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. |
Vice President and Treasurer | Morgan, Lewis & Bockius LLP |
30 West Superior Street | 101 Park Avenue |
Duluth, Minnesota 55802-2093 | New York, New York 10178-0060 |
(218) 279-5000 | (212) 309-6000 |
Large Accelerated Filer | x | Accelerated Filer | o | |||
Non-Accelerated Filer | o | Smaller Reporting Company | o | |||
(Do not check if a smaller reporting company) |
Title of Each Class of Securities to be Registered | Proposed Maximum Aggregate Offering Price (1) | Amount of Registration Fee |
Common Stock, without par value | ||
First Mortgage Bonds | ||
Total | (2) |
(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., or sold by a selling securityholder, 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. |
(2) | Pursuant to Rule 415(a)(6) under the Securities Act of 1933, there are included on this registration statement an aggregate of 4,209,892 shares of ALLETE, Inc.'s common stock that were previously registered for offer and sale, but not sold, in connection with ALLETE, Inc.'s amended equity distribution agreement pursuant to Registration Statement No. 333-170289 (“Prior Registration Statement”), filed with the Securities and Exchange Commission (“SEC”) on November 2, 2010, and for which an aggregate of $15,526.64 in fees were paid in connection with the filing with the SEC of prospectus supplements dated February 27, 2009 (“2009 Prospectus Supplement”) (which unsold shares were previously included on the Prior Registration Statement) and August 3, 2012 (“2012 Prospectus Supplement”). Pursuant to Rule 415(a)(6), the $1,330.64 filing fee related to the 1,209,892 unsold shares previously paid in connection with the 2009 Prospectus Supplement and the $14,195.50 filing fee related to the 3,000,000 unsold shares previously paid in connection with the 2012 Prospectus Supplement will continue to be applied to such unsold shares and no additional filing fee is required with respect to the 4,209,892 shares. In addition, pursuant to Rule 416(a) of the Securities Act of 1933, this registration statement also covers an indeterminable number of additional shares of common stock as may become deliverable as a result of stock splits, stock dividends, split-ups, recapitalizations or similar transaction that increases the number of shares of ALLETE, Inc. common stock. Pursuant to Rule 415(a)(6) under the Securities Act of 1933, the offering of unsold securities under the Prior Registration Statement will be terminated concurrently with the filing of this registration statement. 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) and Rule 457(r) under the Securities Act of 1933. |
Page | ||
About this Prospectus | 1 | |
Where You Can Find More Information | 1 | |
Incorporation by Reference | 1 | |
Forward-Looking Statements | 2 | |
ALLETE, Inc. | 3 | |
Use of Proceeds | 3 | |
Consolidated Ratio of Earnings to Fixed Charges | 3 | |
Description of Common Stock | 4 | |
Description of First Mortgage Bonds | 5 | |
Plan of Distribution | 12 | |
Experts | 13 | |
Legal Opinions | 13 |
• | ALLETE's Annual Report on Form 10-K for the year ended December 31, 2012; |
• | ALLETE's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2013 and June 30, 2013; and |
• | ALLETE's Current Reports on Form 8-K filed with the SEC on January 25, 2013, March 1, 2013, April 2, 2013, May 16, 2013, and August 1, 2013 (other than any documents or portions of documents not deemed to be filed). |
• | ALLETE's ability to successfully implement its strategic objectives; |
• | regulatory or legislative actions, 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, the North Dakota Public Service Commission, the Environmental Protection Agency and various state, local and county regulators, and city administrators, that impact ALLETE's allowed rates of return, capital structure, ability to secure financing, industry and rate structure, acquisition and disposal of assets and facilities, operation and construction of plant facilities, recovery of purchased power, capital investments and other expenses, including present or prospective wholesale and retail competition and environmental matters; |
• | ALLETE's ability to manage expansion and integrate acquisitions; |
• | ALLETE's current and potential industrial and municipal customers’ ability to execute announced expansion plans; |
• | the impacts on ALLETE's Regulated Operations of climate change and future regulation to restrict the emissions of greenhouse gases; |
• | effects of restructuring initiatives in the electric industry; |
• | economic and geographic factors, including political and economic risks; |
• | changes in and compliance with laws and regulations; |
• | weather conditions, natural disasters and pandemic diseases; |
• | war, acts of terrorism and cyber attacks; |
• | wholesale power market conditions; |
• | population growth rates and demographic patterns; |
• | effects of competition, including competition for retail and wholesale customers; |
• | zoning and permitting of land held for resale, real estate development or changes in the real estate market; |
• | pricing, availability and transportation of fuel and other commodities and the ability to recover the costs of such commodities; |
