AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 21, 2000JANUARY 25, 2001
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MINNESOTA POWER, INC.ALLETE MINNESOTA 41-0418150
(Exact name of registrant as(LEGALLY INCORPORATED AS (State or other jurisdiction of (I.R.S. Employer
specified in its charter)MINNESOTA POWER, INC.) incorporation or organization) Identification No.)
(Exact name of registrant as
specified in its charter)
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30 West Superior Street
Duluth, Minnesota 55802-2093
(218) 722-2641279-5000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
----------------
David G. Gartzke Philip R. Halverson, Esq. Robert J. Reger, Jr., Esq.
Senior Vice President-Finance Vice President, General Counsel Thelen Reid & Priest LLP
and Chief Financial Officer and Secretary 40 West 57th Street
30 West Superior Street 30 West Superior Street New York, New York 10019-4097
Duluth, Minnesota 55802-2093 Duluth, Minnesota 55802-2093 (212) 603-2000
(218) 722-2641279-5000 (218) 722-2641279-5000
(Names and addresses, including zip codes, and telephone numbers, including
area codes, of agents for service)
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It is respectfully requested that the Commission also send copies of all
notices, orders and communications to:
Michael Connolly, Esq.
Morrison Cohen Singer & Weinstein, LLP
750 Lexington Avenue
New York, New York 10022-1200
(212) 735-8600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement as determined by
market conditions and other factors.
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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]
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.[ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
========================================= =========================== =============================================================== ================== ================= ================== ==================
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF SECURITIES PROPOSED MAXIMUM AGGREGATEAMOUNT TO BE OFFERING PRICE OFFERING PRICE AMOUNT OF REGISTRATION FEE
TO BE REGISTERED OFFERING PRICEREGISTERED PER UNIT (1) (1) REGISTRATION FEE
- ----------------------------------------- --------------------------- -------------------------------------------------------------- ------------------ ----------------- ------------------ ------------------
First Mortgage Bonds and Debt Securities $400,000,000 $105,600
========================================= =========================== =============================
Common Stock, without par value 591,292 Shares $20.84375 $12,324,743 $3,082
Preferred Share Purchase Rights 591,292 Rights (2) -- -- -- (3)
================================== ================== ================= ================== ==================
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o)457(c) under the Securities Act of 1933 as amended.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 January 18, 2001.
(2) The preferred share purchase rights are attached to and will trade with the
common stock. The value attributable to the preferred share purchase
rights, if any, is reflected in the market price of the common stock.
(3) Since no separate consideration is paid for the preferred share purchase
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 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
================================================================================
SUBJECT TO COMPLETION, DATED JANUARY 25, 2001
PROSPECTUS
ALLETE
591,292 SHARES OF COMMON STOCK
(WITHOUT PAR VALUE)
--------------------
The shares of common stock, together with attached preferred share purchase
rights (collectively, "common stock"), of ALLETE offered hereby will be sold
from time to time by the selling shareholders identified in this prospectus in
brokers' transactions at prices prevailing at the time of sale or as otherwise
described in "Plan of Distribution." ALLETE will not receive any of the proceeds
from the sale of these shares of common stock. Expenses in connection with the
registration of these shares of common stock under the Securities Act of 1933,
including legal and accounting fees of ALLETE, will be paid by ALLETE.
These shares of common stock were acquired by the selling shareholders from
ALLETE in a private placement transaction. This prospectus has been prepared for
the purpose of registering these shares of common stock under the Securities Act
of 1933 to allow future sales by the selling shareholders to the public without
restriction. To the knowledge of ALLETE, the selling shareholders have made no
arrangement with any brokerage firm for the sale of these shares of common
stock. The selling shareholders may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933. Any commissions received by a broker or
dealer in connection with resales of these shares of common stock may be deemed
to be underwriting commissions or discounts under the Securities Act of 1933.
ALLETE's common stock is listed on the New York Stock Exchange and trades
under the symbol "ALE." The last reported sale price on the New York Stock
Exchange on January 24, 2001 was $21-7/8.
These shares of common stock 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 these shares of common stock 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.
ALLETE's principal executive offices are located at 30 West Superior
Street, Duluth, Minnesota 55802-2093, telephone number (218) 279-5000.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
, 2001
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The information in this prospectus is not complete and may be changed. Minnesota
Power, Inc.The
selling shareholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any jurisdiction where the offer or sale is not
permitted.
SUBJECT TO COMPLETION, DATED JULY 20, 2000
PROSPECTUS
$400,000,000
MINNESOTA POWER, INC.
FIRST MORTGAGE BONDS
AND
DEBT SECURITIES
--------------------
Minnesota Power, Inc. intends to offer from time to time not to exceed
$400,000,000 aggregate principal amount of its first mortgage bonds and debt
securities. The first mortgage bonds will be secured by a mortgage that
constitutes a first mortgage lien on substantially all of the property of
Minnesota Power, Inc. The debt securities will be unsecured and will consist of
debentures, notes or other unsecured evidence of indebtedness. Minnesota Power,
Inc. will refer to the first mortgage bonds and the debt securities in this
prospectus collectively as the "Securities."
The Securities will be offered on terms to be decided at the time of sale.
Minnesota Power, Inc. will provide specific terms of the Securities, including
their offering prices, interest rates and maturities, in supplements to this
prospectus. The supplements may also add, update or change information contained
in this prospectus. You should read this prospectus and any supplement carefully
before you invest.
Minnesota Power, Inc. may offer these Securities directly or through
underwriters, agents or dealers. The supplements to this prospectus will
describe the terms of any particular plan of distribution, including any
underwriting arrangements. The "Plan of Distribution" section on page 17 of this
prospectus also provides more information on this topic.
Minnesota Power, Inc.'s principal executive offices are located at 30 West
Superior Street, Duluth, Minnesota 55802-2093, telephone number (218) 722-2641.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
, 2000
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TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION............................................1INFORMATION...........................................3
INCORPORATION BY REFERENCE.....................................................1REFERENCE....................................................3
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995....................................................................1
MINNESOTA POWER, INC...........................................................31995............................................3
ALLETE........................................................................5
SELLING SHAREHOLDERS..........................................................7
DESCRIPTION OF COMMON STOCK...................................................8
USE OF PROCEEDS................................................................5
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES................................5
DESCRIPTION OF FIRST MORTGAGE BONDS............................................6
DESCRIPTION OF DEBT SECURITIES................................................10PROCEEDS..............................................................11
PLAN OF DISTRIBUTION..........................................................17
EXPERTS.......................................................................18DISTRIBUTION.........................................................11
EXPERTS......................................................................12
LEGAL OPINIONS................................................................19OPINIONS...............................................................13
2
WHERE YOU CAN FIND MORE INFORMATION
Minnesota Power, Inc. ("Minnesota Power")ALLETE files annual, quarterly and other reports and other information with
the Securities and Exchange Commission ("SEC"). You can read and copy any
information filed by Minnesota PowerALLETE with the SEC at the SEC's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. You can obtain additional
information about the Public Reference Room by calling the SEC at
1-800-SEC-0330.
In addition, the SEC maintains an Internet site (http://www.sec.gov) that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC, including Minnesota
Power. Minnesota PowerALLETE.
ALLETE also maintains an Internet site (http://www.mnpower.com)www.allete.com). Information
contained on Minnesota Power'sALLETE's Internet site does not constitute part of this prospectus.
INCORPORATION BY REFERENCE
The SEC allows Minnesota PowerALLETE to "incorporate by reference" the information that
Minnesota PowerALLETE files with the SEC, which means that Minnesota
PowerALLETE may, in this prospectus,
disclose important information to you by referring you to those documents. The
information incorporated by reference is an important part of this prospectus.
Minnesota PowerALLETE is incorporating by reference the documents listed below and any future
filings Minnesota PowerALLETE makes with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, until Minnesota Power sells all of the Securities
described in this prospectus.offering is terminated.
Information that Minnesota PowerALLETE files in the future with the SEC will automatically
update and supersede this information.
(1) Minnesota Power'sALLETE's Annual Report on Form 10-K for the year ended December 31,
1999.
(2) Minnesota Power'sALLETE's Quarterly Report on Form 10-Q for the quarterquarters ended March
31, 2000, June 30, 2000 and September 30, 2000.
(3) Minnesota Power'sALLETE's Current Reports on Form 8-K filed with the SEC on June 20,
2000, June 28, 2000, and July 19, 2000.2000, August 8, 2000, October 10, 2000,
October 18, 2000 and January 19, 2001.
You may request a copy of these documents, at no cost to you, by writing or
calling Shareholder Services, Minnesota Power, Inc.,ALLETE, 30 West Superior Street, Duluth, Minnesota
55802-2093, telephone number (218) 723-3974 or (800) 535-3056.
You should rely only on the information contained in, or incorporated by
reference in, this prospectus and theany prospectus supplement. Minnesota PowerALLETE has not, and
any underwriters, agents or dealers have not, authorized anyone else to provide
you with different information. Minnesota Power is not, and any
underwriters, agents or dealers are not, making an offer of these Securities in
any state where the offer is not permitted. You should not assume that the information
contained in this prospectus and theany prospectus supplement is accurate as of any
date other than the date on the front of those documents.
SAFE HARBOR STATEMENT UNDER
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, Minnesota PowerALLETE is hereby filing cautionary statements
identifying important factors that could cause Minnesota Power'sALLETE's actual results to differ
materially from those projected in forward-looking statements (as that term is
defined in the Private Securities Litigation Reform Act of 1995) made by or on
behalf of Minnesota PowerALLETE which are made in this prospectus or any supplement to this
prospectus, in presentations, in response to questions or otherwise. Any
statements that express, or involve discussions as to, expectations, beliefs,
plans, objectives, assumptions or future events or performance (often, but not
always, through the use of words or phrases such as "anticipates," "believes,"
"estimates," "expects," "intends," "plans," "projects," "will likely," "result,"
"will continue" or similar expressions) are not statements of historical facts
and may be forward-looking.
Forward-looking statements involve estimates, assumptions and uncertainties
and are qualified in their entirety by reference to, and are accompanied by, the
following important factors, which are difficult to predict, contain
3
uncertainties, are beyond the control of Minnesota PowerALLETE and may cause actual results to
differ materially from those contained in those forward-looking statements:
o prevailing governmental policies and regulatory actions, including
those of the United States Congress, state legislatures, the Federal
Energy Regulatory Commission, the Minnesota Public Utilities
Commission, the Florida Public Service Commission, the North Carolina
Utilities Commission and the Public Service Commission of Wisconsin
and various county regulators, with respect to allowed rates of
return, industry and rate structure, acquisition and disposal of
assets and facilities, operation and construction of plant facilities,
recovery of purchased power, and present or prospective wholesale and
retail competition (including but not limited to retail wheeling and
transmission costs);
o economic and geographic factors, including political and economic
risks;
o changes in and compliance with environmental and safety laws and
policies;
o weather conditions;
o population growth rates and demographic patterns;
o competition for retail and wholesale customers;
o pricing and transportation of commodities;
o market demand, including structural market changes;
o changes in tax rates or policies or in rates of inflation;
o changes in project costs;
o unanticipated changes in operating expenses and capital expenditures;
o capital market conditions;
o competition for new energy development opportunities; and
o legal and administrative proceedings (whether civil or criminal) and
settlements that influence the business and profitability of Minnesota
Power.ALLETE.
Any forward-looking statement speaks only as of the date on which that
statement is made, and Minnesota PowerALLETE undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which that statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time and it is not possible for
management to predict all of those factors, nor can it assess the impact of each
of those factors on the businessbusinesses of ALLETE or the extent to which any factor,
or combination of factors, may cause actual results to differ materially from
those contained in any forward-looking statement.
24
MINNESOTA POWER, INC.
