SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) - MAY 10, 2005
ALLETE, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 1-3548 41-0418150
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation or Identification No.)
organization)
30 WEST SUPERIOR STREET
DULUTH, MINNESOTA 55802-2093
(Address of principal executive offices, including zip code)
(218) 279-5000
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
/ / Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 10, 2005, shareholders of ALLETE, Inc. (ALLETE or Company) approved the
continuation of the Company's Executive Long-Term Incentive Compensation Plan
(Plan), as amended and restated effective January 1, 2006. The Plan is integral
to ALLETE's ability to attract and retain talented executives and to more
closely align their interests with those of shareholders and customers.
Approximately 58 officers and key employees of ALLETE and its subsidiaries
currently participate in the Plan. The Plan is included as an Exhibit to this
Form 8-K and is incorporated by reference herein.
SECTION 7 - REGULATION FD
ITEM 7.01 REGULATION FD DISCLOSURE
In 2005, ALLETE began allocating corporate charges and interest expenses to its
business segments. For comparative purposes, segment information for 2004 has
been restated to reflect the new allocation method used in 2005 for corporate
charges and interest expense. This restatement had no impact on net income or
earnings per share. Segment information for the quarter ended March 31, 2004,
was provided in the Company's Form 10-Q for the quarterly period ended March 31,
2005, filed with the SEC on April 29, 2005.
The following shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, except as shall be
expressly set forth by specific reference in such filing.
NONREGULATED
REGULATED ENERGY REAL
CONSOLIDATED UTILITY OPERATIONS ESTATE OTHER
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Millions
FOR THE QUARTER ENDED JUNE 30, 2004
Operating Revenue $186.2 $136.8 $26.6 $6.8 $16.0
Fuel and Purchased Power 77.2 65.9 11.3 - -
Operating and Maintenance 77.2 44.9 13.8 2.5 16.0
Depreciation Expense 12.5 9.9 1.9 - 0.7
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Operating Income (Loss) from Continuing
Operations 19.3 16.1 (0.4) 4.3 (0.7)
Interest Expense (9.1) (4.6) (1.2) - (3.3)
Other Income (Expense) (3.5) 0.1 1.4 - (5.0)
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Income (Loss) from Continuing Operations
Before Minority Interest and Income Taxes 6.7 11.6 (0.2) 4.3 (9.0)
Minority Interest 0.5 - - 0.5 -
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Income (Loss) from Continuing Operations
Before Income Taxes 6.2 11.6 (0.2) 3.8 (9.0)
Income Tax Expense (Benefit) 3.8 4.2 (0.3) 1.7 (1.8)
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Income (Loss) from Continuing Operations 2.4 $ 7.4 $ 0.1 $2.1 $(7.2)
---------------------------------------------------------
Income from Discontinued Operations - Net
of Tax 34.3
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Net Income $ 36.7
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1 ALLETE Form 8-K dated May 16, 2005
NONREGULATED
REGULATED ENERGY REAL
CONSOLIDATED UTILITY OPERATIONS ESTATE OTHER
-----------------------------------------------------------------------------------------------------------------------
Millions
FOR THE QUARTER ENDED SEPTEMBER 30, 2004
Operating Revenue $177.6 $136.1 $25.5 $ 5.2 $ 10.8
Fuel and Purchased Power 71.9 63.4 8.5 - -
Operating and Maintenance 70.1 44.1 13.1 2.5 10.4
Depreciation Expense 12.3 9.7 1.9 - 0.7
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Operating Income (Loss) from Continuing
Operations 23.3 18.9 2.0 2.7 (0.3)
Interest Expense (7.5) (5.0) (1.4) (0.1) (1.0)
Other Income (Expense) (18.3) - 0.3 - (18.6)
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Income (Loss) from Continuing Operations
Before Minority Interest and Income Taxes (2.5) 13.9 0.9 2.6 (19.9)
Minority Interest 0.1 - - 0.1 -
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Income (Loss) from Continuing Operations
Before Income Taxes (2.6) 13.9 0.9 2.5 (19.9)
Income Tax Expense (Benefit) (2.0) 5.7 0.2 1.0 (8.9)
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Income (Loss) from Continuing Operations (0.6) $ 8.2 $ 0.7 $ 1.5 $(11.0)
---------------------------------------------------------
Income from Discontinued Operations - Net
of Tax 13.7
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Net Income $ 13.1
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FOR THE QUARTER ENDED DECEMBER 31, 2004
Operating Revenue $178.6 $140.7 $25.7 $ 2.3 $ 9.9
Fuel and Purchased Power 69.9 60.4 9.5 - -
Operating and Maintenance 81.0 51.3 18.9 2.3 8.5
Depreciation Expense 12.5 10.0 1.6 0.1 0.8
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Operating Income (Loss) from Continuing
Operations 15.2 19.0 (4.3) (0.1) 0.6
Interest Expense (6.1) (4.2) (1.1) (0.1) (0.7)
Other Income (Expense) 9.3 - (0.6) - 9.9
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Income (Loss) from Continuing Operations
Before Minority Interest and Income Taxes 18.4 14.8 (6.0) (0.2) 9.8
Minority Interest 0.1 - - 0.1 -
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Income (Loss) from Continuing Operations
Before Income Taxes 18.3 14.8 (6.0) (0.3) 9.8
Income Tax Expense (Benefit) 2.4 5.2 (2.5) (0.1) (0.2)
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Income (Loss) from Continuing Operations 15.9 $ 9.6 $(3.5) $(0.2) $10.0
----------------------------------------------------------------------
Loss from Discontinued Operations - Net
of Tax (6.2)
----------------------------------------------------------
Net Income $ 9.7
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SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired - Not applicable
(b) Pro Forma Financial Information - Not applicable
(c) Exhibits
Exhibit
Number
-------
10 - Executive Long-Term Incentive Compensation Plan as amended and
restated effective January 1, 2006.
