SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) - SEPTEMBER 15, 2004
ALLETE, INC.
(Exact name of Registrant as specified in its charter)
MINNESOTA 1-3548 41-0418150
(State of Incorporation) (Commission File Number) (IRS Employer
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 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(b) under the Exchange Act (17
CFR 240.14a-12(b))
/ / 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))
ITEM 8.01 OTHER EVENTS
Reference is made to the 2003 Form 10-K of ALLETE, Inc. (ALLETE or Company) for
background information on the following update.
Ref. Form 10-Q for the quarter ended June 30, 2004, Page 25 - Fifth Paragraph
On September 15, 2004 Minnesota Power, a division of ALLETE, filed an integrated
resource plan with the Minnesota Public Utilities Commission detailing the
Company's retail energy demand projections and its energy sourcing options to
meet the projected demand. ALLETE's September 16, 2004 press release regarding
this information is attached as Exhibit 99 to this Current Report on Form 8-K
and is incorporated by reference herein.
Ref. Form 8-K dated and filed August 25, 2004
On August 24, 2004 ALLETE's Board of Directors approved a one-for-three reverse
stock split of ALLETE's common stock. The effective date of the reverse stock
split will be 12:00 p.m. Eastern Time on September 20, 2004.
As a result of the reverse stock split, the remaining number of shares of
ALLETE's common stock registered under the Securities Act of 1933, as amended,
under the Company's registration statements listed below will be adjusted in
proportion to the one-for-three reverse stock split.
1. Registration Statement No.333-02109 (relating to Invest Direct, the Company's
direct stock purchase and dividend reinvestment plan).
2. Registration Statement No. 333-41882 (relating to the Company's shelf
registration).
3. Registration Statement No. 333-57104 (relating to the Company's omnibus shelf
registration).
4. Registration Statement No. 333-105225 (relating to the ALLETE and Affiliated
Companies Employee Stock Purchase Plan).
5. Registration Statement No. 333-110740 (relating to the Minnesota Power and
Affiliated Companies Retirement Savings and Stock Ownership Plan).
6. Registration Statement No. 333-16463 (relating to the Company's Executive
Long-Term Incentive Compensation Plan).
7. Registration Statement No. 333-82901 (relating to the Company's Executive
Long-Term Incentive Compensation Plan).
8. Registration Statement No. 333-91348 (relating to the Company's Executive
Long-Term Incentive Compensation Plan).
9. Registration Statement No. 333-16445 (relating to the Company's Director
Long-Term Stock Incentive Plan).
ALLETE Form 8-K dated September 16, 2004 1
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements - Not applicable
(b) Pro Forma Financial Information - Not applicable
(c) Exhibits
Exhibit
Number
-------
99 - ALLETE News Release dated September 16, 2004 regarding an
Integrated Resource Plan filed with the Minnesota Public
Utilities Commission.
----------------------
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 2 OF
THIS FORM 8-K.
2 ALLETE Form 8-K dated September 16, 2004
SAFE HARBOR STATEMENT
UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
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 such term is
defined in the Private Securities Litigation Reform Act of 1995) made by or on
behalf of ALLETE in this Current Report on Form 8-K, 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" or similar
expressions) are not statements of historical facts and may be forward-looking.
Forward-looking statements involve estimates, assumptions, risks and
uncertainties and are qualified in their entirety by reference to, and are
accompanied by, the following important factors, which are difficult to predict,
contain uncertainties, are beyond our control and may cause actual results or
outcomes to differ materially from those contained in forward-looking
statements:
- ALLETE's ability to successfully implement our strategic objectives,
including the completion and impact of the planned spin-off of our Automotive
Services business;
- war and acts of terrorism;
- prevailing governmental policies and regulatory actions, including those of
the United States Congress, Canadian federal government, state and provincial
legislatures, the Federal Energy Regulatory Commission, the Minnesota Public
Utilities Commission, the Florida Public Service Commission, the Public
Service Commission of Wisconsin, and various county regulators and city
administrators, about allowed rates of return, financings, industry and rate
structure, acquisition and disposal of assets and facilities, operation and
construction of plant facilities, recovery of purchased power and capital
investments, and present or prospective wholesale and retail competition
(including but not limited to transmission costs) as well as vehicle-related
laws, including vehicle brokerage and auction laws;
- unanticipated effects of restructuring initiatives in the electric and
automotive industries;
- economic and geographic factors, including political and economic risks;
- changes in and compliance with environmental and safety laws and policies;
- weather conditions;
- natural disasters;
- market factors affecting supply and demand for used vehicles;
- wholesale power market conditions;
- population growth rates and demographic patterns;
- the effects of competition, including competition for retail and wholesale
customers, as well as sellers and buyers of vehicles;
- pricing and transportation of commodities;
- changes in tax rates or policies or in rates of inflation;
- unanticipated project delays or changes in project costs;
- unanticipated changes in operating expenses and capital expenditures;
- capital market conditions;
- competition for economic expansion or development opportunities;
- ALLETE's ability to manage expansion and integrate acquisitions; 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 ALLETE's results and
performance to differ from results or performance anticipated by this report are
discussed in Item 7 under the heading "Factors that May Affect Future Results"
beginning on page 46 of ALLETE's 2003 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 ALLETE in its 2003 Form 10-K and in ALLETE's other reports filed with the
Securities and Exchange Commission that attempt to advise interested parties of
the factors that may affect ALLETE's business.
ALLETE Form 8-K dated September 16, 2004 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.
September 16, 2004 James K. Vizanko
-------------------------------------------------
James K. Vizanko
Senior Vice President and Chief Financial Officer
4 ALLETE Form 8-K dated September 16, 2004
EXHIBIT INDEX
EXHIBIT
NUMBER
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99 - ALLETE News Release dated September 16, 2004 regarding an Integrated
Resource Plan filed with the Minnesota Public Utilities Commission.
ALLETE Form 8-K dated September 16, 2004