REGISTRATION NO. 333-02109
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SECURITIES AND EXCHANGE COMMISSION
Registration No. 333-
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Securities and Exchange Commission
Washington, D.C. 20549
----------------------
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENTRegistration Statement Under The Securities Act of 1933
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MINNESOTA POWER----------------------
Minnesota Power & LIGHT COMPANYLight Company
(Exact name of registrant as specified in its charter)
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MINNESOTA----------------------
Minnesota 41-0418150
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
30 WEST SUPERIOR STREET
DULUTH, MINNESOTAWest Superior Street
Duluth, Minnesota 55802
(218) 722-2641
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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DAVID G. GARTZKE PHILIP R. HALVERSON, Esq.JAMES K. VIZANKO
Senior Vice President-Finance Vice President, General CounselCorporate Treasurer
and Chief Financial Officer and Corporate Secretary 30 West Superior Street
30 West Superior Street Duluth, Minnesota 55802
Duluth, Minnesota 55802 (218) 722-2641
(218) 722-2641
JAMES K. VIZANKOPHILIP R. HALVERSON, Esq. ROBERT J. REGER, JR., Esq.
Corporate TreasurerVice President, General Counsel Reid & Priest LLP
30 West Superior Streetand Corporate Secretary 40 West 57th Street
Duluth, Minnesota 5580230 West Superior Street New York, New York 10019
Duluth, Minnesota 55802 (212) 603-2000
(218) 722-2641 (212) 603-2000
(Names, addresses, including zip codes, and telephone numbers, including area
codes, of agents for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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Calculation of Registration Fee
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Proposed Maximum Proposed Maximum
Title of Each Class of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Unit Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, without par value 473,006 Shares $26.4375 $12,505,096 $4,312.10
Preferred Share Purchase Rights 473,006 Rights --- --- ---
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Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(c), on the basis of the average of the high and low
prices of the registrant's Common Stock on the New York Stock Exchange
composite tape on October 1, 1996.
The Preferred Share Purchase Rights (Rights) are attached to and
will trade with the Common Stock. The value attributable to the Rights,
if any, is reflected in the market price of the Common Stock.
Since no separate consideration is paid for the Rights, the registration
fee for such securities is included in the fee for the Common Stock.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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SUBJECT TO COMPLETION
DATED JUNE 19,OCTOBER 4, 1996
PROSPECTUS
MINNESOTA POWERMinnesota Power & LIGHT COMPANY
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
5,286,152Light Company
473,006 Shares of Common Stock
(Without Par Value)
This Prospectus relates to an aggregate of 5,286,152The shares of the
common stock, without par value (Common Stock) and the
preferred share purchase rights attached thereto (Rights) of Minnesota Power &
Light Company (Company)
available for purchase(Company or Minnesota Power) offered hereby (collectively, the
Shares) will be sold from time to time by the selling shareholders described
herein (Selling Shareholders) in brokers' transactions at prices prevailing at
the time of sale or as otherwise described in "Plan of Distribution". The
Company will not receive any of the proceeds from the sale of the Shares.
Expenses in connection with the registration of the Shares under the Company's Dividend Reinvestment and Stock
Purchase Plan,Securities
Act of 1933, as amended (1933 Act), including legal and restated effective July 2, 1996 (Plan).
The Plan provides investors (Participants) with a convenient method of
acquiring sharesaccounting fees of the
Company's Common Stock through (i)Company, will be paid by the reinvestmentCompany.
The Shares were acquired from the Company by the Selling Shareholders in Company Common Stocka
private placement transaction. This Prospectus has been prepared for the purpose
of all or a portionregistering the Shares under the 1933 Act to allow future sales by the
Selling Shareholders to the public without restriction. To the knowledge of the
cash dividends payable
onCompany, the Selling Shareholders have made no arrangement with any brokerage
firm for the sale of the Shares. The Selling Shareholders may be deemed to be
"underwriters" within the meaning of the 1933 Act. Any commissions received by a
Participant's holdingsbroker or dealer in connection with resales of the Shares may be deemed to be
underwriting commissions or discounts under the 1933 Act.
The Shares have not been registered for sale under the securities laws of
any state or jurisdiction as of the date of this Prospectus. Brokers or dealers
effecting transactions in the Shares should confirm the registration thereof
under the securities laws of the states or jurisdictions in which such
transactions occur, or the existence of any exemption from registration.
The Common Stock and Preferred Stock of the Company and/or (ii) the investment of optional cash payments pursuant to
the terms of the Plan. The Plan also provides a means for Participants to
deposit into the Plan for safekeeping, free of any service charges, share
certificates representing shares of Company Common Stock, whether or not
the depositor participates in any of the other features of the Plan.
Participation in the Plan is open to:
. Shareholders of the Company's Common Stock and/or
Preferred Stock enrolled in the Company's
Automatic Dividend Reinvestment and Stock Purchase
Plan, as in effect prior to its current amendment
and restatement (Original Plan);
. Shareholders of record of the Company's Common
Stock and/or Preferred Stock not enrolled in the
Original Plan;
. Beneficial owners of Common Stock and/or Preferred
Stock whose shares are registered in names other
than their own, provided that some or all of such
shares are transferred to their own names or held
in the name of a third-party nominee (e.g., a
brokerage firm or bank) and such nominee is a
Participant in the Plan; and
. Other interested investors, including Customers
(as defined herein), who are not shareholders but
who reside in states in which the Company has
satisfied the requirements of the state securities
laws applicable to the operation of the Plan.
Shareholders participating in the Original Plan will continue to be
enrolled in the Plan without taking any further action to continue the
reinvestment of their Common Stock and/or Preferred Stock dividends.
Shareholders who do not choose to participate in the Plan will continue to
receive cash dividends, as declared, in the usual manner.
Common Stock acquired by Participants pursuant to the Plan will
consist of (i) shares purchased from Participants selling their shares
through the Plan and, at the option of the Company, either (ii) original
issue shares purchased from the Company or (iii) issued and outstanding
shares purchasedlisted on the open market by an agent independent of the Company
(Independent Agent).New York Stock Exchange.
The last reported sale price per share of Common Stock purchased from
Participants selling shares through the Plan will be the market closing
price of the Common Stock on the business day immediately preceding the
sale date. In the case of original issue shares, the price per share will
be the average of the reported closing pricesNew York Stock Exchange on the composite tape on the
last three business days preceding the applicable Investment Date (as
defined herein). Shares purchased on the open market will have a price per
share equal to the weighted average price (excluding any related brokerage
fees, commissions or other service charges) at which such shares are
purchased by the Independent Agent with cash payments received and
dividends reinvested during the applicable Investment Period (as defined
herein). Since shares purchased by Participants generally will come from
more than one source (i.e., shares purchased from selling Participants
combined with original issue shares purchased from the Company or with
shares purchased on the open market), the price per share to the purchasing
Participants will be a weighted average of the prices for all shares
acquired for the Plan with cash payments received and dividends reinvested
during the applicable Investment Period. No brokerage fees, commissions or
other charges will be incurred by a Participant for purchases made under
the Plan. However, any such charges paid by the Company will be reported
to the Internal Revenue Service by the Company as income to the
Participant.
It is suggested that this Prospectus be retained for future reference.
------------------------------October 3, 1996
was $26.75.
----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------------------------------------------
The date of this Prospectus is , 1996.
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction.
AVAILABLE INFORMATIONAvailable Information
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (1934 Act) and, in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission (Commission). Such reports, proxy statements and other information
filed by the Company may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at the following Regional Offices of the Commission:
New York Regional Office, 7 World Trade Center, 13th Floor, New York, New York
10048; and Chicago Regional Office, Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material may also be
obtained at prescribed rates from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549. The Company'sCommission maintains a
Web site (http://www.sec.gov) that contains reports, proxy statements and other
information filed electronically by the Company. The Common Stock isand the Rights
are listed on the New York Stock Exchange. Reports and other information
concerning the Company may be inspected and copied at the office of such
Exchange at 20 Broad Street, New York, New York. In addition, certain of
the Company's 5%
Preferred Stocks areStock, $100 par value, is listed on the American Stock Exchange.
Reports and other information concerning the Company may also be inspected and
copied at the office of such Exchange at 86 Trinity Place, New York, New York.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE----------------------
Incorporation of Certain Documents by Reference
The following documents, filed by the Company with the Commission pursuant
to the 1934 Act, are hereby incorporated by reference:
(1)1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (1995 Form 10-K).
(2)2. The Company's Quarterly ReportReports on Form 10-Q for the quarterquarters ended
March 31 and June 30, 1996.
(3)3. The Company's Current Reports on Form 8-K dated April 9, 1996, and June
18, 1996, August 2, 1996, August 23, 1996, September 5, 1996, and
October 3, 1996.
Each document filed subsequent to the date of this Prospectus pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the termination of
the offering made by this Prospectus shall be deemed to be incorporated by
reference in this Prospectus and shall be a part hereof from the date of filing
of such document; provided, however, that the documents enumerated above or
subsequently filed by the Company pursuant to Section 13 or 15(d) of the 1934
Act prior to the filing with the Commission of the Company's most recent Annual
Report on Form 10-K shall not be incorporated by reference in this Prospectus or
be a part hereof from and after the filing of such most recent Annual Report on
Form 10-K.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any document referred to
above which has been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into such documents). Requests for such copies should
be directed to: Shareholder Services, Minnesota Power, 30 West Superior Street,
Duluth, Minnesota 55802, telephone number (218) 723-3974 or (800) 535-3056.
TABLE OF CONTENTS
PAGE
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AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . 2
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Purpose of the Plan . . . . . . . . . . . . . . . . . . . . . . . . 6
Participants in the Plan . . . . . . . . . . . . . . . . . . . . . . 6
Plan Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Plan Administration . . . . . . . . . . . . . . . . . . . . . . . . 8
Source and Price of Purchased Shares . . . . . . . . . . . . . . . . 9
Plan Enrollment . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Investment of Dividends on Shares . . . . . . . . . . . . . . . . . 10
Cash Payments to Purchase Shares . . . . . . . . . . . . . . . . . . 10
Timing of Share Purchases . . . . . . . . . . . . . . . . . . . . . 10
Number of Common Shares Purchased for Participants . . . . . . . . . 11
Costs Under the Plan . . . . . . . . . . . . . . . . . . . . . . . . 11
Certificates for Shares; Deposits and Withdrawals . . . . . . . . . 11
Change in Manner of Participation . . . . . . . . . . . . . . . . . 12
Transfer or Assignment of Common Stock held in a Plan Account . . . 12
Shares Pledged . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Shareholder Voting . . . . . . . . . . . . . . . . . . . . . . . . . 12
Sale of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Withdrawal from Plan Participation . . . . . . . . . . . . . . . . . 13
Sale or Transfer if a Participant Dies . . . . . . . . . . . . . . . 14
Safekeeping . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Statements of Account; Shareholder Communications . . . . . . . . . 14
Responsibility of the-2-
The Company
and its Agents Under the Plan . . . . 14
Participant Responsibilities Under the Plan . . . . . . . . . . . . 15
Rights Offering and Stock Split . . . . . . . . . . . . . . . . . . 15
Modification or Termination of Plan; Termination of Participants . . 15
Participants' Income Tax Withholding . . . . . . . . . . . . . . . . 15
FEDERAL INCOME TAX CONSEQUENCES . . . . . . . . . . . . . . . . . . . . 16
DESCRIPTION OF COMMON STOCK . . . . . . . . . . . . . . . . . . . . . 17
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
LEGAL OPINIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED
IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO ITS DATE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED
SECURITIES TO WHICH IT RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
THE COMPANY
The CompanyMinnesota Power is an operating public utility incorporated under the laws
of the State of Minnesota since 1906. Its principal executive office is at 30
West Superior Street, Duluth, Minnesota 55802, and its telephone number is (218)
722-2641. The Company has operations in four business segments: (1) electric
operations, which include electric and gas services, and coal mining; (2) water
operations, which include water and wastewater services; (3) automobile
auctions, which also include a finance company and an auto transport company;
and (4) investments, which include real estate operations, a 21 percent equity
investment in a financial guaranty reinsurance company, and a securities
portfolio. As of March 31,June 30, 1996 the Company and its subsidiaries had
approximately 5,6005,900 employees.
