Minnesota
|
41-0418150
|
(State
of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
MARK
A. SCHOBER
|
DEBORAH
A. AMBERG, Esq.
|
Senior
Vice President and
|
Senior
Vice President, General Counsel
|
Chief
Financial Officer
|
and
Secretary
|
30
West Superior Street
|
30
West Superior Street
|
Duluth,
Minnesota 55802-2093
|
Duluth,
Minnesota 55802-2093
|
(218)
279-5000
|
(218)
279-5000
|
DONALD
W. STELLMAKER
|
ROBERT
J. REGER, JR., Esq.
|
Treasurer
|
Thelen
Reid Brown Raysman & Steiner LLP
|
30
West Superior Street
|
875
Third Avenue
|
Duluth,
Minnesota 55802-2093
|
New
York, New York 10022-6225
|
(218)
279-5000
|
(212)
603-2000
|
Title
of Each Class of Securities to be Registered
|
Proposed
Maximum Aggregate Offering Price (1)
|
Amount
of Registration Fee
|
Common
Stock, without par value
|
||
Preferred
Share Purchase Rights (2)
|
||
First
Mortgage Bonds
|
||
Total
|
$0
|
(1)
|
An
unspecified aggregate initial offering of the securities of each
identified class is being registered as may from time to time be
offered
by ALLETE, Inc. at unspecified prices, along with an indeterminate
number
of securities that may be issued upon exercise, settlement, exchange
or
conversion of securities offered hereunder. Separate
consideration may or may not be received for securities that are
issuable
upon exercise, settlement, conversion or exchange of other securities
or
that are issued in units. In connection with the securities
offered hereby, except as specified in this paragraph, ALLETE,
Inc. will
pay “pay-as-you-go registration fees” in accordance with Rule
456(b).
|
(2)
|
The
preferred share purchase rights are attached to and will trade
with the
common stock. The value attributable to the preferred share purchase
rights, if any, is reflected in the market price of the common
stock.
|
About
this
Prospectus……………………………………………………………………………………………...................................................................................................................................
|
3
|
Where
You Can Find More
Information…………………………………………………………………………..................................................................................................................................
|
3
|
Incorporation
by
Reference………………………………………………………………………………………...................................................................................................................................
|
3
|
Forward-Looking
Statements……………………………………………………………………………………....................................................................................................................................
|
4
|
ALLETE,
Inc……………………………………………………………………………………………………........................................................................................................................................
|
5
|
Use
of
Proceeds…………………………………………………………………………………………………......................................................................................................................................
|
6
|
Consolidated
Ratio of Earnings to Fixed
Charges……………………………………………………………….................................................................................................................................
|
6
|
Description
of Common
Stock……………………………………………………………………………………..................................................................................................................................
|
6
|
Description
of First Mortgage
Bonds……………………………………………………………………………..................................................................................................................................
|
10
|
Plan
of
Distribution……………………………………………………………………………………………….....................................................................................................................................
|
16
|
Legal
Opinions……………………………………………………………………………………………………....................................................................................................................................
|
17
|
Experts……………………………………………………………………………………………………………......................................................................................................................................
|
17
|
·
|
ALLETE’s
Annual Report on Form 10-K for the year ended December 31,
2006;
|
·
|
ALLETE’s
Quarterly Reports on Form 10-Q for the quarters ended March 31,
2007, June
30, 2007 and September 30, 2007;
and
|
·
|
ALLETE’s
Current Reports on Form 8-K filed with the SEC on June 7, 2007,
July 23,
2007 and December 7, 2007.