• | changes in tax rates or policies or in rates of inflation; |
• | project delays or changes in project costs; |
• | availability and management of construction materials and skilled construction labor for capital projects; |
• | changes in operating expenses and capital expenditures; |
• | global and domestic economic conditions affecting ALLETE or its customers; |
• | 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. |
• | Regulated Operations includes ALLETE's regulated utilities, Minnesota Power and Superior Water, Light and Power Company (“SWL&P”), as well as its investment in American Transmission Company LLC, a Wisconsin-based regulated utility that owns and maintains electric transmission assets in parts of Wisconsin, Michigan, Minnesota and Illinois. Minnesota Power provides regulated utility electric service in northeastern Minnesota to approximately 143,000 retail customers. Minnesota Power's non-affiliated municipal customers consist of 16 municipalities in Minnesota and 1 private utility in Wisconsin. SWL&P is also a private utility in Wisconsin and a customer of Minnesota Power. SWL&P provides regulated electric, natural gas and water service in northwestern Wisconsin to approximately 15,000 electric customers, 12,000 natural gas customers and 10,000 water customers. ALLETE's regulated utility operations include retail and wholesale activities under the jurisdiction of state and federal regulatory authorities. |
• | Investments and Other is comprised primarily of BNI Coal, Ltd., ALLETE's coal mining operations in North Dakota, ALLETE Properties, LLC, ALLETE's Florida real estate investment, and ALLETE Clean Energy, Inc., ALLETE's business aimed at developing or acquiring capital projects that create energy solutions via wind, solar, biomass, midstream gas and oil infrastructure, among other energy-related projects. This segment also includes other business development and corporate expenditures, a small amount of non-rate base generation, approximately 6,000 acres of land in Minnesota, and earnings on cash and investments. |
Years Ended December 31, | ||||
2012 | 2011 | 2010 | 2009 | 2008 |
3.56 | 3.63 | 3.67 | 3.29 | 5.05 |
• | 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. |
• | the designation of the series of first mortgage bonds and aggregate principal amount of the first mortgage bonds, |
• | the offering price of the series, |
• | the place where the principal of and interest on the series will initially be payable, if other than at The Bank of New York Mellon in New York, New York, |
• | the date or dates on which the series will mature, |
• | the rate or rates at which the series will bear interest, or method for determining the interest rate(s), |
• | the dates on which such interest will be payable, |
• | the currency or currencies in which payment of the principal of and interest on the series may be made, if other than United States dollars, |
• | whether all or a portion of the series will be in global form, |
• | the redemption terms, and |
• | any other terms or provisions relating to the series that are not inconsistent with the provisions of the mortgage. |
• | liens for taxes, assessments or governmental charges which are not delinquent or the validity of which is being contested at the time by ALLETE in good faith; and liens for workmen's compensation awards and similar obligations which are not delinquent and undetermined liens or charges incidental to construction; |
• | liens securing indebtedness, neither assumed nor guaranteed by ALLETE nor on which it customarily pays interest, existing on real property or rights in or relating to real property acquired by ALLETE for substation, transmission line, transportation line, distribution line or right of way purposes; |
• | rights of any municipality or public authority to terminate any right, power, franchise, grant, license or permit or to purchase or recapture or to designate a purchaser of any of the property of ALLETE or to control or regulate any property of ALLETE, or to use such property in a manner which does not materially impair the use of such property for the purposes for which it is held by ALLETE; |
• | rights of others to take or receive any part of the power, gas, oil or other minerals or timber generated, developed, produced, manufactured, pumped or stored by, or grown on, or acquired with, any property of ALLETE; |
• | easements, restrictions, exceptions or reservations in any property and/or rights of way of ALLETE for the purpose of roads, pipe lines, transmission lines, distribution lines, removal of coal or other minerals or timber, and other like purposes, or for the joint or common use of real property, rights of way, facilities and/or equipment, and defects, irregularities and deficiencies in titles of any property and/or rights of way, which do not materially impair the use of such property and/or rights of way for the purposes for which such property and/or rights of way are held by ALLETE; or |
• | any obligations or duties, affecting the property of ALLETE, to any municipality or public authority with respect to any franchise, grant, license or permit. |
• | 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. |
