Attached files
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| EX-99 - FURNISHED PRESS RELEASE - ALLETE INC | exhibit_99.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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) – February 11, 2010 (February 8,
2010)
ALLETE,
Inc.
(Exact
name of registrant as specified in its charter)
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Minnesota
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1-3548
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41-0418150
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer
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incorporation
or organization)
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Identification
No.)
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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SECTION
5 – CORPORATE GOVERNANCE AND MANAGEMENT
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(b)
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On
February 8, 2010, Donald J. Shippar, Chairman and Chief Executive Officer
of ALLETE, Inc. (the Company), announced his retirement, effective April
30, 2010. Mr. Shippar will continue as Chairman of ALLETE’s Board of
Directors (Board).
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(c)
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Also
on February 8, 2010, the Company announced that its Board selected Alan R.
Hodnik, current President of ALLETE, to succeed Mr. Shippar as the
Company’s Chief Executive Officer and President, effective May 1,
2010.
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Mr.
Hodnik, 50, joined the Company in 1982 and has held positions of increasing
responsibility in organizational development and business operations. He became
Vice President – MP Generation in 2005 and was named Senior Vice President of
Minnesota Power Operations in 2006. In 2007, Mr. Hodnik served as the Chief
Operating Officer of Minnesota Power when he gained the added responsibilities
of transmission and distribution operations and engineering services for all
aspects of the Company, including Superior, Water, Light and Power Company and
BNI Coal, Ltd. He was appointed President of the Company and elected to the
Board of Directors in May 2009.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
Exhibit
Number
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99 -
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ALLETE
News Release dated February 8, 2010, announcing the retirement of CEO
Donald J. Shippar and selection of Alan R. Hodnik as CEO of ALLETE. (This exhibit has been
furnished and shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933,
except as shall be expressly set forth by specific reference in such
filing.)
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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.
1
ALLETE Form 8-K dated February 11, 2010
Safe
Harbor Statement
Under
the Private Securities Litigation Reform Act of 1995
Statements
in this report that are not statements of historical facts may be considered
“forward-looking” and, accordingly, involve risks and uncertainties that could
cause actual results to differ materially from those discussed. Although such
forward-looking statements have been made in good faith and are based on
reasonable assumptions, there is no assurance that the expected results will be
achieved. Any statements that express, or involve discussions as to, future
expectations, risks, beliefs, plans, objectives, assumptions, events,
uncertainties, financial performance or growth strategies (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,” “could,” “may,” “potential,” “target,” “outlook” or words of
similar meaning) are not statements of historical facts and may be
forward-looking.
In
connection with the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, we are hereby filing cautionary statements identifying
important factors that could cause our actual results to differ materially from
those projected, or expectations suggested, in forward-looking statements made
by or on behalf of ALLETE in this Current Report on Form 8-K, in presentations,
on our website, in response to questions or otherwise. These statements are
qualified in their entirety by reference to, and are accompanied by, the
following important factors, in addition to any assumptions and other factors
referred to specifically in connection with such forward-looking
statements:
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·
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our
ability to successfully implement our strategic
objectives;
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·
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our
ability to manage expansion and integrate acquisitions;
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·
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prevailing
governmental policies, regulatory actions, and legislation including those
of the United States Congress, state legislatures, the FERC, the MPUC, the
PSCW, the NDPSC, 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, capital investments and other expenses,
present or prospective wholesale and retail competition (including but not
limited to transmission costs), zoning and permitting of land held for
resale and environmental matters;
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·
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the
potential impacts of climate change and future regulation to restrict the
emissions of GHG on our Regulated Operations;
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·
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effects
of restructuring initiatives in the electric industry;
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·
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economic
and geographic factors, including political and economic
risks;
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·
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changes
in and compliance with laws and regulations;
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·
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weather
conditions;
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·
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natural
disasters and pandemic diseases;
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·
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war
and acts of terrorism;
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·
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wholesale
power market conditions;
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·
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population
growth rates and demographic patterns;
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·
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effects
of competition, including competition for retail and wholesale
customers;
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·
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changes
in the real estate market;
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·
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pricing
and transportation of commodities;
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·
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changes
in tax rates or policies or in rates of inflation;
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·
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project
delays or changes in project costs;
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·
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availability
and management of construction
materials and skilled construction labor for capital
projects;
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·
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changes
in operating expenses, capital and land
development expenditures;
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·
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global
and domestic economic conditions affecting us or our
customers;
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·
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our
ability to access capital markets and bank financing;
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·
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changes
in interest rates and the performance of the financial
markets;
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·
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our
ability to replace a mature workforce and retain qualified, skilled and
experienced personnel; and
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·
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the
outcome of legal and administrative proceedings (whether civil or
criminal) and settlements that affect the business and profitability of
ALLETE.
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Additional
disclosures regarding factors that could cause our results and performance to
differ from results or performance anticipated by this report are discussed in
Item 1A under the heading “Risk Factors” beginning on page 20 of our 2008
Form 10-K. Any forward-looking statement speaks only as of the date on
which such statement is made, and we undertake 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 us in this Form 8-K and in
our other reports filed with the SEC that attempt to advise interested parties
of the factors that may affect our business.
2
ALLETE Form 8-K dated February 11, 2010
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.
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ALLETE,
Inc.
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February
11, 2010
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/s/
Steven Q. DeVinck
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Steven
Q. DeVinck
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Controller
and Vice President – Business Support
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3
ALLETE Form 8-K dated February 11, 2010