|
·
|
ALLETE’s
ability to successfully implement its strategic
objectives;
|
·
|
ALLETE’s
ability to manage expansion and integrate
acquisitions;
|
·
|
prevailing
governmental policies, regulatory actions and legislation, including
those
of the United States Congress, state legislatures, the Federal
Energy
Regulatory Commission, the Minnesota Public Utilities 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), zoning and permitting of land held
for
resale and environmental
regulation;
|
·
|
effects
of restructuring initiatives in the electric
industry;
|
·
|
economic
and geographic factors, including political and economic
risks;
|
·
|
changes
in and compliance with laws and
policies;
|
·
|
weather
conditions;
|
·
|
natural
disasters and pandemic diseases;
|
·
|
war
and acts of terrorism;
|
·
|
wholesale
power market conditions;
|
·
|
population
growth rates and demographic
patterns;
|
·
|
effects
of competition, including competition for retail and wholesale
customers;
|
·
|
changes
in the real estate market;
|
·
|
pricing
and transportation of commodities;
|
·
|
changes
in tax rates or policies or in rates of
inflation;
|
·
|
unanticipated
project delays or changes in project
costs;
|
·
|
availability
of construction materials and skilled construction labor for capital
projects;
|
·
|
unanticipated
changes in operating expenses and capital
expenditures;
|
·
|
global
and domestic economic conditions;
|
·
|
ALLETE’s
ability to access capital markets and bank
financing;
|
·
|
changes
in interest rates and the performance of the financial
markets;
|
·
|
ALLETE’s
ability to replace a mature workforce and retain qualified, skilled
and
experienced personnel; and
|
·
|
the
outcome of legal and administrative proceedings (whether civil
or
criminal) and settlements that affect the business and profitability
of
ALLETE.
|
·
|
Regulated
Utility includes retail and wholesale rate regulated electric,
natural gas and water services in northeastern Minnesota and northwestern
Wisconsin under the jurisdiction of state and federal regulatory
authorities.
|
·
|
Nonregulated
Energy Operations includes coal mining activities in North
Dakota, approximately 50 megawatts of nonregulated generation and
Minnesota land sales.
|
·
|
Investment
in ATC includes an equity ownership interest in American
Transmission Company LLC.
|
Years
Ended December 31,
|
||||
2006
|
2005
|
2004
|
2003
|
2002
|
5.16
|
1.66
|
1.74
|
1.51
|
1.35
|
·
|
quorums;
|
·
|
terms
of directors elected;
|
·
|
vacancies;
|
·
|
class
voting;
|
·
|
meetings;
and
|
·
|
adjournments.
|
·
|
a
provision requiring the affirmative vote of 75 percent of the outstanding
shares of all classes of ALLETE’s capital stock, present and entitled to
vote, in order to authorize certain mergers or consolidations,
or sales or
leases of a significant amount of assets, of ALLETE, and other
significant
transactions that may have an effect on the control of
ALLETE. Any of those transactions are required to meet certain
“fair price” and procedural requirements. Neither a 75 percent
shareholder vote nor a “fair price” is required for any of those
transactions that have been approved by a majority of the “Disinterested
Directors,” as that term is defined in the Articles of
Incorporation;
|
·
|
a
provision permitting a majority of the Disinterested Directors
to
determine whether the above requirements have been satisfied;
and
|
·
|
a
provision providing that some parts of the Articles of Incorporation
cannot be altered unless approved by 75 percent of the outstanding
shares
of all classes of ALLETE’s capital stock, present and entitled to vote,
unless the alteration is recommended to the shareholders by a majority
of
the Disinterested Directors. The parts of the Articles of
Incorporation that cannot be altered except as stated above include
some
parts relating to:
|
-
|
mergers
or consolidations, or sales or leases of a significant amount of
assets,
of ALLETE, and other significant transactions that may have an
effect on
the control of ALLETE; and
|
-
|
the
number, election, terms of office and removal of directors of ALLETE
and
the way in which vacancies on the Board of Directors are
filled.
|
·
|
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 ALLETE’s common stock, or the “Stock Acquisition
Date;” or
|
·
|
15
business days following the commencement of (or a public announcement
of
an intention to make) a tender or exchange offer where a person
or group
would become the beneficial owner of 15 percent or more of ALLETE’s
outstanding shares of common stock. At any time before a person
becomes an Acquiring Person, the Board of Directors may extend
the
15-business day time period.
|
·
|
July 11,
2009 (“Final Expiration Date”);
|
·
|
the
redemption of the Rights as described below;
or
|
·
|
the
exchange of all Rights for ALLETE’s common stock as described
below.
|
·
|
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
|
·
|
before
the acquisition by that person or group of 50 percent or more of
the
outstanding common stock.