• | tax liens, assessments and other governmental charges or requirements which are not delinquent or which are being contested in good faith and by appropriate proceedings or of which at least ten business days' notice has not been given to ALLETE's general counsel or to such other person designated by ALLETE to receive such notices; |
• | mechanics', workmen's, repairmen's, materialmen's, warehousemen's and carriers' liens, other liens incident to construction, liens or privileges of any of ALLETE's employees for salary or wages earned, but not yet payable, and other liens, including without limitation liens for worker's compensation awards, arising in the ordinary course of business for charges or requirements which are not delinquent or which are being contested in good faith and by appropriate proceedings or of which at least ten business days' notice has not been given to ALLETE's general counsel or to such other person designated by ALLETE to receive such notices; |
• | specified judgment liens; |
• | easements, leases, reservations or other rights of others (including governmental entities) in, and defects of title in, ALLETE's property; |
• | liens securing indebtedness or other obligations relating to real property ALLETE acquired for specified transmission, distribution or communication purposes or for the purpose of obtaining rights-of-way; |
• | specified leases and leasehold, license, franchise and permit interests; |
• | liens resulting from law, rules, regulations, orders or rights of governmental authorities and specified liens required by law or governmental regulations; |
• | liens to secure public obligations, rights of others to take minerals, timber, electric energy or capacity, gas, water, steam or other products produced by ALLETE or by others on ALLETE's property; |
• | rights and interests of persons other than ALLETE arising out of agreements relating to the common ownership or joint use of property, and liens on the interests of those persons in such property; |
• | restrictions on assignment and/or requirements of any assignee to qualify as a permitted assignee and/or public utility or public services corporation; |
• | liens which have been bonded for the full amount in dispute or for the payment of which other adequate security arrangements have been made; |
• | certain easements, ground leases and rights-of-way for the purpose of roads, pipelines, transmission lines, distribution lines, communication lines, railways, removal or transportation of coal, lignite, gas, oil or other minerals or timber, and other like purposes, or for the joint or common use of real property, rights-of-way, facilities and/or equipment, so long as such grant shall not materially impair the use of the property or rights-of-way for the purposes for which such property or rights-of-way are held by ALLETE; and |
• | certain prepaid liens. (See Thirty-first Supplemental Indenture, Article IV.) |
• | cash and securities; |
• | merchandise, equipment, materials or supplies held for sale or other disposition; |
• | fuel, oil and similar materials consumable 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. |
• | all cash, deposit accounts, securities and all policies of insurance on the lives of ALLETE's officers not paid or delivered to or deposited with or held by the corporate mortgage trustee or required so to be; |
• | all contracts, leases, operating agreements and other agreements of all kinds (other than ALLETE's franchises, permits and licenses that are transferable and necessary for the operation of the mortgaged property), contract rights, bills, notes and other instruments, revenues, income and earnings, all accounts, accounts receivable, rights to payment, payment intangibles and unbilled revenues, rights created by statute or governmental action to bill and collect revenues or other amounts from customers or others, credits, claims, demands and judgments; |
• | all governmental and other licenses, permits, franchises, consents and allowances (other than ALLETE's franchises, permits and licenses that are transferable and necessary for the operation of the mortgaged property); |
• | all unrecorded easements and rights of way; |
• | all intellectual property rights and other general intangibles; |
• | all vehicles, movable equipment, aircraft and vessels and all parts, accessories and supplies used in connection with any of the foregoing; |
• | all personal property of such character that the perfection of a security interest therein or other lien thereon is not governed by the Uniform Commercial Code in effect where ALLETE is organized; |
• | all merchandise and appliances acquired for the purpose of resale in the ordinary course and conduct of ALLETE's business, and all materials and supplies held for consumption in operation or held in advance of use thereof for fixed capital purposes; |
• | all electric energy and capacity, gas, steam and other materials and products generated, manufactured, produced or purchased by ALLETE for sale, distribution or use in the ordinary course and conduct of ALLETE's business; |
• | all property which is the subject of a lease agreement designating ALLETE as lessee, and all ALLETE's right, title and interest in and to the property and in, to and under the lease agreement, whether or not the lease agreement is intended as security, and the last day of the term of any lease or leasehold which may become subject to the lien of the mortgage; and |