Minnesota Power, a multi-services companyALLETE
ALLETE has been incorporated under the laws of the State of Minnesota in 1906, has operations insince
1906. Before September 1, 2000 ALLETE did business under the name Minnesota
Power, Inc. ALLETE is a multi-services company with four business segments:
(1) ElectricEnergy Services, which include electric and gas services, coal mining
and telecommunications;
(2) Automotive Services, which include a network of wholesale and salvage
vehicle auctions, a finance company an auto transport company, aand several subsidiaries that are
integral parts of the vehicle remarketing
company and a company that provides field information services;redistribution business;
(3) Water Services, which include water and wastewater services; and
(4) Investments, which include real estate operations, investments in
emerging technologies related to the electric utility industry and a
securities portfolio, intermediate-term
investments and real estate operations.portfolio.
(UNAUDITED)
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31,
JUNE 30,
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1997 1998 1999 1999 2000
---- ---- ----
---- ----
BASIC AND
DILUTED EARNINGS PER SHARE OF COMMON STOCK
Before Capital Re and ACE Transactions $ 1.24Transactions..... $ 1.35 $ 1.49 $ 0.67 $ 0.911.67
Capital Re and ACE Transactions (a). -........ - (0.52) (0.35) 0.44
---------- --------- --------- ---------- ----------
Total............................ $ 1.24------ ------ ------
Total.................................... $ 1.35 $ 0.97 $ 0.32 $ 1.35
========== ========= ========= ========== ==========2.11
====== ====== ======
NET INCOME
Electric Services................... $ 43.1Energy Services............................ $ 47.4 $ 45.0 $ 19.6 $ 20.043.1
Automotive Services................. 14.0Services........................ 25.5 39.9 21.6 26.648.5
Water Services...................... 8.2Services............................. 7.5 12.2 5.7 6.5
Investments......................... 32.113.1
Investments................................ 29.6 26.8 9.3 21.729.3
Corporate Charges................... (19.8)Charges.......................... (21.5) (19.7) (9.3) (10.6)
---------- --------- --------- ---------- ----------(15.8)
------ ------ ------
Net Income before Capital Re and ACE
77.6Transactions........................... 88.5 104.2 46.9 64.2
Transactions.....................118.2
Capital Re and ACE Transactions (a). -........ - (36.2) (24.1) 30.4
---------- --------- --------- ---------- ----------
$ 77.6------ ------ ------
$ 88.5 $ 68.0 $ 22.8 $ 94.6
========== ========= ========= ========== ==========$148.6
====== ====== ======
- ----------
(a) In May 2000 Minnesota PowerALLETE sold its investment in ACE Limited ("ACE")(ACE) common stock,
which resulted in an after-tax gain of $30.4 million, or $0.44 per share.
The ACE shares were received in December 1999 upon completion of ACE's
merger with Capital Re Corporation ("Capital Re")(Capital Re). During 1999 Minnesota PowerALLETE
recorded an aggregate $36.2 million, or $0.52 per share, after-tax non-cash
charge in connection with the valuation and exchange of its investment in
Capital Re stock for the ACE shares,
including a $24.1 million, or $0.35 per share charge in the second quarter.
ELECTRICshares.
ENERGY SERVICES
ElectricThe Energy Services generate, transmit, distributesegment, which includes Minnesota Power, primarily
generates, transmits, distributes and marketmarkets electricity. In addition, ElectricEnergy
Services include coal mining telecommunications,
engineering, operating and maintenance services, and economic development
projectstelecommunications in and near Minnesota
Power's electric utility service area. As of June 30,December 31, 2000, Minnesota Power
was supplyingsupplied retail electric service to 130,000 customers in 153 cities, towns and communities, and outlying rural areas of northeastern Minnesota. Minnesota Power's wholly owned subsidiary,
Superior Water, Light and Power Company, was providinga wholly owned subsidiary, provided
electric, natural gas, and water services to 14,000 electric customers, 11,000
natural gas customers and 10,000 water customers in northwestern Wisconsin as of
June 30,December 31, 2000. Split Rock Energy LLC, formed as an alliance between
Minnesota Power and Great River Energy, combines power supply capabilities and
customer loads to share market and supply risks and to optimize power trading
opportunities. Split Rock contracts for exclusive services from MPEX, Minnesota
Power's power marketing division.
BNI Coal, Ltd., another wholly owned subsidiary, of Minnesota Power, owns and operates a
lignite mine in North Dakota. Two electric generating cooperatives, Minnkota
Power Cooperative, Inc. and Square Butte Electric Cooperative, presently consume
virtually all of BNI Coal's production of lignite coal under cost-plus coal
supply agreements extending to 2027. Under an agreement with Square Butte,
Minnesota Power purchases approximately 71 percent 3
of the output from the Square
Butte unit which is capable of generating up to 455 MW.megawatts. Minnkota Power
has an option to extend its coal supply agreement to 2042.
5
Other wholly owned subsidiaries of Minnesota Power within the ElectricEnergy Services business segment include:
o Electric Outlet, Inc., doing business as Electric Odyssey, which is a
retail, catalog and e-commerce merchandiser that sells unique products
for the home, office and travel;
o Minnesota Power Telecom, Inc., which provides high capacityreliability fiber
optic based communication services to businesses and communities
across Minnesota and in Wisconsin; and
o Rainy River Energy Corporation, which holds ownership anda power purchase positionsposition
in wholesale merchant generation as well as provides
engineering, operating and maintenance services to new and existing
generating facilities; and
o Upper Minnesota Properties, Inc., which has invested in affordable
housing projects located in Minnesota Power's service territory.is developing a wholesale
merchant generation facility.
Minnesota Power has large power contracts to sell power to eleven12 industrial
customers, (five taconite producers, four paper and pulp mills, and
two pipeline companies) each requiring 10 megawatts or more of generating capacity. These
contracts require the payment of minimum monthly demand charges that cover the
fixed costs associated with having capacity available to serve each of these
customers, including a return on common equity. Each contract continues past the
contract termination date unless the required four-year advance notice of
cancellation has been given.
AUTOMOTIVE SERVICES
Automotive Services includesinclude several subsidiaries which are integral parts
of the vehicle redistribution business.
ADESA Corporation, a wholly owned subsidiary, of Minnesota Power, is the second largest vehicle
auction network in North America. Headquartered in Indianapolis, Indiana, ADESA
owns, or leases, and operates 4554 vehicle auction facilities in the United States
and Canada through which used cars and other vehicles are sold to franchised
automobile dealers and licensed used car dealers. Sellers at ADESA's auctions
include domestic and foreign auto manufacturers, car dealers, automobile
fleet/lease companies, banks and finance companies. Other subsidiaries of Minnesota Power withinADESA also owns 21 vehicle
auctions in the Automotive Services
business segment include:
oUnited States and Canada that provide "total loss" vehicle
recovery services to insurance companies.
Automotive Finance Corporation, whichanother wholly owned subsidiary, provides
inventory financing for wholesale and retail automobile dealers who purchase
vehicles from ADESA auctions, independent auctions, other auction chains and
other outside sources;sources.
Other subsidiaries within the Automotive Services business segment include:
o Great Rigs Incorporated, which is one of the nation's largest
independent used automobile transport carriers with over 150140
automotive carriers, the majority of which are leased;
o PAR, Inc., doing business as PAR North America, which provides
customized vehicle remarketing services to various fleet operations; and
o AutoVIN, Inc., 90 percent owned, which provides professional field
information service to the automotive industry includingand the industry's
secured lenders. Services provided include vehicle condition
reporting, inventory verification auditing, program compliance
auditing and facility inspection.inspection; and
o ADESA Importation Services, Inc., which is the nation's second largest
registered, independent commercial importer of vehicles.
WATER SERVICES
Water Services include Florida Water Services Corporation, Heater
Utilities, Inc., Instrumentation Services, Inc., Vibration Correction Services,
Inc., and Americas' Water Service
Corporation and Georgia Water Services Corporation, each a wholly owned
subsidiary of
Minnesota Power.subsidiary. Florida Water, the largest investor owned water supplier in Florida,
owns and operates water and wastewater treatment facilities within that state.
As of June 30,December 31, 2000, Florida Water served 148,000152,000 water customers and 4
72,00073,000
wastewater customers, and maintained 151157 water and wastewater facilities
6
throughout Florida. As of June 30,December 31, 2000, Heater Utilities, which provides
water and wastewater treatment services in North Carolina, served 43,00044,000 water
customers and 5,000 wastewater treatment customers. Instrumentation Services
and
Vibration Correction Services provideprovides predictive maintenance and instrumentation consulting services to water
and wastewater utilities throughoutin the southeastern part of the United States as well as Texas and
Minnesota. Americas' Water ServiceServices offers contract management, operations and
maintenance services for water and wastewater treatment facilities to
governments and industries.
INVESTMENTS
Investments consist of real estate operations, investments in emerging
technologies related to the electric utility industry and an actively traded
securities portfolio,
intermediate-term investments andportfolio. Through subsidiaries, ALLETE owns Florida real estate
operations.operations at Cape Coral and Lehigh Acres adjacent to Ft. Myers, at Palm Coast
in northeast Florida and at Sugarmill Woods in Citrus County. Since 1985, ALLETE
has invested $38.6 million in start-up companies that are developing
technologies that may be used by the electric utility industry. As of June 30,December
31, 2000, Minnesota PowerALLETE had approximately $113.7$103 million invested in a trading and
available-for-sale securities portfolio.
Since 1985 Minnesota Power has invested
$27.9 million in venture capital funds that seek long-term capital appreciationSELLING SHAREHOLDERS
The following table lists the selling shareholders, the number of shares of
common stock of ALLETE beneficially owned by making investments in companies developing advanced technologiesthe selling shareholders as of the
date of this prospectus, the number of shares of common stock to be usedoffered and
the number of outstanding shares of common stock to be owned after the sale. The
shares were issued by ALLETE and delivered to the electric utility industry. In addition, through subsidiaries, Minnesota
Power owns Cape Coral Holdings,selling shareholders in
connection with the merger of ComSearch, Inc. ("ComSearch") and 80 percentAA Salvage
Company, a wholly-owned subsidiary of Lehigh Acquisition
Corporation, real estate companies that own various real estate properties and
operations in Florida.
USE OF PROCEEDS
Unless otherwise stated in the prospectus supplement, Minnesota Power will
add the net proceeds from sales of the Securities to its general funds.
Minnesota Power uses its general funds for general corporate purposes,
including, without limitation, acquisitions made by or on behalf of Minnesota
Power or its subsidiaries, to repay short-term borrowings and to redeem or
repurchase outstanding long-term debt obligations. Minnesota Power will
temporarily invest any proceeds that it does not need to use immediately in
short-term instruments.
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
Minnesota Power has calculated ratios of earnings to fixed charges as
follows:
YEAR ENDED DECEMBER 31,
------------------------------------------
SIX MONTHS ENDED
----------------
1995 1996 1997 1998 1999 JUNE 30, 2000
---- ---- ---- ---- ---- -------------
1.90 2.12 2.46 2.65 2.76 4.89
Minnesota Power has calculated supplemental ratios of earnings to fixed
charges as follows:
YEAR ENDED DECEMBER 31,
------------------------------------------
SIX MONTHS ENDED
----------------
1995 1996 1997 1998 1999 JUNE 30, 2000
---- ---- ---- ---- ---- -------------
1.73 1.93 2.26 2.39 2.45 4.28
The supplemental ratio of earnings to fixed charges includes Minnesota
Power's obligation under a contract with Square Butte which extends through
2027,ALLETE, pursuant to which Minnesota Poweran Agreement and Plan
of Merger, dated as January 10, 2001 (the "Merger Agreement"), by and among
ALLETE, AA Salvage Company, ComSearch and the shareholders of ComSearch.
