stock or
other securities, cash and/or any other property, each whole share of ALLETE’s
Serial Preferred will be entitled to receive, subject to adjustment, 100 times
the aggregate amount of stock, securities, cash and/or other property (payable
in kind), as the case may be, for or into which each share of ALLETE’s common
stock is exchanged or converted. ALLETE cannot redeem the shares of
Serial Preferred.
The
Rights are not exercisable until the Distribution Date and will expire at the
earliest of:
|
·
|
July 11,
2009 (“Final Expiration Date”);
|
|
·
|
the
redemption of the Rights as described below;
or
|
|
·
|
the
exchange of all Rights for ALLETE’s 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 any common stock ALLETE issues directly to any
person. This exemption applies even if the person would become the
beneficial owner of 15 percent or more of ALLETE’s common stock, provided
that such person does not acquire any additional shares of ALLETE’s common
stock. Examples of situations where ALLETE might issue common stock
directly include private placements or acquisitions where ALLETE’s common stock
is used as consideration.
If,
following the Stock Acquisition Date, ALLETE is acquired in a merger or other
business combination transaction or 50 percent or more of its assets or earning
power are sold, ALLETE 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, otherwise called
“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 ALLETE’s 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, ALLETE’s Serial Preferred or its common
stock, or a reverse split of its outstanding shares of Serial Preferred or
common stock.
ALLETE’s
Board of Directors may exchange the Rights at an exchange ratio of one share of
common stock per Right, subject to adjustment, at any time that is:
|
·
|
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
|
|
·
|
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. ALLETE 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, ALLETE
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.
ALLETE’s
Board of Directors may redeem the Rights in whole, but not in part, at a price
of $.005 per Right, or the “Redemption Price,” any time before a person becomes
an Acquiring Person. At its option, ALLETE may pay the Redemption
Price in cash, shares of its common stock or other consideration that its Board
of Directors deems appropriate. If ALLETE redeems the Rights, the
Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
The
Rights Plan contains several provisions related to the occurrence of Triggering
Events. ALLETE is prohibited from consolidating, merging, or selling
a majority of its assets or earning power if doing so would be counter to the
intended benefits of the Rights or would result in the distribution of Rights to
the shareholders of the other parties to the transaction. The Rights
Plan also provides that once the Rights become exercisable, the Board of
Directors is not permitted to take any action that could reasonably
be foreseen to diminish substantially or otherwise eliminate the intended
benefits of the Rights, provided that this provision does not prevent the Board
of Directors from exercising its existing authority, under certain
circumstances, to redeem or exchange the Rights, or to further amend the
Plan. Finally, the Rights Plan includes a requirement that certain
provisions to which a counterparty to a proposed consolidation, merger, sale or
transfer is subject and which would disrupt the intended effects of the Rights
Plan be cancelled, waived, or amended.
If the
Rights are exercised, issuance of Serial Preferred or 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 ALLETE’s
shareholder, including, without limitation, the right to vote or to receive
dividends. One million shares of Serial Preferred were reserved for
issuance if the Rights are exercised.
ALLETE
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.
Pursuant
to the Rights Plan, a special committee of the Board of Directors known as the
IDE Committee, comprising all of the independent directors of ALLETE, is
required to conduct an annual review of the terms and conditions of the Rights
Plan, including whether termination or modification of the Rights Plan is in the
best interests of ALLETE and its shareholders. The IDE Committee will
annually make recommendations to the Board of Directors based on such
review.
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 ALLETE’s
Board of Directors. This is because, at any time before a person
becomes an Acquiring Person, ALLETE’s Board of Directors may redeem all of the
then outstanding Rights at the Redemption Price.
USE OF PROCEEDS
We will
receive no proceeds from the offering of common stock through the plan unless
shares of common stock are purchased directly from ALLETE. To the
extent that shares are purchased directly from ALLETE, we expect that the net
proceeds received will be used for general corporate purposes. We
have no basis for estimating either the number of shares of common stock that
may be sold under the plan, the prices at which those shares will be sold or the
number of shares that will be purchased directly from ALLETE.
The
consolidated financial statements and management’s assessment of the
effectiveness of internal control over financial reporting (which is included in
Management’s Report on Internal Control over Financial Reporting) incorporated
in this Prospectus by reference to the Annual Report on Form 10-K for the year
ended December 31, 2007 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, an independent registered public accounting firm,
given on the authority of said firm as experts in auditing and
accounting.