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Readers are cautioned that forward-looking statements should be read in
conjunction with ALLETE's disclosures under the heading: "SAFE HARBOR STATEMENT
UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995" located on page 3 of
this Form 8-K.
ALLETE Form 8-K dated May 16, 2005 2
SAFE HARBOR STATEMENT
UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, ALLETE is hereby filing cautionary statements
identifying important factors that could cause ALLETE's actual results to differ
materially from those projected in forward-looking statements (as such term is
defined in the Private Securities Litigation Reform Act of 1995) made by or on
behalf of ALLETE in this Current Report on Form 8-K, in presentations, in
response to questions or otherwise. Any statements that express, or involve
discussions as to expectations, beliefs, plans, objectives, assumptions or
future events or performance (often, but not always, through the use of words or
phrases such as "anticipates," "believes," "estimates," "expects," "intends,"
"plans," "projects," "will likely result," "will continue," "could," "may,"
"potential," "target," "outlook" or similar expressions) are not statements of
historical facts and may be forward-looking.
Forward-looking statements involve estimates, assumptions, risks and
uncertainties and are qualified in their entirety by reference to, and are
accompanied by, the following important factors, in addition to any assumptions
and other factors referred to specifically in connection with such
forward-looking statements, which are difficult to predict, contain
uncertainties, are beyond ALLETE's control and may cause actual results or
outcomes to differ materially from those contained in forward-looking
statements:
- ALLETE's ability to successfully implement its strategic objectives;
- prevailing governmental policies and regulatory actions, including those of
the United States Congress, state legislatures, the Federal Energy Regulatory
Commission, the Minnesota Public Utilities Commission, the Florida Public
Service Commission, the Public Service Commission of Wisconsin, and various
local and county regulators, and city administrators, about allowed rates of
return, financings, industry and rate structure, acquisition and disposal of
assets and facilities, real estate development, operation and construction of
plant facilities, recovery of purchased power and capital investments,
present or prospective wholesale and retail competition (including but not
limited to transmission costs), and zoning and permitting of land held for
resale;
- effects of restructuring initiatives in the electric industry;
- economic and geographic factors, including political and economic risks;
- changes in and compliance with environmental and safety laws and policies;
- weather conditions;
- natural disasters;
- war and acts of terrorism;
- wholesale power market conditions;
- population growth rates and demographic patterns;
- the effects of competition, including competition for retail and wholesale
customers;
- pricing and transportation of commodities;
- changes in tax rates or policies or in rates of inflation;
- unanticipated project delays or changes in project costs;
- unanticipated changes in operating expenses and capital expenditures;
- global and domestic economic conditions;
- our ability to access capital markets;
- changes in interest rates and the performance of the financial markets;
- competition for economic expansion or development opportunities;
- ALLETE's ability to manage expansion and integrate acquisitions; and
- the outcome of legal and administrative proceedings (whether civil or
criminal) and settlements that affect the business and profitability of
ALLETE.
Additional disclosures regarding factors that could cause ALLETE's results and
performance to differ from results or performance anticipated by this report are
discussed in Item 7 under the heading "Factors that May Affect Future Results"
beginning on page 36 of ALLETE's 2004 Form 10-K. Any forward-looking statement
speaks only as of the date on which such statement is made, and ALLETE
undertakes no obligation to update any forward-looking statement to reflect
events or circumstances after the date on which that statement is made or to
reflect the occurrence of unanticipated events. New factors emerge from time to
time and it is not possible for management to predict all of these factors, nor
can it assess the impact of each of these factors on the businesses of ALLETE or
the extent to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any forward-looking
statement. Readers are urged to carefully review and consider the various
disclosures made by ALLETE in its 2004 Form 10-K and in ALLETE's other reports
filed with the Securities and Exchange Commission that attempt to advise
interested parties of the factors that may affect ALLETE's business.
3 ALLETE Form 8-K dated May 16, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ALLETE, Inc.
May 16, 2005 /s/ James K. Vizanko
-------------------------------------------------
James K. Vizanko
Senior Vice President and Chief Financial Officer
ALLETE Form 8-K dated May 16, 2005 4
EXHIBIT INDEX
EXHIBIT
NUMBER
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10 - Executive Long-Term Incentive Compensation Plan as amended and restated
effective January 1, 2006
ALLETE Form 8-K dated May 16, 2005