• | all property which subsequent to September 1, 1945 has been released from the lien of the mortgage and any improvements, extensions and additions to such properties and renewals, replacements, substitutions of or for any parts thereof. (See Thirty-first Supplemental Indenture, Article IV.) |
(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. |
• | to permit releases of property without the sale or disposition of such property; |
• | to eliminate the five-year limit referred to in clause (2) above; and |
• | to specify that releases of property can be made on the basis of (i) the aggregate principal amount of first mortgage bonds that ALLETE would be entitled to issue on the basis of retired qualified lien bonds; or (ii) 10/6ths of the aggregate principal amount of first mortgage bonds that ALLETE would be entitled to issue on the basis of retired first mortgage bonds, in each case with the entitlement being waived by operation of the release. |
• | to evidence the assumption by any permitted successor of ALLETE's covenants in the mortgage and in the first mortgage bonds; |
• | to add one or more covenants or other provisions for the benefit of the holders of all or any series of mortgage bonds, or to surrender any right or power conferred upon ALLETE and to make an occurrence of a default in performance of any such additional covenants, an additional “default”; |
• | to correct or amplify the description of any property at any time subject to the lien of the mortgage, or better to assure, convey and confirm unto the mortgage trustees any property subject or required to be subjected to the lien of the mortgage, or to subject to the lien of the mortgage additional property; |
• | to change or eliminate or add any new provision to the mortgage; provided, however, that no such change, elimination or addition will adversely affect the interests of the holders of first mortgage bonds of any series in any material respect; |
• | to establish the form or terms of mortgage bonds of any other series as permitted by the mortgage; |
• | to provide for the procedures required to permit ALLETE to utilize, at its option, a non-certificated system of registration for all or any series of first mortgage bonds; |
• | to change any place where principal, premium, if any, and interest shall be payable, mortgage bonds may be surrendered for registration of transfer or exchange, and notices and demands to ALLETE may be served; and |
• | to cure any ambiguity or inconsistency or to make any other changes or additions to the provisions of the mortgage if such changes or additions will not adversely affect the interests of the holders of first mortgage bonds of any series in any material respect. (See Thirty-first Supplemental Indenture, Article IV.) |
• | failure to pay principal of any first mortgage bond when due; |
• | 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 pertaining to ALLETE; and |
• | the expiration of 90 days following notice by the corporate mortgage trustee or holders of 15 percent of the first mortgage bonds relating to the failure by ALLETE to perform its covenants under the mortgage. (See Mortgage, Section 65.) |
• | through underwriters or dealers; |
• | through agents; or |
• | directly to one or more purchasers. |
• | outstanding options to purchase 24,275 shares of ALLETE common stock, which options are fully vested, and which will expire ten years from the date of grant; |
• | restricted stock units pursuant to which 3,716 shares of common stock (plus accrued dividend equivalents) will be distributed to Ms. Amberg after they vest (on December 31, 2013, 2014 and 2015) provided she remains employed on the payment dates; and |
• | an award opportunity for up to 13,882 performance shares (plus accrued dividend equivalents) that will be distributed to Ms. Amberg if ALLETE attains certain performance goals for the periods January 1, 2011 through December 31, 2013, January 1, 2012 through December 31, 2014 and January 1, 2013 through December 31, 2015, and provided Ms. Amberg remains employed on the payment dates. |
Filing fee for registration statement | $* | |
Minnesota mortgage registration tax | ** | |
Legal and accounting fees | ** | |
Printing (Form S-3, prospectus, prospectus supplement, etc.) | ** | |
Listing fee | *** | |
Fees of the trustees | ** | |
Rating agencies' fees | ** | |
Miscellaneous | ** | |
Total | $** |
Exhibit Number | Description of Exhibit | |||||||||
+1(a) | – | Form of Underwriting Agreement for common stock. | ||||||||
+1(b) | – | Form of Underwriting Agreement for first mortgage bonds. | ||||||||
*1(c)1 | – | Third Amended and Restated Distribution Agreement between ALLETE, Inc. and KCCI, Ltd. dated August 3, 2012 (filed as Exhibit 1 to the August 3, 2012 Form 8-K, File No. 1-3548). | ||||||||
1(c)2 | – | Form of Amendment No. 1 to Third Amended and Restated Distribution Agreement between ALLETE, Inc. and KCCI, Ltd. | ||||||||
+1(d) | – | Form of Distribution Agreement for common stock. | ||||||||
*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 Articles of Incorporation, dated as of May 12, 2009 (filed as Exhibit 3 to the June 30, 2009, Form 10-Q, File No. 1-3548). | ||||||||
