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) - FEBRUARY 15, 2005
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))
SECTION 8 - OTHER EVENTS
ITEM 8.01 OTHER EVENTS
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. As a result of the September 2004 spin-off of ADESA, Inc. (ADESA), the
ESOP received 3.3 million shares of ADESA common stock related to unearned ESOP
shares that have not been allocated to participants. The ESOP was required to
sell the ADESA common stock and use the proceeds to purchase ALLETE common stock
on the open market. At December 31, 2004, the ESOP had sold all of these ADESA
shares. The 3.3 million ADESA shares sold by the ESOP in 2004 resulted in total
proceeds of $65.9 million. Under the direction of an independent trustee, the
ESOP began using the proceeds to purchase shares of ALLETE common stock in
October 2004. As of February 15, 2005, all of the proceeds had been used to
purchase ALLETE common stock.
SUMMARY OF ALLETE COMMON STOCK PURCHASES SHARES AMOUNT
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Millions Except Shares
2004 October 80,600 $ 2.7
November 669,578 23.5
December 262,600 9.4
2005 January 544,797 21.4
February 214,928 8.9
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1,772,503 $65.9
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As of February 15, 2005, there were 2,727,884 unallocated shares of ALLETE
common stock in the ESOP (2,001,505 shares at December 31, 2004), which reflects
759,725 shares purchased and 33,346 shares allocated in 2005. Pursuant to 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 by the ESOP will be treated as unearned ESOP shares
and not considered as outstanding for earnings per share computations. ESOP
shares are included in earnings per share computations after they are allocated
to participants.
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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 2 OF
THIS FORM 8-K.
ALLETE Form 8-K dated February 17, 2005 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;
- 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
Florida Public Service 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 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;
- 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;
- capital market conditions;
- changes in interest rates and the performance of the financial markets;
- 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 36 of ALLETE's 2004 Form 10-K. 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 2004 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.
2 ALLETE Form 8-K dated February 17, 2005
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.
February 17, 2005 James K. Vizanko
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James K. Vizanko
Senior Vice President and Chief Financial Officer
ALLETE Form 8-K dated February 17, 2005 3