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) - DECEMBER 10, 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 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))
ITEM 8.01 OTHER EVENTS
Ref. Page 38 - Twelfth Full Paragraph
Ref. Form 10-Q for the quarter ended September 30, 2004, Page 24 - Sixth and
Seventh Paragraphs
ALLETE, Inc. (ALLETE or Company) sponsors a leveraged employee stock ownership
plan (ESOP) as part of the Company's Retirement Savings and Stock Ownership
Plan. On December 10, 2004 ALLETE received a private letter ruling from the
Internal Revenue Service which allows the ESOP until May 25, 2006 to complete
the sale of 3.3 million shares of ADESA, Inc. (ADESA) common stock and use the
proceeds to purchase ALLETE common stock. The ESOP received the ADESA shares in
connection with ALLETE's spin-off of ADESA on September 20, 2004. To date the
ESOP has sold 3.0 million shares of ADESA common stock for total proceeds of
$58.9 million; 2.5 million of the shares were sold directly to ADESA. This
resulted in an after-tax gain of $10.1 million which will be recognized by
ALLETE in the fourth quarter of 2004. Approximately 0.8 million shares of ALLETE
common stock have been purchased by the ESOP to date. Under the direction of the
independent trustee, $29.5 million of cash is currently available in the ESOP to
purchase ALLETE shares.
The ADESA shares related to unearned ESOP shares that have not yet been
allocated to participants. In accordance with the American Institute of
Certified Public Accountants Statement of Position 93-6, "Employers' Accounting
for Employee Stock Ownership Plans," unallocated ALLETE common stock currently
held and purchased by the ESOP will be treated as unearned ESOP shares and not
considered as outstanding for ALLETE's earnings per share computations. ESOP
shares are included in earnings per share computations after they are allocated
to participants.
ALLETE Form 8-K dated December 13, 2004 1
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 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;
- war and acts of terrorism;
- prevailing governmental policies and regulatory actions, including those of
the United States Congress, state legislatures, the Federal Regulatory
Energy Commission, the Minnesota Public Utilities Commission, the Florida
Public Service Commission, the Pubic 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, present or prospective
wholesale and retail competition (including but not limited to transmission
costs), and zoning and permitting of land held for resale;
- unanticipated 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;
- wholesale power market conditions;
- 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;
- 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. Risk factors associated with
the Automotive Services business are no longer applicable to ALLETE as that
business was spun off as of September 20, 2004. 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 its 2003 Form 10-K and in ALLETE's other reports
filed with the SEC that attempt to advise interested parties of the factors that
may affect ALLETE's business.
2 ALLETE Form 8-K dated December 13, 2004
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.
December 13, 2004 James K. Vizanko
-------------------------------------------------
James K. Vizanko
Senior Vice President and Chief Financial Officer
ALLETE Form 8-K dated December 13, 2004 3