================================================================================REGISTRATION NO.
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington,WASHINGTON, D.C. 20549
----------------------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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MINNESOTA POWER & LIGHT COMPANY
(Exact name of registrant as specified in its charter)
----------------------
Minnesota------------------
MINNESOTA 41-0418150
(State or other jurisdiction (IRS Employer
Identification No.)
of incorporation or organization) Identification No.)
30 West Superior Street
Duluth, MinnesotaWEST SUPERIOR STREET
DULUTH, MINNESOTA 55802
(218) 722-2641
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
----------------------------------------
DAVID G. GARTZKE JAMES K. VIZANKO
Senior Vice President-Finance Treasurer
and Chief Financial Officer 30 West Superior Street
30 West Superior Street Duluth, Minnesota 55802
Duluth, Minnesota 55802 (218) 722-2641
(218) 722-2641
PHILIP R. HALVERSON, Esq. ROBERT J. REGER,
Senior Vice Esq. JR., Esq.
President-Finance Vice President, General Counsel Reid & Priest LLP
and SecretaryChief Financial General Counsel and 40 West 57th Street
30 West Superior StreetOfficer Secretary New York, New York
30 West Superior 30 West Superior 10019
Street Street (212) 603-2000
Duluth, Minnesota Duluth, Minnesota
55802 (212) 603-200055802
(218) 722-2641 (218) 722-2641
(Names, addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
-----------------------------------------
It is respectfully requested that the Commission
send copies of all notices, orders and communications to:
MICHAEL CONNOLLY, Esq.
Morrison Cohen Singer & Weinstein, LLP
750 Lexington Avenue
New York, New York 10022
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC: As soon as practicable after the registration statement
becomes effective.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. / /[ ]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. /X/[X]
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. / /[ ]
If this Form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the
earlier effective registration statement
for the same offering. / /[ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. / /
----------------------
Calculation of Registration Fee
================================================================================
Proposed Proposed
Maximum Maximum Amount
Title of Each Class of Offering Aggregate of
Securities to be Amount to be Price Offering Registration
Registered Registered Per Unit(1) Price(1) Fee
- --------------------------------------------------------------------------------[ ]
------------------
CALCULATION OF REGISTRATION FEE
=========================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT TO OFFERING AGGREGATE AMOUNT OF
OF SECURITIES BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE
-------------------------------------------------------------------------
Common Stock, 3,000,000 $40 3/32 $120,281,250 $35,483
without par value 96,000 Shares
$36.3438 $3,489,005 $1,058-------------------------------------------------------------------------
Preferred Share Purchase Rights 96,000 Rights(2)3,000,000 --- --- ---(3)
================================================================================Purchase Rights Rights(2)
=========================================================================
(1) Estimated solely for the purpose of calculating the
registration fee, pursuant to Rule 457(c), on the basis of
the average of the high and low prices of the registrant's
Common Stock on the New York Stock Exchange composite tape
on November 19, 1997.May 5, 1998.
(2) The Preferred Share Purchase Rights (Rights)("Rights") are attached
to and will trade with the Common Stock. The value
attributable to the Rights, if any, is reflected in the
market price of the Common Stock.
(3) Since no separate consideration is paid for the Rights, the
registration fee for such securities is included in the fee
for the Common Stock.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
SUBJECTTHE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO COMPLETION
DATED November 21, 1997
PROSPECTUS
MINNESOTA POWER & LIGHT COMPANY
96,000 Shares of Common Stock
(Without Par Value)
The shares of common stock, without par value (Common Stock) and the
preferred share purchase rights attached thereto (Rights) of Minnesota Power &
Light Company (Company or Minnesota Power) offered hereby (collectively, the
Shares) will be sold from time to time by the selling shareholders described
herein (Selling Shareholders) in brokers' transactions at prices prevailing at
the time of sale or as otherwise described in "Plan of Distribution". The
Company will not receive any of the proceeds from the sale of the Shares.
Expenses in connection with the registration of the Shares under the Securities
Act of 1933, as amended (1933 Act), including legal and accounting fees of the
Company, will be paid by the Company.
The Shares were acquired from the Company by the Selling Shareholders in a
private placement transaction. This Prospectus has been prepared for the purpose
of registering the Shares under the 1933 Act to allow future sales by the
Selling Shareholders to the public without restriction. To the knowledge of the
Company, the Selling Shareholders have made no arrangement with any brokerage
firm for the sale of the Shares. The Selling Shareholders may be deemed to be
"underwriters" within the meaning of the 1933 Act. Any commissions received by a
broker or dealer in connection with resales of the Shares may be deemed to be
underwriting commissions or discounts under the 1933 Act.
The Shares have not been registered for sale under the securities laws of
any state or jurisdiction as of the date of this Prospectus. Brokers or dealers
effecting transactions in the Shares should confirm the registration thereof
under the securities laws of the states or jurisdictions in which such
transactions occur, or the existence of any exemption from registration.
The Common Stock of the Company is listed on the New York Stock Exchange.
The last reported sale price on the New York Stock Exchange on November 20, 1997
was $36.8125.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BYDELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES AND
EXCHANGEACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATIONACTING PURSUANT TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
The date of this Prospectus is SAID SECTION 8(A), 1997.MAY DETERMINE.
=================================================================
Information contained herein is subject to completion or
amendment. A registration statementRegistration Statement relating to these securities
has been filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statementRegistration Statement becomes
effective. This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any
sale of these securities in any jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
SUBJECT TO COMPLETION
DATED MAY 8, 1998
PROSPECTUS
----------
3,000,000 SHARES
MINNESOTA POWER & LIGHT COMPANY
COMMON STOCK
(WITHOUT PAR VALUE)
-------------------
Minnesota Power & Light Company ("Company" or "Minnesota
Power") intends to offer from time to time not to exceed
3,000,000 shares of its Common Stock, without par value, ("Common
Stock") and the preferred share purchase rights attached thereto
("Rights") (collectively, the "New Stock"). The New Stock will
be offered on terms to be determined at the time of sale. This
Prospectus will be supplemented by a prospectus supplement
("Prospectus Supplement") which will set forth, as applicable,
the number of shares, the purchase price and other specific terms
of the New Stock in respect of which this Prospectus and the
Prospectus Supplement are delivered ("Offered Stock").
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------------
The New Stock may be sold directly by the Company or
through agents designated from time to time or through dealers or
underwriters. If any agent of the Company or any underwriters
are involved in the sales of the New Stock, the names of such
agents or such underwriters and any applicable commissions or
discounts and the net proceeds to the Company will be set forth
in the Prospectus Supplement.
------------------
The date of this Prospectus is .
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (1934 Act)("1934 Act") and,
in accordance therewith, files reports, proxy statements and
other information with the Securities and Exchange Commission
(Commission)("Commission"). Such reports, proxy statements and other
information filed by the Company may be inspected and copied at
the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at
the following Regional Offices of the Commission: New York
Regional Office, 7 World Trade Center, 13th Floor, New York, New
York 10048; and Chicago Regional Office, Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies
of such material may also be obtained at prescribed rates from
the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549. The Commission maintains a
Web site (http://www.sec.gov) that contains reports, proxy
statements and other information filed electronically by the
Company. The Common Stock and the Rights are listed on the New
York Stock Exchange. Reports and other information concerning the
Company may be inspected and copied at the office of such
Exchange at 20 Broad Street, New York, New York. In addition, the
Company's 5% Preferred Stock, $100 par value, is listed on the
American Stock Exchange. Reports and other information concerning
the Company may also be inspected and copied at the office of
such Exchange at 86 Trinity Place, New York, New York.
-------------------------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the
Commission pursuant to the 1934 Act, are hereby incorporated by
reference:
1.(1) The Company's Annual Report on Form 10-K for
the year ended December 31, 1996 (19961997 ("1997 Form
10-K)10-K").
2.(2) The Company's Quarterly ReportsReport on Form 10-Q
for the quartersquarter ended March 31, June 30, and September 30, 1997.
3. The Company's Current Reports on Form 8-K dated March 19, June 23,
and November 19, 1997.1998.
Each document filed subsequent to the date of this
Prospectus pursuant to Section 13(a), 13(c), 14 or 15(d) of the
1934 Act prior to the termination of the offering made by this
Prospectus shall be deemed to be incorporated by reference in
this Prospectus and shall be a part hereof from the date of
filing of such document; provided, however, that the documents
enumerated above or subsequently filed by the Company pursuant to
Section 13 or 15(d) of the 1934 Act prior to the filing with the
Commission of the Company's most recent Annual Report on Form 10-K10-
K shall not be incorporated by reference in this Prospectus or be
a part hereof from and after the filing of such most recent
Annual Report on Form 10-K. The documents which are incorporated
by reference in this Prospectus are sometimes hereinafter
referred to as the "Incorporated Documents."
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus
is delivered, upon the written or oral request of any such
person, a copy of any document referred to above which has been
or may be incorporated in this Prospectus by reference, other
than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents).
Requests for such copies should be directed to: Shareholder
Services, Minnesota Power, 30 West Superior Street, Duluth,
Minnesota 55802, telephone number (218) 723-3974 or (800) 535-3056.
-2-535-
3056.
