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) - JUNE 15, 2004
ALLETE, INC.
A Minnesota Corporation
Commission File No. 1-3548
IRS Employer Identification No. 41-0418150
30 West Superior Street
Duluth, Minnesota 55802-2093
Telephone - (218) 279-5000
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Reference is made to the 2003 Form 10-K of ALLETE, Inc. (ALLETE) for background
information on the following update. Unless otherwise indicated, cited
references are to ALLETE's 2003 Form 10-K.
Ref. Page 11 - Sixth and Tenth Paragraphs
Ref. Page 38 - Fourth Full Paragraph through Tenth Paragraph
Ref. Form 10-Q for the quarter ended March 31, 2004, Page 20 - Last Paragraph
Ref. Form 10-Q for the quarter ended March 31, 2004, Page 21 - First Paragraph
On June 15, 2004 the Securities and Exchange Commission declared the Form S-1
registration statement filed by ADESA, Inc. (ADESA), a wholly owned subsidiary
of ALLETE, effective. The registration statement relates to (1) the issuance of
an initial public offering (IPO) of 6,250,000 shares, or approximately 7
percent, of ADESA common stock at a price of $24.00 per share, and (2) the
issuance of $125 million in 7.625% senior subordinated notes with a maturity
date of June 15, 2012. ADESA's common stock will trade on the New York Stock
Exchange under the symbol "KAR." The offerings are expected to close June 21,
2004.
In October 2003 ALLETE's board of directors announced a plan to separate ADESA
from ALLETE. The IPO is an important step in that process. ALLETE anticipates
completing a tax-free spin-off, in which it will distribute its remaining equity
interest in ADESA to ALLETE shareholders, within the next four months.
Upon completion of the offerings, ADESA intends to repay a $100 million
intercompany note, representing a $100 million dividend that was made by ADESA
to ALLETE on May 25, 2004, and all other outstanding intercompany debt owed to
ALLETE and its subsidiaries by ADESA. ALLETE expects to use a portion of the
funds received from ADESA to further reduce debt.
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READERS ARE CAUTIONED THAT FORWARD-LOOKING STATEMENTS INCLUDING THOSE CONTAINED
ABOVE, SHOULD BE READ IN CONJUNCTION WITH OUR 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 June 16, 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 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 proposed spin-off of our
Automotive Services business and the sale of our Water Services
businesses;
- 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.
2 ALLETE Form 8-K dated June 16, 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.
June 16, 2004 James K. Vizanko
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James K. Vizanko
Senior Vice President, Chief Financial Officer
and Treasurer
ALLETE Form 8-K dated June 16, 2004 3