Shares to be
Shares Owned Shares to be Owned After
Selling Shareholders (1) Prior to Offering (2) Offered Hereby (3) Offering (4)
- -------------------------- ----------------------- -------------------- ----------------
Robert P. Lyons 258,729 (5) 258,729 (5) 0
Joseph W. Lyons 76,401 (6) 76,401 (6) 0
John E. Lyons 35,884 (7) 35,884 (7) 0
S. Dennis Lyons 30,820 (8) 30,820 (8) 0
Mary McLaughlin 30,820 (9) 30,820 (9) 0
James A. DelBonis 76,401 (10) 76,401 (10) 0
Auto Placement Rhode
Island Associates, LLC 82,237 (11) 82,237 (11) 0
- ----------------------
(1) Robert. P. Lyons is entitled to approximately 71the President, Chief Executive Officer and a Director
of ComSearch, John E. Lyons is the Vice President - Operations of
ComSearch, and James A. DelBonis is the Chief Operating Officer of
ComSearch. Robert P. Lyons and John E. Lyons are the equal owners of Auto
Placement Rhode Island Associates, LLC.
(2) As of January 18, 2001, the selling shareholders held less than one percent
of the outputCompany's then outstanding Common Stock.
(3) As of January 18, 2001 the selling shareholders represented to ALLETE that
they were acquiring these shares of common stock for their own account for
investment and not with a 455-megawatt coal-fired generating unit. Minnesota Power is
obligated to pay its pro rata shareview toward resale or distribution.
(4) Assumes the sale of Square Butte's costs based on output
entitlement from the unit. Minnesota Power's payment obligation is suspended if
Square Butte fails to deliver any power, whether produced or purchased, for a
period of one year. Square Butte's fixed costs consist primarily of debt
5
service. Variable operating costs include the price of coal purchased from BNI
Coal under a long-term contract.
DESCRIPTION OF FIRST MORTGAGE BONDS
General. The first mortgage bonds are to be issued under Minnesota Power's
Mortgage and Deed of Trust, dated as of September 1, 1945, with Irving Trust
Company (now The Bank of New York) and Richard H. West (Douglas J. MacInnes,
successor), as mortgage trustees ("Mortgage Trustee" or "Mortgage Trustees"), as
supplemented by twenty supplemental indentures (herein collectively referred to
as the "Mortgage"), all of which are exhibits to the registration statement. The
statements herein with respect to the first mortgage bonds offeredthese shares of common stock covered by this
prospectus and that no additional shares are acquired by the Mortgageselling
shareholders.
(5) Includes 25,830 shares of common stock registered in the name of Bank One
Trust Company, N.A., as escrow agent ("Escrow Agent"), pursuant to an
escrow agreement ("Escrow Agreement") executed in connection with the
Merger Agreement.
(6) Includes 7,597 shares of common stock registered in the name of the Escrow
Agent, pursuant to the Escrow Agreement.
7
(7) Includes 3,545 shares of common stock registered in the name of the Escrow
Agent, pursuant to the Escrow Agreement.
(8) Includes 3,039 shares of common stock registered in the name of the Escrow
Agent, pursuant to the Escrow Agreement.
(9) Includes 3,039 shares of common stock registered in the name of the Escrow
Agent, pursuant to the Escrow Agreement.
(10) Includes 7,597 shares of common stock registered in the name of the Escrow
Agent, pursuant to the Escrow Agreement.
(11) Includes 8,224 shares of common stock registered in the name of the Escrow
Agent, pursuant to the Escrow Agreement.
The escrowed shares of common stock described above will be held by the
Escrow Agent until certain conditions in the Escrow Agreement are merely an outline and dosatisfied. To
the extent that the Escrow Agent is directed to sell some or all of these
shares, the sale proceeds will be held by the Escrow Agent until the escrow
release conditions are satisfied.
DESCRIPTION OF COMMON STOCK
General. The following statements describing our common stock are not
purportintended to be complete.a complete description. They make use of terms defined in the Mortgage and are qualified in their entirety by
express reference to our Articles of Incorporation and Mortgage and Deed of Trust. We
also refer you to the cited articles and sectionslaws of the Mortgage. All first mortgage bonds issued or to be issued under the Mortgage,
including the first mortgage bonds offered by this prospectus, are referred to
herein as "First Mortgage Bonds."
Reference is made to a prospectus supplement relating to each seriesState of First Mortgage Bonds offered by this prospectus forMinnesota.
We have the following specific termsauthorized capital stock by our Articles of
that series, among others:
o the designationIncorporation: 130,000,000 shares of the seriescommon stock, without par value, and
3,616,000 shares of First Mortgage Bonds and aggregate
principal amountpreferred stock. As of the First Mortgage Bonds;
o the percentage or percentages of their principal amount at which the
series will be issued;
o the date or dates on which the series will mature;
o the rate or rates at which the series will bear interest;
o the times at which such interest will be payable; and
o redemption terms or other specific terms.
Form and Exchanges. The First Mortgage Bonds offered by this prospectus
will be issued in definitive fully registered form without coupons in
denominations of $1,000 and multiples thereof and will be transferable and
exchangeable without charge (except for stamp taxes, if any, or other
governmental charges) at The Bank of New York, in The City of New York.
Interest, Maturity and Payment. Reference is made to the prospectus
supplement for the interest rate or rates of the First Mortgage Bonds offered by
this prospectus and the dates on which such interest is payable. Principal and
interest are payable at The Bank of New York, in The City of New York.
Redemption and Purchase of First Mortgage Bonds. The First Mortgage Bonds
may be redeemable mandatorily or at the option of Minnesota Power upon 30 days
notice at predetermined prices. If the First Mortgage Bonds are redeemable,
Minnesota Power may use certain deposited cash and/or proceeds of released
property to effect the redemption. Reference is made to the prospectus
supplement for the redemption terms of the First Mortgage Bonds offered by this
prospectus.
If at the time notice of redemption is given the redemption moneys are not
on deposit with The Bank of New York, as Mortgage Trustee, the redemption may be
made subject to their receipt before the date fixed for redemption.
Cash deposited under any provisions of the Mortgage (with certain
exceptions) may generally be applied to the purchase of First Mortgage Bonds of
any series. (See Mortgage, Article X.)
6
Sinking or Improvement Fund. Reference is made to the prospectus supplement
concerning whether or not the First Mortgage Bonds offered by this prospectus
are entitled to the benefit of a sinking or improvement fund or other provision
for amortization prior to maturity. None of the currently outstanding First
Mortgage Bonds has sinking fund or improvement fund provisions.
Replacement Fund. The First Mortgage Bonds offered by this prospectus are
not entitled to the benefit of any replacement fund.
Special Provisions for Retirement of First Mortgage Bonds. If, during any
12 month period, mortgaged property is disposed of by order of or to any
governmental authority resulting in the receipt of $5 million or more as
proceeds, Minnesota Power (subject to certain conditions) must apply such
proceeds, less certain deductions, to the retirement of First Mortgage Bonds.
(See Mortgage, Section 64.) Reference is made to the prospectus supplement for
information concerning whether the First Mortgage Bonds offered by this
prospectus are redeemable for this purpose and, if so, at what redemption
prices.
Security. The First Mortgage Bonds offered by this prospectus and any other
First Mortgage Bonds now or hereafter issued under the Mortgage will be secured
by the Mortgage, which constitutes, in the opinion of General Counsel for
Minnesota Power, a first lien on all of the electric generating plants and other
materially important physical properties of Minnesota Power and substantially
all other properties described in the Mortgage as owned by Minnesota Power,
subject to
o leases of minor portions of Minnesota Power's property to others for
uses which, in the opinion of such counsel, do not interfere with
Minnesota Power's business,
o leases of certain property of Minnesota Power not used in its electric
utility business, and
o excepted encumbrances, minor defects and irregularities,
but such counsel has not examined title to or passed upon title to reservoir
lands, easements or rights of way, any property not costing in excess of
$25,000, or lands or rights held for flowage, flooding or seepage purposes, or
riparian rights. There are excepted from the lien:
o cash and securities;
o merchandise, equipment, materials or supplies held for sale or other
disposition;
o aircraft, automobiles and other vehicles, and materials and supplies
for repairing and replacing the same;
o timber, minerals, mineral rights and royalties; and
o receivables, contracts, leases and operating agreements.
The Mortgage contains provisions that impose the lien of the Mortgage on
property acquired by Minnesota Power after the date of the Mortgage, other than
the excepted property, subjectthis prospectus,
75,335,983 shares of common stock were issued and outstanding and no shares of
preferred stock were issued and outstanding.
Dividend Rights. Our common stock is entitled to pre-existing liens. However, if Minnesota
Power consolidates or merges with or conveys or transfers all or substantially
alldividends only after we
have provided for dividends and any sinking fund requirements on any issued and
outstanding preferred stock.
Our Articles of the mortgaged property to another corporation, the lien created by the
Mortgage will generally not cover the property of the successor company, other
than the property it acquires from Minnesota Power and improvements,
replacements and additions to that property. (See Mortgage, Section 87.)
The Mortgage provides that the Mortgage Trustees shall have a lien upon the
mortgaged property, prior to the First Mortgage Bonds,Incorporation contain provisions which would restrict net
income available for the payment of their
reasonable compensation, expensescash dividends on outstanding common stock
in the event that shares of ALLETE's preferred stock were outstanding and
disbursementscertain common stock equity capitalization ratios were not met.
Voting Rights (Non-Cumulative Voting). Holders of our common stock are
entitled to receive notice of and for indemnity against
certain liabilities. (See Mortgage, Section 96.)
7
No stocks or propertiesto vote at any meeting of subsidiaries are subject to the Mortgage.
Issuanceour shareholders.
Each share of Additional First Mortgage Bonds. The maximum principal amount
of First Mortgage Bonds which may be issued under the Mortgage is not limited.
First Mortgage Bondsour common stock, as well as each share of any series may beof our issued from timeand
outstanding preferred stock, is entitled to time onone vote. Since the basis
of:
(1) 60 percentholders of property additions after adjustments to offset
retirements;
(2) retirementthese
shares do not have cumulative voting rights, the holders of First Mortgage Bonds or qualified lien bonds; and
(3) deposit of cash.
With certain exceptions in the case of (2) above, the issuance of First
Mortgage Bonds requires adjusted net earnings before income taxes for 12 out of
the preceding 15 months of at least twice the annual interest requirements on
all First Mortgage Bonds at the time outstanding, including the additional
issue, and on all indebtedness of prior rank. Such adjusted net earnings are
computed after provision for retirement and depreciation of property equal to
$750,000 plus, for each of the 12 calendar months selected for the net earnings
test, 1/12th of 2more than 50 percent
of the net additions to depreciable mortgaged property
made after June 30, 1945 and prior to the beginning of the calendar year within
whichshares voting can elect all our directors. If that calendar month is included. It is expected that the First Mortgage
Bonds offered by this prospectus will be issued upon the basis of the retirement
of First Mortgage Bonds or property additions.
Property additions generally include electric, gas, steam or hot water
property acquired after June 30, 1945, but may not include securities, aircraft,
automobiles or other vehicles, or property used principally for the production
or gathering of natural gas. There was available, as of June 30, 2000, unfunded
net property additions of approximately $77 million.
Minnesota Power has the right to amend the Mortgage without any consent or
other action by holders of any series of First Mortgage Bonds, includinghappens, the holders
of First Mortgage Bonds offered by this prospectus, so as to include
nuclear fuel as well as similar or analogous devices or substances as property
additions.
