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) - JULY 12, 2006
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 filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
/ / Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On July 12, 2006, the Board of Directors of ALLETE, Inc. (ALLETE or Company)
approved the Amended and Restated Rights Agreement by and between the Company
and the Corporate Secretary of ALLETE, as Rights Agent (Rights Agent) (Amended
Agreement). The Amended Agreement modifies the Company's Rights Agreement, dated
as of July 24, 1996 (Rights Agreement), by and between ALLETE and the Corporate
Secretary of ALLETE. Capitalized terms used but not defined herein shall have
the meanings assigned to them in the Amended Agreement.
The Amended Agreement, among other things, extends the Final Expiration Date of
the Rights Agreement to July 11, 2009, unless the Rights are earlier redeemed or
exchanged by the Company under certain conditions as provided in the Amended
Agreement. Further, the Amended Agreement provides that the Company may not
consolidate, merge, or sell 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. Finally, the Amended Agreement provides for the creation of a
committee of independent directors to annually review the terms and conditions
of the Amended Agreement, as well as to consider whether termination or
modification of the Amended Agreement would be in the best interests of the
shareholders and to make a recommendation based on such review to the Board of
Directors. The Amended Agreement was entered into and effective as of July 12,
2006.
Reference is hereby made to the description of the Rights Agreement and text of
the Rights Agreement filed with the Company's Form 8-A dated August 6, 1996. The
foregoing description of the Amended Agreement is qualified in its entirety by
the actual terms of the Amended Agreement, which is incorporated by reference to
Exhibit 2 of ALLETE's Amendment No. 1 to Form 8-A/A, filed with the Securities
and Exchange Commission on July 14, 2006.
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
See Item 1.01.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
Effective July 12, 2006, ALLETE named Steven Q. DeVinck the Company's
Controller. Mr. DeVinck, 46, joined ALLETE in 1997 as a financial analyst in the
accounting department, and was named assistant controller in 1999. In 2004, Mr.
DeVinck was named director of ALLETE's non-utility business development group.
ALLETE Form 8-K dated July 14, 2006 1
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired - Not applicable
(b) Pro Forma Financial Information - Not applicable
(c) Shell Company Transactions - Not applicable
(d) Exhibits
EXHIBIT
NUMBER
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4 - Amended and Restated Rights Agreement, dated as of July 12, 2006,
between ALLETE, Inc. and the Corporate Secretary of ALLETE, Inc.,
as Rights Agent.
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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.
2 ALLETE Form 8-K dated July 14, 2006
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," "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 and 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, which are difficult to predict, contain
uncertainties, are beyond ALLETE's control and may cause actual results or
outcomes to differ materially from those contained in forward-looking
statements:
- ALLETE's ability to successfully implement its strategic objectives;
- ALLETE's ability to manage expansion and integrate acquisitions;
- prevailing governmental policies and regulatory actions, 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, 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 and capital
investments, present or prospective wholesale and retail competition
(including but not limited to transmission costs), and zoning and
permitting of land held for resale;
- effects of restructuring initiatives in the electric industry;
- economic and geographic factors, including political and economic risks;
- changes in and compliance with environmental and safety laws and
policies;
- weather conditions;
- natural disasters;
- war and acts of terrorism;
- wholesale power market conditions;
- ALLETE's ability to obtain viable real estate for development purposes;
- population growth rates and demographic patterns;
- the effects of competition, including competition for retail and
wholesale customers;
- 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;
- global and domestic economic conditions;
- ALLETE's ability to access capital markets;
- changes in interest rates and the performance of the financial markets;
- competition for economic expansion or development opportunities;
- ALLETE's 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 ALLETE's results and
performance to differ from results or performance anticipated by this report are
discussed under the heading "Risk Factors" in Part I, Item 1A of ALLETE's 2005
Form 10-K and Part II, Item 1A of ALLETE's Form 10-Q for the Quarter Ended March
31, 2006. Any forward-looking statement speaks only as of the date on which such
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. Readers are urged to carefully
review and consider the various disclosures made by ALLETE in this Form 8-K and
in its 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 July 14, 2006 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.
July 14, 2006 Mark A. Schober
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Mark A. Schober
Senior Vice President and Chief Financial Officer
4 ALLETE Form 8-K dated July 14, 2006
EXHIBIT INDEX
EXHIBIT
NUMBER
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4 - Amended and Restated Rights Agreement, dated as of July 12, 2006,
between ALLETE, Inc. and the Corporate Secretary of ALLETE, Inc.,
as Rights Agent.
ALLETE Form 8-K dated July 14, 2006