|
·
|
the
designation of the series of first mortgage bonds and aggregate
principal
amount of the first mortgage bonds,
|
·
|
the
percentage or percentages of their principal amount at which the
series
will be issued,
|
·
|
the
offering price of the series,
|
·
|
the
place where the principal of and interest on the series will be
payable,
if other than at The Bank of New York in The City of New
York,
|
·
|
the
date or dates on which the series will
mature,
|
·
|
the
rate or rates at which the series will bear interest, or how the
interest
rate(s) will be determined,
|
·
|
the
times at which such interest will be
payable,
|
·
|
whether
all or a portion of the series will be in global form,
and
|
·
|
redemption
terms or any other terms or provisions relating to the series that
are not
inconsistent with the provisions of the
mortgage.
|
·
|
excepted
encumbrances, including defects which ALLETE has the right to cure
and
which do not impair the use of such properties by
ALLETE;
|
·
|
possible
defects in title to reservoir lands, easements or rights of way,
any
property not costing in excess of $25,000, or lands or rights held
for
flowage, flooding or seepage purposes, or riparian
rights;
|
·
|
vendors’
liens, purchase money mortgages and liens on property that already
exist
at the time ALLETE acquires that
property;
|
·
|
liens
for labor, materials, supplies or other objects given priority
by law;
and
|
·
|
liens
for taxes, assessments or other governmental charges given priority
by
law.
|
·
|
cash
and securities;
|
·
|
merchandise,
equipment, materials or supplies held for sale or other
disposition;
|
·
|
fuel,
oil and similar materials used in the operation of the properties
of
ALLETE;
|
·
|
aircraft,
automobiles and other vehicles, and materials and supplies for
repairing
and replacing the same;
|
·
|
timber,
minerals, mineral rights and
royalties;
|
·
|
receivables,
contracts, leases and operating agreements;
and
|
·
|
materials
or products, including electric energy, that ALLETE generates,
produces or
purchases for sale or use by
ALLETE.
|
(1)
|
60
percent of property additions after adjustments to offset
retirements;
|
(2)
|
retirement
of first mortgage bonds or qualified lien bonds;
and
|
(3)
|
deposit
of cash.
|
(1)
|
deposit
with the mortgage trustee of cash or, to a limited extent, purchase
money
mortgages;
|
(2)
|
property
additions acquired by ALLETE in the last five years, after adjustments
in
certain cases to offset retirement and after making adjustments
for
qualified lien bonds outstanding against property additions;
and/or
|
(3)
|
waiver
of the right to issue first mortgage
bonds,
|
·
|
failure
to pay principal of any first mortgage
bond;
|
·
|
failure
to pay interest on any first mortgage bond for 60 days after that
interest
is due;
|
·
|
failure
to pay any installments of funds for retirement of first mortgage
bonds
for 60 days after that installment is
due;
|
·
|
failure
to pay principal of or interest on any qualified lien bond beyond
any
applicable grace period for the payment of that principal or
interest;
|
·
|
certain
events in bankruptcy, insolvency or reorganization;
and
|
·
|
the
expiration of 90 days following notice by the mortgage trustee
or holders
of 15 percent of the first mortgage bonds relating to other
covenants. (See Mortgage, Section
65.)
|
·
|
through
underwriters or dealers;
|
·
|
through
agents; or
|
·
|
directly
to one or more purchasers.
|
·
|
outstanding
options to purchase 24,755 shares of ALLETE common stock, of which
14,038
options are fully vested, the remainder of which shall vest between
February 1, 2008 and February 1, 2010, and all of which will expire
ten
years from the date of grant; and
|
·
|
an
award opportunity for up to 5,918 additional performance shares
contingent
upon the attainment of certain performance goals of ALLETE for
the periods
January 1, 2005 through December 31, 2007, January 1, 2006
through December 31, 2008, and January 1, 2007 through December
31,
2009.
|
Filing
fee for registration statement
|
$
*
|
|
Minnesota
mortgage registration tax
|
345,000**
|
|
Legal
and accounting fees
|
400,000**
|
|
Printing
(Form S-3, prospectus, prospectus supplement, etc.)
|
50,000**
|
|
Listing
Fee
|
***
|
|
Fees
of the trustees
|
25,000**
|
|
Rating
agencies’ fees
|
125,000**
|
|
Miscellaneous
|
25,000**
|
|
Total
|
$970,000
|
+1(a)
|
-
|
Form
of Underwriting Agreement for common stock.
|
|||
+1(b)
|
-
|
Form
of Underwriting Agreement for first mortgage bonds.
|
|||
*4(a)(1)
|
-
|
Articles
of Incorporation, amended and restated as of May 8, 2001 (filed
as Exhibit
3(b) to the March 31, 2001, Form 10-Q, File No.