(UNAUDITED)
THREE MONTHS
ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
Summary of Earnings Per ---------------------- ------------
Share(1) 1993 1994 1995 1995 1996
----------------------- ---- ---- ---- ---- ----
CONSOLIDATED EARNINGS PER
SHARE
Continuing Operations $2.27 $1.99 $2.06 $ .81 $ .61
Discontinued Operations(2) (.07) .07 .10 .06 --
----- ----- ----- ----- -----
Total $2.20 $2.06 $2.16 $ .87 $ .61
===== ===== ===== ===== =====
PERCENTAGE OF EARNINGS BY
BUSINESS SEGMENT
(Unaudited)
Six Months Ended
Year Ended December 31, June 30,
------------------------------ ----------------
Summary of Earnings Per Share 1993 1994 1995 1995 1996
- -------------------------------------------------------------------------------------------------------------------
Consolidated Earnings Per Share
Continuing Operations $ 2.27 $ 1.99 $ 2.06 $ 1.17 $1.10
Discontinued Operations (.07) .07 .10 .10 -
------- ------- ------ ------ -----
Total $ 2.20 $ 2.06 $ 2.16 $ 1.27 $1.10
======= ======= ====== ====== =====
Percentage of Earnings by Business Segment
Continuing Operations
Electric Operations 65% 65% 63% 48% 58%
Water Operations 3 23 (2) 2 9
Automobile Auctions - - 0 - 7
Investments 53 39 66 79 54
Corporate Charges and Other (18) (30) (32) (37) (28)
Discontinued Operations (3) 3 5 8 -
----- ----- ---- ---- ----
100% 100% 100% 100% 100%
===== ===== ==== ==== ====
- -------------------------
Financial statement information may not be comparable between periods due
to the purchase of ADESA Corporation on July 1, 1995.
On June 30, 1995 the Company sold its interest in its paper and pulp
business to Consolidated Papers, Inc. (CPI) for $118 million in cash, plus
CPI's assumption of certain debt and lease obligations. The Company is
still committed to a maximum guarantee of $95 million to ensure a portion
of a $33.4 million annual lease obligation for paper mill equipment under
an operating lease extending to 2012. CPI has agreed to indemnify the
Company for any payments the Company may make as a result of the Company's
obligation relating to this operating lease.
Includes the financial results for the Reach All Partnership and general
corporate expenses not allocable to a specific business segment.
Electric Operations 65% 65% 63% 40% 67%
Water Operations 2 23 (2) 0 5
Automobile Auctions -- -- 0 -- 5
Investments 55 38 62 86 46
Corporate Charges and
Other(3) (19) (29) (28) (33) (23)
Discontinued Operations(2) (3) 3 5 7 --
---- ---- ---- ---- ----
100% 100% 100% 100% 100%
==== ==== ==== ==== ====
________________________
(1) Financial statement information may not be comparable between periods
due to the purchase of ADESA Corporation on July 1, 1995.
(2) On June 30, 1995 the Company sold its interest in its paper and pulp
business to Consolidated Papers, Inc. (CPI) for $118 million in cash,
plus CPI's assumption of certain debt and lease obligations. The
Company is still committed to a maximum guarantee of $95 million to
ensure a portion of a $33.4 million annual lease obligation for paper
mill equipment under an operating lease extending to 2012. CPI has
agreed to indemnify the Company for any payments the Company may make
as a result of the Company's obligation relating to this operating
lease.
(3) Includes the financial results for the Reach All Partnership and
general corporate expenses not allocable to a specific business
segment.
ELECTRIC OPERATIONS
Electric operations generate, transmit, distribute and sell electricity.
The CompanyMinnesota Power provides electricity to 121,000124,000 customers in northern Minnesota,
while the Company's wholly owned subsidiary, Superior Water, Light and Power
Company, sells electricity to 14,000 customers and natural gas to 11,000
customers, and provides water to 10,000 customers in northwestern Wisconsin.
Another wholly owned subsidiary, BNI Coal, Ltd. (BNI Coal) owns and operates a
lignite mine in North Dakota. Two electric generating cooperatives, Minnkota
Power Cooperative, Inc. and Square Butte Electric Cooperative (Square Butte),
presently consume virtually all of BNI Coal's production of lignite coal under
coal supply agreements extending to 2027. Under an agreement with Square Butte,
the CompanyMinnesota Power purchases 71 percent of the output from the Square Butte unit
which is capable of generating up to 470 megawatts.
-3-
In 1995 large industrial customers contributed about half of the Company's
electric operating revenue. The Company has large power contracts to sell power
to eleven industrial customers (five taconite producers, five paper companies
and a pipeline company) each requiring 10 megawatts or more of power. These
contracts, which have termination dates ranging from April 1997 to December
2005, require the payment of minimum monthly demand charges that cover most of
the fixed costs, including a return on common equity, associated with having the
capacity available to serve these customers.
WATER OPERATIONSWater Operations
Water operations include Southern States Utilities, Inc. (SSU) and, Heater
Utilities, Inc. (Heater), bothand Instrumentation Services, Inc. (ISI), three wholly
owned subsidiaries of the Company. SSU is the largest private water supplier in
Florida. At March
31,June 30, 1996 SSU provided water to 117,000118,000 customers and wastewater
treatment services to 53,00054,000 customers in Florida. At March 31,June 30, 1996 Heater
provided water to 26,00024,000 customers and wastewater treatment services to 3,0001,000
customers in North Carolina and South Carolina. TheseISI provides
maintenance services to water operations
have been upgrading existing facilitiesutility companies in North Carolina, South
Carolina, Florida, Georgia, Tennessee, Virginia and building new facilities.
AUTOMOBILE AUCTIONS
The Company has an 83 percent ownership interest inTexas.
Automobile Auctions
ADESA Corporation (ADESA), is a wholly owned subsidiary of the Company and
is the third largest automobile auction business in the United States.
ADESA, headquarteredHeadquartered in Indianapolis, Indiana, ADESA owns and operates 2023 automobile
auctions in the United States and Canada through which used cars and other
vehicles are sold to franchised automobile dealers and licensed used car
dealers. Two wholly owned subsidiaries of ADESA, Automotive Finance CompanyCorporation
and ADESA Auto Transport, perform related services. Sellers at ADESA's auctions
include domestic and foreign auto manufacturers, car dealers, fleet/lease
companies, banks and finance companies.
The Company acquired 80 percent of ADESA on July 1, 1995 for $167 million
in cash. Proceeds from the Company's sale of the paper and pulp
business combined with proceeds from the sale of securities investments
were used to fund this acquisition. Acquired goodwill and other intangible
assets associated with this acquisition are being amortized on a straight
line basis over periods not exceeding 40 years. In January 1996 the Company provided an additional $15 million of
capital in exchange for 1,982,346 original issue common stock shares of ADESA.
This capital contribution increased the Company's ownership interest in ADESA to
83 percent. Put and call agreements with ADESA's four top executives provideOn August 21, 1996 Minnesota Power acquired the remaining 17 percent
ownership interest of ADESA from the ADESA management shareholders who, in
conjunction with the righttransaction, left ADESA to sell to the Company,pursue other opportunities.
Acquired goodwill and the Company the
right to purchase, ADESA management's 17 percent retained ownership
interest in ADESA, in increments during the years 1997, 1998 and 1999, atother intangible assets associated with this acquisition
are being amortized on a price based on ADESA's financial performance.
INVESTMENTSstraight line basis over periods not exceeding 40
years.
Investments
The Company owns 80 percent of Lehigh Acquisition Corporation, a real
estate company which owns various real estate properties and operations in
Florida.
The CompanyMinnesota Power has a 21 percent equity investment in Capital Re
Corporation (Capital Re). Capital Re is a Delaware holding company engaged
primarily in financial and mortgage guaranty reinsurance through its wholly
owned subsidiaries, Capital Reinsurance Company and Capital Mortgage Reinsurance
Company. Capital Reinsurance Company is a reinsurer of financial guarantees of
municipal and non-municipal debt obligations. Capital Mortgage Reinsurance
Company is a reinsurer of residential mortgage guaranty insurance. The Company's
equity investment in Capital Re at March
31,June 30, 1996 was $94$96 million.
As of March 31,June 30, 1996 the Company had approximately $107$142 million invested in
a securities portfolio. The majority of the securities are investment grade
stocks of other utility companies and are considered by the Company to be
conservative investments. Additionally, the Company sells common stock
securities short and enters into short sales of treasury futures contracts as
part of an overall investment portfolio hedge strategy.
USE OF PROCEEDS
Unless shares of Common Stock are purchased directly from-4-
Selling Shareholders
The following table lists the Company,
the Company will receive no proceeds from the offering of Common Stock
through the Plan. To the extent that shares are purchased directly from
the Company, the net proceeds are expected to be used for general corporate
purposes. The Company has no basis for estimating eitherSelling Shareholders, the number of shares of
Common Stock that may be sold underof the Plan,Company beneficially owned by each as of the prices at which
such shares will be sold ordate of this
Prospectus, the number of shares to be offered by each and the number of
outstanding shares to be owned by each after the sale. Minnesota Power exchanged
the Shares for all the outstanding shares of common stock of Alamo Auto Auction
Houston, Inc. and Alamo Auto Auction, Inc. owned by the Selling Shareholders.
Minnesota Power then contributed the shares to ADESA Holdings, Inc. (ADESA
Holdings), a wholly owned subsidiary of Minnesota Power. The Shares were issued
by the Company and delivered to the Selling Shareholders in a private placement
transaction that will be purchased
directly fromhas been accounted for as a pooling of interests.
Shares to be
Shares Owned Shares to be Owned After
Selling Shareholder Prior to Offering Offered Hereby Offering
- ---------------------- -------------------- ----------------- -----------
Charles O. Massey 165,552 165,552 0
Frank L. Massey and D. A. Massey,
as joint tenants 165,552 165,552 0
B. J. McCombs 141,902 141,902 0
- ------------------------
ADESA Holdings owns 100% of Alamo Auto Auction Houston, Inc. (ADESA
Houston) and Alamo Auto Auction, Inc. (ADESA San Antonio). Charles O.