LEGAL OPINIONS
The
legality of the shares of common stock offered hereby will be passed upon for
ALLETE by Deborah A. Amberg, Esq., Senior Vice President, General Counsel and
Secretary, and by Thelen Reid Brown Raysman & Steiner LLP, New York, New
York, counsel to ALLETE. Thelen Reid Brown Raysman & Steiner LLP
may rely as to all matters of Minnesota law upon the opinion of Ms.
Amberg.
As of
April 30, 2008, Ms. Amberg owned 6,617 shares of common stock of
ALLETE. Ms. Amberg is acquiring additional shares of ALLETE common
stock at regular intervals as a participant in the Minnesota Power and
Affiliated Companies Retirement Savings and Stock Ownership
Plan. Under the Executive Long Term Incentive Compensation Plan, Ms.
Amberg has:
|
·
|
outstanding
options to purchase 32,953 shares of ALLETE common stock, of
which 18,072 options are fully vested, the remainder of which shall
vest between February 1, 2009 and February 1, 2011, and all of which will
expire ten years from the date of grant;
and
|
|
·
|
an
award opportunity for up to 7,594 additional performance shares
contingent upon the attainment of certain performance goals of ALLETE for
the periods January 1, 2006 through December 31, 2008, January 1, 2007
through December 31, 2009 and January 1, 2008 through December 31,
2010.
|
___________________
You
should rely only on the information contained, or incorporated by reference in
this, prospectus and any prospectus supplement. ALLETE has not
authorized anyone else to provide you with different or additional
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 or that the
information incorporated by reference is accurate as of any date other than the
date of the document incorporated by reference.
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
|
$ 1,649
|
|
|
Legal
and accounting
fees
|
25,000*
|
|
|
Printing
(Form S-3, prospectus,
etc.)
|
10,000*
|
|
|
Listing
Fee
|
4,800*
|
|
|
Miscellaneous
|
3,551*
|
|
|
Total
|
$ 45,000
|
* 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
(including attorneys’ fees and disbursements) 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 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.”
“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.
|
*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 Articles of Incorporation, effective 12:00 p.m. Eastern Time on
September 20, 2004 (filed as Exhibit 3 to the September 21, 2004, Form
8-K, File No. 1-3548).
|
|
*4(a)(3)
|
-
|
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 August 24, 2004 (filed as Exhibit 3 to the August 25,
2004, Form 8-K, File No. 1-3548).
|
|
*4(c)
|
-
|
Amended
and Restated Rights Agreement, dated as of July 12, 2006, between ALLETE
and the Corporate Secretary of ALLETE, as Rights Agent (filed as Exhibit 4
to the July 14, 2006, Form 8-K, File No. 1-3548).
|
|
5(a)
|
-
|
Opinion
and Consent, dated May 6, 2008, of Deborah A. Amberg, Esq., Senior Vice
President, General Counsel and Secretary of ALLETE.
|
|
5(b)
and 8
|
-
|
Opinion
and Consent, dated May 6, 2008, of Thelen Reid Brown Raysman & Steiner
LLP.
|
|
23(a)
|
-
|
Consent
of Independent Registered Public Accounting Firm.
|
|
23(b)
|
-
|
Consent
of Deborah A. Amberg, Esq. (included in opinion, attached hereto as
Exhibit 5(a)).
|
|
23(c)
|
-
|
Consent
of Thelen Reid Brown Raysman & Steiner LLP (included in opinion,
attached hereto as Exhibit 5(b) and 8).
|
|
24
|
-
|
Powers
of Attorney (included on the signature pages of this registration
statement).
|
|
*
|
Incorporated
herein by reference as indicated.
|
Item
17. Undertakings.
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; 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
subsections (i), (ii) and (iii) above do not apply if the information required
to be included in a post-effective amendment by those subsections is contained
in 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, or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is part of 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 the purpose of determining liability under the Securities Act of 1933
to any purchaser:
|
|
|
(i)
|
each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be
deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement;
and
|
|
|
(ii)
|
each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or
(b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(x) for the purpose
of providing the information required by Section 10(a) of the Securities
Act of 1933 shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is first
used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer and any person
that is at that date an underwriter, such date shall be deemed to be a new
effective date of the registration statement relating to the securities in
the registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof,
|
provided, however, that no
statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any statement that was made in
the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective
date.
|
|
(5)
|
That,
for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities, the undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such
purchaser:
|
|
|
(i)
|
Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
|
|
|
(ii)
|
Any
free writing prospectus relating to the offering prepared by or on behalf
of the undersigned registrant or used or referred to by the undersigned
registrant;
|
|
|
(iii)
|
The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant;
and
|
|
|
(iv)
|
Any
other communication that is an offer in the offering made by the
undersigned registrant to the
purchaser.
|
|
|
(6)
|
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.
|
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 of this registration
statement, 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 any registrant of expenses incurred or paid by a director, officer or
controlling person of such 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.