*4(a)4 | – | Amendment to Articles of Incorporation, dated as of May 11, 2010 (filed as Exhibit 3(a) to the May 14, 2010, Form 8-K, File No. 1-3548). | ||||||||
*4(a)5 | – | 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 May 11, 2010 (filed as Exhibit 3(b) to the May 14, 2010, 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 Mellon (formerly Irving Trust Company) and Philip L. Watson (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 |
Exhibit Number | Description of Exhibit | |||||||||
Twenty-fifth | December 1, 2005 | 1-3548 (March 31, 2006 Form 10-Q) | 4 | |||||||
Twenty-sixth | October 1, 2006 | 1-3548 (2006 Form 10-K) | 4(a)3 | |||||||
Twenty-seventh | February 1, 2008 | 1-3548 (2007 Form 10-K) | 4(a)3 | |||||||
Twenty-eighth | May 1, 2008 | 1-3548 (June 30, 2008 Form 10-Q) | 4 | |||||||
Twenty-ninth | November 1, 2008 | 1-3548 (2008 Form 10-K) | 4(a)3 | |||||||
Thirtieth | January 1, 2009 | 1-3548 (2008 Form 10-K) | 4(a)4 | |||||||
Thirty-first | February 1, 2010 | 1-3548 (March 31, 2010 Form 10-Q) | 4 | |||||||
Thirty-second | August 1, 2010 | 1-3548 (Sept. 30, 2010 Form 10-Q) | 4 | |||||||
Thirty-third | July 1, 2012 | 1-3548 (July 2, 2012 Form 8-K) | 4 | |||||||
Thirty-fourth | April 1, 2013 | 1-3548 (April 2, 2013 Form 8-K) | ||||||||
4(c)3 | – | Form of Supplemental Indenture relating to the first mortgage bonds. | ||||||||
5(a) | – | Opinion and Consent, dated August 2, 2013, of Deborah A. Amberg, Esq., Senior Vice President, General Counsel and Secretary of ALLETE. | ||||||||
5(b) | – | Opinion and Consent, dated August 2, 2013, of Morgan, Lewis & Bockius 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 Morgan, Lewis & Bockius 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 Mellon with respect to the Mortgage. | ||||||||
25(b) | – | Statement of Eligibility on Form T-2 of Philip L. Watson 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: |
(i) | to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and |
(iii) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the 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: |
(i) | each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof, |
(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: |
(i) | any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | any other communication that is an offer in the offering made by the undersigned registrant to the 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/ Alan R. Hodnik |
Alan R. Hodnik Chairman, President and Chief Executive Officer |
Signature | Title | Date |
/s/ Alan R. Hodnik | Chairman, President and Chief Executive Officer (Principal Executive Officer) | August 2, 2013 |
Alan R. Hodnik | ||
/s/ Mark A. Schober | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | August 2, 2013 |
Mark A. Schober | ||
/s/ Steven Q. DeVinck | Controller and Vice President - Business Support (Principal Accounting Officer) | August 2, 2013 |
Steven Q. DeVinck |
Signature | Title | Date |
/s/ Kathryn W. Dindo | Director | August 2, 2013 |
Kathryn W. Dindo | ||
/s/ Heidi J. Eddins | Director | August 2, 2013 |
Heidi J. Eddins | ||
/s/ Sidney W. Emery, Jr. | Director | August 2, 2013 |
Sidney W. Emery, Jr. | ||
/s/ George G. Goldfarb | Director | August 2, 2013 |
George G. Goldfarb | ||
/s/ James S. Haines, Jr. | Director | August 2, 2013 |
James S. Haines, Jr. | ||
/s/ Alan R. Hodnik | Director | August 2, 2013 |
Alan R. Hodnik | ||
/s/ James J. Hoolihan | Director | August 2, 2013 |
James J. Hoolihan | ||
/s/ Madeleine W. Ludlow | Director | August 2, 2013 |
Madeleine W. Ludlow | ||
/s/ Douglas C. Neve | Director | August 2, 2013 |
Douglas C. Neve | ||
/s/ Leonard C. Rodman | Director | August 2, 2013 |
Leonard C. Rodman | ||
/s/ Bruce W. Stender | Director | August 2, 2013 |
Bruce W. Stender |
1(c)2 | – | Form of Amendment No. 1 to Third Amended and Restated Distribution Agreement between ALLETE, Inc. and KCCI, Ltd. |
4(c)3 | – | Form of Supplemental Indenture relating to the first mortgage bonds. |
5(a) | – | Opinion and Consent, dated August 2, 2013, of Deborah A. Amberg, Esq., Senior Vice President, General Counsel and Secretary of ALLETE. |
5(b) | – | Opinion and Consent, dated August 2, 2013, of Morgan, Lewis & Bockius 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 Morgan, Lewis & Bockius 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 Mellon with respect to the Mortgage. |
25(b) | – | Statement of Eligibility on Form T-2 of Philip L. Watson with respect to the Mortgage. |
By | |
Name: | Mark A. Schober |
Title: | Sr. Vice President and CFO |
By | |
Name: | Mark Nauman |
Title: | President |
Designation | Dated as of |
First Supplemental Indenture | March 1, 1949 |
Second Supplemental Indenture | July 1, 1951 |
Third Supplemental Indenture | March 1, 1957 |
Fourth Supplemental Indenture | January 1, 1968 |
Fifth Supplemental Indenture | April 1, 1971 |
Sixth Supplemental Indenture | August 1, 1975 |
Seventh Supplemental Indenture | September 1, 1976 |
Eighth Supplemental Indenture | September 1, 1977 |
Ninth Supplemental Indenture | April 1, 1978 |
Tenth Supplemental Indenture | August 1, 1978 |
Eleventh Supplemental Indenture | December 1, 1982 |
Twelfth Supplemental Indenture | April 1, 1987 |
Thirteenth Supplemental Indenture | March 1, 1992 |
