2004/2005
File No. 69-78
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM U-3A-2
STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION UNDER
RULE U-3A-2 FROM THE PROVISIONS OF THE PUBLIC UTILITY
HOLDING COMPANY ACT OF 1935
TO BE FILED ANNUALLY PRIOR TO MARCH 1
ALLETE, INC.
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(NAME OF COMPANY)
hereby files with the Securities and Exchange Commission pursuant to Rule 2, its
statement claiming exemption as a holding company from the provisions of the
Public Utility Holding Company Act of 1935, and submits the following
information:
1. Name, State of organization, location and nature of business of claimant
and every subsidiary thereof, other than any exempt wholesale generator
(EWG) or foreign utility company in which claimant directly or indirectly
holds an interest.
STATE / PROVINCE
NAME OF ORGANIZATION LOCATION NATURE OF BUSINESS
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ALLETE, Inc. Minnesota Duluth, MN Energy and Real Estate
Superior Water, Light and Power Wisconsin Superior, WI Electric, Gas and Water
Company Utility
Energy Land, Incorporated Wisconsin Duluth, MN Inactive
MP Investments, Inc. Delaware Duluth, MN Investments
RendField Land Company, Inc. Minnesota Duluth, MN Land Holding
Lakeview Financial Corporation I Minnesota Duluth, MN Financial Services
Lakeview Financial Corporation II Minnesota Duluth, MN Inactive
Logistics Coal, LLC Minnesota Duluth, MN Inactive
ALLETE Capital I Delaware Duluth, MN Dissolved in 2005
ALLETE Capital II Delaware Duluth, MN Trust (Inactive)
ALLETE Capital III Delaware Duluth, MN Trust (Inactive)
Minnesota Power Enterprises, Inc. Minnesota Duluth, MN Product and Marketing
Coordination
BNI Coal, Ltd. North Dakota Bismarck, ND Coal Mining
MP Affiliate Resources, Inc. Minnesota Duluth, MN Administrative Operations
Enventis Telecom, Inc. Minnesota Plymouth, MN Telecommunications
Rainy River Energy Corporation Minnesota Duluth, MN Generation/Power Marketing
Rainy River Energy Corporation - Wisconsin Wisconsin Superior, WI Generation/Power Marketing
Synertec, Incorporated , Minnesota Duluth, MN Contract Services
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STATE / PROVINCE
NAME OF ORGANIZATION LOCATION NATURE OF BUSINESS
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NaturNorth Technologies, LLC Delaware Duluth, MN Product Development
Upper Minnesota Properties, Inc. Minnesota Duluth, MN Affordable Housing Projects and
Economic Development
Upper Minnesota Properties -
Meadowlands, Inc. , Minnesota Duluth, MN Affordable Housing Project
Upper Minnesota Properties - Irving, Inc. Minnesota Duluth, MN Affordable Housing Project
Upper Minnesota Properties -
Development, Inc. Minnesota Duluth, MN Economic Development
ALLETE Water Services, Inc. Minnesota Duluth, MN Administrative Operations
Heater Utilities, Inc. South Carolina Cary, NC Sold in 2004
LaGrange Waterworks Corporation North Carolina Fayetteville, NC Sold in 2004
Brookwood Water Corporation North Carolina Fayetteville, NC Sold in 2004
Florida Water Services Corporation Florida Orlando, FL Water and Wastewater Treatment
Utility
Georgia Water Services Corporation Georgia Atlanta, GA Sold in 2005
Tennessee Water Services, Inc. Tennessee Nashville, TN Dissolved in 2004
Auto Replacement Property, LLC Indiana Indianapolis, IN Real Estate
Energy Replacement Property, LLC Minnesota Duluth, MN Real Estate
ALLETE Properties, Inc. , Minnesota Lehigh Acres, FL Real Estate
Cape Coral Holdings, Inc. Florida Cape Coral, FL Real Estate
Cape Properties, Inc. Florida Cape Coral, FL Real Estate
Palm Coast Forest, LLC Florida Palm Coast, FL Real Estate
Palm Coast Land, LLC Florida Palm Coast, FL Subdivider, Developer