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 Securities and Exchange Commission, 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 ALLETE, Inc. 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, ALLETE, Inc. 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 the 6th day of May, 2008.
ALLETE,
Inc.
|
By
|
/s/ Donald J. Shippar |
|
|
Donald
J. Shippar
|
||
|
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/ Donald J. Shippar
|
Chairman,
President, Chief
Executive
Officer and Director
(Principal
Executive Officer)
|
May
6, 2008
|
|
Donald
J. Shippar
|
||
|
/s/ Mark A. Schober
|
Senior
Vice President and
Chief
Financial Officer
(Principal
Financial Officer)
|
May
6, 2008
|
|
Mark
A. Schober
|
||
|
/s/ Steven Q. DeVinck
|
Controller
(Principal
Accounting Officer)
|
May
6, 2008
|
|
Steven
Q. DeVinck
|
||
|
/s/ Kathleen A.
Brekken
|
Director
|
May
6, 2008
|
|
Kathleen
A. Brekken
|
||
|
/s/ Heidi J. Eddins
|
Director
|
May
6, 2008
|
|
Heidi
J. Eddins
|
||
|
/s/ Sidney W. Emery,
Jr
|
Director
|
May
6, 2008
|
|
Sidney
W. Emery, Jr
|
||
|
/s/ James J. Hoolihan
|
Director
|
May
6, 2008
|
|
James
J. Hoolihan
|
||
|
/s/ Madeleine W. Ludlow
|
Director
|
May
6, 2008
|
|
Madeleine
W. Ludlow
|
||
|
/s/ George L. Mayer
|
Director
|
May
6, 2008
|
|
George
L. Mayer
|
||
|
/s/ Douglas C. Neve
|
Director
|
May
6, 2008
|
|
Douglas
C. Neve
|
||
|
/s/ Roger D. Peirce
|
Director
|
May
6, 2008
|
|
Roger
D. Peirce
|
||
|
/s/ Jack I. Rajala
|
Director
|
May
6, 2008
|
|
Jack
I. Rajala
|
||
|
/s/ Bruce W. Stender
|
Director
|
May
6, 2008
|
|
Bruce
W. Stender
|
Exhibit
Index
|
5(a)
|
-
|
Opinion and Consent, dated May 6, 2008, of Deborah
A. Amberg, Esq., Senior Vice President, General Counsel and Secretary of
ALLETE.
|
|
5(b)
and 8
|
-
|
Opinion and Consent, dated May 6, 2008, of Thelen
Reid Brown Raysman & Steiner LLP.
|
|
23(a)
|
-
|
|
|
23(b)
|
-
|
Consent
of Deborah A. Amberg, Esq. (included in opinion, attached hereto as
Exhibit 5(a)).
|
|
23(c)
|
-
|
Consent
of Thelen Reid Brown Raysman & Steiner LLP (included in opinion,
attached hereto as Exhibit 5(b) and 8).
|
|
24
|
-
|
Powers
of Attorney (included on the signature pages of this registration
statement).
|
Exhibit
5(a)
ALLETE,
Inc.
30 West
Superior Street
Duluth,
Minnesota 55802
Ladies
and Gentlemen:
Reference
is made to the Registration Statement on Form S-3 (the “Registration Statement”)
to be filed by ALLETE, Inc. (“Company”) on or about the date hereof, with the
Securities and Exchange Commission (“Commission”) under the Securities Act of
1933, as amended (“Securities Act”), for the registration of 1,000,000 shares of
the Company’s Common Stock, without par value (“Common Stock”), and the
Preferred Share Purchase Rights attached thereto (“Rights”) (the Common Stock
and the Rights being collectively referred to as the “Shares”) in connection
with Invest Direct, the Company’s direct stock purchase and dividend
reinvestment plan (“Plan”). This opinion is given with respect to the
Shares to the extent that they include newly-issued shares of Common
Stock.
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 all action necessary to make the
Common Stock validly issued, fully paid and non-assessable and the Rights
validly issued and binding obligations of the Company, except as to the Rights
as limited or affected by bankruptcy, insolvency, reorganization, receivership,
moratorium or other laws affecting creditors’ rights and remedies generally and
general principles of equity, will have been taken when:
|
1.
|
The
Shares are issued and sold in compliance with authority contained in an
order or orders of the Minnesota Public Utilities Commission
(“MPUC”);
|
|
2.
|
The
Common Stock shall have been issued and sold for the consideration
contemplated by the Plan, and as otherwise contemplated by the
Registration Statement; and
|
|
3.
|
The
Rights shall have been issued in accordance with the terms of the Amended
and Restated Rights Agreement dated as of July 12, 2006 (“Rights
Agreement”), between the Company and the Corporate Secretary of the
Company, as Rights Agent.
