UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of Earliest Event Reported) – May 14, 2009 (May 11,
2009)
ALLETE,
Inc.
(Exact
name of registrant as specified in its charter)
|
Minnesota
|
1-3548
|
41-0418150
|
|
(State
or other jurisdiction of
|
(Commission
File Number)
|
(IRS
Employer
|
|
incorporation
or organization)
|
Identification
No.)
|
30
West Superior Street
Duluth,
Minnesota 55802-2093
(Address
of principal executive offices, including zip code)
(218)
279-5000
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K/A filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
EXPLANATORY
NOTE
This
Current Report on Form 8-K/A constitutes Amendment No. 1 (the “Amendment”) to
ALLETE, Inc.’s Current Report on Form 8-K which was originally filed with the
Securities and Exchange Commission on May 13, 2009. This Amendment is
being filed solely to submit additional information regarding Alan R. Hodnik’s
promotion and background at the Company.
SECTION
5 – CORPORATE GOVERNANCE AND MANAGEMENT
|
Item
5.02
|
Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
|
(c) On
May 11, 2009, the Board of Directors of ALLETE, Inc. (the "Company") appointed
the current chief operating officer of Minnesota Power, a division of ALLETE,
Alan R. Hodnik, as President of the Company, effective May 12, 2009. A copy of
the press release relating to Mr. Hodnik’s appointment was previously filed with
the Company’s Form 8-K on May 13, 2009.
Mr.
Hodnik, 49, joined the Company in 1978 and has held positions of increasing
responsibility in organizational development and business operations. He was
Manager – Laskin Energy Center from 1995 to 2000, when he was named
General Manager-Thermal Operations, and also became responsible for
Boswell Energy Center. He became Vice President – MP Generation in
2005 and was named Senior Vice President of Minnesota Power Operations in 2006,
when he gained the added responsibilities of transmission and distribution
operations and engineering services. Mr. Hodnik has served as the Chief
Operating Officer of Minnesota Power since 2007.
Effective
May 1, 2009, Mr. Hodnik’s annual base salary is $300,000, and his 2009 target
annual incentive award opportunity is 40% of his base salary. His 2009 long-term
incentive opportunity was increased by 2,107 restricted stock units and 4,278
performance shares, which brings his total 2009 long-term incentive opportunity
to $250,000. Actual incentive awards generally range from 0% and 200% of the
target levels, depending on demonstrated company performance relative to the
established goals and objectives.
(d)
Concurrent with the actions referred to in Item 5.02(c) above, the Board of
Directors elected Mr. Alan R. Hodnik to the Board of Directors, effective May
12, 2009.
Readers
are cautioned that forward-looking statements should be read in conjunction with
ALLETE’s disclosures under the heading: “SAFE HARBOR STATEMENT UNDER THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995” located on page 3 of this Form
8-K/A.
ALLETE, Inc. Form 8-K/A Alan Hodnik Promotion May 14, 2009,
Amendment No. 1
2
Safe
Harbor Statement
Under
the Private Securities Litigation Reform Act of 1995
Statements
in this report that are not statements of historical facts may be considered
“forward-looking” and, accordingly, involve risks and uncertainties that could
cause actual results to differ materially from those discussed. Although such
forward-looking statements have been made in good faith and are based on
reasonable assumptions, there is no assurance that the expected results will be
achieved. Any statements that express, or involve discussions as to, future
expectations, risks, beliefs, plans, objectives, assumptions, events,
uncertainties, financial performance or growth strategies (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 words of
similar meaning) are not statements of historical facts and may be
forward-looking.
In
connection with the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, we are hereby filing cautionary statements identifying
important factors that could cause our actual results to differ materially from
those projected, or expectations suggested, in forward-looking statements made
by or on behalf of ALLETE in this Current Report on Form 8-K/A, in
presentations, on our website, in response to questions or otherwise. 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 in connection with such forward-looking
statements:
|
·
|
our
ability to successfully implement our strategic
objectives;
|
|
·
|
our
ability to manage expansion and integrate acquisitions;
|
|
·
|
prevailing
governmental policies, regulatory actions, and legislation including those
of the United States Congress, state legislatures, the FERC, the MPUC, the
PSCW, 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;
|
|
·
|
the
potential impacts of climate change and future regulation to restrict the
emissions of GHG on our Regulated Operations;
|
|
·
|
effects
of restructuring initiatives in the electric industry;
|
|
·
|
economic
and geographic factors, including political and economic
risks;
|
|
·
|
changes
in and compliance with laws and regulations;
|
|
·
|
weather
conditions;
|
|
·
|
natural
disasters and pandemic diseases;
|
|
·
|
war
and acts of terrorism;
|
|
·
|
wholesale
power market conditions;
|
|
·
|
population
growth rates and demographic patterns;
|
|
·
|
effects
of competition, including competition for retail and wholesale
customers;
|
|
·
|
changes
in the real estate market;
|
|
·
|
pricing
and transportation of commodities;
|
|
·
|
changes
in tax rates or policies or in rates of inflation;
|
|
·
|
project
delays or changes in project costs;
|
|
·
|
availability
and management of construction
materials and skilled construction labor for capital
projects;
|
|
·
|
changes
in operating expenses, capital and land
development expenditures;
|
|
·
|
global
and domestic economic conditions affecting us or our
customers;
|
|
·
|
our
ability to access capital markets and bank financing;
|
|
·
|
changes
in interest rates and the performance of the financial
markets;
|
|
·
|
our
ability to replace a mature workforce and retain qualified, skilled and
experienced personnel; and
|
|
·
|
the
outcome of legal and administrative proceedings (whether civil or
criminal) and settlements that affect the business and profitability of
ALLETE.
|
Additional
disclosures regarding factors that could cause our results and performance to
differ from results or performance anticipated by this report are discussed in
Item 1A under the heading “Risk Factors” beginning on page 20 of our 2008
Form 10-K. Any forward-looking statement speaks only as of the date on
which such statement is made, and we undertake 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. Readers are urged to carefully
review and consider the various disclosures made by us in this Form 8-K/A and in
our other reports filed with the SEC that attempt to advise interested parties
of the factors that may affect our business.
ALLETE, Inc. Form 8-K/A Alan Hodnik Promotion May 14, 2009,
Amendment No. 1
3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
|
ALLETE,
Inc.
|
||
|
May
14, 2009
|
/s/
Steven Q. DeVinck
|
|
|
Steven
Q. DeVinck
|
||
|
Controller
|
||
ALLETE, Inc. Form 8-K/A Alan Hodnik Promotion May 14, 2009,
Amendment No. 1
4