2
THE COMPANY
Minnesota Power, is an operating public utilitya broadly diversified service company
incorporated under the laws of the State of Minnesota since 1906. Its principal executive office is at 30
West Superior Street, Duluth, Minnesota 55802, and its telephone number is (218)
722-2641. The Companyin 1906,
has operations in four business segments: (1) electric
operations,Electric
Operations, which include electric and gas services, and coal
mining; (2) water
services,Water Services, which include water and wastewater
services; (3) automotive services,Automotive Services, which include a network of
vehicle auctions, a finance company and an auto transport
company; and (4) investments,Investments, which include a securities
portfolio, a 21 percent equity investment in a financial guaranty
reinsurance and insurance company, and real estate operations.
Corporate Charges represent general corporate expenses, including
interest, not specifically allocated to any one business segment.
As of September 30, 1997March 31, 1998 the Company and its subsidiaries had
approximately 6,8006,900 employees. The principal executive offices of
the Company are located at 30 West Superior Street, Duluth,
Minnesota 55802, telephone number (218) 722-2641.
(Unaudited)
NineThree Months Ended
Year Ended December 31 September 30
---------------------- -------------
Summary of Earnings Per Share (1) 1994March 31
---------------------------- ------------------
1997 1996 1995 1996 19961998 1997
-------------------------------------------------------------------------
MILLIONS
OPERATING REVENUE
AND INCOME
Electric
Operations $541.9 $529.2 $503.5 $134.0 $131.5
Water Services 95.5 85.2 66.1 20.8 20.6
Automotive
Services (a) 255.5 183.9 61.6 76.7 60.5
Investments 60.9 49.9 43.7 15.2 9.5
Corporate Charges (0.2) (1.3) (2.0) (0.1) 0.0
------ ------ ------ ------ ------
$953.6 $846.9 $672.9 $246.6 $222.1
====== ====== ====== ====== ======
NET INCOME
Electric
Operations $ 43.1 $ 39.4 $ 41.0 $ 9.5 $ 12.3
Water Services 8.2 5.4 (1.0) 0.7 0.4
Automotive
Services (a) 14.0 3.7 - -------------------------------------------------------------------------------
Consolidated Earnings Per Share5.4 3.2
Investments 32.1 38.1 41.3 8.3 5.6
Corporate Charges (19.8) (17.4) (19.4) (5.4) (5.4)
------ ------ ------ ------ ------
77.6 69.2 61.9 18.5 16.1
Discontinued
Operations (b) - - 2.8 - -
------ ------ ------ ------ ------
$ 77.6 $ 69.2 $ 64.7 $ 18.5 $ 16.1
====== ====== ====== ====== ======
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BASIC AND DILUTED
EARNINGS PER SHARE
OF COMMON STOCK
Continuing
Operations Electric$2.47 $2.28 $2.06 $.58 $.52
Discontinued
Operations $1.36 $1.36 $1.32 $1.00 $1.16
Water Services .48 (.04) .18 .12 .15
Automotive Services - .00 .13 .11 .39
Investments
Portfolio and
reinsurance .47 .88 .80 .56 .49
Real estate .36 .58 .50 .35 .19
----- ---- ------ ----- ------
.83 1.46 1.30 .91 .68
Corporate charges
and other (2) (.68) (.72) (.65) (.46) (.53)
----- ---- ------ ----- ------
Total Continuing Operations 1.99 2.06 2.28 1.68 1.85
Discontinued Operations(3) .07- .10 - - -
----- ----- ------ ----- ------
Total $2.06----- -----
$2.47 $2.28 $2.16 $2.28 $1.68 $1.85$.58 $.52
===== ===== ====== ===== =========== =====
AVERAGE SHARES OF
COMMON STOCK -
---------------------
(1) Financial statement information may not be comparable between periods due
to the purchase ofMILLIONS 30.6 29.3 28.5 31.1 30.3
-----------------------------------------------------------------------
(a) The Company purchased 80 percent of ADESA, including
AFC and Great Rigs, on July 1, 1995, another 3 percent
onin January 3, 1996 and the remaining 17 percent onin August
21, 1996.
(2) Includes the financial results for Reach All Partnership for the years
1994, 1995 and 1996, and general corporate expenses not allocable to a
specific business segment.
(3)(b) On June 30, 1995 Minnesota Powerthe Company sold theits interest in itsa
paper and pulp business to Consolidated Papers, Inc.
(CPI) for $118 million in cash, plus
CPI's assumption of certain debt and lease obligations. Minnesota Power is
still committed to a maximum guarantee of $95 million to ensure a portion
of a $33.4 million annual lease obligation for paper mill equipment under
an operating lease extending to 2012. CPI has agreed to indemnify Minnesota
Power for any payments Minnesota Power may make as a result of Minnesota
Power's obligation relating to this operating lease.3
ELECTRIC OPERATIONS
Electric operationsOperations generate, transmit, distribute and
market electricity. In addition, electric operations include coal mining, engineering, construction
and maintenance services, and economic development projects within the Company's
service area. Minnesota Power provides electricity to
126,000123,000 customers in northeastern Minnesota. MPEX, a division of
Minnesota Power, is an expansion of the Company's inter-utility
marketing group which has been a buyer and seller of capacity and
energy for over 25 years in the wholesale power market. The
customers of MPEX are other power suppliers in the Midwest and
Canada. MPEX also contracts with its customers to provide hourly
energy scheduling and power trading services. The Company's
wholly owned subsidiary, Superior Water, Light and Power Company,
sells electricity to 14,000 customers and natural gas to 11,000
customers, and provides water to 10,000 customers in northwestern
Wisconsin. BNI Coal, Ltd. (BNI Coal)("BNI Coal"), another wholly owned
subsidiary of the Company, owns and operates a lignite mine in
North Dakota. Two electric generating cooperatives, Minnkota
Power Cooperative, Inc. and Square Butte Electric Cooperative
(Square Butte)("Square Butte"), presently consume virtually all of BNI Coal's
production of lignite coal under coal supply agreements extending
to 2027. Under an agreement with Square Butte, Minnesota Power
purchases about 71 percent of the output from the Square Butte
unit which is capable of generating up to 470 megawatts.455 megawatts ("MW").
In 1996 large1997 industrial customers contributed about half of the
Company's electric operating revenue. The Company has large power
contracts to sell power to eleven industrial customers (five
taconite producers, four paper and wood
products manufacturerspulp mills, and two pipeline
companies) each requiring 10 megawattsMW or more of power. These
contracts, which have termination dates ranging from April 2001
to October 1999
-3-
to December 2007,2008, require the paymentCompany to have a certain amount of
generating capacity available. In turn each customer is required
to pay a minimum monthly demand chargescharge that cover a portion ofcovers the fixed costs
associated with having capacity available to serve the customer,
including a return on common equity,
associatedequity. Under the contracts,
industrial customers pay demand charges for the base portion of
their capacity needs on a take-or-pay basis for the entire term
of the contract, while most customers are permitted bi-annually
(coincident with havingeach power pool season) to establish their
capacity needs above this base, thereby committing to additional
demand charges. In addition to the capacity available to serve these customers.demand charge, each customer
is billed an energy charge for each kilowatthour used that recovers
the variable costs incurred in generating electricity.
WATER SERVICES
Water servicesServices include sixregulated and non-regulated wholly
owned subsidiaries of the Company. Florida Water Services
Corporation, which is the largest investor owned water supplier
in Florida, provides water to 122,000119,000 customers and wastewater
treatment services to 55,000 customers in Florida.53,000 customers. Heater Utilities, Inc.
provides water to 28,00029,000 customers and wastewater treatment
services to 1,4002,000 customers in North Carolina and South Carolina. Instrumentation
Services, Inc. ("ISI") provides predictive maintenance and
instrumentation consulting services to water and wastewater
utilities, and other industrial operations throughout the
southeastern part of the United States as well as Texas and
Minnesota. U.S. Maintenance and Management Services Corporation
provide predictive("USM&M") was incorporated in 1997 to complement ISI's
operations. USM&M provides maintenance services to water utility companiesand
wastewater utilities, and other industrial operations primarily
in North Carolina, South Carolina, Florida, Georgia, Tennessee, Virginia and
Texas.Florida. Americas' Water Services Corporation, which is
headquartered innear Chicago, Illinois, offers contract management,
operations and maintenance contract services and
expertise to governments and industries
throughoutin the Americas. Florida Gas
Service Corporation provides liquefied propane gas service to 2,300 customers in
Florida.
AUTOMOTIVE SERVICES
Automotive servicesServices include wholly owned subsidiaries
operating as integral parts of the vehicle auction business:
ADESA Corporation (ADESA)("ADESA"), which owns and
operate auction facilities,a network of vehicle auctions;
Automotive Finance Corporation (AFC)("AFC"), which is a finance company,company; and
Great Rigs Incorporated (formerly ADESA Auto Transport,
Inc.("Great Rigs"), an auto transport
company. ADESA is a wholly owned subsidiary of the
Company and is the third largest automobilevehicle auction businessnetwork in
the United States. Headquartered in Indianapolis, Indiana, ADESA
owns and operates 25 automobile auctionsvehicle auction facilities in the United
States and Canada through which used cars and other vehicles are
purchased and sold byto franchised automobile dealers and licensed
used car dealers. In April 1998 ADESA reached agreements to
purchase three additional vehicle auctions which will increase
the number of facilities to 28. Sellers at ADESA's auctions
4
include domestic and foreign auto manufacturers, car dealers,
automotive fleet/lease companies, banks and finance companies.