The Mortgage contains certain restrictions upon the issuanceremaining shares voting (less than 50 percent) cannot elect any
directors. In addition, whenever dividends on any of First
Mortgage Bonds against property subject to liens and upon the increase ofour preferred stock are in
default in the amount of such liens. (See Mortgage, Sections 4-8, 20-30,four quarterly payments, and 46; Fifth
Supplemental, Section 2.)
Release and Substitution of Property. Property may be released uponuntil all the basis of:
(1) deposit of cash or, to a limited extent, purchase money mortgages;
(2) property additions, after adjustmentsdividends in
certain cases to offset
retirement and after making adjustments for qualified lien bonds
outstanding against property additions; and/or
(3) waiver of the right to issue First Mortgage Bonds without applying any
earnings test.
Cash may be withdrawn upon the bases stated in (2) and (3) above.
When property released is not funded property, property additions used to
effect the release may again, in certain cases, become available as credits
under the Mortgage, and the waiver of the right to issue First Mortgage Bonds to
effect the release may, in certain cases, cease to be effective as such a
waiver. Similar provisionsdefault are in effect as to cash proceeds of such property.
The Mortgage contains special provisions with respect to qualified lien bonds
pledged, and disposition of moneys received on pledged prior lien bonds. (See
Mortgage, Sections 5, 31, 32, 37, 46-50, 59-63, 100 and 118.)
Dividend Covenant. Minnesota Power covenants that it will not declare or
pay dividends, other than dividends payable in common stock, on or make any
other distributions on or acquire, unless without cost to it, any of its common
stock unless
8
o the provisions for depreciation and retirement of property during the
period beginning September 1, 1945 to the date of the proposed
payment, distribution or acquisition, plus
o earned surplus of Minnesota Power, including current net income
available to be transferred to earned surplus, remaining:
(1) after such payment, distribution or acquisition; and
(2) after deducting any remainder of the amount of earned surplus of
Minnesota Power as of August 31, 1945, after deducting from such
amount the charges to earned surplus subsequent to August 31,
1945, other than charges occasioned by dividends (other than
dividends payable in common stock) on its common stock or
occasioned by other distributions on or acquisitions of its
common stock and other than charges to earned surplus with
corresponding credits to reserve for depreciation and retirement
of property;
shall be at least equal to
o $1,000,000 plus, for each calendar year 1947 through 1996, $750,000
plus 2 percent of net additions to depreciable mortgaged property made
after June 30, 1945 through that calendar year. (See Mortgage, Section
39.) None of Minnesota Power's retained earnings as of June 30, 2000
were restricted as a result of such provisions.
Modification of the Mortgage. The rights of bondholders may be modified
with the consent ofpaid, the holders of 70 percent of the First Mortgage Bonds and,
if less than all series of First Mortgage Bondsour preferred stock are affected, the consent also
of the holders of 70 percent of the First Mortgage Bonds of each series
affected. Minnesota Power has reserved the right without any consent or other
action by the holders of any series of First Mortgage Bonds, including the
holders of First Mortgage Bonds offered by this prospectus,entitled, as one class,
to amend the
Mortgage so as to substitute 66-2/3 percent for 70 percent in the foregoing
provisions. In general, no modification of the terms of payment of principal and
interest, no modification of the obligations of Minnesota Power under Section 64
and no modification affecting the lien or reducing the percentage required for
modification, is effective against any bondholder without his consent. (See
Mortgage, Article XIX; Fifth Supplemental, Section 3.)
Defaults and Notice Thereof. Defaults are defined as being:
o default in payment of principal;
o default for 60 days in payment of interest or of installments of funds
for retirement of First Mortgage Bonds;
o certain defaults with respect to qualified lien bonds and certain
events in bankruptcy, insolvency or reorganization; and
o default of 90 days after notice in other covenants. (See Mortgage,
Section 65.)
The Mortgage Trustees may withhold notice of default, except in payment of
principal, interest or funds for retirement of First Mortgage Bonds, if they
think it is in the interest of the bondholders. (See Mortgage, Section 66.)
Under the Trust Indenture Act of 1939, Minnesota Power is required to provide to
the Mortgage Trustees an annual statement by an appropriate officer as to
Minnesota Power's compliance with all conditions and covenants under the
Mortgage.
The Bank of New York, as Mortgage Trustee, or the holders of 25 percent of
the First Mortgage Bonds may declare the principal and interest due on default,
but a majority may annul such declaration if the default has been cured. (See
Mortgage, Section 67.) No holder of First Mortgage Bonds may enforce the lien of
the Mortgage without giving the Mortgage Trustees written notice of a default
and unless holders of 25 percent of the First Mortgage Bonds have requested the
Trustees to act and offered them reasonable opportunity to act and indemnity
9
satisfactory to the Mortgage Trustees and they shall have failed to act. (See
Mortgage, Section 80.) The holders ofelect a majority of the First Mortgage Bondsdirectors. Our common stock, as one class, would then
elect the minority.
Our Articles of Incorporation include detailed procedures and other
provisions relating to these rights and their termination, including:
o Quorums;
o Terms of directors elected;
o Vacancies;
o Class voting;
o Meetings; and
8
o Adjournments.
Our Articles of Incorporation contain provisions that make it difficult to
obtain control of ALLETE through transactions not having the approval of our
Board of Directors. These provisions include:
o a provision requiring the affirmative vote of 75 percent of the
outstanding shares of all classes of our capital stock, present and
entitled to vote, in order to authorize certain mergers or
consolidations, or sales or leases of a significant amount of assets,
of ALLETE, and other significant transactions that may directhave an effect
on the time, methodcontrol of ALLETE. Any of those transactions are required to
meet certain "fair price" and place of conducting any proceedingsprocedural requirements. Neither a 75
percent shareholder vote nor "fair price" is required for any remedy
availableof those
transactions that have been approved by a majority of the
"Disinterested Directors," as that term is defined in our Articles of
Incorporation;
o a provision permitting a majority of the Disinterested Directors to
determine whether the above requirements have been satisfied; and
o a provision providing that some parts of our Articles of Incorporation
cannot be altered unless approved by 75 percent of the outstanding
shares of all classes of our capital stock, present and entitled to
vote, unless the alteration is recommended to the Mortgage Trustees,shareholders by a
majority of the Disinterested Directors. The parts of our Articles of
Incorporation that cannot be altered except as stated above include
some parts relating to:
- mergers or exercisingconsolidations, or sales or leases of a significant
amount of assets, of ALLETE, and other significant transactions
that may have an effect on the control of ALLETE; and
- the number, election, terms of office and removal of directors of
ALLETE and the way in which vacancies on the Board of Directors
are filled.
Liquidation Rights. After we have satisfied creditors and the preferential
liquidation rights of any trustof our outstanding preferred stock, the holders of our
common stock are entitled to share ratably in the distribution of all remaining
assets.
Miscellaneous. Holders of our common stock have no preemptive or power conferred
uponconversion
rights. Our common stock is listed on the Mortgage Trustees, but the Mortgage TrusteesNew York Stock Exchange. The transfer
agents and registrars for our common stock are Wells Fargo Bank, N.A. and
ALLETE.
Description of Preferred Share Purchase Rights. The following statements
describing our Preferred Share Purchase Rights (each a "Right") are not required to follow
such direction if not sufficiently indemnified for expenditures. (See Mortgage,
Section 71.)
DESCRIPTION OF DEBT SECURITIES
General. The following description sets forth certain general terms and
provisions of Minnesota Power's unsecured debt securities that Minnesota Power
may offer by this prospectus ("Debt Security" or "Debt Securities"). Minnesota
Power will describe the particular terms of the Debt Securities, and provisions
that vary from those described below, in one or more prospectus supplements.
The Debt Securities will be Minnesota Power's direct unsecured general
obligations. The Debt Securities will be senior debt securities. Minnesota Power
may issue the Debt Securities from time to time in one or more series. Minnesota
Power will issue the Debt Securities under one or more separate Indentures
("Indenture") between Minnesota Power and a trustee ("Indenture Trustee")intended
to be specifieda complete description. They are qualified in the prospectus supplement.
The following descriptions of the Debt Securities and the Indenture are
summaries and are qualifiedtheir entirety by reference
to the Indenture. The formRights Agreement, dated as of July 24, 1996 ("Rights Plan"), between
ALLETE and ALLETE's Corporate Secretary, as Rights Agent. We also refer you to
the laws of the Indenture is being filed asState of Minnesota.
In July 1996 our Board of Directors declared a dividend distribution of one
Right for each outstanding share of our common stock to shareholders of record
at the close of business on July 24, 1996 ("Record Date"). Our Board of
Directors also authorized the issuance of one Right for each share of our common
stock that becomes outstanding between the Record Date and July 23, 2006, or an
exhibit to the registration statement, and you
should read the Indenture for provisions that may be important to you.
References to certain sections of the Indenture are included in parentheses.
Whenever particular provisions or defined terms in the Indenture are referred to
under this "Description of Debt Securities," such provisions or defined terms
are incorporated by reference herein. The Indenture will be qualified under the
Trust Indenture Act of 1939. You should refer to the Trust Indenture Act of 1939
for provisions that apply to the Debt Securities.
The Debt Securities will rank equally with all of Minnesota Power's other
senior, unsecured and unsubordinated debt.
The prospectus supplement relating to any series of Debt Securities being
offered will include specific terms relating to that offering. These terms will
include any of the following terms that apply to that series:
o the title of the Debt Securities;
o the total principal amount of the Debt Securities;
o theearlier date or dates on which the principalRights are redeemed. Except as described below, each
Right, when exercisable, entitles the registered holder to purchase from us one
two-hundredth of a share of Junior Serial Preferred Stock A, without par value
("Serial Preferred"), at a price of $45 per one two-hundredth of a share (the
"Purchase Price"). The Purchase Price is subject to adjustment.
Initially no separate Right Certificates will be distributed. Until the
Distribution Date, our common stock certificates together with a copy of the
Debt SecuritiesSummary of Rights Plan are proof of the Rights. The Distribution Date is the
earlier to occur of:
o 10 days following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired,
or obtained the right to acquire, beneficial ownership of 15 percent
or more of the outstanding shares of our common stock (the "Stock
Acquisition Date"); or
9
o 15 business days following the commencement of (or a public
announcement of an intention to make) a tender or exchange offer where
a person or group would become the beneficial owner of 15 percent or
more of our outstanding shares of common stock. At any time before a
person becomes an Acquiring Person, our Board of Directors may extend
the 15-business day time period.
Until the Distribution Date (or the earlier redemption, expiration or
termination of the Rights), the Rights will be payable and how it will be paid;
o the ratetransferred only with our common
stock. The transfer of any certificates for our common stock, with or rates at which the Debt Securities will bear interest, or
how such rate or rates will be determined;
o the date or dates from which interest on the Debt Securities will
accrue, the interest payment dates on which interest will be paid, and
the record dates for interest payments;
o the percentage, if less than 100 percent,without a
copy of the principal amountSummary of Rights Plan, will also constitute the transfer of the
Debt Securities thatRights associated with those common stock certificates. As soon as practicable
following the Distribution Date, we will be payable ifmail separate certificates for the
maturity of the Debt
Securities is accelerated;
o any date or dates on which, and the price or prices at which, the Debt
Securities may be redeemed at the option of Minnesota Power and any
restrictions on such redemptions;
o any sinking fund or other provisions or options held byRights to holders of Debt Securities that would obligate Minnesota Power to repurchase or
otherwise redeem the Debt Securities;
10
o any changes or additions to the Eventsrecord of Default under the Indenture
or changes or additions to the covenants of Minnesota Power under the
Indenture;
o if the Debt Securities will be issued in denominations other than
$1,000;
o if payments on the Debt Securities may be made in a currency or
currencies other than United States dollars;
o any convertible feature or options regarding the Debt Securities;
o any rights or duties of another person to assume the obligations of
Minnesota Power with respect to the Debt Securities;
o any collateral, security, assurance or guarantee for the Debt
Securities;
o any rights to change or eliminate any provision of the Indenture or to
add any new provision to the Indenture without the consent of the
holders of the securities of such series; and
o any other terms of the Debt Securities not inconsistent with the terms
of the Indenture.