1-3548).
|
|||
*4(a)(2)
|
-
|
Amendment
to Articles of Incorporation, effective 12:00 p.m. Eastern Time
on
September 20, 2004 (filed as Exhibit 3 to the September 21, 2004,
Form
8-K, File No. 1-3548).
|
|||
*4(a)(3)
|
-
|
Amendment
to Certificate of Assumed Name, filed with the Minnesota Secretary
of
State on May 8, 2001 (filed as Exhibit 3(a) to the March 31, 2001,
Form
10-Q, File No. 1-3548).
|
|||
*4(b)
|
-
|
Bylaws,
as amended effective August 24, 2004 (filed as Exhibit 3 to the
August 25,
2004, Form 8-K, File No. 1-3548).
|
|||
*4(c)1
|
-
|
Mortgage
and Deed of Trust, dated as of September 1, 1945, between Minnesota
Power
& Light Company (now ALLETE) and The Bank of New York (formerly Irving
Trust Company) and Douglas J. MacInnes (successor to Richard H.
West), Trustees (filed as Exhibit 7(c), File
No. 2-5865).
|
|||
*4(c)2
|
-
|
Supplemental
Indentures to ALLETE’s 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)
|
||
Nineteenth
|
February
1, 1997
|
1-3548
(1996 Form 10-K)
|
4(a)3
|
||
Twentieth
|
November
1, 1997
|
1-3548
(1997 Form 10-K)
|
4(a)3
|
||
Twenty-first
|
October
1, 2000
|
333-54330
|
4(c)3
|
||
Twenty-second
|
July
1, 2003
|
1-3548
(June 30, 2003 Form 10-Q)
|
4
|
||
Twenty-third
|
August
1, 2004
|
1-3548
(Sept. 30, 2004 Form 10-Q)
|
4(a)
|
||
Twenty-fourth
|
March
1, 2005
|
1-3548
(March 31, 2005 Form 10-Q)
|
4
|
||
Twenty-fifth
|
December
1, 2005
|
1-3548
(March 31, 2006 Form 10-Q)
|
4
|
||
Twenty-sixth
|
October
1, 2006
|
1-3548
(Dec. 31, 2006 Form 10-K)
|
4(a)(3)
|
4(c)3
|
-
|
Form
of Supplemental Indenture relating to the first mortgage
bonds.
|
*4(d)
|
-
|
Amended
and Restated Rights Agreement, dated as of July 12, 2006, between
ALLETE
and the Corporate Secretary of ALLETE, as Rights Agent (filed as
Exhibit 4
to the July 14, 2006, Form 8-K, File No. 1-3548).
|
5(a)
|
-
|
Opinion
and Consent, dated December 10, 2007, of Deborah A. Amberg, Esq.,
Senior
Vice President, General Counsel and Secretary of
ALLETE.
|
5(b)
|
-
|
Opinion
and Consent, dated December 10, 2007, of Thelen Reid Brown Raysman
&
Steiner LLP.
|
12
|
-
|
Computation
of Ratio of Earnings to Fixed Charges.
|
23(a)
|
-
|
Consent
of Independent Registered Public Accounting Firm.
|
23(b)
|
-
|
Consent
of Deborah A. Amberg, Esq. (included in opinion, attached hereto
as
Exhibit 5(a)).
|
23(c)
|
-
|
Consent
of Thelen Reid Brown Raysman & Steiner LLP (included in opinion,
attached hereto as Exhibit 5(b)).
|
24
|
-
|
Powers
of Attorney (included on the signature pages of this registration
statement).
|
25(a)
|
-
|
Statement
of Eligibility on Form T-1 of The Bank of New York with respect
to the
Mortgage.
|
25(b)
|
-
|
Statement
of Eligibility on Form T-2 of Douglas J. MacInnes with respect
to the
Mortgage.