AFC provides inventory financing for wholesale and retail
automobile dealers who purchase vehicles from ADESA auctions,
independent auctions and other auction chains. AFC is
headquartered in Indianapolis, Indiana, and has 5457 loan
production offices located in 21at most ADESA auctions, 28as well as at
or near independently owned auctions, and 5 outside loan production offices not
connected with an auction.auto auctions. From these offices car
dealers obtain credit to purchase vehicles at any of the over 300
plus auctions approved by AFC. Great Rigs Incorporated is one of the nation's
largest independent used automobile transport carriers with 140
leased automotive carriers. ItHeadquartered in Moody, Alabama,
Great Rigs offers customers pick up and delivery service with ninethrough
11 strategically located transportation hubshubs. Customers of Great
Rigs include ADESA auctions, car dealerships, vehicle
manufacturers, leasing companies, finance companies and an on-site transportation
representative at every ADESA auction.other
auctions.
INVESTMENTS
Minnesota Power manages aPower's securities portfolio whichis managed by
selected outside managers as well as internal managers. It is
intended to provide stable earnings and cash flow contributionsliquidity, and is
available for reinvestmentinvestment in existing businesses, acquisitions and
other corporate purposes. The Company's objective is to maintain
corporate liquidity between 7 percent and 10 percent of total
assets ($150 million to $200 million). The Company plans to
continue to concentrate in market-neutral investment strategies
designed to provide stable and acceptable returns without
sacrificing needed liquidity. The securities portfolio is
structured to perform at an after-tax return between 7 percent
and 9 percent. While these returns may seem modest compared to
broader market indices over the past three years, the Company
believes its investment strategy is a wise course in a volatile
economic environment. Returns will continue to be partially
dependent on general market conditions. The Company's investment
in the securities portfolio at September
30, 1997March 31, 1998 was approximately
$180$190 million.
Minnesota Power hasowns 3.3 million shares of Capital Re
Corporation ("Capital Re"), a specialty insurance and reinsurance
business. Capital Re's product lines currently include financial
guaranty, mortgage, title, financial, credit and specialty
reinsurance, and specialty insurance through its participation in
Lloyds of London. Capital Re trades on the New York Stock
Exchange under the symbol KRE. Minnesota Power's ownership
represents 21 percent equityof the 16 million total outstanding shares
of Capital Re. The market value of the Company's investment in
Capital Re Corporation (Capital Re).was $210 million at March 31, 1998 based on a
Capital Re is a Delaware holding company engaged in
reinsurance and insurance throughshare price of $64.25. The Company accounts for its wholly owned subsidiaries. The operating
subsidiaries of Capital Re include: Capital Reinsurance Company, a reinsurer of
financial guarantees of municipal and non-municipal debt obligations; Capital
Mortgage Reinsurance Company, a reinsurer of residential mortgage guaranty
insurance; Capital Credit Reinsurance Company, Ltd., a multi-line credit and
specialty reinsurer; Capital Title Reinsurance Company, a title reinsurer; RGB
Underwriting Agencies Ltd. (RGB), a Lloyd's of London managing agency; and CRC
Capital, Ltd., a Lloyd's of London corporate name that provides corporate
capital to support the syndicates managed by RGB. Minnesota Power's equity
investment in Capital Re under the equity method and the carrying
value was $123 million at September 30, 1997 was $114 million.March 31, 1998.
The Company owns 80 percent of Lehigh Acquisition
Corporation (Lehigh)("Lehigh"), a real estate company in Florida. Lehigh
owns 2,500 acres of land and approximately 5,0004,000 home sites near
Fort Myers, Florida,Florida; 1,000 home sites in Citrus County, Florida,Florida;
and 2,700 home sites and 12,000 acres of residential, commercial
and industrial land at Palm Coast, Florida.
USE OF PROCEEDS
The Palm Coast properties
were purchased in April 1996.
-4-
SELLING SHAREHOLDERS
The following table lists the Selling Shareholders, the numberCompany is offering a maximum of 3,000,000 shares of Common Stockits
New Stock. The net proceeds to be received from the issuance and
sale of the Company beneficially owned by each as of the date of this
Prospectus, the number of shares toNew Stock will be offered by each and the number of
outstanding shares to be owned by each after the sale. Minnesota Power exchanged
the Sharesused for all the outstanding shares of common stock of LaGrange Waterworks
Corporation (LaGrange) owned by the Selling Shareholders. Minnesota Power then
contributed the shares to MP Water Resources, Inc., a wholly owned subsidiary of
Minnesota Power. The Shares were issued by the Company and deliveredgeneral corporate purposes
which may include, among other things, acquisitions.
Reference is made to the Selling Shareholders in a private placement transaction that has been accounted
for as a pooling of interests.
SharesIncorporated Documents with respect
to be
Shares Owned Shares to be Owned After
Selling Shareholder (1) Prior to Offering (2) Offered Hereby (3) Offering (4)
- ---------------------- -------------------- ----------------- -----------
Homer Barrett 48,000 48,000 0
R. Hunter Chadwick, Jr. 48,000 48,000 0
- ---------------------
(1) Mr. Barrett was Vice President and Secretary of LaGrange and Mr. Chadwick
was President of LaGrange. Mr. Chadwick has been retained as a consultant
by Heater Utilities, Inc., a wholly owned subsidiary of MP Water Resources,
Inc., until December 31, 1997.
(2) As of November 20, 1997 each of the Selling Shareholders individually held
less than one percent of the Company's then outstanding Common Stock.
(3) As of December 30, 1996 the Selling Shareholders represented to the Company
that (i) they were acquiring the Shares for investment for their own
accountgeneral capital requirements and not with a view to, or for sale in connection with, any
distribution thereofgeneral
financing plans and (ii) neither Selling Shareholder had any reason to
anticipate any change in his circumstances or other particular occasion or
event which would cause him to desire to sell or otherwise transfer the
Shares.
(4) Assumes the sale of all of the Shares covered by this Prospectus and that
no additional shares are acquired by the Selling Shareholders.capabilities.
5
DIVIDENDS AND PRICE RANGE
The following table sets forth the high and low sales prices
per share of the Common Stock reported on the New York Stock
Exchange composite tape as published in The Wall Street Journal
and the dividends paid for the indicated periods.
Price Range DividendsPRICE RANGE
----------- ---------
High Low Per ShareDIVIDENDS
HIGH LOW PER SHARE
---- --- ---------
1995 First Quarter $ 26 3/8 $ 24 1/4 $ 0.510
Second Quarter 28 25 1/4 0.510
Third Quarter 28 1/8 26 3/8 0.510
Fourth Quarter 29 1/4 27 1/2 0.510
1996 First Quarter $ 29. . . . . . . $29 3/4 $ 26$26 1/8 $ 0.5100.51
Second Quarter . . . . . . 29 26 0.5100.51
Third Quarter . . . . . . . 28 3/4 26 0.5100.51
Fourth Quarter . . . . . . 28 7/8 26 3/8 0.5100.51
1997 First Quarter $ 29 $ 27. . . . . . . $29 $27 1/4 $ 0.5100.51
Second Quarter . . . . . . 30 5/8 27 0.5100.51
Third Quarter . . . . . . . 36 5/16 30 1/4 0.5100.51
Fourth Quarter . . . . . . 44 35 3/16 0.51
1998 First Quarter . . . . . . . $43 7/16 $39 1/8 $ 0.51
Second Quarter (through November 20, 1997) 37 1/May
7, 1998) . . . . . . . . . 42 15/16 3439 3/8 0.51016
The last reported sale price of the Common Stock on the New
York Stock Exchange composite tape on November 20, 1997May 7, 1998, was $36.8125$39.25
per share.
The Company has paid dividends without interruption on its
Common Stock since 1948, the date of the initial distribution of the
Common Stock by American Power & Light Company, the former holder
of all such stock.
-5-
The Company has a Dividend Reinvestment and Stock Purchase
Plan (Plan)("Plan"). The Plan provides investors (Participants)("Participants") with
a convenient method of acquiring shares of Common Stock through
(i) the reinvestment in Common Stock of all or a portion of the
cash dividends payable on the Participant's holdings of Common
Stock and Preferred Stocks, and/or (ii) the investment of
optional cash payments pursuant to the terms of the Plan. The
Company reserves the right to suspend, modify, amend or terminate
the Plan at any time and to interpret and regulate the Plan as it
deems necessary or desirable in connection with the operation of
the Plan. Shares of Common Stock are offered for sale under the
Plan only by means of a separate prospectus available upon
request from the Company.
DESCRIPTION OF COMMON STOCK
General. The following statements relating to the Common
Stock are merely an outline and do not purport to be complete.
They are qualified in their entirety by reference to the
Company's Articles of Incorporation (Articles("Articles of Incorporation)Incorporation")
and the Mortgage and Deed of Trust of the Company. Reference is
also made to the laws of the State of Minnesota.