Fourteenth Supplemental Indenture | June 1, 1992 |
Fifteenth Supplemental Indenture | July 1, 1992 |
Sixteenth Supplemental Indenture | July 1, 1992 |
Seventeenth Supplemental Indenture | February 1, 1993 |
Eighteenth Supplemental Indenture | July 1, 1993 |
Nineteenth Supplemental Indenture | February 1, 1997 |
Twentieth Supplemental Indenture | November 1, 1997 |
Twenty‑first Supplemental Indenture | October 1, 2000 |
Twenty-second Supplemental Indenture | July 1, 2003 |
Twenty-third Supplemental Indenture | August 1, 2004 |
Twenty-fourth Supplemental Indenture | March 1, 2005 |
Twenty-fifth Supplemental Indenture | December 1, 2005 |
Twenty-sixth Supplemental Indenture | October 1, 2006 |
Twenty-seventh Supplemental Indenture | February 1, 2008 |
Designation | Dated as of |
Twenty-eighth Supplemental Indenture | May 1, 2008 |
Twenty-ninth Supplemental Indenture | November 1, 2008 |
Thirtieth Supplemental Indenture | January 1, 2009 |
Thirty-first Supplemental Indenture | February 1, 2010 |
Thirty-second Supplemental Indenture | August 1, 2010 |
Thirty-third Supplemental Indenture | July 1, 2012 |
Thirty-fourth Supplemental Indenture | April 1, 2013 |
* |
Series | Principal Amount Issued | Principal Amount Outstanding | |
3-1/8% Series due 1975 | $26,000,000 | None | |
3-1/8% Series due 1979 | 4,000,000 | None | |
3-5/8% Series due 1981 | 10,000,000 | None | |
4-3/4% Series due 1987 | 12,000,000 | None | |
6-1/2% Series due 1998 | 18,000,000 | None | |
8-1/8% Series due 2001 | 23,000,000 | None | |
10-1/2% Series due 2005 | 35,000,000 | None | |
8.70% Series due 2006 | 35,000,000 | None | |
8.35% Series due 2007 | 50,000,000 | None | |
9-1/4% Series due 2008 | 50,000,000 | None | |
Pollution Control Series A | 111,000,000 | None | |
Industrial Development Series A | 2,500,000 | None | |
Industrial Development Series B | 1,800,000 | None | |
Industrial Development Series C | 1,150,000 | None | |
Pollution Control Series B | 13,500,000 | None | |
Pollution Control Series C | 2,000,000 | None | |
Pollution Control Series D | 3,600,000 | None | |
7-3/4% Series due 1994 | 55,000,000 | None | |
7-3/8% Series due March 1, 1997 | 60,000,000 | None | |
7-3/4% Series due June 1, 2007 | 55,000,000 | None | |
7-1/2% Series due August 1, 2007 | 35,000,000 | None | |
Pollution Control Series E | 111,000,000 | None | |
7% Series due March 1, 2008 | 50,000,000 | None | |
6-1/4% Series due July 1, 2003 | 25,000,000 | None | |
7% Series due February 15, 2007 | 60,000,000 | None | |
6.68% Series due November 15, 2007 | 20,000,000 | None | |
Floating Rate Series due October 20, 2003 | 250,000,000 | None |
Series | Principal Amount Issued | Principal Amount Outstanding | |
Collateral Series A | 255,000,000 | None | |
Pollution Control Series F | 111,000,000 | 111,000,000 | |
5.28% Series due August 1, 2020 | 35,000,000 | 35,000,000 | |
5.69% Series due March 1, 2036 | 50,000,000 | 50,000,000 | |
5.99% Series due February 1, 2027 | 60,000,000 | 60,000,000 | |
4.86% Series due April 1, 2013 | 60,000,000 | None | |
6.02% Series due May 1, 2023 | 75,000,000 | 75,000,000 | |
6.94% Series due January 15, 2014 | 18,000,000 | 18,000,000 | |
7.70% Series due January 15, 2016 | 20,000,000 | 20,000,000 | |
8.17% Series due January 15, 2019 | 42,000,000 | 42,000,000 | |
4.85% Series due April 15, 2021 | 15,000,000 | 15,000,000 | |
5.10% Series due April 15, 2025 | 30,000,000 | 30,000,000 | |
6.00% Series due April 15, 2040 | 35,000,000 | 35,000,000 | |
4.90% Series due October 15, 2025 | 30,000,000 | 30,000,000 | |
5.82% Series due April 15, 2040 | 45,000,000 | 45,000,000 | |
3.20% Series due July 15, 2026 | 75,000,000 | 75,000,000 | |
4.08% Series due July 15, 2042 | 85,000,000 | 85,000,000 | |
1.83% Series due April 15, 2018 | 50,000,000 | 50,000,000 | |
3.30% Series due October 15, 2028 | 40,000,000 | 40,000,000 | |
4.21% Series due October 15, 2043 | 60,000,000 | 60,000,000 | |
* |
L.S. |
(a) | shares of the Company's Common Stock, without par value (“Common Stock”), and |
(b) | one or more proposed new series of the Company's first mortgage bonds (“Bonds”) to be issued under the Company's Mortgage and Deed of Trust, dated as of September 1, 1945, with Irving Trust Company (now The Bank of New York Mellon) and Richard H. West (Philip L. Watson, successor), as mortgage trustees (as amended and supplemented, the “Mortgage”) and |
2. | 4,209,892 shares of Common Stock (“Distribution Agreement Shares”) available for sale pursuant to the Company's Third Amended and Restated Distribution Agreement, dated August 3, 2012 (as amended, the “Agreement”), between the Company and KCCI, Ltd. |
1. | The unspecified amount of shares of Common Stock will be validly issued, fully paid and non‑assessable when: |
a. | the Company's Board of Directors, or a duly authorized committee thereof, shall have adopted appropriate resolutions approving and authorizing the issuance and sale of the Common Stock and authorizing any other action necessary to the consummation of the proposed issuance and sale of the Common Stock; and |
b. | the Common Stock shall have been issued and sold for the consideration contemplated by such resolutions and in compliance with authority contained in an order or orders of the Minnesota Public Utilities Commission (“MPUC”), and as otherwise contemplated by the Registration Statement. |
