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 21, 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
Ref. Form 8-K dated and filed June 16, 2004, Page 1
On June 21, 2004 ADESA, Inc., a majority owned subsidiary of ALLETE, closed on
(1) the issuance of 6,250,000 shares, or approximately 7 percent, of ADESA
common stock at a price of $24.00 per share in an initial public offering and
(2) the issuance of $125 million in 7.625% senior subordinated notes with a
maturity date of June 15, 2012. ADESA will use a portion of the proceeds from
these offerings to repay outstanding intercompany debt owed to ALLETE and its
subsidiaries by ADESA.
On June 21, 2004 ALLETE announced the redemption of all of its $125 million
7.80% Senior Notes due February 15, 2008 (Notes). The redemption price is equal
to the sum of (1) 100 percent of the principal amount of the Notes plus (2)
accrued and unpaid interest to July 26, 2004 (Redemption Date) plus (3) a
make-whole premium. A notice of redemption is being sent to all registered
holders of the Notes. ALLETE expects to use a portion of the funds received from
ADESA to redeem these Notes.
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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 22, 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 22, 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 22, 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 22, 2004 3