The Company's authorized capital stock consists of
65,000,000 shares of Common Stock, without par value, 116,000
shares of 5% Preferred Stock, $100 par value, 1,000,000 shares of
Serial Preferred Stock, without par value, and 2,500,000 shares
of Serial Preferred Stock A, without par value. The Company is
proposing to amend the Articles of Incorporation to increase the
number of authorized shares of Common Stock from 65,000,000 to
130,000,000. This proposal is being presented to the Company's
shareholders for approval at the Annual Meeting of Shareholders
to be held on May 12, 1998.
Dividend Rights. The Common Stock is entitled to all
dividends after full provision for dividends on the issued and
outstanding Preferred Stocks and the sinking fund requirements of
the Serial Preferred Stock A, $7.125 Series and $6.70 Series.
6
The Articles of Incorporation provide that so long as any
shares of the Company's Preferred Stocks are outstanding, cash
dividends on Common Stock are restricted to 75 percent of
available net income when Common Stock equity is or would become
less than 25 percent but more than 20 percent of total
capitalization. This restriction becomes 50 percent when such
equity is or would become less than 20 percent. See Note 710 to
Consolidated Financial Statements incorporated by reference in
the Company's 19961997 Form 10-K.
Voting Rights (Non-Cumulative Voting). Holders of Common
Stock are entitled to notice of and to vote at any meeting of
shareholders. Each share of the Common Stock, as well as each share
of the issued and outstanding Preferred Stocks, is entitled to
one vote. Since the holders of such shares do not have
cumulative voting rights, the holders of more than 50 percent of
the shares voting can elect all the Company's directors, and in
such event the holders of the remaining shares voting (less than
50 percent) cannot elect any directors. In addition, the
Preferred Stocks are expressly entitled, as one class, to elect a
majority of the directors (the Common Stock, as one class,
electing the minority) whenever dividends on any of such
Preferred Stocks shall be in default in the amount of four
quarterly payments and thereafter until all such dividends in
default shall have been paid. The Articles of Incorporation
include detailed procedures and other provisions relating to
these rights and their termination, such as quorums, terms of
directors elected, vacancies, class voting as between Preferred
Stocks and Common Stock, meetings, adjournments and other
matters.
The Articles of Incorporation contain certain provisions
which make it difficult to obtain control of the Company through
transactions not having the approval of the Board of Directors,
including:
(1) A provision requiring the affirmative vote of 75
percent of the outstanding shares of all classes of
capital stock of the Company, present and entitled to
vote, in order to authorize certain "Business
Combinations." Any such Business Combination is
required to meet certain "fair price" and procedural
requirements. Neither a 75 percent stockholder vote
nor "fair price" is required for any Business
Combination which has been approved by a majority of
the "Disinterested Directors."
(2) A provision permitting a majority of the Disinterested
Directors to determine whether the above requirements
have been satisfied.
(3) A provision providing that certain of the Articles of
Incorporation cannot be altered unless approved by 75
percent of the outstanding shares of all classes of
capital stock, present and -6-
entitled to vote, unless
such alteration is recommended to the shareholders by a
majority of the Disinterested Directors.
Liquidation Rights. After satisfaction of creditors and of
the preferential liquidation rights of the outstanding Preferred
Stocks ($100 per share plus unpaid accumulated dividends), the
holders of the Common Stock are entitled to share ratably in the
distribution of all remaining assets.
Miscellaneous. Holders of Common Stock have no preemptive
or conversion rights.
The Common Stock is listed on the New York Stock Exchange.
The transfer agents and registrars for the Common Stock are
Norwest Bank Minnesota, N.A. and the Company.
DESCRIPTION OF PREFERRED SHARE PURCHASE RIGHTS
Reference is made to the Rights Agreement, dated as of July
24, 1996 (Rights Plan)("Rights Plan") between the Company and the Corporate
Secretary of the Company, as Rights Agent. The description of
the Rights set forth below does not purport to be complete and is
qualified in its entirety by reference to the Rights Plan.
Reference is also made to the laws of the State of Minnesota.
7
On July 24, 1996 the Board of Directors of the Company
declared a dividend distribution of one Right for each
outstanding share of Common Stock to shareholders of record at
the close of business on July 24, 1996 (Record Date)("Record Date") and
authorized the issuance of one Right with respect to each share
of Common Stock that becomes outstanding between the Record Date
and July 23, 2006 or such earlier time as the Rights are
redeemed. Except as described below, each Right, when
exercisable, entitles the registered holder to purchase from the
Company one one-hundredth of a share of Junior Serial Preferred
Stock A, without par value (Serial Preferred)("Serial Preferred"), at a price of
$90 per one one-hundredth share (the
("Purchase Price)Price"), subject to
adjustment.
No separate Right Certificates will be distributed. The
Rights will be evidenced by the Common Stock certificates
together with a copy of the Summary of Rights Plan and not by
separate certificates until the earlier to occur of
(i) 10 days
following a public announcement that a person or group of
affiliated or associated persons (an Acquiring Person)"Acquiring Person") has
acquired, or obtained the right to acquire, beneficial ownership
of 15 percent or more of the outstanding shares of Common Stock
(the Stock"Stock Acquisition Date)Date") or (ii) 15 business days (or such
later date as may be determined by action of the Board of
Directors prior to the time that any person becomes an Acquiring
Person) following the commencement of (or a public announcement
of an intention to make) a tender or exchange offer if, upon
consummation thereof, such person or group would be the
beneficial owner of 15 percent or more of such outstanding shares
of Common Stock (the earlier of such dates being called the
Distribution Date)"Distribution Date").
Until the Distribution Date, the Rights will be transferred
with and only with the Common Stock. Until the Distribution Date
(or earlier redemption, expiration or termination of the Rights),
the transfer of any certificates for Common Stock, with or
without a copy of the Summary of Rights Plan, will also
constitute the transfer of the Rights associated with the Common
Stock represented by such certificates. As soon as practicable
following the Distribution Date, separate certificates evidencing
the Rights (Right
Certificates)("Right Certificates") will be mailed to holders of
record of the Common Stock as of the close of business on the
Distribution Date and, thereafter, such separate Right
Certificates alone will evidence the Rights.
Each whole share of Serial Preferred will have a minimum
preferential quarterly dividend rate equal to the greater of $51
per share or, subject to anti-dilution adjustment, 100 times the
dividend declared on the Common Stock. In the event of
liquidation, no distribution will be made to the holders of
Common Stock unless, prior thereto, the holders of the Serial
Preferred have received a liquidation preference of $100 per
share, plus accrued and unpaid dividends. Holders of the Serial
Preferred will be entitled to notice of and to vote at any
meeting of the Company's shareholders. Each whole share of
Serial Preferred is entitled to one vote. Such shares do not
have cumulative voting rights. The Serial Preferred, together
with the issued and outstanding shares of the other Preferred
Stocks of the Company, will be expressly entitled, as one class,
to elect a majority of directors (the Common Stock electing the
minority) whenever dividends on any -7-
of the Preferred Stocks shall
be in default in the amount of four quarterly payments and
thereafter until all such dividends in default shall have been
paid. In the event of any merger, consolidation or other
transaction in which shares of Common Stock are exchanged for or
converted into other securities and/or property, each whole share
of Serial Preferred will be entitled to receive, subject to anti-dilutionanti-
dilution adjustment, 100 times the amount into which or for which
each share of Common Stock is so exchanged or converted. The
shares of Serial Preferred are not redeemable by the Company.
The Rights are not exercisable until the Distribution Date
and will expire at the earliest of (i) July 23, 2006 (Final("Final
Expiration Date)Date"), (ii) the redemption of the Rights by the
Company as described below, and (iii) the exchange of all Rights
for Common Stock as described below.
In the event that any person (other than the Company, its
affiliates or any person receiving newly-issued shares of Common
Stock directly from the Company) becomes the beneficial owner of
15 percent or more of the then outstanding shares of Common
Stock, each holder of a Right will thereafter have a right to
receive, upon exercise at the then current exercise price of the
Right, Common Stock (or, in certain circumstances, cash, property
or other securities of the Company) having a value equal to two
times the exercise price of the Right. The Rights Plan contains
an exemption for any issuance of Common Stock by the Company
directly to any person (for example, in a private placement or an
8
acquisition by the Company in which Common Stock is used as
consideration), even if that person would become the beneficial
owner of 15 percent or more of the Common Stock, provided that
such person does not acquire any additional shares of Common
Stock.
In the event that, at any time following the Stock
Acquisition Date, the Company is acquired in a merger or other
business combination transaction or 50 percent or more of the
Company's assets or earning power are sold, proper provision will
be made so that each holder of a Right will thereafter have the
right to receive, upon exercise at the then current exercise
price of the Right, common stock of the acquiring or surviving
company having a value equal to two times the exercise price of
the Right.
Notwithstanding the foregoing, following the occurrence of
any of the events set forth in the preceding two paragraphs (the
Triggering Events)"Triggering Events"), any Rights that are, or (under certain
circumstances specified in the Rights Plan) were, beneficially
owned by any Acquiring Person will immediately become null and
void.
The Purchase Price payable, and the number of shares of
Serial Preferred or other securities or property issuable, upon
exercise of the Rights, are subject to adjustment from time to
time to prevent dilution, among other circumstances, in the event
of a stock dividend on, or a subdivision, split, combination,
consolidation or reclassification of, the Serial Preferred or the
Common Stock, or a reverse split of the outstanding shares of
Serial Preferred or the Common Stock.