Massey is an employee of ADESA San Antonio. Frank L. Massey is the
Executive Vice President of ADESA San Antonio.
As of October 2, 1996 each of the Selling Shareholders individually held
less than one percent of the Company's then outstanding Common Stock.
As of September 30, 1996 the Selling Shareholders represented to the
Company that they (i) were acquiring the Shares pursuant to the share
exchange for investment and not with a view toward resale or distribution
and (ii) did not at that time have any reason to anticipate any change in
circumstances or other particular occasion or event which would cause them
to desire to sell or otherwise transfer the Shares.
Assumes the sale of all of the Shares covered by this Prospectus and that
no additional shares are acquired by the Selling Shareholders.
Dividends and Price Range
The following table sets forth the Company.
THE PLANhigh and low sales prices per share of
the Common Stock on the New York Stock Exchange composite tape as published in
The Company'sWall Street Journal and the dividends paid for the indicated periods.
Price Range Dividends
----------- ---------
High Low Per Share
---- --- ---------
1994 First Quarter $ 33 $ 28 $ 0.505
Second Quarter 30 1/8 25 0.505
Third Quarter 28 1/8 25 0.505
Fourth Quarter 26 5/8 24 3/4 0.505
1995 First Quarter $ 26 3/8 $ 24 1/4 $ 0.510
Second Quarter 28 25 1/4 0.510
Third Quarter 28 1/8 26 3/8 0.510
Fourth Quarter 29 1/4 27 1/2 0.510
1996 First Quarter $ 29 3/4 $ 26 1/8 $ 0.510
Second Quarter 29 26 0.510
Third Quarter 28 3/4 26 0.510
Fourth Quarter
(through October 3, 1996) 26 7/8 26 3/8
The last reported sale price of the Common Stock on the New York Stock
Exchange composite tape on October 3, 1996 was $26.75 per share. The book value
of the Common Stock at June 30, 1996 was $18.54 per share.
-5-
The Company has paid dividends without interruption on its Common Stock
since 1948, the date of the initial distribution of the Common Stock by American
Power & Light Company, the former holder of all such stock.
The Company has a Dividend Reinvestment and Stock Purchase Plan as amended
and restated effective July 2, 1996 (Plan), is set forth below.. The
definitions of certain capitalized terms are provided under the heading
"Plan Definitions".
PURPOSE OF THE PLAN
The purpose of the Plan is to provide Participantsprovides investors (Participants) with a convenient method of acquiring
shares of the Company's Common Stock through (i) the reinvestment in Company Common Stock of all or a
portion of the cash dividends payable on the Participant's holdings of Company Common
Stock and Preferred Stock,Stocks, and/or (ii) the makinginvestment of Optional Cash Payments.optional cash payments
pursuant to the terms of the Plan. The Plan also provides a means for
Participants to deposit into the Plan for safekeeping, free of any service
charges, share certificates representing shares of Company Common Stock into the Plan for Safekeeping,
free of any service charges, whether or not the depositor participates in
any of the other features of the Plan.
PARTICIPANTS IN THE PLAN
The Plan is available to the following persons:
1) SHAREHOLDERS OF THE COMPANY'S COMMON STOCK AND/OR PREFERRED STOCK
ENROLLED IN THE COMPANY'S AUTOMATIC DIVIDEND REINVESTMENT AND STOCK
PURCHASE PLAN, AS IN EFFECT PRIOR TO ITS CURRENT AMENDMENT AND
RESTATEMENT. Such shareholders will continue to be enrolled in the
Plan without taking any further action to continue the reinvestment
of their Common Stock and Preferred Stock dividends.
2) SHAREHOLDERS OF THE COMPANY'S COMMON STOCK AND/OR PREFERRED STOCK
WITH SHARES REGISTERED IN THEIR OWN NAMES AND WHO ARE NOT ALREADY
ENROLLED IN PLAN AS IN EFFECT PRIOR TO ITS CURRENT AMENDMENT AND
RESTATEMENT. Such shareholders may commence participation by
returning a properly executed Shareholder Authorization Form to the
Plan Administrator.
3) BENEFICIAL OWNERS OF SHARES OF THE COMPANY'S COMMON STOCK AND/OR
PREFERRED STOCK WHOSE SHARES ARE REGISTERED IN NAMES OTHER THAN
THEIR OWN. In order to be eligible to participate in the Plan, such
beneficial owners must become shareholders of record by having some
or all of such shares transferred to their names. Alternatively, to
the extent that a beneficial owner's shares are held in street name
by their broker or other similar third-party nominee or agent, such
beneficial owner may participate in the dividend reinvestment
portion of the Plan by certificating their shares and enrolling in
the Plan or by registering their shares with a broker who
participates in the Depository Trust Company (DTC) dividend
reinvestment program. The Company and DTC have made arrangements to
allow investors whose shares are registered by their broker with DTC
to participate in the Plan. DTC has joined the Plan and completed a
Letter of Agreement on behalf of brokers who both register shares
with DTC and participate in DTC's dividend reinvestment program.
Beneficial owners participating in the Plan through their broker
must contact their broker to change their method of participation in
the Plan or to terminate participation in the Plan. Reinvestment of
dividends through broker participation is limited to the purchase of
whole shares. Optional Cash Payments may not be made to the extent
participation in the Plan is through a broker.
4) OTHER INTERESTED INVESTORS, INCLUDING CUSTOMERS, WHO ARE NOT ALREADY
SHAREHOLDERS OF THE COMPANY'S COMMON STOCK AND/OR PREFERRED STOCK.
Such investors may participate in the Plan by making aStock. A minimum
Initial Cash Investment to purchase Common Stock through the Plan
and returning a properly executed Initial Investment Form to the
Plan Administrator. Except with respect to Customers (as defined
herein), such minimum investment is $250. Customers are permitted
to make a minimuminitial cash investment of $10. In certain jurisdictions,
applicable laws require that shares of Common Stock offered under
the Plan to persons, including Customers,$250 is required for interested investors who are not
presently record
holders of Common Stock be offered only through a registered broker-
dealer. No offers or sales will be effected inshareholders (except generally for those jurisdictions
unless the Company has satisfied the requirements of the state
securities laws applicable to the operation of the Plan.
PLAN DEFINITIONS
Account: The Plan Administrator's record of a
Participant's Plan activity.
Administrator: Minnesota Power Shareholder Services.
Company: Minnesota Power & Light Company.
Customer: Any personinterested investors who is (i) a customerare customers
of the Company, Superior Water, Light and Power Company, Heater Utilities Incorporated or Southern States
Utilities, Inc. or (ii) a lessee of real
property owned by the Company or (iii) a member
of another category of persons with an ongoing
business relationship with the Company as such
category may be approved for Customer status
under the Plan by the Company's Board of
Directors from time to time.
Custodian: Minnesota Power Shareholder Services.
Dividend Payment Date: The date on which dividends are payable, as
determined by the Company's Board of Directors.
These dates are normally the first day of March,
June, September and December for the Company's
Common Stock and the first day of January,
April, July and October for the Company's
Preferred Stock.
Dividend Record Date: The date on which shareholders, including Plan
Participants, must be shareholders in order to
receive dividends on their shares. Generally,
the Dividend Record Date is the 15th of the
month preceding the Dividend Payment Date. If
the 15th falls on Saturday, then the Dividend
Record Date is the 14th; if the 15th falls on
Sunday, then the Dividend Record Date is the
16th.
Ex-Dividend Date: A date prior to the Dividend Record Date, based
on industry regulations, necessary to allow for
the settlement of securities traded through a
broker by the Dividend Record Date. Stock
purchased from a broker after the Ex-Dividend
Date is not entitled to the succeeding
dividend.
Independent Agent: A registered broker-dealer or bank selected by
the Plan Administrator to purchase and/or sell
shares of Company Common Stock on the open
market for Plan Participants.
Initial Cash Investment: A payment made to the Company to purchase shares
of Common Stock to open a Plan Account. The
minimum Initial Cash Investment is $250 for
interested investors who are not shareholders
(except for those interested investors who are
Customers,SSU, in which
case the minimum is $10). Initial Investment Form: A form available from the Plan Administrator
which allows new investors to enroll in the Plan
and designate the method of receiving dividends
on their shares.
Investment Date: The date on which the weighted average purchase
price for all shares of Common Stock purchased
with respect to a particular Investment Period
is determined. In the event that original issue
shares are purchased under the Plan, the
Investment Date will be the first day of the
month following the end of the Investment
Period. If open market purchases are made, the
Investment Date will be the later of (i) the
first day of the month following the end of the
Investment Period or (ii) the day following the
end of the Investment Period on which all
purchases on the open market are completed by
the Independent Agent. Purchased shares are
credited to a Participant's Account on the
Investment Date.
Investment Period: The period during which cash payments are
accepted from Participants for investment in
Common Stock to be credited to Plan Accounts on
the Investment Date. The Investment Period
begins on the first business day following the
last day of the prior Investment Period (which
last day is the fifth business day before the
end of the prior month) and ends on the last day
of the current Investment Period (which last day
is the fifth business day before the end of the
current month).
Optional Cash Payments: Cash payments sent at any time to the Plan
Administrator by a Participant to purchase
additional shares of Common Stock under the
Plan.
Safekeeping: The depositing of Common Stock share
certificates with the Plan Administrator for the
benefit of a Plan Participant.
Shareholder Authorization A form available from the Plan Administrator
Form: which allows a current shareholder to become a
Participant, to direct investment and
reinvestment of dividends on shares held in the
Plan, and to express other directions with
respect to the Participant's Account and
participation in the Plan.
Statement of Account: Written reports and summaries of a Participant's
Plan activity mailed by the Plan Administrator
to the Participant.
PLAN ADMINISTRATION
The Company is the Plan Administrator through its Shareholder Services
department. The Plan Administrator administers the Plan for Participants,
keeps records, sends Statements of Account to Participants and performs
other duties relating to the Plan.
Should the Plan purchase or sell shares on the open market, the
Company will appoint the Independent Agent to act as the independent agent
of Participants. The Company, as Custodian under the Plan, holds shares
acquired under the Plan and shares deposited into the Plan for Safekeeping.
The Company may resign as Plan Administrator or as Custodian at any time
upon the appointment of a successor. The Company believes that its
position as Plan Administrator, as compared with that of a registered
broker-dealer or federally insured banking institution, poses no material
risk to Participants for the following reasons: (i) the Company has
substantial experience in administering its dividend reinvestment program
over the years, having successfully served as administrator of the program
since 1980, (ii) the Plan Administrator's duties are limited to clerical
and administrative functions such as recordkeeping, processing of
Shareholder Authorization Forms, Initial Investment Forms and Optional Cash
Payment Forms, and preparing and distributing the periodic Statements of
Account and (iii) a separate escrow account has been established with a
bank to hold cash payments received from Participants pending investment
under the Plan.