(See Indenture, Section 301.)
The Indenture does not limit the principal amount of Debt Securities that
may be issued. The Indenture allows Debt Securities to be issued up to the
principal amount that may be authorized by Minnesota Power.
Debt Securities may be sold at a discount below their principal amount.
United States federal income tax considerations applicable to Debt Securities
sold at an original issue discount may be described in the prospectus
supplement. In addition, certain United States federal income tax or other
considerations applicable to any Debt Securities which are denominated or
payable in a currency or currency unit other than United States dollars may be
described in the prospectus supplement.
Except as may otherwise be described in the prospectus supplement, the
covenants contained in the Indenture will not afford holders of Debt Securities
protection in the event of a highly-leveraged or similar transaction involving
Minnesota Power or in the event of a change in control.
Payment and Paying Agents. Except as may be provided in the prospectus
supplement, interest, if any, on each Debt Security payable on each interest
payment date will be paid to the person in whose name such Debt Security is
registeredour common stock as of the close of business on
the regular record dateDistribution Date. After the Distribution Date, separate certificates for
the interest payment date. However, interest payable at maturityRights will be paidgiven as proof of the Rights.
Each whole share of our Serial Preferred will have a minimum preferential
quarterly dividend rate equal to the persongreater of $51 per share or, subject to
whomanti-dilution adjustment, 200 times the principaldividend declared on our common stock.
If ALLETE liquidates, no distribution will be made to the holders of our common
stock until the holders of our Serial Preferred have received a liquidation
preference of $100 per share, plus accrued and unpaid dividends. Holders of our
Serial Preferred will be entitled to receive notice of and to vote at any
meeting of our shareholders. Each whole share of our Serial Preferred is
paid. If there has been aentitled to one vote. These shares do not have cumulative voting rights.
Whenever dividends on any of our preferred stock are in default in the
paymentamount of interest onfour quarterly payments, and until all the dividends in default are
paid, the holders of our Serial Preferred and other preferred stock will be
entitled, together as one class, to elect a majority of directors. Our common
stock would then elect the minority. If, in any Debt Security,merger or other transaction,
shares of our common stock are exchanged for or converted into other securities
and/or property, each whole share of our Serial Preferred will be entitled to
receive, subject to anti-dilution adjustment, 200 times the defaulted interest may be paid toamount for or into
which each share of our common stock is exchanged or converted. We cannot redeem
the shares of Serial Preferred.
The Rights are not exercisable until the Distribution Date and will expire
at the earliest of:
o July 23, 2006 ("Final Expiration Date");
o the redemption of the Rights by ALLETE as described below; or
o the exchange of all Rights for our common stock as described below.
If any person (other than ALLETE, our affiliates or any person receiving
newly-issued shares of common stock directly from ALLETE) becomes the beneficial
owner of 15 percent or more of the then outstanding shares of common stock, each
holder of such Debt Security asa Right will have a right to receive, upon exercise at the then
current exercise price of the close of business on a date to be fixed
by the Indenture Trustee, which will be between 10 and 15 days prior to the date
proposed by Minnesota Power for payment of such defaulted interest orRight, common stock (or, in any
other manner permitted by any securities exchange on which such Debt Security
may be listed, if the Indenture Trustee finds it practicable. (See Indenture,
Section 307.)
Unless otherwise specified in the prospectus supplement, principal of, and
premium, if any, and interest, if any, on the Debt Securities at maturity will
be payable upon presentation of the Debt Securities at the corporate trust
office of the Indenture Trustee, in The City of New York, as Paying Agent for
Minnesota Power. Minnesota Power may change the place of payment on the Debt
Securities, may appoint one or more additional Paying Agents, including
Minnesota Power, and may remove any Paying Agent, all at the discretion of Minnesota Power. (See Indenture, Section 602.)
Registration and Transfer. Unless otherwise specifiedthe
Board of Directors, cash, property or other securities of ALLETE) with a value
equal to two times the exercise price of the Right. The Rights Plan contains an
exemption for common stock we issue directly to any person. This exemption
applies even if the person would become the beneficial owner of 15 percent or
more of our common stock, provided that the person does not acquire any
additional shares of our common stock. Examples of situations where we might
issue common stock directly include private placements or acquisitions we make
using our common stock as consideration.
If following the Stock Acquisition Date we are acquired in a merger or
other business combination transaction, or 50 percent or more of our assets or
earning power are sold, we will make proper provision so that each holder of a
Right will, after the transaction, have the right to receive, upon exercise at
the then current exercise price of the Right, common stock of the acquiring or
surviving company with a value equal to two times the exercise price of the
Right.
If the events described in the prospectus
supplement,preceding two paragraphs happen (the
"Triggering Events"), any Rights that an Acquiring Person beneficially owns or
transferred to certain persons, will immediately become null and void.
10
The Purchase Price payable and the transfernumber of Debt Securitiesshares of our Serial Preferred
or other securities or property issuable if the Rights are exercised, are
subject to adjustment. An adjustment would be made to prevent dilution, if there
was a stock dividend on, or a subdivision, split, combination, consolidation or
reclassification of, our Serial Preferred or our common stock, or a reverse
split of our outstanding shares of Serial Preferred or common stock.
Our Board of Directors may be registered, and Debt
Securities may be exchanged for other Debt Securitiesexchange the Rights at an exchange ratio of one
share of common stock per Right at any time that is:
o after the acquisition by a person or group of affiliated or associated
persons of beneficial ownership of 15 percent or more of the
same seriesoutstanding common stock; and
o before the acquisition by that person or group of authorized denominations and with the same terms and principal amount, at the
corporate trust office50 percent or more
of the Indenture Trustee in The City of New York.
11
Minnesota Power may change the place for registration of transferoutstanding common stock.
This exchange ratio is subject to adjustment and exchange
of the Debt Securitiesdoes not include Rights that
have become null and may designate additional places for such registration
and exchange. Unless otherwise providedvoid.
With certain exceptions, no adjustment in the prospectus supplement, no service
chargePurchase Price will be
made for any transfer or exchangerequired until cumulative adjustments require an adjustment of at least one
percent in the Debt Securities.
However, Minnesota Power may require payment to cover any tax or other
governmental charge that may be imposed. Minnesota PowerPurchase Price. We will not be required to executeissue fractional
shares of Serial Preferred or to provide for the registrationcommon stock (other than fractions in multiples of
transferone one-hundredths of or the exchangea share of (a) any Debt Security during a period of 15 days prior to giving any notice of
redemption or (b) any Debt Security selected for redemption except the
unredeemed portion of any Debt Security being redeemedSerial Preferred). Instead, we may make an
adjustment in part. (See Indenture,
Section 305.)
Satisfaction and Discharge. Minnesota Power will be discharged from its
obligationscash based on the Debt Securities of a particular series, or any portionmarket price of the principal amountSerial Preferred or common
stock on the last trading date before the date of exercise.
Our Board of Directors may redeem the Debt SecuritiesRights in whole, but not in part, at
a price of such series, if it irrevocably
deposits with the Indenture Trustee sufficient cash or government securities to$.005 per Right ("Redemption Price") anytime before a person becomes
an Acquiring Person. At our option, we may pay the principal, or portion of principal, interest, any premium and any other
sums when due on the Debt Securities of such series at their maturity, stated
maturity date, or redemption. (See Indenture, Section 701.)
The Indenture will be deemed satisfied and discharged when no Debt
Securities remain outstanding and when Minnesota Power has paid all other sums
payable by Minnesota Power under the Indenture. (See Indenture, Section 702.)
All moneys Minnesota Power pays to the Indenture Trustee or any Paying
Agent on Debt Securities which remain unclaimed at the end of two years after
payments have become due will be paid to or upon the order of Minnesota Power.
Thereafter, the holder of such Debt Security may look only to Minnesota Power
for payment thereof. (See Indenture, Section 603.)
Limitation on Liens. Unless otherwise specifiedRedemption Price in a prospectus supplement
with respect to a particular series of Debt Securities, Minnesota Power will not
create or allow any liens, other than permitted liens, to be created on any of
its property, other than excepted property, without making effective provision
whereby:
o the outstanding Debt Securities shall be equally and ratably secured;
or
o secured obligations shall be delivered to the Indenture Trustee in an
amount equal to the outstanding Debt Securities.
The term permitted liens includes, among others:
o non-delinquent or contested tax or construction liens;
o judgment liens in an aggregate amount less than $10 million or subject
to appeal;
o easements, leases, title defects that do not impair Minnesota Power's
intended use of property;
o governmental rights, mineral, timber or production rights, joint
ownership rights;
o liens fully secured by deposited money or investment securities,
purchase money liens and liens on property at the time of acquisition;
o liens securing tax-exempt financing, non-recourse liens related to the
acquisition or construction of additional property;
o the lien of the Mortgage or any successor indenture secured by First
Mortgage Bonds; and
o any other liens in an aggregate amount not exceeding 2.5 percent of
Minnesota Power's consolidated assets.
The term excepted property includes, among others:
12
o cash,
shares of our common stock interests in partnerships, bonds, notes,
evidenceor other consideration that our Board of indebtedness and other securities, including investments
in its subsidiaries;
o contracts, leases, accounts receivable, patents, trademarks,
intangibles, vehicles, rolling stock, aircraft, inventory;
o fuel and other consumables, minerals, timber, natural gas production
and gathering assets, hydroelectric assets; and
o leaseholds.
(See Indenture, Section 608.)
Consolidation, Merger, and Sale of Assets. UnderDirectors
deems appropriate. If we redeem the terms ofRights, the Indenture, Minnesota Power may not consolidate with or merge into any other
entity or convey, transfer or lease its properties and assets substantially as
an entirety to any entity, unless:
o the surviving or successor entity is organized and validly existing
under the laws of any domestic jurisdiction and it expressly assumes
Minnesota Power's obligations on all Debt Securities and under the
Indenture;
o immediately after giving effect to the transaction, no Event of
Default and no event which, after notice or lapse of time or both,
would become an Event of Default shall have occurred and be
continuing; and
o Minnesota Power shall have delivered to the Indenture Trustee an
officer's certificate and an opinion of counsel as to compliance with
the foregoing.
The terms of the Indenture do not restrict Minnesota Power in a merger in
which Minnesota Power is the surviving entity. (See Indenture, Section 1101.)
Events of Default. "Event of Default" when used in the Indenture with
respect to any series of Debt Securities, means any of the following:
o failure to pay interest, if any, on any Debt Security of the
applicable series for 30 days after it is due;
o failure to pay the principal of or premium, if any, on any Debt
Security of the applicable series when due, whether at maturity or
upon earlier redemption;
o failure to perform any other covenant in the Indenture, other than a
covenant that does not relate to that series of Debt Securities, that
continues for 90 days after Minnesota Power receives written notice
from the Indenture Trustee, or Minnesota PowerRights will terminate and the
Indenture
Trustee receive a written notice from 33 percentonly right of the holders of Rights will be to receive the Debt SecuritiesRedemption Price.
If the Rights are exercised, issuance of such series; however,our Serial Preferred or our common
stock will be subject to any necessary regulatory approvals. Until a Right is
exercised, the Indenture Trustee or the
Indenture Trustee and the holders of such principal amount of Debt
Securities of this series can agree to an extensionholder of the 90 day
period and such an agreement to extendRight will be automatically deemed to
occur if Minnesota Power is diligently pursuing action to correct the
default;
o certain events in bankruptcy, insolvency or reorganizationhave no rights as a shareholder of
Minnesota Power; or
o any other event of default included in any supplemental indenture or
officer's certificate for a specific series of Debt Securities.