At any time after the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 15
percent or more of the outstanding Common Stock and prior to the
acquisition by such person or group of 50 percent or more of the
outstanding Common Stock, the Board of Directors may exchange the
Rights (other than Rights owned by such person or group, which
have become void), in whole or in part, at an exchange ratio of
one share of Common Stock per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an
adjustment of at least one percent in the Purchase Price. The
Company will not be required to issue fractional shares of Serial
Preferred or Common Stock (other than fractions in multiples of
one one-hundredths of a share of Serial Preferred) and, in lieu
thereof, an adjustment in cash may be made based on the market
price of the Serial Preferred or Common Stock on the last trading
date prior to the date of exercise.
At any time after the date of the Rights Plan until the time
that a person becomes an Acquiring Person, the Board of Directors
may redeem the Rights in whole, but not in part, at a price of
$.01 per Right (Redemption Price)("Redemption Price"), which may (at the option of
the Company) be paid in cash, shares of Common Stock or other
consideration deemed appropriate by the Board of Directors. Upon
the effectiveness of any action of the Board of Directors
ordering redemption of the Rights, the Rights will terminate and
the only right of the holders of Rights will be to receive the
Redemption Price.
-8-
Issuance of Serial Preferred or Common Stock upon exercise
of the Rights will be subject to any necessary regulatory
approvals. Until a Right is exercised, the holder thereof, as
such, will have no rights as a shareholder of the Company,
including, without limitation, the right to vote or to receive
dividends. One million shares of Serial Preferred were reserved
for issuance in the event of exercise of the Rights.
The provisions of the Rights Plan may be amended by the
Company, except that any amendment adopted after the time that a
person becomes an Acquiring Person may not adversely affect the
interests of holders of Rights.
The Rights have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that
attempts to acquire the Company without conditioning the offer on
the Rights being redeemed or a substantial number of Rights being
acquired, and under certain circumstances the Rights beneficially
owned by such a person or group may become void. The Rights
9
should not interfere with any merger or other business
combination approved by the Board of Directors because, if the
Rights would become exercisable as a result of such merger ofor
business combination, the Board of Directors may, at its option,
at any time prior to the time that any person becomes an
Acquiring Person, redeem all (but not less than all) of the then
outstanding Rights at the Redemption Price.
EXPERTS
The Company's consolidated financial statements incorporated
in this Prospectus by reference to the Company's 19961997 Form 10-K
have been audited by
Price Waterhouse LLP, independent accountants. Such financial statements have
been so incorporated in reliance on the report of Price Waterhouse LLP, given on
the authority of said firm as experts in auditing and accounting.
The financial statement schedule incorporated in this Prospectus by
reference to the Company's 1996 Form 10-K has been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority
of said firm as experts in auditing and accounting.
The statements as to matters of law and legal conclusions
under "Description of Common Stock" and "Description of Preferred
Share Purchase Rights" in this Prospectus and in the documents incorporated herein by referenceIncorporated
Documents have been reviewed by Philip R. Halverson, Esq.,
Duluth, Minnesota, Vice President, General Counsel and Secretary
for Minnesota Power, and are set forth or incorporated herein by
reference in reliance upon his opinion given upon his authority
as an expert.
As of October 31, 1997,April 30, 1998 Mr. Halverson owned 4,5647,056 shares of
Minnesota Power Common Stock. Mr. Halverson is acquiring
additional shares of Minnesota Power Common Stock at regular
intervals as a participant in the Company's Employee Stock
Ownership Plan, Employee Stock Purchase Plan, and Supplemental
Retirement Plan and Dividend Reinvestment and Stock Purchase
Plan. -9-
In addition, Mr. Halverson has options to purchase 7,558
shares of Minnesota Power Common Stock pursuant to the Company's
Executive Long-Term Incentive Compensation Plan.
LEGAL OPINIONS
The legality of the Shares offered herebyNew Stock will be passed upon for the
Company by Mr. Halverson and by Reid & Priest LLP, New York, New
York, counsel for the Company.Company, and for any underwriter, dealer or
agent by Morrison Cohen Singer & Weinstein, LLP. Reid & Priest
LLP and Morrison Cohen Singer & Weinstein, LLP may rely as to all
matters of Minnesota law upon the opinion of Mr. Halverson.
PLAN OF DISTRIBUTION
The SharesCompany may sell the New Stock in any of three ways: (i)
through underwriters or dealers; (ii) directly to a limited
number of institutional purchasers or to a single purchaser; or
(iii) through agents. The Prospectus Supplement relating to the
Offered Stock will set forth the terms of the offering of the
Offered Stock, including the name or names of any underwriters,
dealers or agents, the purchase price of the Offered Stock and
the net proceeds to the Company from such sale, any underwriting
discounts and other items constituting underwriters'
compensation, any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers. Any
initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be offered pursuantchanged from time
to this Prospectustime.
If underwriters are fully paid and
nonassessable andused in any sale of the New Stock, the
Offered Stock will be offered and soldacquired by the Selling Shareholdersunderwriters for their own
accounts. The Company will not receive any of the proceeds from such sales.
The Selling Shareholdersaccount and may offer and sell the Sharesbe resold from time to time in one or more
transactions, including negotiated transactions, at marketa fixed
public offering price or at varying prices prevailingdetermined at the time
of salesale. The underwriter or at negotiated
prices. Sales may be made to or through broker-dealers who may receive
compensation in the form of discounts, concessions or commissions from the
Selling Shareholders and/or the purchasers of Shares for whom such
broker-dealers may act as agents and/or to whom they may sell as principals, or
both (which compensation asunderwriters with respect to a
particular broker-dealerunderwritten offering of Offered Stock will be named
in the Prospectus Supplement relating to such offering and, if an
underwriting syndicate is used, the managing underwriter or
underwriters will be set forth on the cover page of such
Prospectus Supplement. Unless otherwise set forth in the
Prospectus Supplement, the obligations of the underwriter or
underwriters to purchase the Offered Stock will be subject to
certain conditions precedent and the underwriter or underwriters
will be obligated to purchase all the Offered Stock if any is
10
purchased except that, in certain cases involving a default by
one or more underwriters, less than all of the Offered Stock may
be purchased.
Offered Stock may be sold directly by the Company or through
agents designated by the Company from time to time. Any agent
involved in excessthe offer or sale of customary commissions).
When required,the Offered Stock in respect of
which this Prospectus is delivered will be supplementednamed, and any
commissions payable by the Company to such agent will be set
forth, in the Prospectus Supplement. Unless otherwise indicated
in the Prospectus Supplement, any such agent will be acting on a
best efforts basis for the period of its appointment.
If so indicated in the Prospectus Supplement, the Company
will authorize agents, underwriters or dealers to solicit offers
by certain specified institutions to purchase Offered Stock from
the Company at the public offering price to be set forth in the
Prospectus Supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the
future. Such contracts will be subject to those conditions set
forth in the Prospectus Supplement, and the Prospectus Supplement
will set forth the namecommission payable for solicitation of such
contracts.
Subject to certain conditions, agents and underwriters may
be entitled under agreements entered into with the Company to
indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act of 1933, as
amended, arising out of or namesbased upon, among other things, any
untrue statement or alleged untrue statement of a material fact
contained in the registration statement, this Prospectus, a
Prospectus Supplement or the Incorporated Documents or the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein, in light of the Selling Shareholders for whose account a particular offering of
Shares is to becircumstances under which they were
made, not misleading. See the number of Shares so offered for such Selling
Shareholders' account and, if such offering is to be made by or through
underwriters or dealers, the names of such underwriters or dealers and the
principal terms of the arrangements between the underwriters or dealers and the
Selling Shareholders.
The Selling Shareholders and any broker-dealers acting in connection with
the sale of the Shares hereunder may be deemed to be "underwriters" within the
meaning of Section 2(11) of the 1933 Act, and any commissions received by them
and any profit realized by them on the resale of Shares as principals may be
deemed underwriting compensation under the 1933 Act.
Expenses in connection with the registration of the Shares under the 1933
Act, including legal and accounting fees of the Company, will be paid by the
Company.
--------------------Prospectus Supplement.
-----------------
11
=================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY.COMPANY OR ANY UNDERWRITER. NEITHER THE DELIVERY OF THIS
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SUCH SALE MADE HEREUNDERHEREUN-
DER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE
DATE HEREOF OR THEREOF OR THAT THE INFORMATION CONTAINED HEREIN
OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
THIS PROSPECTUS DOESAND ANY PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT
RELATES.THEY
RELATE. THIS PROSPECTUS DOESAND ANY PROSPECTUS SUPPLEMENT DO NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY
SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.
