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 5, 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
Reference is made to the 2002 Form 10-K of ALLETE, Inc. (ALLETE) for background
information on the following update. Unless otherwise indicated, cited
references are to ALLETE's 2002 Form 10-K.
Ref. Page 19. - Ninth Paragraph
Ref. Page 40. - Third Full 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. Form 10-Q for the quarter ended March 31, 2003, Page 16. - Last Paragraph
Ref. Form 8-K dated and filed July 24, 2003
Ref. Form 10-Q for the quarter ended June 30, 2003, Page 21. - Second through
Fourth Paragraphs
Ref. Form 8-K dated and filed August 20, 2003
Ref. Form 8-K dated and filed August 27, 2003
Ref. Form 8-K dated and filed September 4, 2003
Ref. Form 8-K dated and filed September 15, 2003
Ref. Form 8-K dated and filed October 15, 2003
Ref. Form 8-K dated and filed October 30, 2003
Ref. Form 8-K dated and filed October 31, 2003
Ref. Form 8-K dated and filed November 6, 2003
Ref. Form 10-Q for the quarter ended September 30, 2003, Page 25. - Second and
Third Paragraphs and Page 31. - Fourth and Fifth Paragraphs
Ref. Form 8-K dated and filed November 13, 2003
Ref. Form 8-K dated and filed November 21, 2003
On December 5, 2003 Florida Water Services Corporation (Florida Water), a wholly
owned subsidiary of ALLETE, closed on the sale of its water and wastewater
systems serving the counties of Lee and Citrus in Florida. The systems were sold
to a local governmental authority for approximately $51 million. With these
sales closed, ALLETE has substantially completed the sale of its Water Services
businesses.
ALLETE has been in the process of selling its Water Services businesses, which
are comprised primarily of Florida Water and Heater Utilities, Inc. (Heater),
another wholly owned subsidiary of ALLETE. All of the previously announced water
services transactions have been closed, with the exception of Charlotte County,
Florida, which is scheduled to close in December 2003, and Heater, which is
scheduled to close in 2004 after regulatory approvals are obtained. Pursuant to
a stock purchase agreement, Heater will be sold for $48 million, including the
buyer assuming approximately $28 million in debt. The Charlotte County water and
wastewater system is expected to be sold for approximately $4 million.
Total sale proceeds from all announced transactions are expected to be
approximately $490 million, representing an after-tax gain of approximately $90
million. The associated net cash proceeds after transaction costs, retirement of
most water services debt and payment of income taxes are approximately $300
million and are being used to retire debt and securities at ALLETE.
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READERS ARE CAUTIONED THAT FORWARD-LOOKING STATEMENTS INCLUDING THOSE CONTAINED
ABOVE, SHOULD BE READ IN CONJUNCTION WITH OUR 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.
ALLETE Form 8-K dated December 5, 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:
- our ability to successfully implement our strategic objectives,
including the completion and impact of the proposed spin-off of our
Automotive Services business and the sale of our Water Services
businesses;
- 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 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 December 5, 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.
December 5, 2003 James K. Vizanko
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James K. Vizanko
Vice President, Chief Financial Officer
and Treasurer
ALLETE Form 8-K dated December 5, 2003 3