Tomoka Holdings, LLC Florida Ormand Beach, FL Subdivider, Developer
Winter Haven Citi Centre, LLC Florida Winter Haven, FL Retail Shopping Center
ALLETE Commercial, LLC Florida Cape Coral, FL Real Estate
Lehigh Acquisition Corporation , Delaware Lehigh Acres, FL Holding Company
Interlachen Lakes Estates, Inc. Florida Interlachen, FL Real Estate
Sundowner Properties, Inc. Pennsylvania Williston, FL Real Estate
SRC of Florida, Inc. Florida Lehigh Acres, FL Real Estate
Florida Landmark Communities, Inc. Florida Lehigh Acres, FL Subdivider, Developer
Lehigh Corporation Florida Lehigh Acres, FL Real Estate
Lehigh Land & Investment, Inc. Florida Lehigh Acres, FL Real Estate
Cliffside Properties, Inc. California Lehigh Acres, FL Real Estate
Palm Coast Holdings, Inc. Florida Palm Coast, FL Real Estate
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STATE / PROVINCE
NAME OF ORGANIZATION LOCATION NATURE OF BUSINESS
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Enterprise Lehigh, Inc. Florida Lehigh Acres, FL Real Estate
ALLETE Automotive Services, LLC , Minnesota Duluth, MN Administrative Operations
ADESA, Inc. , Indiana Indianapolis, IN Spun off 09/20/04
AutoVIN, Inc. , Indiana Roswell, GA Spun off 09/20/04
ADESA Arkansas, LLC , Delaware N. Little Rock, AR Spun off 09/20/04
A.D.E. of Ark-La-Tex, Inc. , Louisiana Shreveport, LA Spun off 09/20/04
ADESA Ark-La-Tex, LLC , Louisiana Shreveport, LA Spun off 09/20/04
ADESA Birmingham, LLC , Alabama Moody, AL Spun off 09/20/04
ADESA California, LLC , California Sacramento, CA Spun off 09/20/04
ADESA Charlotte, LLC , North Carolina Charlotte, NC Spun off 09/20/04
ADESA Colorado, LLC , Colorado Fountain, CO Spun off 09/20/04
ADESA Des Moines, LLC , Iowa Grimes, IA Spun off 09/20/04
ADESA Importation Services, Inc. , Michigan Holly, MI Spun off 09/20/04
ADESA Lansing, LLC , Michigan Dimondale, MI Spun off 09/20/04
ADESA Lexington, LLC , Kentucky Lexington, KY Spun off 09/20/04
ADESA Mexico, LLC , Indiana Indianapolis, IN Spun off 09/20/04
ADESA Missouri, LLC , , Missouri Barnhart, MO Spun off 09/20/04
ADESA New York, LLC , New York Akron, NY Spun off 09/20/04
ADESA Ohio, LLC , Ohio Franklin, OH Spun off 09/20/04
ADESA Oklahoma, LLC , Oklahoma Tulsa, OK Spun off 09/20/04
ADESA Pennsylvania, Inc. , Pennsylvania Mercer, PA Spun off 09/20/04
ADESA San Diego, LLC , , California Los Angeles, CA Spun off 09/20/04
ADESA Southern Indiana, LLC , Indiana Edinburgh, IN Spun off 09/20/04
ADESA Texas, Inc. , Texas Houston, TX Spun off 09/20/04
ADESA Washington, LLC , Washington Auburn, WA Spun off 09/20/04
ADESA Wisconsin, LLC , Wisconsin Portage, WI Spun off 09/20/04
Auto Dealers Exchange of Massachusetts Framingham, MA Spun off 09/20/04
Concord, LLC ,
Auto Dealers Exchange of Tennessee Memphis, TN Spun off 09/20/04
Memphis, LLC ,
A.D.E. of Knoxville, LLC , Tennessee Lenoir City, TN Spun off 09/20/04
Auto Banc Corporation , New Jersey Manville, NJ Spun off 09/20/04
ADESA New Jersey, Inc. , New Jersey Manville, NJ Spun off 09/20/04
ADESA Atlanta, LLC , New Jersey Newnan, GA Spun off 09/20/04
ADESA Phoenix, LLC , New Jersey Chandler, AZ Spun off 09/20/04
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STATE / PROVINCE
NAME OF ORGANIZATION LOCATION NATURE OF BUSINESS
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ADESA Florida, LLC , Florida Jacksonville, FL Spun off 09/20/04
ADESA - South Florida, LLC , Indiana Opa-Locka, FL Spun off 09/20/04
ADESA Indianapolis, LLC , Indiana Plainfield, IN Spun off 09/20/04
ADESA Transportation, Inc. , Indiana Indianapolis, IN Spun off 09/20/04
Asset Holdings III, L.P. , Ohio Columbus, OH Spun off 09/20/04
ComSearch, Inc. , Rhode Island Warren, RI Spun off 09/20/04