(See Indenture, Section 801.)
13
The Indenture Trustee may withhold notice to the holders of Debt Securities
of any default, except default in the payment of principal, premium or interest,
if it considers such withholding of notice to be in the interests of the
holders. An Event of Default for a particular series of Debt Securities does not
necessarily constitute an Event of Default for any other series of Debt
Securities issued under the Indenture.
Remedies
Acceleration of Maturity. If an Event of Default with respect to fewer than
all the series of Debt Securities occurs and continues, either the Indenture
Trustee or the holders of at least 33 percent in principal amount of the Debt
Securities of any such series may declare the entire principal amount of all the
Debt Securities of such series, together with accrued interest, to be due and
payable immediately. However, if the Event of Default is applicable to all
outstanding Debt Securities under the Indenture, only the Indenture Trustee or
holders of at least 33 percent in principal amount of all outstanding Debt
Securities of all series, voting as one class, and not the holders of any one
series, may make such a declaration of acceleration.
At any time after a declaration of acceleration with respect to the Debt
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained, the Event of Default giving rise to
such declaration of acceleration will be considered waived, and such declaration
and its consequences will be considered rescinded and annulled, if:
o Minnesota Power has paid or deposited with the Indenture Trustee a sum
sufficient to pay:
(1) all overdue interest, if any, on all Debt Securities of the
series;
(2) the principal of and premium, if any, on any Debt Securities of
the series which have otherwise become due and interest, if any,
that is currently due;
(3) interest, if any, on overdue interest; and
(4) all amounts due to the Indenture Trustee under the Indenture; or
o any other Event of Default with respect to the Debt Securities of that
series has been cured or waived as provided in the Indenture.
There is no automatic acceleration, even in the event of bankruptcy,
insolvency or reorganization of Minnesota Power. (See Indenture, Section 802.)
Right to Direct Proceedings. Other than its duties in case of an Event of
Default, the Indenture Trustee is not obligated to exercise any of its rights or
powers under the Indenture at the request, order or direction of any of the
holders, unless the holders offer the Indenture Trustee a reasonable indemnity.
(See Indenture, Section 903.) If they provide a reasonable indemnity, the
holders of a majority in principal amount of any series of Debt Securities will
haveALLETE, including, without limitation, the right to direct the time, method and placevote or to receive
dividends. One million shares of conducting any proceedingour Serial Preferred were reserved for any remedy available to the Indenture Trustee, or exercising any power
conferred upon the Indenture Trustee. However,issuance
if the Event of Default relates
to more than one series, onlyRights are exercised.
We may amend the holders of a majority in aggregate principal
amount of all affected series will have the right to give this direction. (See
Indenture, Section 812). The Indenture Trustee is not obligated to comply with
directions that conflict with law or other provisions of the Indenture.
Limitation on Right to Institute Proceedings. No holder of Debt Securities
ofRights Plan. However, any series will have any right to institute any proceeding under the
Indenture, or to exercise any remedy under the Indenture, unless:
o the holder has previously given to the Indenture Trustee written
notice of a continuing Event of Default;
o the holders of a majority in aggregate principal amount of the
outstanding Debt Securities of all series in respect of which an Event
of Default shall have occurred and be continuing have made a written
14
request to the Indenture Trustee, and have offered reasonable
indemnity to the Indenture Trustee to institute proceedings; and
o the Indenture Trustee has failed to institute any proceeding for 60
days after notice and has not received any direction inconsistent with
the written request of holders during such period.
(See Indenture, Section 807.)
No Impairment of Right to Receive Payment. However, the limitations
described in the preceding paragraph do not apply to a suit by a holder of a
Debt Security for payment of the principal of or premium, if any, or interest,
if any, on a Debt Security on oramendment
adopted after the applicable due date. (See Indenture,
Section 808.)
Annual Notice to Indenture Trustee. Minnesota Power will provide to the
Indenture Trusteetime that a person becomes an annual statement by an appropriate officer as to Minnesota
Power's compliance with all conditions and covenants under the Indenture. (See
Indenture, Section 606.)
Modification and Waiver. Minnesota Power and the Indenture TrusteeAcquiring Person may
enter into one or more supplemental indentures without the consent of any holder
of Debt Securities for any of the following purposes:
o to evidence the assumption by any permitted successor of the covenants
of Minnesota Power in the Indenture and in the Debt Securities;
o to add additional covenants of Minnesota Power or to surrender any
right or power of Minnesota Power under the Indenture;
o to add additional Events of Default;
o to change, eliminate, or add any provision to the Indenture; provided,
however, if the change, elimination, or addition will adversely affect
the interests of the holders of Debt Securities of any series, other
than any series the terms of which permit such change, elimination or
addition, in any material respect, such change, elimination, or
addition will become effective only as to such series:
(1) when the consent of the holders of Debt Securities of such series
has been obtained in accordance with the Indenture; or
(2) when no Debt Securities of such series remain outstanding under
the Indenture;
o to provide collateral security for all or part of the Debt Securities;
o to establish the form or terms of Debt Securities of any other series
as permitted by the Indenture;
o to provide for the authentication and delivery of bearer securities
and coupons attached thereto;
o to evidence and provide for the acceptance of appointment of a
successor Indenture Trustee;
o to provide for the procedures required for use of a noncertificated
system of registration for the Debt Securities of all or any series;
o to change any place where principal, premium, if any, and interest
shall be payable, Debt Securities may be surrendered for registration
of transfer or exchange and notices to Minnesota Power may be served;
or
o to cure any ambiguity or inconsistency or to make any other provisions
with respect to matters and questions arising under the Indenture;
provided that such action shall not
adversely affect the interests of the holders of Debt Securities of any series in any material respect.
15
(See Indenture, Section 1201.)Rights.
The holders of at leastRights have anti-takeover effects. The Rights will cause substantial
dilution to a majority in aggregate principal amountperson or group that attempts to acquire ALLETE without
conditioning the offer on the redemption of the Debt SecuritiesRights or on the acquisition of
all series then outstandinga substantial number of Rights. The Rights beneficially owned by that person or
group may waive compliancebecome null and void. The Rights should not interfere with any merger
or other business combination approved by Minnesota
Power with certain restrictive provisionsour Board of the Indenture. (See Indenture,
Section 607.) The holdersDirectors. This is
because, at any time before a person becomes an Acquiring Person, our Board of
not less than a majority in principal amountDirectors may redeem all of the outstanding Debt SecuritiesRights at the Redemption Price.
USE OF PROCEEDS
ALLETE will not receive any of any seriesthe proceeds from sales of these shares of
common stock.
PLAN OF DISTRIBUTION
The selling shareholders may waive any past default undersell or distribute some or all of these shares
of common stock from time to time through underwriters or dealers or brokers or
other agents or directly through one or more purchasers, including pledgees, in
transactions (which may involve crosses and block transactions) on the Indenture with respectNew York
Stock Exchange or in privately negotiated transactions (including sales pursuant
to that series, exceptpledges) or in a defaultcombination of such transactions. Such transactions may be
effected by the selling shareholders at market prices prevailing at the time of
sale, at prices related to prevailing market prices, at negotiated prices, or at
fixed prices, which may be changed. Brokers, dealers, agents or underwriters
11
participating in such transactions as agent may receive compensation in the paymentform
of principal, premium,discounts, concessions or commissions from the selling shareholders (and, if
any,they act as agent for the purchaser of such shares, from such purchaser). Such
discounts, concessions or interest and certain covenants and provisionscommissions as to a particular broker, dealer, agent
or underwriter might be in excess of those customary in the type of transaction
involved. This prospectus also may be used, with ALLETE's consent, by donees of
the Indenture that cannotselling shareholders, or by other persons acquiring shares and who wish to
offer and sell such shares under circumstances requiring or making desirable its
use.
When required, this prospectus will be modifiedsupplemented to set forth the number
of shares offered for sale and, if such offering is to be made by or be amended withoutthrough
underwriters, dealers, brokers or other agents, the consentnames of such persons and
the principal terms of the holderarrangements between such persons and the selling
shareholders.
The selling shareholders and any underwriters, brokers, dealers or agents
acting in connection with the sale or distribution of each outstanding Debt Securitythese shares of the series affected. (See Indenture,
Section 813.)
If the Trust Indenture Act of 1939 is amended after the date of the
Indenture in such a way as to require changes to the Indenture, the Indenture
willcommon
stock hereunder may be deemed to be amended so as to conform to such amendment"underwriters" within the meaning of Section
2(11) of the Trust
IndentureSecurities Act of 1939. Minnesota Power1933, and any commissions received by them and
any profit realized by them on the Indenture Trusteeresale of shares as principals may without
the consent of any holders, enter into one or more supplemental indentures to
evidence such an amendment. (See Indenture, Section 1201.)
The consent of the holders of a majority in aggregate principal amount of
the Debt Securities of all series then outstanding is required for all other
modifications to the Indenture. However, if less than all of the series of Debt
Securities outstanding are directly affected by a proposed supplemental
indenture, then the consent only of the holders of a majority in aggregate
principal amount of all series that are directly affected will be required. No
such amendment or modification may:
o change the stated maturity of the principal of, or any installment of
principal of or interest on, any Debt Security, or reduce the
principal amount of any Debt Security or its rate of interest or
change the method of calculating such interest rate or reduce any
premium payable upon redemption, or change the currency in which
payments are made, or impair the right to institute suit for the
enforcement of any payment on or after the stated maturity of any Debt
Security, without the consent of the holder;
o reduce the percentage in principal amount of the outstanding Debt
Securities of any series whose consent is required for any
supplemental indenture or any waiver of compliance with a provision of
the Indenture or any default thereunder and its consequences, or
reduce the requirements for quorum or voting, without the consent of
all the holders of the series; or
o modify certain of the provisions of the Indenture relating to
supplemental indentures, waivers of certain covenants and waivers of
past defaults with respect to the Debt Securities of any series,
without the consent of the holder of each outstanding Debt Security
affected thereby.
A supplemental indenture which changes the Indenture solely for the benefit
of one or more particular series of Debt Securities, or modifies the rights of
the holders of Debt Securities of one or more series, will not affect the rightsdeemed
underwriting compensation under the IndentureSecurities Act of 1933. To the holders ofextent that
the Debt Securities of any other series.
(See Indenture, Section 1202.)
The Indenture provides that Debt Securities owned by Minnesota Power or
anyone else required to make payment on the Debt Securities shall be disregarded
and considered notselling shareholders are deemed to be outstanding in determining whether"underwriters," the required holders
have given a request or consent. (See Indenture, Section 101.)
Minnesota Power may fix in advance a record date to determine the required
number of holders entitled to give any request, demand, authorization,
direction, notice, consent, waiver or other such act of the holders, but
Minnesota Power shall have no obligation to do so. If such a record date is
fixed, such request, demand, authorization, direction, notice, consent, waiver
or other act of the holders may be given before or after such record date, but
only the holders of record at the close of business on that record date will be
considered holders for the purposes of determining whether holders of the
required percentage of the outstanding Debt Securities have authorized or agreed
or consented to such request, demand, authorization, direction, notice, consent,
waiver or other act of the holders. For that purpose, the outstanding Debt
Securities shall be computed as of the record date. Any request, demand,
authorization, direction, notice, consent, election, waiver or other act of a
holder shall bind every future holder of the same Debt Securities and the holder
of every Debt Security issued upon the registration of transfer of or in
exchange of such Debt Securities. A transferee will be bound by acts of the
16
Indenture Trustee or Minnesota Power taken in reliance thereon, whether or not
notation of such action is made upon such Debt Security. (See Indenture, Section
104.)