2. | The Bonds will be valid, legal and binding obligations of the Company, except as limited or affected by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting mortgagees' and other creditors' rights and remedies generally and general principles of equity, when: |
a. | the Company's Board of Directors, or a duly authorized committee thereof, shall have adopted appropriate resolutions approving and authorizing the issuance and sale of the Bonds and any other action necessary to the consummation of the proposed issuance and sale of the Bonds; |
b. | the terms and provisions of the Offered Bonds are approved and established in accordance with the Mortgage and within the authority granted by the then current resolutions of the Board of Directors, or a duly authorized committee thereof; and |
c. | the Offered Bonds shall have been issued and sold in accordance with their respective terms and provisions and in compliance with authority contained in an order or orders of the MPUC, and as otherwise contemplated by the Registration Statement. |
3. | The Distribution Agreement Shares will be validly issued, fully paid and non‑assessable when the Common Stock shall have been issued and sold for the consideration contemplated by the resolutions of the Company's Board of Directors authorizing the issuance and sale of the Distribution Agreement Shares and the terms of the Agreement and in compliance with authority contained in an order or orders of the MPUC, and as otherwise contemplated by the Registration Statement. |
/s/ Deborah A. Amberg |
Deborah A. Amberg |
Morgan, Lewis & Bockius LLP | Morgan Lewis |
101 Park Avenue | |
New York, NY 10178-0060 | C O U N S E L O R S A T L A W |
Tel: 212.309.6000 | |
Fax: 212.309.6001 | |
www.morganlewis.com |
(a) | shares of the Company's Common Stock, without par value (“Common Stock”), and |
(b) | one or more proposed new series of the Company's first mortgage bonds (“Bonds”) to be issued under the Company's Mortgage and Deed of Trust, dated as of September 1, 1945, with Irving Trust Company (now The Bank of New York Mellon) and Richard H. West (Philip L. Watson, successor), as mortgage trustees (as amended and supplemented, the “Mortgage”) and |
2. | 4,209,892 shares of Common Stock (“Distribution Agreement Shares”) available for sale pursuant to the Company's Third Amended and Restated Distribution Agreement, dated August 3, 2012 (as amended, the “Agreement”), between the Company and KCCI, Ltd. |
1. | The unspecified amount of shares of Common Stock will be validly issued, fully paid and non‑assessable when: |
a. | the Company's Board of Directors, or a duly authorized committee thereof, shall have adopted appropriate resolutions approving and authorizing the issuance and sale of the Common Stock and authorizing any other action necessary to the consummation of the proposed issuance and sale of the Common Stock; and |
b. | the Common Stock shall have been issued and sold for the consideration contemplated by such resolutions and in compliance with authority contained in an order or orders of the Minnesota Public Utilities Commission (“MPUC”), and as otherwise contemplated by the Registration Statement. |
2. | The Bonds will be valid, legal and binding obligations of the Company, except as limited or affected by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting mortgagees' and other creditors' rights and remedies generally and general principles of equity, when: |
a. | the Company's Board of Directors, or a duly authorized committee thereof, shall have adopted appropriate resolutions approving and authorizing the issuance and sale of the Bonds and any other action necessary to the consummation of the proposed issuance and sale of the Bonds; |
b. | the terms and provisions of the Offered Bonds are approved and established in accordance with the Mortgage and within the authority granted by the then current resolutions of the Board of Directors, or a duly authorized committee thereof; and |
c. | the Offered Bonds shall have been issued and sold in accordance with their respective terms and provisions and in compliance with authority contained in an order or orders of the MPUC, and as otherwise contemplated by the Registration Statement. |
3. | The Distribution Agreement Shares will be validly issued, fully paid and non‑assessable when the Common Stock shall have been issued and sold for the consideration contemplated by the resolutions of the Company's Board of Directors authorizing the issuance and sale of the Distribution Agreement Shares and the terms of the Agreement and in compliance with authority contained in an order or orders of the MPUC, and as otherwise contemplated by the Registration Statement. |
/s/ MORGAN, LEWIS & BOCKIUS LLP |
MORGAN, LEWIS & BOCKIUS LLP |
For the Six Months Ended June 30, | For the Years Ended December 31, | ||||||||||||||||||||
2013 | 2012 | 2011 | 2010 | 2009 | 2008 | ||||||||||||||||
Millions | |||||||||||||||||||||
Earnings are defined: | |||||||||||||||||||||
Pretax Income Before Non-Controlling Interest | $58.1 | $135.0 | $129.2 | $119.1 | $91.5 | $126.4 | |||||||||||||||
Add: Fixed Charges | 27.7 | 51.2 | 47.6 | 43.4 | 38.3 | 30.3 | |||||||||||||||
Less: Undistributed Income from Less than | |||||||||||||||||||||
