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) - JANUARY 24, 2006
ALLETE, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 1-3548 41-0418150
(State or other (Commission (IRS Employer
jurisdiction of incorporation File Number) Identification No.)
or organization)
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 January 24, 2006, the Executive Compensation Committee of the ALLETE, Inc.
(ALLETE or Company) Board of Directors approved the 2006 long-term incentive
award opportunities for eligible executives under the ALLETE Executive Long-Term
Incentive Compensation Plan. The form of nonqualified stock option grant and
form of performance share grant are attached to this Form 8-K as Exhibit 10(a)1
and 10(a)2, respectively, and hereby incorporated by reference. The performance
measure used to determine performance share awards for the three-year
performance cycle ending December 31, 2008, is the Company's total shareholder
return relative to its peer group.
The Executive Compensation Committee also reviewed and approved the 2006 annual
and long-term incentive award opportunities, financial and strategic
nonfinancial goals for the President of ALLETE Properties, LLC, pursuant to the
ALLETE Executive Long-Term Incentive Compensation Plan and the ALLETE Executive
Annual Incentive Plan. The form of long-term cash incentive award, form of stock
grant and form of annual award, are attached to this Form 8-K as Exhibit 10(a)3,
10(a)4 and 10(b), respectively, and hereby incorporated by reference.
The ALLETE Executive Annual Incentive Plan authorizes the Executive Compensation
Committee to award cash bonuses based on the Company's performance during the
year. The ALLETE Executive Long-Term Incentive Compensation Plan authorizes the
Executive Compensation Committee to grant awards in ALLETE common stock or cash.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired - Not applicable
(b) Pro Forma Financial Information - Not applicable
(c) Shell Company Transactions - Not applicable
(d) Exhibits
Exhibit
Number
-------
10(a)1 - Form of ALLETE Executive Long-Term Incentive Compensation Plan 2006
Nonqualified Stock Option Grant.
10(a)2 - Form of ALLETE Executive Long-Term Incentive Compensation Plan 2006
Performance Share Grant.
10(a)3 - Form of ALLETE Executive Long-Term Incentive Compensation Plan 2006
Long-Term Cash Incentive Award - President of ALLETE Properties,
LLC.
10(a)4 - Form of ALLETE Executive Long-Term Incentive Compensation Plan 2006
Stock Grant - President of ALLETE Properties, LLC.
10(b) - Form of ALLETE Executive Annual Incentive Plan 2006 Award -
President of ALLETE Properties, LLC.
------------------------------
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 January 30, 2006 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," "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;
- 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;
- our 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 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 under the heading "Factors that May Affect Future Results" in Item 7
of ALLETE's 2004 Form 10-K and Item 2 of its Form 10-Q for the quarterly period
ended September 30, 2005. 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 January 30, 2006
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.
January 30, 2006 James K. Vizanko
-----------------------------------------------------
James K. Vizanko
Senior Vice President and Chief Financial Officer
ALLETE Form 8-K dated January 30, 2006 3
EXHIBIT INDEX
EXHIBIT
NUMBER
--------------------------------------------------------------------------------
10(a)1 - Form of ALLETE Executive Long-Term Incentive Compensation Plan 2006
Nonqualified Stock Option Grant.
10(a)2 - Form of ALLETE Executive Long-Term Incentive Compensation Plan 2006
Performance Share Grant.
10(a)3 - Form of ALLETE Executive Long-Term Incentive Compensation Plan 2006
Long-Term Cash Incentive Award - President of ALLETE Properties,
LLC.
10(a)4 - Form of ALLETE Executive Long-Term Incentive Compensation Plan 2006
Stock Grant - President of ALLETE Properties, LLC.
10(b) - Form of ALLETE Executive Annual Incentive Plan 2006 Award -
President of ALLETE Properties, LLC.
ALLETE Form 8-K dated January 30, 2006 1