Resignation of the Indenture Trustee. The Indenture Trustee may resign at
any time by giving written notice to Minnesota Power or may be removed at any
time by act of the holders of a majority in principal amount of all series of
Debt Securities then outstanding delivered to the Indenture Trustee and
Minnesota Power. No resignation or removal of the Indenture Trustee and no
appointment of a successor Indenture Trustee will be effective until the
acceptance of appointment by a successor Indenture Trustee. So long as no Event
of Default or event which, after notice or lapse of time, or both, would become
an Event of Default has occurred and is continuing and except with respect to
the Indenture Trustee appointed by act of the holders, if Minnesota Power has
delivered to the Indenture Trustee a resolution of its Board of Directors
appointing a successor Indenture trustee and such successor has accepted such
appointment in accordance with the terms of the respective Indenture, the
Indenture Trustee will be deemed to have resigned and the successor will be
deemed to have been appointed as Indenture trustee in accordance with such
Indenture. (See Indenture, Section 910.)
Notices. Notices to holders of Debt Securities will be given by mail to the
addresses of such holders as they may appear in the security register therefor.
(See Indenture, Section 106.)
Title. Minnesota Power, the Indenture Trustee, and any agent of Minnesota
Power or the Indenture Trustee, may treat the person in whose name Debt
Securities are registered as the absolute owner thereof, whether or not such
Debt Securities may be overdue, for the purpose of making payments and for all
other purposes irrespective of notice to the contrary. (See Indenture, Section
308.)
Governing Law. Each Indenture and the Debt Securities will be governed by,
and construed in accordance with, the laws of the State of New York. (See
Indenture, Section 112.)
Regarding the Indenture Trustee. The Indenture Trustee will be specified in
the prospectus supplement. In addition to acting as Indenture Trustee, the
Indenture Trustee may act as trustee under various indentures and trusts of
Minnesota Power and its affiliates.
PLAN OF DISTRIBUTION
Minnesota Power may sell the Securities:
o through underwriters or dealers;
o through agents; or
o directly to one or more purchasers.
Through Underwriters or Dealers. If Minnesota Power uses underwriters in
the sale, the underwriters will acquire the Securities for their own account.
The underwriters may resell the Securities in one or more transactions,
including negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. The underwriters may sell the
Securities directly or through underwriting syndicates represented by managing
underwriters. Unless otherwise stated in the prospectus supplement relating to
any series of Securities, the obligations of the underwriters to purchase the
Securitiesselling
shareholders will be subject to certain conditions, and the underwriters will be
obligated to purchase allprospectus delivery requirements of the
Securities if they purchaseAct of 1933. In addition, any shares of them. If
Minnesota Power uses a dealercommon stock covered by this
prospectus which qualify for sale pursuant to Rule 144 promulgated under the
Securities Act of 1933 may be sold under Rule 144 rather than pursuant to this
prospectus. Furthermore, the selling shareholders may transfer shares of common
stock in other ways not involving market makers or established trading markets,
including directly by gift, distribution, or other transfer.
The selling shareholders may enter into hedging transactions with
broker-dealers in connection with distributions of shares of our common stock or
otherwise. In such transactions, broker-dealers may engage in short sales of the
shares of our common stock in the sale, Minnesota Power willcourse of hedging the positions they assume
with selling shareholders. The selling shareholders also may sell shares short
and redeliver shares of our common stock to close out such short positions. The
selling shareholders may enter into option or other transactions with
broker-dealers which require the Securitiesdelivery to the dealer as principal.broker-dealer of shares of our
common stock. The dealerbroker-dealer may then resell those
Securities at varying prices determined ator otherwise transfer such
shares pursuant to this prospectus. The selling shareholders may also loan or
pledge the timeshares of resale.
Any initial public offering price and any discounts or concessions allowed
or reallowed or paidour common stock to dealers may be changed from time to time.
17
Through Agents. Minnesota Power may designate one or more agents to sell
the Securities. Unless stated in a prospectus supplement, the agents will agree
to use their best efforts to solicit purchases for the period of their
appointment.
Directly. Minnesota Powerbroker-dealer. The broker-dealer may
sell the common stock so loaned, or upon a default the broker-dealer may sell
the pledged shares pursuant to this prospectus.
Expenses in connection with the registration of these shares of common
stock under the Securities directlyAct of 1933, including legal and accounting fees of
ALLETE, will be paid by ALLETE. The selling shareholders may agree to one or more
purchasers. In this case, no underwriters or agents would be involved.
General Information. A prospectus supplement will state the name ofindemnify
any underwriter, dealerbroker-dealer or agent andagainst certain liabilities related to the amount of any compensation, underwriting
discounts or concessions paid, allowed or reallowed to them. A prospectus
supplement will also state the proceeds to Minnesota Power from the saleselling of
the Securities, any initial public offering price and other termsshares of the offering of
the Securities.
Minnesota Power may authorize agents, underwriters or dealers to solicit
offers by certain institutions to purchase the Securities from Minnesota Power
at the public offering price and on terms described in the related prospectus
supplement pursuant to delayed delivery contracts providing for payment and
delivery on a specified date in the future.
Minnesota Power may have agreements to indemnify agents, underwriters and
dealers against certain civilour common stock, including liabilities including liabilitiesarising under the
Securities Act of 1933.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to Minnesota Power'sour Annual Report on Form 10-K for the year ended December 31, 1999
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
LegalThe statements as to matters of law and legal conclusions and opinions specifically attributed to General Counsel
herein under
"Description of First Mortgage Bonds"the Common Stock" in this prospectus and in the documents
incorporated in this prospectus by reference, have been reviewed by Philip R.
Halverson, Esq., Duluth, Minnesota, Vice President, General Counsel and
Secretary of Minnesota Power,ALLETE. All of such statements and conclusions are set forthpresented or
incorporated by reference hereinin this prospectus in reliance upon his opinion given upon his authoritythe opinions of
such individual and firms, respectively as an expert.experts.
As of July 1, 2000,January 15, 2001, Mr. Halverson owned 21,97822,743 shares of common stock
of Minnesota Power.ALLETE. Mr. Halverson is acquiring additional shares of Minnesota PowerALLETE common stock
at regular intervals as a participant in the Employee Stock Ownership Plan and
Supplemental Retirement Plan. Under the Executive Long-Term Incentive
Compensation Plan, Mr. Halverson has:
12
o been granted options to purchase 38,46745,342 shares of Minnesota PowerALLETE common stock,
of which 24,65233,684 options are fully vested, the remainder of which shall
vest over the next two years, and all of which will expire ten years
from the date of grant;
o earned approximately 874 performance shares that have not yet been
paid out under the terms of this Plan;plan; and
o an award opportunity for up to 7,538 additional performance shares
contingent upon the attainment of certain performance goals of Minnesota PowerALLETE
for the period January 1, 2000 through December 31, 2001.
18
LEGAL OPINIONS
The legality of the Securitiesthese shares of common stock offered hereby will be passed
upon for Minnesota PowerALLETE by Mr. Halverson and by Thelen Reid & Priest LLP, New York, New
York, counsel for Minnesota Power, and for any underwriter, dealer or agent by Morrison Cohen
Singer & Weinstein, LLP, New York, New York.ALLETE. Thelen Reid & Priest LLP and
Morrison Cohen Singer & Weinstein, LLP may rely as to all matters of
Minnesota law upon the opinion of Mr. Halverson.
-------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT. MINNESOTA POWERALLETE HAS NOT
AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION. MINNESOTA
POWERALLETE IS NOT
MAKING AN OFFER OF THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE
FRONT OF THOSE DOCUMENTS.
1913
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
Securitiessecurities being registered other than underwriting and/or agents compensation, are:
Filing Fee for Registration Statement..........................Statement........................... $ 105,600
Minnesota Mortgage Registration Tax............................ 920,000*3,082
Stock Exchange Listing Fee...................................... 3,000*
Legal and Accounting Fees...................................... 200,000*
Printing (Form S-3, prospectus, prospectus supplement, etc.)... 25,000*
Fees of the Trustees........................................... 30,000*
Rating agencies' fees.......................................... 100,000*
Miscellaneous.................................................. 29,400*
--------------
Total.......................................................... $1,410,000*
==============Fees....................................... 9,000*
Miscellaneous................................................... 1,918*
------------
Total........................................................... $ 17,000*
============
* 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,
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.
Article IX of the Articles of Incorporation of Minnesota PowerALLETE contains the
following provision:
"No director of this Corporation shall be personally liable to this
Corporation or its stockholders for monetary damages for breach of
fiduciary duty by that director as a director; provided, however, that this
Article IX shall not eliminate or limit the liability of a director: (a)
for any breach of the director's duty of loyalty to this Corporation or its
stockholders; (b) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of the law; (c) under
Minnesota Statutes Section 302A.559 or 80A.23; (d) for any transaction from
which the director derived an improper personal benefit; or (e) for any act
or omission occurring prior to the date when this Article IX becomes
effective. If, after the stockholders approve this provision, the Minnesota
Business Corporation Act, Minnesota Statutes Chapter 302A, is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of this
Corporation shall be deemed eliminated or limited to the fullest extent
permitted by the Minnesota Business Corporation Act, as so amended. No
amendment to or repeal of this Article IX shall apply to or have any affect
on the liability or alleged liability of any director of this Corporation
for or with respect to any acts or omissions of such director occurring
prior to that amendment or repeal."
Section 13 of the Bylaws of Minnesota PowerALLETE contains the following provisions
relative to indemnification of directors and officers:
"The Corporation shall reimburse or indemnify each present and future
Director and officer of the Corporation (and his or her heirs, executors
and administrators) for or against all expenses reasonably 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 Corporation. 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, such indemnification
may be extended to include agents and employees who are not Directors or
II-1
officers of the Corporation, 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 Corporation."
II-1
"Reasonable expenses may include reimbursement of attorneys' fees and
disbursements, including those incurred by a person in connection with an
appearance as a witness."
"Upon written request to the Corporation 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
indemnification 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 continues to be a Director or
officer at the time of incurring such expenses and liabilities."
Minnesota PowerALLETE 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 Minnesota
PowerALLETE
against certain other liabilities and expenses.
ITEM 16. EXHIBITS.
Exhibit
Number Description of Exhibit
- ------------- ----------------------
1 - Form of Underwriting Agreement.
*4(a)1 (1)- Articles of Incorporation, amended and restated as of May 27, 1998
(filed as Exhibit 4(a) to the June 3, 1998 Form 8-K, File No. 1-3548).
*4(a)2 (2)- Amendment to Certificate Fixing Terms of Serial Preferred Stock A, $7.125
SeriesAssumed Name, filed with the Minnesota
Secretary of State on August 29, 2000 (filed as Exhibit 3(a)2,4 to the
October 10, 2000 Form 8-K, 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)1-3548).
*4(b) - Bylaws, as amended effective May 27, 1998 (filed as Exhibit 4(b), to
the June 3, 1998 Form 8-K, File No. 1-3548).
*4(c)1 - Mortgage and Deed of Trust, dated as of September 1, 1945, between
Minnesota Power & Light Company (now Minnesota Power, Inc.), doing
business as ALLETE) and Irving Trust Company (now The Bank of New
York) and Richard H. West (Douglas J. MacInnes, successor), as
Trustees (filed as Exhibit 7(c), File No. 2-5865).
*4(c)2 - Supplemental Indentures to Minnesota Power, Inc.'s (doing business
as ALLETE) 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 2-59690 2(c)
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Number Dated as of Reference File Exhibit
-------------- ------------------- ------------------- ----------
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)
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Number Dated as of Reference File Exhibit
------------- ------------------- ---------------------- ---------
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
10-K)
Twentieth November 1, 1997 1-3548 (1997 Form 10-K) 4(a)3
10-K)
4(c)3 - Form ofTwenty-first Supplemental Indenture, relatingdated as of October 1, 2000,
between Minnesota Power, Inc. (doing business as ALLETE) and The Bank
of New York (formerly Irving Trust Company) and Douglas J. MacInnes
(successor to the First Mortgage
Bonds.