-10----------------
TABLE OF CONTENTS
PAGE
----
Available Information . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . 5
Dividends and Price Range . . . . . . . . . . . . . . . . . . 6
Description of Common Stock . . . . . . . . . . . . . . . . . 6
Description of Preferred Share Purchase Rights . . . . . . . 7
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . 10
Plan of Distribution . . . . . . . . . . . . . . . . . . . . 10
=================================================================
=================================================================
3,000,000 SHARES
MINNESOTA
POWER & LIGHT
COMPANY
COMMON STOCK
(WITHOUT PAR VALUE)
---------------
PROSPECTUS
---------------
, 199
--------- --- --
=================================================================
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution
of the securities being registered are:
Filing Fee - Securities and Exchange Commission $ 1,05835,483
Stock exchange listing fee 1,50010,937
Fees of Company's legal counsel * 7,500counsel* 100,000
Independent accountants' fees fees* 25,000
Printing, including Form S-3,
prospectus, exhibits, etc.* 5,00075,000
Fees of transfer agent and registrar* 10,000
Miscellaneous expenses * 2,942
-------
* Total $18,000
=======
-expenses* 33,580
--------
Total* $290,000
========
------------
* Estimated*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 302A.521 of the Minnesota Business Corporation Act
generally provides for the indemnification of directors, officers
or employees of a corporation made or threatened to be made a
party to a proceeding by reason of the former or present official
capacity of the person against judgments, penalties and fines
(including attorneys' fees and disbursements) where such person,
among other things, has not been indemnified by another organization,organiza-
tion, acted in good faith, received no improper personal benefit
and with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful.
Section 13 of the Bylaws of the Company contains the following
provisions relative to indemnification of directors and officers:
"The Company shall reimburse or indemnify each present and
future director and officer of the Company (and his or her heirs,
executors and administrators) for or against all expenses reasonablyreason-
ably incurred by such director or officer in connection with or
arising out of any action, suit or proceeding in which such
director or officer may be involved by reason of being or having
been a director or officer of the Company. Such indemnification
for reasonable expenses is to be to the fullest extent permitted
by the Minnesota Business Corporation Act, Minnesota Statutes
Chapter 302A. By affirmative vote of the Board of Directors or
with written approval of the Chairman and Chief Executive Officer,Offi-
cer, such indemnification may be extended to include agents and
employees who are not directors or officers of the Company, but
who would otherwise be indemnified for acts and omissions under
Chapter 302A of the Minnesota Business Corporation Act, if such
agent or employee were an officer of the Company."
"Reasonable expenses may include reimbursement of attorney's
fees and disbursements, including those incurred by a person in
connection with an appearance as a witness."
"Upon written request to the Company and approval by the
Chairman and Chief Executive Officer, an agent or employee for
whom indemnification has been extended, or an officer or director
may receive an advance for reasonable expenses if such agent,
employee, officer or director is made or threatened to be made a
party to a proceeding involving a matter for which indemnificationindemnifica-
tion is believed to be available under Minnesota Statutes Chapter
302A."
"The foregoing rights shall not be exclusive of other rights
to which any director or officer may otherwise be entitled and
shall be available whether or not the director or officer continuescontin-
ues to be a director or officer at the time of incurring such
expenses and liabilities."
II-1
The Company has insurance covering its expenditures which
might arise in connection with the lawful indemnification of its
directors and officers for their liabilities and expenses, and
insuring officers and directors of the Company against certain
other liabilities and expenses.
II-1
ITEM 16. EXHIBITS
EXHIBIT
NUMBER
------
1 - -------
*2 - Agreement and PlanForm of Merger by and among Minnesota Power &
Light Company, AC Acquisition Sub, Inc., ADESA Corporation and
Certain ADESA Management Shareholders dated February 23, 1995
(filed as Exhibit 2 to Form 8-K dated March 3, 1995, File No.
1-3548).Underwriting Agreement.
*4(a)1 - Articles of Incorporation, restated as of July 27,
1988 (filed as Exhibit 3(a), File No. 33-24936).
*4(a)2 - Certificate Fixing Terms of Serial Preferred Stock
A, $7.125 Series (filed as Exhibit 3(a)2, File No.
33-50143).
*4(a)3 - Certificate Fixing Terms of Serial Preferred Stock
A, $6.70 Series (filed as Exhibit 3(a)3, File No.
33-50143).
*4(b) - Bylaws as amended January 23, 1991 (filed as
Exhibit 3(b), File No. 33-45549).
*4(c)1l - Mortgage and Deed of Trust, dated as of September
1, 1945, between the Company and Irving Trust
Company (now The Bank of New York) and Richard H.
West (W.T. Cunningham, successor), Trustees (filed
as Exhibit 7(c), File No. 2-5865).
*4(c)2 - Supplemental Indentures to Mortgage and Deed of
Trust:
Number Dated as of Reference File Exhibit
First March 1, 1949 2-7826 7(b)
Second July 1, 1951 2-9036 7(c)
Third March 1, 1957 2-13075 2(c)
Fourth January 1, 1968 2-27794 2(c)
Fifth April 1, 1971 2-39537 2(c)
Sixth August 1, 1975 2-54116 2(c)
Seventh September 1, 1976 2-57014 2(c)
Eighth September 1, 1977 2-59690NUMBER DATED AS OF REFERENCE FILE EXHIBIT
------ ----------- -------------- --------
First March 1, 1949 2-7826 7(b)
Second July 1, 1951 2-9036 7(c)
Third March 1, 1957 2-13075 2(c)
Fourth January 1, 1968 2-27794 2(c)
Fifth April 1, 1971 2-39537 2(c)
Sixth August 1, 1975 2-54116 2(c)
Seventh September 1, 19762-57014 2(c)
Eighth September 1, 19772-59690 2(c)
Ninth April 1, 1978 2-60866 2(c)
Tenth August 1, 1978 2-62852 2(d)2
Eleventh December 1, 1982 2-56649 4(a)3
Twelfth April 1, 1987 33-30224 4(a)3
Thirteenth March 1, 1992 33-47438 4(b)
Fourteenth June 1, 1992 33-55240 4(b)
Fifteenth July 1, 1992 33-55240 4(c)
Sixteenth July 1, 1992 33-55240 4(d)
Seventeenth February 1, 1993 33-50143 4(b)
Eighteenth July 1, 1993 33-50143 4(c)
Nineteenth February 1, 1997 1-3548
(1996 Form
10-K) 4(a)3
Twentieth November 1, 1997 1-3548
(1997 Form
10-K) 4(a)3
II-2
Exhibit
Number
- -------------
*4(d) - Mortgage and Deed of Trust, dated as of March 1,
1943, between Superior Water, Light and Power
Company and Chemical Bank & Trust Company and Howard
B. Smith, as Trustees, both succeeded by First Bank
N.A., as Trustee (filed as Exhibit 7(c), File No. 2-8668)2-
8668), as supplemented and modified by First
Supplemental Indenture thereto dated as of March 1,
1951 (filed as Exhibit 2(d)(1), File No. 2-59690),
Second Supplemental Indenture thereto dated as of
March 1, 1962 (filed as Exhibit 2(d)1,l, File No. 2-27794)2-
27794), Third Supplemental Indenture thereto dated
July 1, 1976 (filed as Exhibit 2(e)1,l, File No. 2-57478)2-
57478), Fourth Supplemental Indenture thereto dated
as of March 1, 1985 (filed as Exhibit 4(b), File No.
2-78641), Fifth Supplemental Indenture thereto dated
as of December 1, 1992 (filed as Exhibit 4(b)1l to
Form 10-K for the year ended December 31, 1992, File
No. 1-3548), Sixth Supplemental Indenture, dated as
of March 24, 1994 (filed as Exhibit 4(b)1l to Form
10-K for the year ended December 31, 1996, File No.
1-3548), Seventh Supplemental Indenture, dated as of
November 1, 1994 (filed as Exhibit 4(b)2 to Form 10-K10-
K for the year ended December 31, 1996, File No. 1-3548)1-
3548) and Eighth Supplemental Indenture, dated as of
January 1, 1997 (filed as Exhibit 4(b)3 to Form 10-K
for the year ended December 31, 1996, File No. 1-3548)1-
3548).
*4(e) - Indenture, dated as of March 1, 1993, between
Southern States Utilities, Inc. (now Florida Water
Services Corporation) and Nationsbank of Georgia,
National Association (now SunTrust Bank, Central
Florida, N.A.), as Trustee (filed as Exhibit 4(d) to
Form 10-K for the year ended December 31, 1992, File
No. 1-3548), as supplemented and modified by First
Supplemental Indenture, dated as of March 1, 1993
(filed as Exhibit 4(c)l to Form 10-K for the year
ended December 31, 1996, File No. 1-3548), Second
Supplemental Indenture, dated as of March 31, 1997
(filed as Exhibit 4 to Form 10-Q for the quarter
ended March 31, 1997, File No. 1-3548) and Third
Supplemental Indenture, dated as of May 28, 1997
(filed as Exhibit 4 to Form 10-Q for the quarter
ended June 30, 1997, File No. 1-3548).
*4(f) - Amended and Restated Trust Agreement, dated as of
March 1, 1996, relating to MP&L Capital I's 8.05%
Cumulative Quarterly Income Preferred Securities,
between the Company, as Depositor, and The Bank of
New York, The Bank of New York (Delaware), Philip R.
Halverson, David G. Gartzke and James K. Vizanko, as
Trustees (filed as Exhibit 4(a) to Form 10-Q for the
quarter ended March 31, 1996, File No. 1-3548).
*4(g) - Amendment No. 1, dated April 11, 1996, to Amended
and Restated Trust Agreement, dated as of March 1,
1996, relating to MP&L Capital I's 8.05% Cumulative
Quarterly Income Preferred Securities (filed as
Exhibit 4(b) to Form 10-Q for the quarter ended
March 31, 1996, File No. 1-3548).