All communications concerning the Plan should be directed by mail or
telephone to the Plan Administrator as follows:
Shareholder Services
Minnesota Power
30 West Superior Street
Duluth, Minnesota 55802
Telephone: (218) 723-3974 or (800) 535-3056
Fax: (218) 720-2502
SOURCE AND PRICE OF PURCHASED SHARES
Common Stock acquired by Participants pursuant to the Plan will
consist of (i) shares sold through the Plan by Participants and, at the
Company's option, either (ii) authorized but unissued shares of Common
Stock purchased from the Company or (iii) issued and outstanding shares
purchased by the Independent Agent in the open market. The Company has
sole discretion as to the method by which Common Stock is purchased under
the Plan for Participants.
The price per share for shares purchased from Participants selling
shares through the Plan will be the market closing price of the Company's
Common Stock on the business day immediately preceding the sale date. In
the case of original issue shares purchased from the Company, the price per
share will be the average of the reported closing prices on the composite
tape on the last three business days prior to the applicable Investment
Date. Shares purchased on the open market will have a price per share
equal to the weighted average price (excluding any relatedNo brokerage fees, commissions or other service
charges) at which such sharescharges are purchased by
the Independent Agent with cash payments received and dividends reinvested
during the applicable Investment Period. Since shares purchased by
Participants may come from more than one source (i.e., shares purchased
from selling Participants combined with original issue shares purchased
from the Company or with shares purchased on the open market), the price
per share to the purchasing Participants will be a weighted average of the
prices paid for all shares acquired for the Plan with cash payments
received and dividends reinvested during the applicable Investment Period.
Subject to any limitations imposed by Federal or state securities
laws, the Independent Agent will have full discretion as to all matters
relating to open market purchases, including the determination of the
number of shares, if any, to be purchased on any day or at any time of day,
the price paid for such shares, the markets on which such shares are to be
purchased and the persons (including other brokers and dealers) from or
through whom such purchases are made. Neither the Company or any of its
affiliates, nor any Participant, may exercise any control or influence over
the timing, price, amount or manner of purchases of the Common Stock
purchased by the Independent Agent.
The Company cannot change more than once every three months its
determination that shares will be purchased on the open market or directly
from the Company. Such change will be documented by the Company in the
form of a resolution from the Board of Directors or by order of the
Company's Chief Financial Officer. No purchases under the Plan will be
made merely for the purpose of creating trading activity in order to raise
the price of the Company's Common Stock.
PLAN ENROLLMENT
Shareholders who own Common Stock and/or Preferred Stock and are not
already enrolled in the Plan and shareholders who have shares registered in
more than one name will receive a Shareholder Authorization Form for each
registration. If this occurs, the shareholder has the choice of signing
and returning any or all of the Shareholder Authorization Forms, but must
return all Shareholder Authorization Forms in order to have dividends on
all shares reinvested. All shareholders must sign the Shareholder
Authorization Form in the name in which their shares are registered.
Customers not already owning Company Common Stock or Preferred Stock
may enroll in the Plan by making an Initial Cash Investment of at least
$10. Other interested investors who are not Company stockholders may
become Participants by making an Initial Cash Investment of at least $250.
Customers and other interested investors wishing to purchase shares through
the Plan should contact the Plan Administrator for an Initial Investment
Form.
INVESTMENT OF DIVIDENDS ON SHARES
A Participant may choose to have cash dividends on all or a portion of
such Participant's shares of Common Stock (including shares held in the
Participant's Account) and/or Preferred Stock paid directly to the
Participant or, alternatively, may have the Participant's Account credited
with full and fractional shares of Common Stock purchased with cash
dividends on all or a portion of such shares. Reinvested dividends will be
credited to Participants' Accounts as of the Dividend Payment Date. See
"Timing of Share Purchases" below. A Participant may change the method of
receiving dividends upon written notification to the Plan Administrator at
any time without withdrawing from the Plan. No interest will be paid on
any cash dividends held by the Company pending investment in the Plan.
CASH PAYMENTS TO PURCHASE SHARES
After enrollment in the Plan and the purchase of shares through the
Initial Cash Investment, Participants may purchase additional shares under
the Plan through Optional Cash Payments delivered to the Plan
Administrator. A Participant may cease making Optional Cash Payments at
any time without withdrawing from the Plan. A Participant may choose to
make an Optional Cash Payment by returning an Optional Cash Payment Form
and enclosing a check or money order payable to Minnesota Power. Payments
may vary in amount, but may not be less than $10 per payment nor more than
$100,000 per calendar year. Optional Cash Payment Forms are included with
each Statement of Account or will be sent to Participants by the Plan
Administrator upon request. Initial Cash Investments and Optional Cash
Payments received by the Company are transmitted promptly to a segregated
escrow account upon receipt. Any interest earned on the account will be
used to defray costs of administering the Plan. No interest will be paid
on any Initial Cash Investments and Optional Cash Payments held pending
investment in the Plan. See "Timing of Share Purchases" below. Initial
Cash Investments and Optional Cash Payments will not be returned to
Participants unless a written request is received by the Plan Administrator
no later than the last day of the Investment Period within which such
Initial Cash Investments and Optional Cash Payments are received.
Optional Cash Payments received from foreign shareholders must be in
United States dollars and will be invested in accordance with the Plan
procedures.
TIMING OF SHARE PURCHASES
Initial Cash Investments and Optional Cash Payments received during an
Investment Period will be used to purchase shares of Common Stock to be
credited to the Participant's Account as of the Investment Date following
the end of such Investment Period. If an Initial Cash Investment or
Optional Cash Payment is received by the Company during the last four
business days of the month, the shares to be purchased will be purchased
and credited to the Participant's Account as of the second following
Investment Date. Notwithstanding anything herein to the contrary, Initial
Cash Investments and Optional Cash Payments will be used to purchase Common
Stock under the Plan within 35 days following receipt.
If any Shareholder Authorization Form directing reinvestment of
dividends is received by the Plan Administrator on or prior to a Dividend
Record Date, that dividend is reinvested in shares of Common Stock in
accordance with the Participant's instructions and such shares are credited
to the Participant's Account. If the Shareholder Authorization Form is
received by the Plan Administrator after such Dividend Record Date, that
dividend is paid in cash and reinvestment begins with the next dividend.
The Dividend Record Dates for the payment of dividends on the Company's
Common Stock and Preferred Stock are customarily fifteen days prior to the
Dividend Payment Dates. Common Stock Dividend Payment Dates usually are
the first day of March, June, September and December. The Dividend Payment
Dates for the Preferred Stock usually are the first day of January, April,
July and October.
For example, in the case of a Common Stock dividend paid by the
Company on March 1, for which the record date was February 15, if the
Shareholder Authorization Form directing reinvestment is received by the
Plan Administrator on or prior to February 15, the March 1 dividend will be
reinvested in shares of Common Stock which will be credited to the
Participant's Account as of the Investment Date following such record date.
However, if the Shareholder Authorization Form is received by the Plan
Administrator after February 15, the March 1 dividend will be paid in cash
and reinvestment will not begin until the next dividend. Optional Cash
Payments received after February 15 and no later than five business days
before the end of February also will be invested in shares of Common Stock
which will be credited to the Participant s Account as of the Investment
Date following the Investment Period in which such payments are received,
although the March 1 dividend will not be paid on these newly acquired
shares because they were not held on the Dividend Record Date. Optional
Cash Payments received by the Plan Administrator during the last four
business days of February will be held and invested with all other Optional
Cash Payments received during the period commencing the day after the fifth
business day prior to the end of February and ending on the fifth business
day prior to the end of March and will be credited to the Participant's
Account as of the Investment Date immediately following the last day of
March.
Notwithstanding anything herein to the contrary, dividends to be used
to purchase Common Stock under the Plan will be so used within 30 days
following the related Dividend Payment Date.
NUMBER OF COMMON SHARES PURCHASED FOR PARTICIPANTS
Shares of Common Stock purchased under the Plan by a Participant and
shares of Common Stock represented by certificates depositedincurred by a Participant for Safekeeping in the Plan will be credited to that
Participant's Accountpurchases made under the Plan. The number of shares purchased for
each Participant with respect to any Investment Period depends upon (a) the
amount of the Participant s dividends to be reinvested and Optional Cash
Payments to be invested, and (b) the price of the shares of Common Stock
purchased. Each Participant's Account is credited with that number of
shares, including any fractional share computed to three decimal places,
equal to the total amount of dividends reinvested or Optional Cash Payments
invested on such Participant's behalf divided by the applicable price per
share. Other than the $100,000 maximum cash investment per calendar year,
the Plan does not limit the number of shares of Common Stock which any
Participant may purchase. THE MANNER IN WHICH THE PLAN OPERATES DOES NOT
PERMIT THE PLAN ADMINISTRATOR TO HONOR A REQUEST THAT A SPECIFIC NUMBER OF
SHARES BE PURCHASED.
COSTS UNDER THE PLAN
No brokerage fees, commissions or other charges will be incurred by
Participants for shares purchased for their Plan Accounts.
However, any such charges paid by the Company will beare reported to the Internal Revenue Service (IRS) by the
Company as income to the Participant. Because of the
volume of shares purchased through the Plan, commissions that the Company
pays on behalf of Participants should be less than those which Participants
would otherwise pay should they purchase, individually, the same number
shares on the open market.
If a Participant requests the Plan Administrator to sell shares of
Common Stock through the Plan (other than a request for the sale of less
than one share), the Participant will pay a nominal administrative fee and
applicable taxes. There are no other service charges for participating in
the Plan. All costs of administration of the Plan are paid by the Company.
However, the Company reserves the right at any time to charge an
administrative fee for costs that are reasonably related to actual
administrative costs incurred by the Company as Plan Administrator. These
costs include printing and mailing costs for prospectuses, brochures and
forms, administrative handling fees for paperwork pursuant to Participant
instructions, and other similar costs. Should the Company determine to
charge such fees, Participants will be notified ninety days prior to their
effective date.
CERTIFICATES FOR SHARES; DEPOSITS AND WITHDRAWALS
Participants can request stock certificates for any number of full
shares credited to their Plan Accounts, and may make such requests without
withdrawing from the Plan. There is no charge for this service. A written
request must be made to the Plan Administrator by (i) completing the change
in participation form on the reverse side of the Optional Cash Payment
Form, or (ii) by submitting a letter of instruction indicating the Account
number and registration. The request should indicate the number of shares
to be certificated and must be signed by ALL Account owners. A separate
request must be made each time a certificate is requested. Requests are
processed as soon as practicable after receipt. Generally, the
certificates are issued within five business days after the Company
receives the request. Any remaining full and fractional shares will
continue to be held in Participants' Accounts. Certificates for fractional
shares will not be issued under any circumstances. If a Participant
requests the issuance of certificates for shares credited to his or her
Plan Account, dividends on such certificated shares will be paid by check
in full unless the Participant requests that dividends be fully reinvested
or, alternatively, be partially reinvested. Such requests must be in
writing, directed to Shareholder Services and received by Shareholder
Services not later than the Dividend Record Date for a dividend payment on
the certificated shares to be fully or partially reinvested. If the
Participant previously held share certificates registered in his or her
name and already has on file with the Plan Administrator instructions
regarding reinvestment of dividends on those shares, the Plan Administrator
will continue to follow those instructions unless the Participant requests
otherwise.