4(d)1 - Form of Indenture (For Unsecured Debt Securities).
4(d)2 - Form of Officer's Certificate relating to Debt Securities, with
form of Debt Security attached.
*4(e)Richard H. West), Trustees.
*4(d)1 - 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 U. S. Bank
Trust N.A., as Trustee (filed as Exhibit 7(c), File No. 2-8668).
*4(e)*4(d)2 - Supplemental Indentures to Superior Water, Light and Power Company's
Mortgage and Deed of Trust:
Number Dated as of Reference File Exhibit
--------------------------- ------------------- ------------------- -------------------------------- ---------
First March 1, 1951 2-59690 2(d)(1)
Second March 1, 1962 2-27794 2(d)(1)1
Third July 1, 1976 2-57478 2(e)1
Fourth JanuaryMarch 1, 1985 2-78641 4(b)
Fifth December 1, 1992 1-3548 (1992 Form 10-K) 4(b)1
10-K)
Sixth March 24, 1994 1-3548 (1996 Form 10-K) 4(b)1
10-K)
Seventh November 1, 1994 1-3548 (1996 Form 10-K) 4(b)2
Eighth January 1, 1997 1-3548 (1996 Form 10-K) *4(f)4(b)3
*4(e)1 - 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 the 1992
Form 10-K, File No. 1-3548).
*4(f)*4(e)2 - Supplemental Indentures to Florida Water Services Corporation's
Indenture:
Number Dated as of Reference File Exhibit
--------------------------- ------------------- ------------------- -------------------------------- ---------
First March 1, 1993 1-3548 (1996 Form 10-K) 4(c)1
10-K)
Second March 31, 1997 1-3548 (March 31, 4
199731,1997
Form 10-Q) 4
Third May 28, 1997 1-3548 (June 30, 1997 4
1997
Form 10-Q)
*4(g)*4(f)1 - Amended and Restated Trust Agreement, dated as of March 1, 1996,
relating to MP&L Capital I's (now ALLETE Capital I) 8.05% Cumulative
Quarterly Income Preferred Securities, between Minnesota Power & Light
Company (now Minnesota Power, Inc.), doing business as ALLETE), 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 the March 31, 1996 Form 10-Q, File
No. 1-3548), as modified by Amendment No. 1, dated April 11, 1996
II-3
(filed as Exhibit 4(b) to the March 31, 1996 Form 10-Q, File No.
1-3548).
*4(h)4(f)2 - First Amendment [2000], dated August 23, 2000, to Amended and
Restated Trust Agreement, dated as of March 1, 1996, between Minnesota
Power, Inc. (doing business as ALLETE), 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.
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*4(g) - Indenture, dated as of March 1, 1996, relating to Minnesota
Power'sALLETE's 8.05%
Junior Subordinated Debentures, Series A, Due 2015, between Minnesota
Power & Light Company (now Minnesota Power, Inc.), doing business as
ALLETE) and The Bank of New York, as Trustee (filed as Exhibit 4(c) to
the March 31, 1996 Form 10-Q, File No. 1-3548).
*4(i)*4(h) - Guarantee Agreement, dated as of March 1, 1996, relating to MP&L
Capital I's (now ALLETE Capital I) 8.05% Cumulative Quarterly Income
Preferred Securities, between Minnesota Power & Light Company (now
Minnesota Power, Inc.), doing business as ALLETE), as Guarantor, and
The Bank of New York, as Trustee (filed as Exhibit 4(d) to the March
31, 1996 Form 10-Q, File No. 1-3548).
*4(j)*4(i) - Agreement as to Expenses and Liabilities, dated as of March 20,
1996, relating to MP&L Capital I's (now ALLETE Capital I) 8.05%
Cumulative Quarterly Income Preferred Securities, between Minnesota
Power & Light Company (now Minnesota Power, Inc.), doing business as
ALLETE) and MP&L Capital I (now ALLETE Capital I) (filed as Exhibit
4(e) to the March 31, 1996 Form 10-Q, File No. 1-3548).
*4(k)*4(j) - Officer's Certificate, dated March 20, 1996, establishing 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 (now ALLETE Capital I) (filed as Exhibit
4(i) to the 1996 Form 10-K, File No. 1-3548).
*4(l)*4(k) - Rights Agreement dated as of July 24, 1996, between Minnesota Power
& Light Company (now Minnesota Power, Inc.), doing business as ALLETE)
and the Corporate Secretary of Minnesota Power & Light Company (now
Minnesota Power, Inc.), doing business as ALLETE), as Rights Agent
(filed as Exhibit 4 to the August 2, 1996 Form 8-K, File No. 1-3548).
*4(m)*4(l) - Indenture (for Unsecured Debt Securities), dated as of May 15, 1996,
between ADESA Corporation and The Bank of New York, as Trustee
relating to the ADESA Corporation's 7.70% Senior Notes, Series A, Due
2006, and its 8.10% Senior Notes, Series B, Due 2010 (filed as Exhibit
4(k) to the 1996 Form 10-K, File No. 1-3548).
*4(n)*4(m) - Guarantee of Minnesota Power & Light Company (now Minnesota Power,
Inc.), doing business as ALLETE), 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) to the 1996 Form 10-K, File No. 1-3548).
*4(o)*4(n) - 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 Exhibit 4(m) to the 1996 Form 10-K, File No. 1-3548).
*4(p)*4(o) - Guarantee of Minnesota Power, Inc. (doing business as ALLETE), dated
as of March 30, 2000, relating to ADESA Corporation's 8.10% Senior
Notes, Series B, Due 2010 (filed as Exhibit 4(a) to the March 31, 2000
Form 10-Q, File No. 1-3548).
*4(q)*4(p) - ADESA Corporation Officer's Certificate 2-D-2, dated as of March 30,
2000, relating to ADESA Corporation's 8.10% Senior Notes, Series B,
Due 2010 (filed as Exhibit 4(b) to the March 31, 2000 Form 10-Q, File
No. 1-3548).
5(a) - Opinion and Consent of Philip R. Halverson, Esq., Vice President,
General Counsel and Secretary of Minnesota Power, Inc.ALLETE.
5(b) - Opinion and Consent of Thelen Reid & Priest LLP.
II-4
12 - Computation of Ratios of Earnings to Fixed Charges and
Supplemental Ratios of Earnings to Fixed Charges.
23(a) - Independent Auditors' Consent of PricewaterhouseCoopers LLP.
II-4
23(b) - Consent of Philip R. Halverson, Esq. (included in opinion, attached
hereto as Exhibit 5(a)).
23(c) - Consent of Thelen Reid & Priest LLP (included in opinion, attached
hereto as Exhibit 5(b)).
24 - Powers of Attorney (included on the signature pagespage of this
registration statement).
25(a) - Statement of Eligibility on Form T-1 of The Bank of New York
(as Mortgage Trustee).
25(b) - Statement of Eligibility on Form T-2 of Douglas J. MacInnes (as
Mortgage Trustee).
**25(c) - Statement of Eligibility on Form T-1 of Indenture Trustee.
* Incorporated herein by reference as indicated.
** To be filed by amendment or pursuant to Trust Indenture Act Section
305(b)(2).
ITEM 17. UNDERTAKINGS.
a. 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 SEC pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement; and
(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 (a)(1)(i) and (a)(1)(ii) do not apply if 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 SEC
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.
II-5
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's Annual Reportannual 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 herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
b. 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 provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act of
1933 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
II-5
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 Securities
Act of 1933 and will be governed 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 SEC, any and all amendments, including
post-effective amendments, to this 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
this 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 July 20, 2000.January 25, 2001.
ALLETE
(LEGALLY INCORPORATED AS MINNESOTA POWER, INC.)
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, Chief July 20, 2000January 25, 2001
- -------------------------------------------------------------- Executive Officer and
Edwin L. Russell Director (Principal
Executive Officer)
/s/ David G. Gartzke Senior Vice President-- July 20, 2000January 25, 2001
- -------------------------------------------------------------- Finance and Chief
Financial
David G. Gartzke Financial Officer
(Principal Financial Officer)
/s/ Mark A. Schober Controller July 20, 2000January 25, 2001
- -------------------------------------------------------------- (Principal Accounting
Mark A. Schober Officer)
II-7
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Kathleen A. Brekken Director July 20, 2000January 25, 2001
- --------------------------------------------------------------
Kathleen A. Brekken
/s/ Merrill K. Cragun Director July 20, 2000January 25, 2001
- --------------------------------------------------------------
Merrill K. Cragun
/s/ Dennis E. Evans Director July 20, 2000January 25, 2001
- --------------------------------------------------------------
Dennis E. Evans
/s/ Glenda E. Hood Director January 25, 2001
- ----------------------------- Director---------------------------------
Glenda E. Hood
/s/ Peter J. Johnson Director July 20, 2000January 25, 2001
- --------------------------------------------------------------
Peter J. Johnson
/s/ George L. Mayer Director July 20, 2000January 25, 2001
- --------------------------------------------------------------
George L. Mayer
/s/ Jack I. Rajala Director July 20, 2000January 25, 2001
- --------------------------------------------------------------
Jack I. Rajala
/s/ ArendArend. J. Sandbulte Director July 20, 2000January 25, 2001
- --------------------------------------------------------------
Arend J. Sandbulte
/s/ Nick Smith Director July 20, 2000January 25, 2001
- --------------------------------------------------------------
Nick Smith
/s/ Bruce W. Stender Director July 20, 2000January 25, 2001
- --------------------------------------------------------------
Bruce W. Stender
/s/ Donald C. Wegmiller Director July 20, 2000January 25, 2001
- --------------------------------------------------------------
Donald C. Wegmiller
II-8
EXHIBIT INDEX
1 Form of Underwriting Agreement.
4(c)3 Form ofTwenty-first Supplemental Indenture, relatingdated as of October 1, 2000,
between Minnesota Power, Inc. (doing business as ALLETE) and The Bank
of New York (formerly Irving Trust Company) and Douglas J. MacInnes
(successor to theRichard H. West), Trustees.
4(f)2 First Mortgage Bonds.
4(d)Amendment [2000], dated August 23, 2000, to Amended and Restated
Trust Agreement, dated as of March 1, Form1996, between Minnesota Power,
Inc. (doing business as ALLETE), as Depositor, and The Bank of Indenture (For Unsecured Debt Securities).
4(d)2 FormNew
York, The Bank of Officer's Certificate relating to Debt Securities, with form
of Debt Security attached.New York (Delaware), Philip R. Halverson, David G.
Gartzke and James K. Vizanko, as Trustees.
5(a) Opinion and Consent of Philip R. Halverson, Esq., Vice President,
General Counsel and Secretary of Minnesota Power, Inc.ALLETE
5(b) Opinion and Consent of Thelen Reid & Priest LLP.
12 Computation of Ratios of Earnings to Fixed Charges and Supplemental
Ratios of Earnings to Fixed Charges.
23(a) Independent Auditors' Consent of PricewaterhouseCoopers LLP.
23(b) Consent of Philip R. Halverson, Esq. (included in opinion, attached
hereto as Exhibit 5(a)).
23(c) Consent of Thelen Reid & Priest LLP (included in opinion, attached
hereto as Exhibit 5(b)).
24 Powers of Attorney (included on the signature pages of this
registration statement).
25(a) Statement of Eligibility on Form T-1 of The Bank of New York (as
Mortgage Trustee).
25(b) Statement of Eligibility on Form T-2 of Douglas J. MacInnes (as
Mortgage Trustee).