*4(h) - Indenture, dated as of March 1, 1996, relating to
the Company's 8.05% Junior Subordinated Debentures,
Series A, Due 2015, between the Company and The Bank
of New York, as Trustee (filed as Exhibit 4(c) to
Form 10-Q for the quarter ended March 31, 1996, File
No. 1-3548).
*4(i) - Guarantee Agreement, dated as of March 1, 1996,
relating to MP&L Capital I's 8.05% Cumulative
Quarterly Income Preferred Securities, between the
Company, as Guarantor, and The Bank of New York, as
Trustee (filed as Exhibit 4(d) to Form 10-Q for the
quarter ended March 31, 1996, File No. 1-3548).
*4(j) - Agreement as to Expenses and Liabilities, dated as
of March 20, 1996, relating to MP&L Capital I's
8.05% Cumulative Quarterly Income Preferred
II-3
Securities, between the Company and MP&L Capital I
(filed as Exhibit 4(e) to Form 10-Q for the quarter
ended March 31, 1996, File No. 1-3548).
*4(k) - Officer's Certificate, dated March 20, 1996, estab-
lishing the terms of the 8.05% Junior Subordinated
Debentures, Series A, Due 2015 issued in connection
with the 8.05% Cumulative Quarterly Income Preferred
Securities of MP&L Capital I (filed as Exhibit 4(i)
to Form 10-K for the year ended December 31, 1996,
File No. 1-3548).
*4(l) - Rights Agreement dated as of July 24, 1996, between
Minnesota Power & Light Company and the Corporate
Secretary of Minnesota Power & Light Company, as
Rights Agent (filed as Exhibit 4 to Form 8-K dated
August 2, 1996, File No. 1-3548).
*4(m) - Indenture, dated as of May 15, 1996, relating to the
ADESA Corporation's 7.70% Senior Notes, Series A,
Due 2006, between ADESA Corporation and The Bank of
New York, as Trustee (filed as Exhibit 4(k) to Form
10-K for the year ended December 31, 1996, File No.
1-3548).
*4(n) - Guarantee of Minnesota Power & Light Company, dated
as of May 30, 1996, relating to the ADESA
Corporation's 7.70% Senior Notes, Series A, Due 2006
(filed as Exhibit 4(i) to Form 10-K for the year
ended December 31, 1996, File No. 1-3548).
*4(o) - ADESA Corporation Officer's Certificate 1-D-1, dated
May 30, 1996, relating to the ADESA Corporation's
7.70% Senior Notes, Series A, Due 2006 (filed as Ex-
hibit 4(m) to Form 10-K for the year ended December
31, 1996, File No. 1-3548).
5(a) - Opinion and Consent of Philip R. Halverson, Esq.,
Vice President, General Counsel and Secretary of the
Company.
5(b) - Opinion and Consent of Reid & Priest LLP.
23(a) - Consent of Price Waterhouse LLP.
23(b) - Consents of Philip R. Halverson, Esq., and Reid &
Priest LLP are contained in Exhibits 5(a) and 5(b),
respectively.
24 - Power of Attorney (see page II-7).
---------------
*Incorporated herein by reference as indicated.
II-4
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this regis-
tration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act
of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective
date of the registration statement (or
the most recent post-effective amend-
ment thereof) which, individually or in
the aggregate, represent a fundamental
change in the information set forth in
the registration statement. Notwith-
standing the foregoing, any increase or
decrease in volume of securities of-
fered (if the total dollar value of
securities offered would not exceed
that which was registered) and any de-
viation from the low or high end of the
estimated maximum offering range may be
reflected in the form of prospectus
filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the
changes in volume and price represent
no more than a 20 percent change in
maximum aggregate offering price set
forth in the "Calculation of Registra-
tion Fee" table in the effective regis-
tration statement;
(iii) To include any material information
with respect to the plan of distribu-
tion not previously disclosed in the
registration statement or any material
change to such information in the reg-
istration statement.
Provided, however, that paragraphs (i) and (ii) do not
apply if the registration statement is on Form S-3 or Form
S-8 and the information required to be included in a post-
effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission
by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporat-
ed by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration state-
ment relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effec-
tive amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registr-
ant's annual report pursuant to section 13(a) or sec-
tion 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the registration state-
ment shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in
connection with the securities being registered, the
II-5
registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the ques-
tion whether such indemnification by it is against
public policy as expressed in the Act and will be gov-
erned by the final adjudication of such issue.
Ii-6
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes
any agent for service named in this registration statement to
execute in the name of each such person, and to file with the
Securities and Exchange Commission, any and all amendments,
including post-effective amendments, to the registration state-
ment, and appoints any such agent for service as attorney-in-fact
to sign in each such person's behalf individually and in each
capacity stated below and file any such amendments to the regis-
tration statement and the registrant hereby also appoints each
such agent for service as its attorney-in-fact with like authori-
ty to sign and file any such amendments in its name and behalf.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Duluth, State of Minnesota, on May 8, 1998.
MINNESOTA POWER & LIGHT COMPANY
(Registrant)
By /s/ Edwin L. Russell
--------------------------------
Edwin L. Russell
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Edwin L. Russell Chairman, President, May 8, 1998
------------------------- Chief Executive Officer
Edwin L. Russell and Director
Chairman, President,
Chief Executive Officer
and Director
/s/ D. G. Gartzke Senior Vice President- May 8, 1998
------------------------- Finance and
D. G. Gartzke Chief Financial Officer
Senior Vice President
-Finance
and Chief Financial
Officer
/s/ Mark A. Schober Controller May 8, 1998
-------------------------
Mark A. Schober
Controller
II-7
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Kathleen A. Brekken Director May 8, 1998
---------------------------
Kathleen A. Brekken
/s/ Merrill K. Cragun Director May 8, 1998
---------------------------
Merrill K. Cragun
/s/ Dennis E. Evans Director May 8, 1998
---------------------------
Dennis E. Evans
/s/ Peter J. Johnson Director May 8, 1998
---------------------------
Peter J. Johnson
/s/ George L. Mayer Director May 8, 1998
---------------------------
George L. Mayer
/s/ Paula F. McQueen Director May 8, 1998
---------------------------
Paula F. McQueen
/s/ Robert S. Nickoloff Director May 8, 1998
---------------------------
Robert S. Nickoloff
/s/ Jack I. Rajala Director May 8, 1998
---------------------------
Jack I. Rajala
/s/ Arend J. Sandbulte Director May 8, 1998
---------------------------
Arend J. Sandbulte
/s/ Nick Smith Director May 8, 1998
---------------------------
Nick Smith
/s/ Bruce W. Stender Director May 8, 1998
---------------------------
Bruce W. Stender
/s/ Donald C. Wegmiller Director May 8, 1998
---------------------------
Donald C. Wegmiller
II-8
EXHIBIT INDEX
Exhibit Description
------- -----------
1 - Form of Underwriting Agreement.
*4(a)1 - Articles of Incorporation, restated as of July 27,
1988 (filed as Exhibit 3(a), File No. 33-24936).
*4(a)2 - Certificate Fixing Terms of Serial Preferred Stock
A, $7.125 Series (filed as Exhibit 3(a)2, File No.
33-50143).
*4(a)3 - Certificate Fixing Terms of Serial Preferred Stock
A, $6.70 Series (filed as Exhibit 3(a)3, File No.
33-50143).
*4(b) - Bylaws as amended January 23, 1991 (filed as
Exhibit 3(b), File No. 33-45549).
*4(c)l - Mortgage and Deed of Trust, dated as of September
1, 1945, between the Company and Irving Trust
Company (now The Bank of New York) and Richard H.
West (W.T. Cunningham, successor), Trustees (filed
as Exhibit 7(c), File No. 2-5865).
*4(c)2 - Supplemental Indentures to Mortgage and Deed of
Trust:
NUMBER DATED AS OF REFERENCE FILE EXHIBIT
------ ----------- -------------- --------
First March 1, 1949 2-7826 7(b)
Second July 1, 1951 2-9036 7(c)
Third March 1, 1957 2-13075 2(c)
Fourth January 1, 1968 2-27794 2(c)
Fifth April 1, 1971 2-39537 2(c)
Sixth August 1, 1975 2-54116 2(c)
Seventh September 1, 19762-57014 2(c)
Eighth September 1, 19772-59690 2(c)
Ninth April 1, 1978 2-60866 2(c)
Tenth August 1, 1978 2-62852 2(d)2
Eleventh December 1, 1982 2-56649 4(a)3
Twelfth April 1, 1987 33-30224 4(a)3
Thirteenth March 1, 1992 33-47438 4(b)
Fourteenth June 1, 1992 33-55240 4(b)
Fifteenth July 1, 1992 33-55240 4(c)
Sixteenth July 1, 1992 33-55240 4(d)
Seventeenth February 1, 1993 33-50143 4(b)
Eighteenth July 1, 1993 33-50143 4(c)
Nineteenth February 1, 1997 1-3548
(1996 Form
10-K) 4(a)3
Twentieth November 1, 1997 1-3548
(1997 Form
10-K) 4(a)3
*4(d) - Mortgage and Deed of Trust, dated as of March 1,
1943, between Superior Water, Light and Power
Company and Chemical Bank & Trust Company and Howard
B. Smith, as Trustees, both succeeded by First Bank
N.A., as Trustee (filed as Exhibit 7(c), File No. 2-
8668), as supplemented and modified by First
Supplemental Indenture thereto dated as of March 1,
1951 (filed as Exhibit 2(d)(1), File No. 2-59690),
Second Supplemental Indenture thereto dated as of
March 1, 1962 (filed as Exhibit 2(d)l, File No. 2-
27794), Third Supplemental Indenture thereto dated
July 1, 1976 (filed as Exhibit 2(e)l, File No. 2-
57478), Fourth Supplemental Indenture thereto dated
as of March 1, 1985 (filed as Exhibit 4(b), File No.