CHANGE IN MANNER OF PARTICIPATION
A Participant may, without withdrawing from the Plan, request the Plan
Administrator to stop the reinvestment of any cash dividends on shares of
Common Stock and/or Preferred Stock registered in the Participant's name by
giving written notice to the Plan Administrator. In order to stop the
reinvestment of a cash dividend payment, such written notice must be
received by the Plan Administrator not later than the Dividend Record Date
for such dividend payment.
TRANSFER OR ASSIGNMENT OF COMMON STOCK HELD IN A PLAN ACCOUNT
A Participant may instruct the Plan Administrator to transfer or
assign Plan shares to another Account or to a new Account. Such
instructions must be accompanied by appropriate documentation and must
comply with transfer regulations and applicable laws. Participants may
call the Plan Administrator for specifics as to requirements for transfer.
SHARES PLEDGED
Shares held in a Plan Account may not be pledged as collateral.
Participants wishing to use their Shares in the Plan as collateral must
have certificates issued for the shares. See "Certificates for Shares;
Deposits and Withdrawals" above. The certificates can then be delivered as
collateral. A Participant does not withdraw from the Plan if at least a
fractional share remains in the Participant's Account after the Participant
certificates shares.
SHAREHOLDER VOTING
For each meeting of shareholders, Participants receive proxy cards
covering total full and fractional shares held, including shares held
directly and shares held under the Plan. If a proxy card is returned
properly signed and marked for voting, the shares covered are voted as
marked. If a proxy card is returned properly signed, but without
instructions as to the manner shares are to be voted with respect to any
item thereon, the shares covered are voted in accordance with the
recommendations of the Company's Board of Directors. If the proxy card is
not returned, or if it is returned unexecuted or improperly executed, the
shares covered are not voted unless the Participant votes in person.
SALE OF SHARES
The Plan allows Participants to sell up to 99.999 shares of Common
Stock credited to their Accounts in one transaction per calendar year under
the Plan. This includes shares of Common Stock deposited in the Plan for
Safekeeping. The Company will not charge the Participant an administrative
and/or broker commission fee for this service if less than one share is
sold under this feature of the Plan. The Company will charge the nominal
administrative costs of sales of one or more shares and less than 100
shares. If the Participant wishes to sell more than once per calendar year
or 100 or more shares, the Participant can request that a certificate be
issued for the shares. Once a certificate is received, an order can be
placed to sell through a broker. Shares acquired through and held in the
Plan, as well as shares surrendered for Safekeeping, may be sold or
certificated in this manner. Shares held outside the Plan may not be sold
through the Plan. A written request must be made to the Plan Administrator
(i) by completing the change in participation form on the reverse side of
the Optional Cash Payment Form, or (ii) by submitting a letter of
instruction indicating the account number and registration. The request
should indicate the number of shares to be sold and must be signed by ALL
Account owners.
Plan shares will generally be sold or certificated by the Plan
Administrator within five business days following receipt of the request.
Sale requests received during the dividend processing period, however, may
be delayed until the dividend processing is completed. The Independent
Agent or the Plan Administrator will have full discretion in all matters
related to the sale, including the time of sale, sale price and the markets
or persons through whom the shares are sold. Participants cannot specify a
price at which to sell their shares. To the extent such shares are
purchased on behalf of Participants purchasing shares under the Plan, the
price per share will be the market closing price of the Common Stock on
the business day immediately preceding the sale date. If such shares are
not purchased on behalf of Participants purchasing shares under the Plan,
then such shares will be sold by the Independent Agent on the open market
as soon as possible and the sale price will be the actual price at which
the shares are sold. Within four business days after the date of sale of
the Plan shares, a check will be issued for the proceeds of the sale minus
the applicable administrative fee and taxes. The check will be made
payable to the registered owners only.
WITHDRAWAL FROM PLAN PARTICIPATION
A Participant may withdraw from the Plan at any time. Participants
must notify the Plan Administrator in writing of their intention to
terminate participation in the Plan. The written request must be made to
the Plan Administrator by completing the change in participation form on
the reverse side of the Optional Cash Payment Form attached to the periodic
Statement of Account or by submitting a letter of instruction indicating
the Account number and registration. The request should indicate that the
Participant wishes to terminate participation in the Plan. All Account
owners must sign the request and indicate whether they wish to receive a
stock certificate or sell their shares. As set forth above, Participants
may terminate participation in the Plan either by selling all the shares in
their Plan Account through the Plan (if such number of shares is less than
100 and the Participant has not sold any other shares credited to his or
her Plan Account in the year of termination) or by having a certificate
issued for a specific number of whole shares in their Account and selling
the fractional balance of shares. Certificates will not be issued for
fractional shares; fractional shares will be sold when terminating
participation in the Plan. Optional Cash Payments received prior to the
request to terminate Plan participation will be invested during the next
Investment Period unless the Participant timely requests the return of such
Optional Cash Payments. The termination of Plan participation will be
delayed if the request is received during the dividend processing period or
if shares purchased with a Participant's Optional Cash Payment have not yet
been allocated to his or her Plan Account. In any event, certificates for
whole shares allocated to a terminating Participant's account and/or the
proceeds from the sale of any shares held in such account will be sent to
the terminating Participant no later than 30 days following the notice of
termination.
A Participant s withdrawal from the Plan will stop all investment
under the Plan if, in the case of the reinvestment of dividends,
notification of withdrawal is received not later than the Dividend Record
Date for a cash dividend payment normally reinvested by the Participant or,
in the case of Optional Cash Payments, the fifth business day prior to the
end of the month in which the Optional Cash Payment is received by the Plan
Administrator. Any cash dividend or Optional Cash Payment received for
which investment has been stopped by timely notification of withdrawal from
the Plan will be paid by the Plan Administrator to the Participant without
interest.
If the Plan Administrator is not requested to sell shares of Common
Stock held in the Participant's Account upon notification of a
Participant's withdrawal from the Plan, certificates for whole shares
credited to the Participant's Account under the Plan will be issued to the
Participant and a cash payment will be made for any fractional share. The
cash payment for any fractional share will be based on the sale price as
indicated under the heading "Sales of Shares" above. If a Participant
sells or otherwise disposes of all the shares of stock registered in the
Participant's name in certificate form, the Plan Administrator will
continue to reinvest the dividends on the shares credited to the
Participant's Account until the Participant notifies the Company in writing
of its intent to withdraw from the Plan.
Participants terminating their Plan participation will receive a Plan
History Statement detailing the current Plan Account history. THE PLAN
HISTORY STATEMENT SHOULD BE RETAINED FOR TAX PURPOSES.
SALE OR TRANSFER IF A PARTICIPANT DIES
If a Participant dies, cash dividends which the Participant had
directed to be reinvested in Common Stock under the Plan (including all
dividends on shares credited to the Participant's Account under the Plan)
will continue to be reinvested until such time as an authorized
representative of the Participant's estate instructs the Plan Administrator
to sell or certificate shares of the Common Stock credited to the
Participant's Account or requests withdrawal from the Plan. Reinvestment
of cash dividends on shares of Common Stock credited to the Participant's
Account will continue until the Plan Administrator is otherwise instructed
by an authorized representative of the Participant's estate. Optional Cash
Payments sent prior to a Participant's death will be invested in shares of
Common Stock unless, prior to investment, an authorized representative of
the Participant's estate instructs the Plan Administrator not to make the
investment. All instructions and requests by authorized representatives of
a deceased Participant's estate must be accompanied by appropriate
documentation and must comply with the transfer requirements and any
applicable laws. Representatives of a Participant's estate should contact
the Plan Administrator for specific information.
SAFEKEEPING
A Participant may deposit certificates representing shares of the
Company's Common Stock registered in his or her name into his or her Plan
Account for Safekeeping. Certificates representing shares to be deposited
for Safekeeping should be sent, together with a completed Shareholder
Authorization Form, to the Plan Administrator. It is suggested that
Participants use certified or registered mail when sending stock
certificates, declaring a value equal to 2% of the market value of the
shares on the date of mailing. This amount is the approximate cost of
replacing the certificates should they be lost in the mail. CERTIFICATES
SURRENDERED FOR SAFEKEEPING SHOULD NOT BE ENDORSED. A Shareholder
Authorization Form may be obtained at any time by request to the Plan
Administrator.
It is the responsibility of the Participant to retain records relative
to the cost of any shares represented by certificates deposited for
Safekeeping. Shareholders may submit certificates for Safekeeping at any
time. Notification will be sent confirming receipt of certificates
surrendered for Safekeeping. COMMON STOCK SURRENDERED FOR SAFEKEEPING WILL
BE TREATED IN THE SAME MANNER AS SHARES PURCHASED THROUGH THE PLAN.
STATEMENTS OF ACCOUNT; SHAREHOLDER COMMUNICATIONS
The Plan Administrator maintains an Account for each Participant. All
shares purchased for a Participant under the Plan or delivered by a
Participant for Safekeeping are credited to, and held in, such
Participant's Account. Shares are withdrawn from a Participant's Account
when certificates for shares are issued to, or shares are sold for, a
Participant. In addition to a quarterly statement of his or her Account,
each Participant receives a monthly statement for each of the following
transactions: (i) purchase of additional shares with Optional Cash
Payments, (ii) deposit of shares into the Plan for Safekeeping, (iii) sale
of shares held in the Plan, (iv) withdrawal of Plan shares in certificate
form, (v) transfer of shares into another Account, and (vi) upon
termination of the Plan. THE STATEMENTS OF ACCOUNT ARE A PARTICIPANT'S
CONTINUING RECORD OF THE COST OF SHARES PURCHASED, THEIR BASIS FOR FEDERAL
INCOME TAX PURPOSES, THE PROCEEDS OF SALES AND THE AMOUNT OF DIVIDENDS
REPORTABLE FOR FEDERAL INCOME TAX PURPOSES, AND SHOULD BE RETAINED FOR
INCOME TAX PURPOSES. Each Participant also receives copies of the same
communications sent to all holders of the Company's Common Stock and
Preferred Stock, including the Company's Annual Report and any Quarterly
Reports to Shareholders, Notice of Annual Meeting and Proxy Statement and
tax information for reporting dividends paid.
RESPONSIBILITY OF THE COMPANY AND ITS AGENTS UNDER THE PLAN
Neither the Company, in its individual capacity or as Plan
Administrator or Custodian, nor any Independent Agent appointed by the
Company pursuant to the Plan will be liable for any act done in good faith
or for any good faith omission to act with respect to the Plan, including,
without limitation, any claim of liability (i) arising out of failure to
terminate a Participant's Account upon such Participant's death prior to
receipt of notice in writing of such death, (ii) with respect to the prices
or times at which, or sources from which, shares are purchased or sold for
Participants, or (iii) with respect to any fluctuation in market value
before or after any purchase or sale of shares; provided that nothing
contained herein shall be construed to affect any Participant's right to
bring suit under the federal securities laws of the United States.