|
*
|
Incorporated
herein by reference as indicated.
|
|
+
|
To
be filed by amendment or pursuant to a report to be filed pursuant
to
Section 13 or 15(d) of the Securities Exchange Act of 1934 if
applicable.
|
(1)
|
To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this 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 the purpose of determining liability under the Securities Act
of 1933
to any purchaser:
|
(5)
|
That,
for the purpose of determining liability of the registrant under
the
Securities Act of 1933 to any purchaser in the initial distribution
of the
securities, the undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to
this
registration statement, regardless of the underwriting method used
to sell
the securities to the purchaser, if the securities are offered
or sold to
such purchaser by means of any of the following communications,
the
undersigned registrant will be a seller to the purchaser and will
be
considered to offer or sell such securities to such
purchaser:
|
(6)
|
To
file, if applicable, an application for the purpose of determining
the
eligibility of the trustee to act under subsection (a) of Section
310 of
the Trust Indenture Act of 1939 in accordance with the rules and
regulations prescribed by the SEC under Section 305(b)(2) of the
Trust
Indenture Act of 1939.
|
(7)
|
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
herein,
and the offering of such securities at that time shall be deemed
to be the
initial bona fide offering
thereof.
|
By /s/ Donald
J.
Shippar_________________________________________________________
|
Donald
J.
Shippar
|
Chairman,
President
and
|
Chief
Executive
Officer
|
Signature
|
Title
|
Date
|
/s/
Donald J. Shippar
Donald
J. Shippar
|
Chairman,
President, Chief Executive Officer and Director (Principal Executive
Officer)
|
December
10, 2007
|
/s/
Mark A. Schober
Mark
A. Schober
|
Senior
Vice President and
Chief
Financial Officer
(Principal
Financial Officer)
|
December
10, 2007
|
/s/
Steven Q. DeVinck
Steven
Q. DeVinck
|
Controller
(Principal
Accounting Officer)
|
December
10, 2007
|
/s/
Kathleen A. Brekken
Kathleen
A. Brekken
|
Director
|
December
10, 2007
|
/s/
Heidi J. Eddins
Heidi
J. Eddins
|
Director
|
December
10, 2007
|
/s/
Sidney W. Emery. Jr.
Sidney
W. Emery, Jr
|
Director
|
December
10, 2007
|
/s/
James J. Hoolihan
James
J. Hoolihan
|
Director
|
December
10, 2007
|
/s/
Madeleine W. Ludlow
Madeleine
W. Ludlow
|
Director
|
December
10, 2007
|
/s/
George L. Mayer
George
L. Mayer
|
Director
|
December
10, 2007
|
/s/
Douglas C. Neve
Douglas C.
Neve
|
Director
|
December
10, 2007
|
/s/
Roger D. Peirce
Roger
D. Peirce
|
Director
|
December
10, 2007
|
/s/
Jack I. Rajala
Jack
I. Rajala
|
Director
|
December
10, 2007
|
/s/
Bruce W. Stender
Bruce
W. Stender
|
Director
|
December
10, 2007
|
4(c)3
|
Form
of Supplemental Indenture relating to the first mortgage
bonds.
|
5(a)
|
Opinion
and Consent, dated December 10, 2007, of Deborah A. Amberg, Esq.,
Senior
Vice President, General Counsel and Secretary of
ALLETE.
|
5(b)
|
Opinion
and Consent, dated December 10, 2007, of Thelen Reid Brown Raysman
&
Steiner LLP.
|
12
|
Computation
of Ratio of Earnings to Fixed Charges.
|
23(a)
|
Consent
of Independent Registered Public Accounting Firm.
|
23(b)
|
Consent
of Deborah A. Amberg, Esq. (included in opinion, attached hereto
as
Exhibit 5(a)).
|
23(c)
|
Consent
of Thelen Reid Brown Raysman & Steiner LLP (included in opinion,
attached hereto as Exhibit 5(b)).
|
24
|
Powers
of Attorney (included on the signature pages of this registration
statement).
|
25(a)
|
Statement
of Eligibility on Form T-1 of The Bank of New York with respect
to the
Mortgage.
|
25(b)
|
Statement
of Eligibility on Form T-2 of Douglas J. MacInnes with respect
to the
Mortgage
|