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) - JULY 24, 2003
ALLETE, INC.
A Minnesota Corporation
Commission File No. 1-3548
IRS Employer Identification No. 41-0418150
30 West Superior Street
Duluth, Minnesota 55802-2093
Telephone - (218) 279-5000
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE (ITEM 12. RESULTS OF
OPERATIONS AND FINANCIAL CONDITION)
Reference is made to the 2002 Form 10-K of ALLETE, Inc. (ALLETE) for background
information on the following updates. Unless otherwise indicated, cited
references are to ALLETE's 2002 Form 10-K.
On July 24, 2003 ALLETE issued a press release announcing second quarter 2003
earnings which is attached to this Current Report on Form 8-K as Exhibit 99 and
incorporated herein by reference in its entirety. The information is being filed
pursuant to Item 12. Results of Operations and Financial Condition and is being
presented under Item 5. Other Events and Regulation FD Disclosure in accordance
with interim guidance issued by the Securities and Exchange Commission in
Release Nos. 33-8216 and 34-47583. This information, including Exhibit 99
attached hereto, shall be deemed "filed" for purposes of Section 18 of the
Securities Act of 1934, and shall 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.
Ref. Page 19. - Last Paragraph
Ref. Page 40. - Third Full Paragraph
Ref. Page 68. - Second Paragraph
Ref. Form 8-K dated March 7, 2003 and filed March 10, 2003
Ref. Form 8-K dated and filed March 14, 2003
Ref. 10-Q for the quarter ended March 31, 2003, Page 21. - Third Paragraph
On July 24, 2003 Florida Water Services Corporation (Florida Water), a wholly
owned subsidiary of ALLETE, signed a purchase agreement to sell seven of its
Florida water and wastewater systems to governmental entities in Florida for
$296 million payable at closing. The transaction will result in an after-tax
gain of $55 million. The water and wastewater systems in this purchase agreement
represent approximately two-thirds of Florida Water's assets and include those
systems serving the counties of Osceola, Hernando, Citrus, Lee, and Charlotte,
and the communities of Marco Island and Palm Coast. The cash proceeds after
transaction costs, retirement of Florida Water debt and payment of income taxes
are estimated at $158 million, and will be used to retire debt at ALLETE. The
sale is expected to close by the end of 2003 pending satisfaction of certain
contingencies and regulatory approvals in Florida. Florida Water will continue
to seek buyers for its remaining water systems. If interested governmental
entities cannot be found, the remaining systems are expected to be sold to a
private buyer.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements - Not applicable
(b) Pro Forma Financial Information - Not applicable
(c) Exhibits
Exhibit
Number
-------
99 - ALLETE News Release dated July 24, 2003 announcing 2003 second quarter
earnings.
ALLETE Form 8-K dated July 24, 2003 1
SAFE HARBOR STATEMENT
UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, ALLETE is hereby filing cautionary statements
identifying important factors that could cause ALLETE's actual results to differ
materially from those projected in forward-looking statements (as such term is
defined in the Private Securities Litigation Reform Act of 1995) made by or on
behalf of ALLETE in this 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" 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, which are difficult to predict,
contain uncertainties, are beyond the control of ALLETE and may cause actual
results or outcomes to differ materially from those contained in forward-looking
statements:
- war and acts of terrorism;
- prevailing governmental policies and regulatory actions, including those
of the United States Congress, state legislatures, the Federal Energy
Regulatory Commission, the Minnesota Public Utilities Commission, the
Florida Public Service Commission, the North Carolina Utilities
Commission, the Public Service Commission of Wisconsin and various
county regulators, about allowed rates of return, financings, industry
and rate structure, acquisition and disposal of assets and facilities,
operation and construction of plant facilities, recovery of purchased
power and capital investments, and present or prospective wholesale and
retail competition (including but not limited to transmission costs) as
well as general vehicle-related laws, including vehicle brokerage and
auction laws;
- unanticipated impacts 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;
- market factors affecting supply and demand for used vehicles;
- wholesale power market conditions;
- population growth rates and demographic patterns;
- the effects of competition, including the competition for retail and
wholesale customers, as well as suppliers and purchasers of vehicles;
- 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;
- capital market conditions;
- competition for economic expansion or development opportunities;
- ALLETE's ability to manage expansion and integrate recent acquisitions;
and
- the outcome of legal and administrative proceedings (whether civil or
criminal) and settlements that affect the business and profitability of
ALLETE.
Any forward-looking statement speaks only as of the date on which that 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 those factors, nor can it assess the impact of each of those
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.
2 ALLETE Form 8-K dated July 24, 2003
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.
July 24, 2003 James K. Vizanko
-----------------------------------------------------
James K. Vizanko
Vice President, Chief Financial Officer
and Treasurer
ALLETE Form 8-K dated July 24, 2003 3
EXHIBIT INDEX
EXHIBIT
NUMBER
--------------------------------------------------------------------------------
99 - ALLETE News Release dated July 24, 2003 announcing 2003 second quarter
earnings.
ALLETE Form 8-K dated July 24, 2003