PARTICIPANTS MUST RECOGNIZE THAT THE COMPANY CANNOT ASSURE THEM A
PROFIT, OR PROTECT THEM AGAINST LOSSES, ON SHARES PURCHASED PURSUANT TO THE
PLAN. THE MARKET PRICE OF COMMON STOCK CAN FLUCTUATE SUBSTANTIALLY.
PARTICIPANTS ACCEPT THE RISKS AS WELL AS THE BENEFITS OF THE PLAN.
PARTICIPANT RESPONSIBILITIES UNDER THE PLAN
Plan shares are subject to escheatment to the state in which the
Participant resides in the event that such shares are deemed, under such
state's laws, to have been abandoned by the Participant. Participants,
therefore, should notify the Plan Administrator promptly in writing of any
change of address. Statements of Account and other communications to
Participants will be addressed to them at the last address of record
provided by Participants to the Plan Administrator.
RIGHTS OFFERING AND STOCK SPLIT
In a rights offering, warrants representing rights on all shares held
directly by each Participant, including those credited to the Participant's
Account under the Plan, will be mailed directly to the Participant in the
same manner as to shareholders not participating in the Plan.
Rights based on a fractional share held in the Plan will be sold by
the Plan Administrator and the proceeds will be credited to the
Participant's Account under the Plan and applied as cash dividends to
purchase Common Stock to be credited to the Participant's Account as of the
Investment Date following the next Investment Period in which Common Stock
is purchased with reinvested dividends.
Any shares issued pursuant to a stock split distributed by the Company
on shares credited to the Participant's Account under the Plan will be
added to the Participant's Account. Shares issued pursuant to a stock
split distributed on any certificated shares registered in the name of the
Participant will be mailed directly to the Participant in the same manner
as to shareholders who are not participating in the Plan.
MODIFICATION OR TERMINATION OF PLAN; TERMINATION OF PARTICIPANTS The Company reserves the right to suspend,
modify, amend or terminate the Plan at any time and to interpret and regulate
the Plan as it deems necessary or desirable in connection with the operation of
the Plan. The
Company also reserves the right, at its discretion, to terminate
Participants who no longer actively participate in the Plan. All affected
Participants will receive noticeShares of any such suspension, modification or
termination. In the event of any such termination, affected Participants'
shares heldCommon Stock are offered for sale under the Plan will be delivered or sold in the manner
described under the heading "Withdrawal from Plan Participation" above.
In addition, the Company may terminate a Participant's participation
in the Plan if it believes that such participation may be contrary to the
general intent of the Plan or in violation of applicable law. The
Participant will receive a certificate for whole shares and a check for the
cash value of the fractional share in his or her Plan Account.
PARTICIPANTS' INCOME TAX WITHHOLDING
In the caseonly by
means of a participating foreign shareholder whose dividends are
subject to United States income tax withholding, or a domestic shareholder
subject to backup withholding, the tax required to be withheld will be
deductedseparate prospectus available upon request from the amountCompany.
Description of any cash dividend otherwise to be applied to
the purchase of shares for the Participant s Account under the Plan, and
the amount of dividend after such deduction will be applied to the purchase
of additional shares. The regular Statements of Account sent to such
Participants will indicate the amount of tax withheld. Income tax withheld
by the Company may not be refunded by the Company but may be claimed as a
credit on an individual s Federal income tax return. In addition,
withholding will occur on any sale of shares if a Participant s Account is
subject to income tax withholding. The check sent to the Participant will
be reduced by the amount of tax withheld and any applicable administrative
fees or broker commissions.
FEDERAL INCOME TAX CONSEQUENCES
With respect to reinvested cash dividends used to purchase authorized
but unissued shares from the Company, a Participant will be treated for
Federal income tax purposes as having received dividend income in an amount
equal to the fair market value on the Dividend Payment Date of the full and
fractional number of shares purchased with reinvested dividends. The tax
basis of the shares so purchased will be equal to the fair market value of
such shares on the Dividend Payment Date.
With respect to reinvested cash dividends used to purchase shares in
the open market, a Participant will be treated for Federal income tax
purposes as having received dividend income in an amount equal to the cash
dividend reinvested plus brokerage fees, commissions or other service
charges if paid by the Company to obtain the shares. The tax basis of the
shares so purchased will be equal to the amount of the dividend
distribution.
A Participant who purchases shares with Optional Cash Payments will
recognize no taxable income upon such purchases except to the extent of any
brokerage fees, commissions or other service charges paid by the Company to
obtain the shares. The tax basis of shares purchased in this manner will
be the amount of the Optional Cash Payment plus such charges as may be paid
by the Company, if applicable.
The holding period for shares acquired under the Plan begins on the
day after the shares are credited to Participants Accounts. A
Participant s dividend income and any additional income, such as brokers
commission the Company pays on a Participant's behalf, will be reported on
the Participant s year-end Form 1099-DIV.
For a foreign shareholder of the Company s Common Stock and/or
Preferred Stock whose cash dividends are subject to United States income
tax withholding or a shareholder of the Company s Common Stock and/or
Preferred Stock who is subject to backup withholding who elects to have
cash dividends on all or a portion of the Participant s Common Stock and/or
Preferred Stock reinvested, (i) the amount reinvested will be reduced by
the amount of tax required to be withheld and (ii) the amount of tax so
withheld will be included for IRS reporting purposes in the dividend income
of the foreign Participant or Participant subject to backup withholding.
The statements confirming purchases for the foreign Participants, and
Participants subject to backup withholding, will indicate the net cash
dividend payment reinvested.
A Participant will not realize any taxable income whenever
certificates for whole shares credited to the Participant s Account under
the Plan are issued to the Participant. However, a Participant will
realize a gain or loss whenever shares are sold. In addition, a
Participant will realize a gain or loss upon receipt of a cash payment for
full or fractional shares credited to the Participant s Account. The
amount of any such gain or loss will be the difference between the amount
which the Participant receives for the share(s) and the Participant s tax
basis thereof.
The information set forth above is only a summary and does not purport
to be a complete description of all tax consequences of participation in
the Plan. The description may be affected by future legislation, IRS
rulings and regulations, or court decisions. In addition, the taxation of
foreign shareholders, except as noted, is not discussed in this Prospectus.
Accordingly, Participants should consult with their own tax advisors with
respect to the Federal, state, local and foreign tax consequences of
participation in the Plan. The foregoing discussion assumes that all
dividend distributions are supported by earnings and profits of the
Company.
DESCRIPTION OF COMMON STOCK
General. The following statements relating to the Common Stock are merely
an outline and do not purport to be complete. They are qualified in their
entirety by reference to the Company sCompany's Articles of Incorporation (Articles of
Incorporation) and the Mortgage and Deed of Trust of the Company. Reference is
also made to the laws of the State of Minnesota.
The Company's authorized capital stock consists of 65,000,000 shares of
Common Stock, without par value, 116,000 shares of 5% Preferred Stock, $100 par
value, 1,000,000 shares of Serial Preferred Stock, without par value, and
2,500,000 shares of Serial Preferred Stock A, without par value.
Dividend Rights. The Common Stock is entitled to all dividends after full
provision for dividends on the issued and outstanding Preferred Stocks and the
sinking fund requirements of the Serial Preferred Stock A, of the $7.125 Series and
$6.70 Series.
The Articles of Incorporation provide that so long as any shares of the
Company's Preferred Stocks are outstanding, cash dividends on Common Stock are
restricted to 75 percent of available net income when Common Stock equity is or
would become less than 25 percent but more than 20 percent of total
capitalization. This restriction becomes 50 percent when such equity is or would
become less than 20 percent. See Note 8 to Consolidated Financial Statements
incorporated by reference in the Company's 1995 Form 10-K.
Voting Rights (Non-Cumulative Voting). Holders of Common Stock are entitled
to notice of and to vote at any meeting of shareholders. Each share of the
Common Stock, as well as each share of the issued and outstanding Preferred
Stocks, is entitled to one vote. Since the holders of such shares do not have
cumulative voting rights, the holders of more than 50 percent of the shares
voting can elect all the Company sCompany's directors, and in such event the holders of
the remaining shares voting (less than 50 percent) cannot elect any directors.
In addition, the Preferred Stocks are expressly entitled, as one class, to elect
a majority of the directors (the Common Stock, as one class, electing the
minority) whenever dividends on any of such Preferred Stocks shall be in default
in the amount of four quarterly payments and thereafter until all such dividends
in default shall have been paid. The Articles of Incorporation include detailed
procedures and other provisions relating to these rights and their termination,
such as quorums, terms of directors elected, vacancies, class voting as between
Preferred Stocks and Common Stock, meetings, adjournments and other matters.
-6-
The Articles of Incorporation contain certain provisions which make it
difficult to obtain control of the Company through transactions not having the
approval of the Board of Directors, including:
(1) A provision requiring the affirmative vote of 75 percent of the
outstanding shares of all classes of capital stock of the Company,
present and entitled to vote, in order to authorize certain "Business
Combinations." Any such Business Combination is required to meet
certain "fair price" and procedural requirements. Neither a 75 percent
stockholder vote nor "fair price" is required for any Business
Combination which has been approved by a majority of the "Disinterested
Directors."
(2) A provision permitting a majority of the Disinterested Directors to
determine whether the above requirements have been satisfied.
(3) A provision providing that certain of the Articles of Incorporation
cannot be altered unless approved by 75 percent of the outstanding
shares of all classes of capital stock, present and entitled to vote,
unless such alteration is recommended to the shareholders by a majority
of the Disinterested Directors.
Liquidation Rights. After satisfaction of creditors and of the preferential
liquidation rights of the outstanding Preferred Stocks ($100 per share plus
unpaid accumulated dividends), the holders of the Common Stock are entitled to
share ratably in the distribution of all remaining assets.
Miscellaneous. Holders of Common Stock have no preemptive or conversion
rights.
The Common Stock is listed on the New York Stock Exchange.
The transfer agents for the Common Stock are Norwest Bank Minnesota, N.A.
and the Company. The registrars for the Common Stock are Norwest Bank
Minnesota, N.A. and the Company.
EXPERTSDescription of Preferred Share Purchase Rights
Reference is made to the Rights Agreement, dated as of July 24, 1996
(Rights Plan) between the Company and the Corporate Secretary of the Company, as
Rights Agent. The description of the Rights set forth below does not purport to
be complete and is qualified in its entirety by reference to the Rights Plan.
Reference is also made to the laws of the State of Minnesota.
On July 24, 1996, the Board of Directors of the Company declared a dividend
distribution of one Right for each outstanding share of Common Stock to
shareholders of record at the close of business on July 24, 1996 (Record Date)
and authorized the issuance of one Right with respect to each share of Common
Stock that becomes outstanding between the Record Date and July 23, 2006 or such
earlier time as the Rights are redeemed. Except as described below, each Right,
when exercisable, entitles the registered holder to purchase from the Company
one one-hundredth of a share of Junior Serial Preferred Stock A, without par
value (Serial Preferred), at a price of $90 per one one-hundredth share (the
Purchase Price), subject to adjustment.