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May 6,
2008
Page
2
The
opinion 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 this opinion is limited to the laws of the State
of Minnesota and the federal laws of the United States insofar as they bear on
the matters covered hereby. As to all matters of New York law, I have
relied, with your consent, upon the opinion of even date herewith rendered to
you by Thelen Reid Brown Raysman & Steiner LLP, New York, New
York. As to all matters of Minnesota law, Thelen Reid Brown Raysman
& Steiner 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 caption “Legal
Opinions.” In giving the foregoing consent, I do not thereby admit
that I come within the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the Commission
thereunder.
Sincerely,
/s/ Deborah
A. Amberg
Deborah
A. Amberg
Exhibit 5(b) and 8
ALLETE,
Inc.
30 West
Superior Street
Duluth,
Minnesota 55802
Ladies
and Gentlemen:
Reference
is made to the Registration Statement on Form S-3 (the “Registration Statement”)
to be filed by ALLETE, Inc. (“Company”) on or about the date hereof, with the
Securities and Exchange Commission (“Commission”) under the Securities Act of
1933, as amended (“Securities Act”), for the registration of 1,000,000 shares of
the Company’s Common Stock, without par value (“Common Stock”), and the
Preferred Share Purchase Rights attached thereto (“Rights”) (the Common Stock
and the Rights being collectively referred to as the “Shares”) in connection
with Invest Direct, the Company’s direct stock purchase and dividend
reinvestment plan (“Plan”). This opinion is given with respect to the
Shares to the extent that they include newly-issued shares of Common
Stock.
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 all action necessary to make the
Common Stock validly issued, fully paid and non-assessable and the Rights
validly issued and binding obligations of the Company, except as to the Rights
as limited or affected by bankruptcy, insolvency, reorganization, receivership,
moratorium or other laws affecting creditors’ rights and remedies generally and
general principles of equity, will have been taken when:
|
1.
|
The
Shares are issued and sold in compliance with authority contained in an
order or orders of the Minnesota Public Utilities Commission
(“MPUC”);
|
|
2.
|
The
Common Stock shall have been issued and sold for the consideration
contemplated by the Plan, and as otherwise contemplated by the
Registration Statement; and
|
|
3.
|
The
Rights shall have been issued in accordance with the terms of the Amended
and Restated Rights Agreement dated as of July 12, 2006 (“Rights
Agreement”), between the Company and the Corporate Secretary of the
Company, as Rights Agent.
|
May 6,
2008
Page
2
We are
further of the opinion that the statements contained in the Prospectus under the
caption “United States Federal Income Tax Consequences,” to the extent they
constitute matters of federal income tax law or legal conclusions with respect
thereto, are an accurate summary of the matters referred to therein in all
material respects.
The
opinion set forth herein with respect to the Rights is subject to the same
limitations and qualifications contained in the opinion of Deborah A. Amberg,
Esq., referred to below.
This
opinion is limited to the laws of the States of Minnesota and New York and the
federal laws of the United States insofar as they bear on the matters covered
hereby. As to all matters of Minnesota law, we have relied, with your
consent, upon the opinion of even date herewith rendered to you by Deborah A.
Amberg, Esq., Senior Vice President, General Counsel and Secretary of the
Company. As to all matters of New York law, Deborah A. Amberg, Esq.,
is hereby authorized to rely upon this opinion to the same extent as if this
opinion had been addressed to her.
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.”
Very
truly yours,
/s/
Thelen Reid Brown Raysman & Steiner LLP
THELEN
REID BROWN RAYSMAN & STEINER LLP
Exhibit 23(a)
CONSENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
We hereby
consent to the incorporation by reference in this Registration Statement on Form
S-3 of our report dated February 11, 2008 relating to the consolidated financial
statements, financial statement schedule and the effectiveness of internal
control over financial reporting, which appears in ALLETE, Inc.’s Annual Report
on Form 10-K for the year ended December 31, 2007. We also
consent to the references to us under the heading “Experts” in such Registration
Statement.
/s/
PricewaterhouseCoopers LLP
PricewaterhouseCoopers
LLP
Minneapolis,
Minnesota
May 6,
2008