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) - DECEMBER 28, 2004
ALLETE, INC.
(Exact name of Registrant as specified in its charter)
MINNESOTA 1-3548 41-0418150
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
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 December 28, 2004 Rainy River Energy Corporation, a wholly owned subsidiary
of ALLETE, Inc., entered into an agreement, the "Master Agreement by and between
Rainy River Energy Corporation and Constellation Energy Commodities Group,
Inc.," to assign its power purchase agreement with LSP-Kendall Energy, LLC.
ALLETE's January 4, 2005 press release describing this agreement is attached as
Exhibit 99 to this Current Report on Form 8-K and is incorporated by reference
herein.
-----------------------
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 2 OF
THIS FORM 8-K.
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
-------
99 - ALLETE News Release dated January 4, 2005 announcing proposed transfer
of Kendall Energy Agreements.
ALLETE Form 8-K dated January 4, 2005 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 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" 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 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;
- war and acts of terrorism;
- prevailing governmental policies and regulatory actions, including those of
the United States Congress, state legislatures, the Federal Regulatory
Energy Commission, the Minnesota Public Utilities Commission, the Florida
Public Service Commission, the Pubic Service Commission of Wisconsin, and
various county regulators and city administrators, 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, present or prospective
wholesale and retail competition (including but not limited to transmission
costs), and zoning and permitting of land held for resale;
- unanticipated 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;
- 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;
- capital market conditions;
- 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 46 of ALLETE's 2003 Form 10-K. Risk factors associated with
the Automotive Services business are no longer applicable to ALLETE as that
business was spun off as of September 20, 2004. 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 2003 Form 10-K and in ALLETE's other reports
filed with the SEC that attempt to advise interested parties of the factors that
may affect ALLETE's business.
2 ALLETE Form 8-K dated January 4, 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.
January 4, 2005 James K. Vizanko
---------------------------------------------------
James K. Vizanko
Senior Vice President and Chief Financial Officer
ALLETE Form 8-K dated January 4, 2005 3
EXHIBIT INDEX
EXHIBIT
NUMBER
--------------------------------------------------------------------------------
99 - ALLETE News Release dated January 4, 2005 announcing proposed transfer of
Kendall Energy Agreements.
ALLETE Form 8-K dated January 4, 2005