Initially, the Rights will attach to all Common Stock certificates
representing shares then outstanding, and no separate Right Certificates will be
distributed. The Rights will be evidenced by the Common Stock certificates
together with a copy of the Summary of Rights Plan and not by separate
certificates until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
Acquiring Person) has acquired, or obtained the right to acquire, beneficial
ownership of 15 percent or more of the outstanding shares of Common Stock (the
Stock Acquisition Date) or (ii) 15 business days (or such later date as may be
determined by action of the Board of Directors prior to the time that any person
becomes an Acquiring Person) following the commencement of (or a public
announcement of an intention to make) a tender or exchange offer if, upon
consummation thereof, such person or group would be the beneficial owner of 15
percent or more of such outstanding shares of Common Stock (the earlier of such
dates being called the Distribution Date).
-7-
Until the Distribution Date, the Rights will be transferred with and only
with the Common Stock. Until the Distribution Date (or earlier redemption,
expiration or termination of the Rights), the transfer of any certificates for
Common Stock, with or without a copy of the Summary of Rights Plan, will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificates. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights (Right
Certificates) will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, such separate Right
Certificates alone will evidence the Rights.
Each whole share of Serial Preferred will have a minimum preferential
quarterly dividend rate equal to the greater of $51 per share or, subject to
anti-dilution adjustment, 100 times the dividend declared on the Common Stock.
In the event of liquidation, no distribution will be made to the holders of
Common Stock unless, prior thereto, the holders of the Serial Preferred have
received a liquidation preference of $100 per share, plus accrued and unpaid
dividends. Holders of the Serial Preferred will be entitled to notice of and to
vote at any meeting of the Company's shareholders. Each whole share of Serial
Preferred is entitled to one vote. Such shares do not have cumulative voting
rights. The Serial Preferred, together with the issued and outstanding shares of
the other Preferred Stocks of the Company, will be expressly entitled, as one
class, to elect a majority of directors (the Common Stock electing the minority)
whenever dividends on any of the Preferred Stocks shall be in default in the
amount of four quarterly payments and thereafter until all such dividends in
default shall have been paid. In the event of any merger, consolidation or other
transaction in which shares of Common Stock are exchanged for or converted into
other securities and/or property, each whole share of Serial Preferred will be
entitled to receive, subject to anti-dilution adjustment, 100 times the amount
into which or for which each share of Common Stock is so exchanged or converted.
The shares of Serial Preferred are not redeemable by the Company.
The Rights are not exercisable until the Distribution Date and will expire
at the earliest of (i) July 23, 2006 (Final Expiration Date), (ii) the
redemption of the Rights by the Company as described below, and (iii) the
exchange of all Rights for Common Stock as described below.
In the event that any person (other than the Company, its affiliates or any
person receiving newly-issued shares of Common Stock directly from the Company)
becomes the beneficial owner of 15 percent or more of the then outstanding
shares of Common Stock, each holder of a Right will thereafter have a right to
receive, upon exercise at the then current exercise price of the Right, Common
Stock (or, in certain circumstances, cash, property or other securities of the
Company) having a value equal to two times the exercise price of the Right. The
Rights Plan contains an exemption for any issuance of Common Stock by the
Company directly to any person (for example, in a private placement or an
acquisition by the Company in which Common Stock is used as consideration), even
if that person would become the beneficial owner of 15 percent or more of the
Common Stock, provided that such person does not acquire any additional shares
of Common Stock.
In the event that, at any time following the Stock Acquisition Date, the
Company is acquired in a merger or other business combination transaction or 50
percent or more of the Company's assets or earning power are sold, proper
provision will be made so that each holder of a Right will thereafter have the
right to receive, upon exercise at the then current exercise price of the Right,
common stock of the acquiring or surviving company having a value equal to two
times the exercise price of the Right.
Notwithstanding the foregoing, following the occurrence of any of the
events set forth in the preceding two paragraphs (the Triggering Events), any
Rights that are, or (under certain circumstances specified in the Rights Plan)
were, beneficially owned by any Acquiring Person will immediately become null
and void.
The Purchase Price payable, and the number of shares of Serial Preferred or
other securities or property issuable, upon exercise of the Rights, are subject
to adjustment from time to time to prevent dilution, among other circumstances,
in the event of a stock dividend on, or a subdivision, split, combination,
consolidation or reclassification of, the Serial Preferred or the Common Stock,
or a reverse split of the outstanding shares of Serial Preferred or the Common
Stock.
At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 15 percent or more of the
outstanding Common Stock and prior to the acquisition by such
-8-
person or group of 50 percent or more of the outstanding Common Stock, the Board
of Directors may exchange the Rights (other than Rights owned by such person or
group, which have become void), in whole or in part, at an exchange ratio of one
share of Common Stock per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least one
percent in the Purchase Price. The Company will not be required to issue
fractional shares of Serial Preferred or Common Stock (other than fractions in
multiples of one one-hundredths of a share of Serial Preferred) and, in lieu
thereof, an adjustment in cash may be made based on the market price of the
Serial Preferred or Common Stock on the last trading date prior to the date of
exercise.
At any time after the date of the Rights Plan until the time that a person
becomes an Acquiring Person, the Board of Directors may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (Redemption Price), which
may (at the option of the Company) be paid in cash, shares of Common Stock or
other consideration deemed appropriate by the Board of Directors. Upon the
effectiveness of any action of the Board of Directors ordering redemption of the
Rights, the Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
Issuance of Serial Preferred or Common Stock upon exercise of the Rights
will be subject to any necessary regulatory approvals. Until a Right is
exercised, the holder thereof, as such, will have no rights as a shareholder of
the Company, including, without limitation, the right to vote or to receive
dividends. One million shares of Serial Preferred will be reserved for issuance
in the event of exercise of the Rights.
The provisions of the Rights Plan may be amended by the Company, except
that any amendment adopted after the time that a person becomes an Acquiring
Person may not adversely affect the interests of holders of Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on the Rights being redeemed or a substantial
number of Rights being acquired, and under certain circumstances the Rights
beneficially owned by such a person or group may become void. The Rights should
not interfere with any merger or other business combination approved by the
Board of Directors because, if the Rights would become exercisable as a result
of such merger of business combination, the Board of Directors may, at its
option, at any time prior to the time that any person becomes an Acquiring
Person, redeem all (but not less than all) of the then outstanding Rights at the
Redemption Price.
Experts
The Company's consolidated financial statements incorporated in this
Prospectus by reference to the Company's 1995 Form 10-K, except as they relate
to ADESA, have been audited by Price Waterhouse LLP, independent accountants,
and, insofar as they relate to ADESA, by Ernst & Young LLP, independent
auditors. Such financial statements, except as they relate to ADESA, have been
so incorporated in reliance on the report of Price Waterhouse LLP, given on the
authority of said firm as experts in auditing and accounting.
The financial statement schedule incorporated in this Prospectus by
reference to the Company's 1995 Form 10-K has been so incorporated in reliance
on the report of Price Waterhouse LLP, independent accountants,accountant, given on the
authority of said firm as experts in auditing and accounting.
The consolidated financial statements of ADESA for the period from July 1,
1995 to December 31, 1995 which are included in the consolidated financial
statements of the Company incorporated in this Prospectus by reference to the
Company's 1995 Form 10-K have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included in said 1995 Form 10-K.
SuchThe consolidated financial statements of ADESA for the period from July 1, 1995
to December 31, 1995 are included in the consolidated financial statements of
the Company in reliance upon such report is given upon the authority of such firm
as experts in accounting and auditing.
-9-
The statements as to matters of law and legal conclusions under
"Description of Common Stock" and "Description of Preferred Share Purchase
Rights" in this Prospectus and in the documents incorporated herein by reference
have been reviewed by Philip R. Halverson, Esq., Duluth, Minnesota, Vice
President, General Counsel and Corporate Secretary forof the Company. The statements under "Federal Income
Tax Consequences" in this Prospectus have been reviewed by Reid & Priest
LLP, New York, New York. All of such statementsCompany, and conclusions are set
forth or incorporated by reference herein in reliance upon the opinions of
said individual and firm, respectively,his opinion given
upon his authority as experts.an expert.
As of March 1,August 31, 1996 Mr. Halverson owned approximately 4,0884,110 shares of the
Common Stock of the Company. Mr. Halverson is regularly acquiring additional
shares of Common Stock as a participant in the Company's Employee Stock Purchase
Plan, Employee Stock Ownership Plan and Supplemental Retirement Plan.
LEGAL OPINIONSLegal Opinions
The legality of the shares of Common StockShares offered hereby will be passed upon for the
Company by Mr. Halverson and by Reid & Priest LLP, New York, New York, counsel
for the Company. Reid & Priest LLP may rely as to all matters of Minnesota law
upon the opinion of Mr. Halverson.
Plan of Distribution
The Shares to be offered pursuant to this Prospectus are fully paid and
nonassessable and will be offered and sold by the Selling Shareholders for their
own accounts. The Company will not receive any of the proceeds from such sales.
The Selling Shareholders may offer and sell the Shares from time to time in
transactions at market prices prevailing at the time of sale or at negotiated
prices. Sales may be made to or through broker-dealers who may receive
compensation in the form of discounts, concessions or commissions from the
Selling Shareholders and/or the purchasers of Shares for whom such
broker-dealers may act as agents and/or to whom they may sell as principals, or
both (which compensation as to a particular broker-dealer may be in excess of
customary commissions).
When required, this Prospectus will be supplemented to set forth the name
or names of the Selling Shareholders for whose account a particular offering of
Shares is to be made, the number of Shares so offered for such Selling
Shareholders' account and, if such offering is to be made by or through
underwriters or dealers, the names of such underwriters or dealers and the
principal terms of the arrangements between the underwriters or dealers and the
Selling Shareholders.
The Selling Shareholders and any broker-dealers acting in connection with
the sale of the Shares hereunder may be deemed to be "underwriters" within the
meaning of Section 2(11) of the 1933 Act, and any commissions received by them
and any profit realized by them on the resale of Shares as principals may be
deemed underwriting compensation under the 1933 Act.
Expenses in connection with the registration of the Shares under the 1933
Act, including legal and accounting fees of the Company, will be paid by the
Company.
----------------------
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus and, if given or made, such other information and
representations must not be relied upon as having been authorized by the
Company. Neither the delivery of this Prospectus nor any such sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to its date.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any securities other than the registered securities to which it
relates. This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy such securities in any circumstances in which such offer or
solicitation is unlawful.
-10-
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEMInformation Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution of the
securities being registered are:
Filing Fee - Securities and Exchange Commission $ 4,312
Stock exchange listing fee 1,500
Fees of Company's legal counsel * 12,500
Independent accountants' fees * 5,000
Miscellaneous expenses * 1,688
---------
* Total $ 25,000
=========
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* 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.
Section 13 of the Bylaws of the Company contains the following provisions
relative to indemnification of directors and officers:
"The Company shall reimburse or indemnify each present and future director
and officer of the Company (and his or her heirs, executors and administrators)
for or against all expenses 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 Company. Such indemnification for reasonable expenses is to be
to the fullest extent permitted by the Minnesota Business Corporation Act,
Minnesota Statutes Chapter 302A. By affirmative vote of the Board of Directors
or with written approval of the Chairman and Chief Executive Officer, such
indemnification may be extended to include agents and employees who are not
directors or officers of the Company, but who would otherwise be indemnified for
acts and omissions under Chapter 302A of the Minnesota Business Corporation Act,
if such agent or employee were an officer of the Company."