50 percent Owned Equity Investment | 2.3 | 3.8 | 3.8 | 3.4 | 3.7 | 3.8 | |||||||||||||||
Earnings as defined: | $83.5 | $182.4 | $173.0 | $159.1 | $126.1 | $152.9 | |||||||||||||||
Fixed Charges: | |||||||||||||||||||||
Interest on Long-Term Debt | $25.2 | $47.0 | $43.1 | $39.7 | $34.2 | $27.4 | |||||||||||||||
Other Interest Charges | 0.7 | 0.4 | 1.6 | 1.0 | 1.6 | 0.4 | |||||||||||||||
Interest Component of All Rentals (a) | 1.8 | 3.8 | 2.9 | 2.7 | 2.5 | 2.5 | |||||||||||||||
Total Fixed Charges | $27.7 | $51.2 | $47.6 | $43.4 | $38.3 | $30.3 | |||||||||||||||
Ratio of Earnings to Fixed Charges | 3.01 | 3.56 | 3.63 | 3.67 | 3.29 | 5.05 |
(a) | Represents interest portion of rents estimated at 33 1/3 percent. |
/s/ PricewaterhouseCoopers LLP |
New York | 13-5160382 | |
(Jurisdiction of incorporation or organization if not a U.S. national bank) | (I.R.S. Employer Identification No.) | |
One Wall Street New York, New York | 10286 | |
(Address of principal executive offices) | (Zip code) |
Minnesota | 41-0418150 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
30 West Superior Street Duluth, Minnesota | 55802-2093 | |
(Address of principal executive offices) | (Zip code) |
State of New York | and Albany, N.Y. 12223 |
Federal Reserve Bank of New York | 33 Liberty Plaza, New York, N.Y. 10045 |
Federal Deposit Insurance Corporation | 550 17th Street, N.W., Washington, D.C. 20429 |
New York Clearing House Association | New York, N.Y. 10005 |
1. | - A copy of the Organization Certificate of The Bank of New York Mellon (formerly The Bank of New York (formerly Irving Trust Company)) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed as Exhibit 25.1 to Current Report on Form 8-K of Nevada Power Company, Date of Report (Date of Earliest Event Reported) July 25, 2008 (File No. 000-52378).) |
4. | - A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 with Registration Statement No. 333-155238.) |
6. | - The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152856.) |
7. | - A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. |
ASSETS | Dollar Amounts In Thousands | |
Cash and balances due from depository institutions: | ||
Noninterest‑bearing balances and currency and coin | $3,356,000 | |
Interest‑bearing balances | 124,155,000 | |
Securities: | ||
Held-to-maturity securities | 8,205,000 | |
Available-for-sale securities | 88,405,000 | |
Federal funds sold and securities purchased under agreements to resell | ||
Federal funds sold in domestic offices | 17,000 | |
Securities purchased under agreements to resell | 1,290,000 | |
Loans and lease financing receivables: | ||
Loans and leases held for sale | — | |
Loans and leases, net of unearned income | 27,994,000 | |
LESS: Allowance for loan and lease losses | 243,000 | |
Loans and leases, net of unearned income and allowance | 27,751,000 | |
Trading Assets | 4,936,000 | |
Premises and fixed assets (including capitalized leases) | 1,198,000 | |
Other real estate owned | 4,000 | |
Investments in unconsolidated subsidiaries and associated companies | 1,049,000 | |
Not applicable | ||
Intangible assets: | ||
Goodwill | 6,443,000 | |
Other intangible assets | 1,454,000 | |
Other assets | 14,180,000 | |
Total assets | $282,443,000 |
LIABILITIES | ||
Deposits: | ||
In domestic offices | $129,296,000 | |
Noninterest‑bearing | 85,272,000 | |
Interest‑bearing | 44,024,000 | |
In foreign offices, Edge and Agreement subsidiaries, and IBFs | 110,151,000 | |
Noninterest‑bearing | 8,212,000 | |
Interest‑bearing | 101,939,000 | |
Federal funds purchased and securities sold under agreements to repurchase | ||
Federal funds purchased in domestic offices | 2,224,000 | |
Securities sold under agreements to repurchase | 1,030,000 | |
Trading liabilities | 6,967,000 | |
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases). | 2,740,000 | |
Not applicable | ||
Not applicable | ||
Subordinated notes and debentures | 1,065,000 | |
Other liabilities | 8,917,000 | |
Total liabilities | $262,390,000 | |
Not applicable | ||
EQUITY CAPITAL | ||
Perpetual preferred stock and related surplus | — | |
Common stock | 1,135,000 | |
Surplus (exclude all surplus related to preferred stock) | 9,725,000 | |
Retained earnings | 9,273,000 | |
Accumulated other comprehensive income | (430,000 | ) |
Other equity capital components | — | |
Total bank equity capital | 19,703,000 | |
Noncontrolling (minority) interests in consolidated subsidiaries | 350,000 | |
Total equity capital | 20,053,000 | |
Total liabilities, minority interest, and equity capital | $282,443,000 |
Gerald L. Hassell Catherine A. Rein John P. Surma | Directors |
Minnesota | 41-0418150 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
30 West Superior Street Duluth, Minnesota | 55802-2093 | |
(Address of principal executive offices) | (Zip code) |
(a) | A brief statement of the fact relied upon by the trustee as a basis for the claim that no conflicting interest within the meaning of Section 310(b)(1) of the Act arises as a result of the trusteeship under such other indenture, including a statement as to how the indenture securities will rank as compared with the securities issued under such other indenture. |
/s/ Philip L. Watson | |
Name: | Philip L. Watson |
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