2-78641), Fifth Supplemental Indenture thereto dated
as of December 1, 1992 (filed as Exhibit 4(b)l to
Form 10-K for the year ended December 31, 1992, File
No. 1-3548), Sixth Supplemental Indenture, dated as
of March 24, 1994 (filed as Exhibit 4(b)l to Form
10-K for the year ended December 31, 1996, File No.
1-3548), Seventh Supplemental Indenture, dated as of
November 1, 1994 (filed as Exhibit 4(b)2 to Form 10-
K for the year ended December 31, 1996, File No. 1-
3548) and Eighth Supplemental Indenture, dated as of
January 1, 1997 (filed as Exhibit 4(b)3 to Form 10-K
for the year ended December 31, 1996, File No. 1-
3548).
*4(e) - Indenture, dated as of March 1, 1993, between
Southern States Utilities, Inc. (now Florida Water
Services Corporation) and Nationsbank of Georgia,
National Association (now SunTrust Bank, Central
Florida, N.A.), as Trustee (filed as Exhibit 4(d) to
Form 10-K for the year ended December 31, 1992, File
No. 1-3548), as supplemented and modified by First
Supplemental Indenture, dated as of March 1, 1993
(filed as Exhibit 4(c)l to Form 10-K for the year
ended December 31, 1996, File No. 1-3548), Second
Supplemental Indenture, dated as of March 31, 1997
(filed as Exhibit 4 to Form 10-Q for the quarter
ended March 31, 1997, File No. 1-3548) and Third
Supplemental Indenture, dated as of May 28, 1997
(filed as Exhibit 4 to Form 10-Q for the quarter
ended June 30, 1997, File No. 1-3548).
*4(f) - Amended and Restated Trust Agreement, dated as of
March 1, 1996, relating to MP&L Capital I's 8.05%
Cumulative Quarterly Income Preferred Securities,
between the Company, as Depositor, and The Bank of
New York, The Bank of New York (Delaware), Philip R.
Halverson, David G. Gartzke and James K. Vizanko, as
Trustees (filed as Exhibit 4(a) to Form 10-Q for the
quarter ended March 31, 1996, File No. 1-3548).
*4(g) - Amendment No. 1, dated April 11, 1996, to Amended
and Restated Trust Agreement, dated as of March 1,
1996, relating to MP&L Capital I's 8.05% Cumulative
Quarterly Income Preferred Securities (filed as
Exhibit 4(b) to Form 10-Q for the quarter ended
March 31, 1996, File No. 1-3548).
*4(h) - Indenture, dated as of March 1, 1996, relating to
the Company's 8.05% Junior Subordinated Debentures,
Series A, Due 2015, between the Company and The Bank
of New York, as Trustee (filed as Exhibit 4(c) to
Form 10-Q for the quarter ended March 31, 1996, File
No. 1-3548).
*4(i) - Guarantee Agreement, dated as of March 1, 1996,
relating to MP&L Capital I's 8.05% Cumulative
Quarterly Income Preferred Securities, between the
Company, as Guarantor, and The Bank of New York, as
Trustee (filed as Exhibit 4(d) to Form 10-Q for the
quarter ended March 31, 1996, File No. 1-3548).
*4(j) - Agreement as to Expenses and Liabilities, dated as
of March 20, 1996, relating to MP&L Capital I's
8.05% Cumulative Quarterly Income Preferred
Securities, between the Company and MP&L Capital I
(filed as Exhibit 4(e) to Form 10-Q for the quarter
ended March 31, 1996, File No. 1-3548).
II-3
*4(k) - Officer's Certificate, dated March 20, 1996, establishingestab-
lishing the terms of the 8.05% Junior Subordinated
Debentures, Series A, Due 2015 issued in connection
with the 8.05% Cumulative Quarterly Income Preferred
Securities of MP&L Capital I (filed as Exhibit 4(i)
to Form 10-K for the year ended December 31, 1996,
File No. 1-3548).
*4(l) - Rights Agreement dated as of July 24, 1996, between
Minnesota Power & Light Company and the Corporate
Secretary of Minnesota Power & Light Company, as
Rights Agent (filed as Exhibit 4 to Form 8-K dated
August 2, 1996, File No. 1-3548).
*4(m) - Indenture, dated as of May 15, 1996, relating to the
ADESA Corporation's 7.70% Senior Notes, Series A,
Due 2006, between ADESA Corporation and The Bank of
New York, as Trustee (filed as Exhibit 4(k) to Form
10-K for the year ended December 31, 1996, File No.
1-3548).
*4(n) - Guarantee of Minnesota Power & Light Company, dated
as of May 30, 1996, relating to the ADESA
Corporation's 7.70% Senior Notes, Series A, Due 2006
(filed as Exhibit 4(l)4(i) to Form 10-K for the year
ended December 31, 1996, File No. 1-3548).
*4(o) - ADESA Corporation Officer's Certificate 1-D-1, dated
May 30, 1996, relating to the ADESA Corporation's
7.70% Senior Notes, Series A, Due 2006 (filed as ExhibitEx-
hibit 4(m) to Form 10-K for the year ended December
31, 1996, File No. 1-3548).
5(a) - Opinion and Consent of Philip R. Halverson, Esq.,
Vice President, General Counsel and Secretary of the
Company.
5(b) - Opinion and Consent of Reid & Priest LLP.
23(a) - Consent of Price Waterhouse LLP.
23(b) - Consents of Philip R. Halverson, Esq., and Reid &
Priest LLP are contained in Exhibits 5(a) and 5(b),
respectively.
24 - Power of Attorney (see page II-6)II-7).
- --------------------------
* Incorporated---------------
*Incorporated herein by reference as indicated.
II-4
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
II-5
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes any agent for
service named in this registration statement to execute in the name of each such
person, and to file with the Securities and Exchange Commission, any and all
amendments, including post-effective amendments, to the registration statement,
and appoints any such agent for service as attorney-in-fact to sign in each such
person's behalf individually and in each capacity stated below and file any such
amendments to the registration statement and the registrant hereby also appoints
each such agent for service as its attorney-in-fact with like authority to sign
and file any such amendments in its name and behalf.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Duluth, State of Minnesota, on November 21, 1997.
MINNESOTA POWER & LIGHT COMPANY
(Registrant)
By Edwin L. Russell
--------------------------------
Edwin L. Russell
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
Edwin L. Russell November 21, 1997
- ---------------------------------
Edwin L. Russell Chairman, President
Chairman, President, Chief Chief Executive Officer
Executive Officer and Director and Director
D.G. Gartzke November 21, 1997
- ---------------------------------
D.G. Gartzke Senior Vice President-
Senior Vice President-Finance Finance and
and Chief Financial Officer Chief Financial Officer
Mark A. Schober November 21, 1997
- ---------------------------------
Mark A. Schober Controller
Controller
II-6
SIGNATURE TITLE DATE
--------- ----- ----
Kathleen A. Brekken Director November 21, 1997
- ----------------------------------------
Kathleen A. Brekken
Merrill K. Cragun Director November 21, 1997
- ----------------------------------------
Merrill K. Cragun
Dennis E. Evans Director November 21, 1997
- ----------------------------------------
Dennis E. Evans
Peter J. Johnson Director November 21, 1997
- ----------------------------------------
Peter J. Johnson
George L. Mayer Director November 21, 1997
- ----------------------------------------
George L. Mayer
Paula F. McQueen Director November 21, 1997
- ----------------------------------------
Paula F. McQueen
Robert S. Nickoloff Director November 21, 1997
- ----------------------------------------
Robert S. Nickoloff
Jack I. Rajala Director November 21, 1997
- ----------------------------------------
Jack I. Rajala
Edwin L. Russell Director November 21, 1997
- ----------------------------------------
Edwin L. Russell
Arend J. Sandbulte Director November 21, 1997
- ----------------------------------------
Arend J. Sandbulte
Nick Smith Director November 21, 1997
- ----------------------------------------
Nick Smith
Bruce W. Stender Director November 21, 1997
- ----------------------------------------
Bruce W. Stender
Donald C. Wegmiller Director November 21, 1997
- ----------------------------------------
Donald C. Wegmiller
II-7
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
5(a) - Opinion and Consent of Philip R. Halverson, Esq., Vice
President, General Counsel and Secretary of the Company.
5(b) - Opinion and Consent of Reid & Priest LLP.
23(a) - Consent of Price Waterhouse LLP.
23(b) - Consents of Philip R. Halverson, Esq., and Reid & Priest LLP
are contained in Exhibits 5(a) and 5(b), respectively.
24 - Power of Attorney (see page II-6).