"Reasonable expenses may include reimbursement of attorney's fees and
disbursements, including those incurred by a person in connection with an
appearance as a witness."
"Upon written request to the Company and approval by the Chairman and Chief
Executive Officer, an agent or employee for whom indemnification has been
extended, or an officer or director may receive an advance for reasonable
expenses if such agent, employee, officer or director is made or threatened to
be made a party to a proceeding involving a matter for which 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."
The Company has insurance covering its expenditures which might arise in
connection with the lawful indemnification of its directors and officers for
their liabilities and expenses, and insuring officers and directors of the
Company against certain other liabilities and expenses.
II-1
Item 16. EXHIBITS.
8Exhibits
Exhibit
Number
- -------
* 4(a)1 - Articles of Incorporation, restated as of July 27, 1988 (filed as
Exhibit 3(a), File No. 33-24936).
* 4(a)2 - Certificate Fixing Terms of Serial Preferred Stock A, $7.125 Series
(filed as Exhibit 3(a)2, File No. 33-50143).
* 4(a)3 - Certificate Fixing Terms of Serial Preferred Stock A, $6.70 Series
(filed as Exhibit 3(a)3, File No. 33-50143).
* 4(b) - Bylaws as amended January 23, 1991 (filed as Exhibit 3(b), File
No.33-45549).
* 4(c)1 - Mortgage and Deed of Trust, dated as of September 1, 1945,
between the Company and Irving Trust Company (now The Bank of
New York) and Richard H. West (W.T. Cunningham, successor),
Trustees (filed as Exhibit 7(c), File No. 2-5865).
* 4(c)2 - Supplemental Indentures to Mortgage and Deed of Trust:
Number Dated as of Reference File Exhibit
------ ----------- -------------- -------
First March 1, 1949 2-7826 7(b)
Second July 1, 1951 2-9036 7(c)
Third March 1, 1957 2-13075 2(c)
Fourth January 1, 1968 2-27794 2(c)
Fifth April 1, 1971 2-39537 2(c)
Sixth August 1, 1975 2-54116 2(c)
Seventh September 1, 1976 2-57014 2(c)
Eighth September 1, 1977 2-59690 2(c)
Ninth April 1, 1978 2-60866 2(c)
Tenth August 1, 1978 2-62852 2(d)2
Eleventh December 1, 1982 2-56649 4(a)3
Twelfth April 1, 1987 33-30224 4(a)3
Thirteenth March 1, 1992 33-47438 4(b)
Fourteenth June 1, 1992 33-55240 4(b)
Fifteenth July 1, 1992 33-55240 4(c)
Sixteenth July 1, 1992 33-55240 4(d)
Seventeenth February 1, 1993 33-50143 4(b)
Eighteenth July 1, 1993 33-50143 4(c)
* 4(d) - Mortgage and Deed of Trust, dated as of March 1, 1943, between
Superior Water, Light and Power Company and Chemical Bank & Trust
Company (Chemical Bank, successor) and Howard B. Smith (Steven F.
Lasher, successor), as Trustees (filed as Exhibit 7(c), File No.
2-8668), as supplemented and modified by First Supplemental Indenture
thereto dated as of March 1, 1951 (filed as Exhibit 2(d)(1), File No.
2-59690), Second Supplemental Indenture thereto dated as of March 1,
1962 (filed as Exhibit 2(d)1, File No. 2-27794), Third Supplemental
Indenture thereto dated as of July 1, 1976 (filed as Exhibit 2(e)1,
File No. 2-57478), Fourth Supplemental Indenture thereto dated as of
March 1, 1985 (filed as Exhibit 4(b), File No. 2-78641) and Fifth
Supplemental Indenture thereto, dated as of December 1, 1992 (filed
as Exhibit 4(b)1 to Form 10-K for the year ended December 31, 1992,
File No. 1-3548).
* 4(e) - Amended and Restated Trust Agreement, dated as of March 1,
1996, relating to MP&L Capital I's 8.05% Cumulative Quarterly Income
Preferred Securities, between the Company, as Depositor, and The Bank
of New York, The Bank of New York (Delaware), Philip R. Halverson,
David G. Gartzke and James K. Vizanko, as Trustees (filed as Exhibit
4(a) to Form 10-Q for the quarter ended March 31, 1996, File No.
1-3548).
II-2
Exhibit
Number
- -------
* 4(f) - Amendment No. 1, dated April 11, 1996, to Amended and Restated
Trust Agreement, dated as of March 1, 1996, relating to MP&L Capital
I's 8.05% Cumulative Quarterly Income Preferred Securities (filed as
Exhibit 4(b) to Form 10-Q for the quarter ended March 31, 1996, File
No. 1-3548).
* 4(g) - Indenture, dated as of March 1, 1996, relating to the
Company's 8.05% Junior Subordinated Debentures, Series A, Due 2015,
between the Company and The Bank of New York, as Trustee (filed as
Exhibit 4(c) to Form 10-Q for the quarter ended March 31, 1996, File
No. 1-3548).
* 4(h) - Guarantee Agreement, dated as of March 1, 1996, relating to
MP&L Capital I's 8.05% Cumulative Quarterly Income Preferred
Securities, between the Company, as Guarantor, and The Bank of New
York, as Trustee (filed as Exhibit 4(d) to Form 10-Q for the quarter
ended March 31, 1996, File No. 1-3548).
* 4(i) - Agreement as to Expenses and Liabilities, dated as of March
20, 1996, relating to MP&L Capital I's 8.05% Cumulative Quarterly
Income Preferred Securities, between the Company and MP&L Capital I
(filed as Exhibit 4(e) to Form 10-Q for the quarter ended March 31,
1996, File No. 1-3548).
* 4(j) - Rights Agreement dated as of July 24, 1996 between Minnesota
Power & Light Company and the Corporate Secretary of Minnesota Power
& Light Company, as Rights Agent, including Exhibit A - Form of
Certificate of Resolution Fixing Terms of Junior Serial Preferred
Stock A, Exhibit B - Form of Right Certificate and Exhibit C -
Summary of the Rights Plan (filed as Exhibit 4 to Form 8-K dated
August 2, 1996, File No. 1-3548).
5(a) - Opinion and Consent of Philip R. Halverson, Esq., Vice President,
General Counsel and Corporate Secretary of the Company.
5(b) - Opinion and Consent of Reid & Priest LLP.
23(a) - Consent of Price Waterhouse LLP.
23(b) - Consent of Ernst & Young LLP.
23(c) - ConsentConsents of Philip R. Halverson, Esq., Vice President,
General Counsel and Corporate SecretaryReid & Priest LLP are
contained in Exhibits 5(a) and 5(b), respectively.
24 - Power of Attorney (see page II-5).
- -------------------------
* Incorporated herein by reference as indicated.
II-3
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Company.Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
II-4
SIGNATURESPower of Attorney
Each person whose signature appears below hereby authorizes any agent for
service named in this registration statement to execute in the name of each such
person, and to file with the Securities and Exchange Commission, any and all
amendments, including post-effective amendments, to the registration statement,
and appoints any such agent for service as attorney-in-fact to sign in each such
person's behalf individually and in each capacity stated below and file any such
amendments to the registration statement and the registrant hereby also appoints
each such agent for service as its attorney-in-fact with like authority to sign
and file any such amendments in its name and behalf.
Signatures
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York,Duluth, State of New York,Minnesota, on June 18,October 4, 1996.
MINNESOTA POWER & LIGHT COMPANY
(Registrant)
/s/ Robert J. Reger, Jr.
By -------------------------------
Robert J. Reger, Jr.
(Attorney-In-Fact)Edwin L. Russell
-----------------------------------
Edwin L. Russell
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this amendment to the
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATESignature Title Date
--------- ----- ----
Edwin L. Russell*
------------------------ Chairman, President, June 18,Russell October 4, 1996
- ---------------------------------
Edwin L. Russell Chairman, President
Chairman, President, Chief Chief Executive Officer
President, and Director
Chief
Executive Officer and Director D. G. Gartzke*
------------------------and Director
D.G. Gartzke October 4, 1996
- ---------------------------------
D.G. Gartzke Senior Vice President-
June 18, 1996
D. G. Gartzke Finance and
Senior Vice President-Finance Chief FinancialFinance and
and Chief Financial Officer Chief Financial Officer
Mark A. Schober*
------------------------ Corporate Controller June 18,Schober October 4, 1996
- ---------------------------------
Mark A. Schober Corporate Controller
Corporate Controller
II-5
Signature Title Date
--------- ----- ----
Merrill K. Cragun*Cragun Director June 18,October 4, 1996
- ---------------------------------
Merrill K. Cragun
Dennis E. Evans*Evans Director June 18,October 4, 1996
D. Michael Hockett* Director June 18, 1996- ---------------------------------
Dennis E. Evans
Peter J. Johnson*Johnson Director June 18,October 4, 1996
- ---------------------------------
Peter J. Johnson
Jack R. Kelly, Jr.* Director June 18,October 4, 1996
- ---------------------------------
Jack R. Kelly, Jr.
George L. Mayer Director October 4, 1996
- ---------------------------------
George L. Mayer
Paula F. McQueen*McQueen Director June 18,October 4, 1996
- ---------------------------------
Paula F. McQueen
Robert S. Nickoloff*Nickoloff Director June 18,October 4, 1996
- ---------------------------------
Robert S. Nickoloff
Jack I. Rajala*Rajala Director June 18,October 4, 1996
- ---------------------------------
Jack I. Rajala
Arend J. Sandbulte*Sandbulte Director June 18,October 4, 1996
- ---------------------------------
Arend J. Sandbulte
Nick Smith*Smith Director June 18,October 4, 1996
- ---------------------------------
Nick Smith
Bruce W. Stender*Stender Director June 18,October 4, 1996
- ---------------------------------
Bruce W. Stender
Donald C. Wegmiller*Wegmiller Director June 18,October 4, 1996
*By: /s/ Robert J. Reger, Jr.
--------------------------
Robert J. Reger, Jr.
(Attorney-In-Fact)- ---------------------------------
Donald C. Wegmiller
II-6
EXHIBIT INDEX
Exhibit Index
Exhibit
Number Description
- ------- -----------
85(a) - Opinion and Consent of Reid & Priest LLP
23(a) Consent of Price Waterhouse LLP
23(b) Consent of Ernst & Young LLP
23(c) Consent of Philip R. Halverson, Esq., Vice President,
General Counsel and Corporate Secretary of the CompanyCompany.
5(b) - Opinion and Consent of Reid & Priest LLP.
23(a) - Consent of Price Waterhouse LLP.
23(b) - Consent of Ernst & Young LLP.
23(c) - Consents of Philip R. Halverson, Esq., and Reid & Priest LLP are
contained in Exhibits 5(a) and 5(b), respectively.
24 - Power of Attorney (see page II-5).