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) - AUGUST 9, 2006
ALLETE, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 1-3548 41-0418150
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation or
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 August 9, 2006, the Board of Directors of ALLETE, Inc. (ALLETE or Company)
approved amendments to the following executive compensation plans:
- ALLETE and Affiliated Companies Supplemental Executive Retirement Plan
(SERP);
- Minnesota Power and Affiliated Companies Executive Investment Plan I;
- Minnesota Power and Affiliated Companies Executive Investment Plan II; and
- ALLETE Director Compensation Deferral Plan.
The SERP was amended to reflect amendments to the Minnesota Power and Affiliated
Companies Retirement Plan A and the Minnesota Power and Affiliated Companies
Retirement Savings and Stock Ownership Plan. (See Item 8.01.) In addition, the
SERP was amended to replace the fixed crediting rate with a market-based stable
value fixed income fund crediting rate, to reduce to 7.5 percent the "executive
deferral account" payment annuity rate effective January 1, 2007, and to remove
the change in control supplemental tax benefit.
The Minnesota Power and Affiliated Companies Executive Investment Plan I and the
Minnesota Power and Affiliated Companies Executive Investment Plan II were
amended to remove the change in control supplemental tax benefit.
The ALLETE Director Compensation Deferral Plan was amended to replace the fixed
crediting rate with a market-based stable value fixed income fund crediting
rate, and to reduce to 7.5 percent the "executive deferral account" payment
annuity rate effective January 1, 2007.
SECTION 8 - OTHER EVENTS
ITEM 8.01 OTHER EVENTS.
On August 9, 2006, ALLETE's Board of Directors also approved amendments to the
following qualified employee plans:
- Minnesota Power and Affiliated Companies Retirement Plan A (Retirement
Plan A); and
- Minnesota Power and Affiliated Companies Retirement Savings and Stock
Ownership Plan (RSOP).
Retirement Plan A was amended to suspend further crediting service pursuant to
the plan, effective as of September 30, 2006, and to close Retirement Plan A to
new participants. In conjunction with this change, employees will receive
additional benefits under the RSOP. Funding of RSOP benefits comes from
unallocated shares of ALLETE common stock held by the RSOP, the value of which
has grown significantly and has exceeded the Company's forecast creating
additional value. Because there are limitations on how the RSOP's value can be
used, the Company reviewed the retirement program design and how best to deliver
retirement benefits to the Company's employees. The Company will not record a
curtailment of Retirement Plan A as a result of the amendment.
ALLETE Form 8-K dated August 14, 2006 1
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.
August 14, 2006 Mark A. Schober
-------------------------------------------------
Mark A. Schober
Senior Vice President and Chief Financial Officer
ALLETE Form 8-K dated August 14, 2006 2