Automotive Recovery Services, Inc. , Indiana Indianapolis, IN Spun off 09/20/04
ADESA Properties, Inc. , Delaware Dimondale, MI Spun off 09/20/04
Automotive Finance Corporation , Indiana Indianapolis, IN Spun off 09/20/04
AFC AIM Corporation , Indiana Indianapolis, IN Spun off 09/20/04
AFC Funding Corporation , Indiana Indianapolis, IN Spun off 09/20/04
EndTrust Lease End Services, LLC , Texas Hurst, TX Spun off 09/20/04
IRT Receivables Corp. , Indiana Indianapolis, IN Spun off 09/20/04
Micro 21, Inc. , Indiana Indianapolis, IN Spun off 09/20/04
Automotive Finance Canada Inc. , Ontario Ottawa, ON Spun off 09/20/04
ADESA Properties Canada Inc. , Delaware Dimondale, MI Spun off 09/20/04
PAR, Inc. , Indiana Carmel, IN Spun off 09/20/04
3048540 Nova Scotia Company , Nova Scotia Halifax, NS Spun off 09/20/04
3048538 Nova Scotia Company , Nova Scotia Halifax, NS Spun off 09/20/04
ADESA Automotive Services LP , Ontario Mississauga, ON Spun off 09/20/04
ADESA Canada Corporation , Nova Scotia Halifax, NS Spun off 09/20/04
ADESA Finance Canada Inc. , Nova Scotia Halifax, NS Spun off 09/20/04
ADESA Canada Inc. , Quebec Montreal, QC Spun off 09/20/04
ADESA Auctions Canada Corporation , Nova Scotia Halifax, NS Spun off 09/20/04
ADESA Remarketing Services Inc. , Ontario Mississauga, ON Spun off 09/20/04
Impact Auto Auctions Ltd. , Ontario Mississauga, ON Spun off 09/20/04
Suburban Auto Parts Inc. , Ontario Stouffville, ON Spun off 09/20/04
Impact Auto Auction Sudbury Ltd. , Ontario Sudbury, ON Spun off 09/20/04
ADESA Montreal Corporation , Nova Scotia Halifax, NS Spun off 09/20/04
CAAG Transport Ltd. , British Columbia Vancouver, BC Spun off 09/20/04
504811 NB Ltd. , New Brunswick Moncton, NB Spun off 09/20/04
79378 Manitoba Inc. , Manitoba Winnipeg, MB Spun off 09/20/04
Adesur S. de R.L. de C.V. , Federal District Mexico City, Mexico Spun off 09/20/04
Auction Vehicles of Mexico, Federal District Mexico City, Mexico Spun off 09/20/04
S. de R.L. de C.V. ,
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FOOTNOTES
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ALLETE, Inc. withdrew from Split Rock Energy LLC in March 2004.
Subsidiary of ALLETE, Inc.
Subsidiary of Lakeview Financial Corporation II.
Subsidiary of Minnesota Power Enterprises, Inc.
Synertec, Incorporated has a 33.33 percent equity ownership in NaturNorth Technologies, LLC.
Subsidiary of Upper Minnesota Properties, Inc.
Upper Minnesota Properties-Meadowlands, Inc. is a 99.5 percent partner in Meadowlands Affordable Housing Limited Partnership.
Subsidiary of ALLETE Water Services, Inc.
Subsidiary of Heater Utilities, Inc.
Subsidiary of Florida Water Services Corporation.
ALLETE Properties, Inc. owns 80 percent of Lehigh Acquisition Corporation.
Subsidiary of ALLETE Properties, Inc.
Subsidiary of Lehigh Acquisition Corporation.
Subsidiary of Florida Landmark Communities, Inc.
On May 24, 2004 ALLETE Automotive Services, Inc. was merged into a new subsidiary, ALLETE Automotive Services, LLC.
On September 20, 2004 ALLETE, Inc. completed the spin-off of ADESA, Inc. and all of its subsidiaries.
On January 23, 2004 ADESA, Inc. was incorporated as a subsidiary of ALLETE Automotive Services, Inc. On May 24, 2004 ADESA,
Inc. and ADESA Corporation were merged with ADESA, Inc., the survivor. On June 21, 2004 ADESA, Inc. sold 6.6 percent of its
common stock in an initial public offering and ALLETE Automotive Services, LLC owned the remaining 93.4 percent of ADESA, Inc.
At September 20, 2004 was a directly or indirectly owned subsidiary of ADESA, Inc.
On March 30, 2004 ADESA, Inc. incorporated Auto Dealers Exchange of Missouri, LLC. On April 30, 2004 ADESA Missouri, Inc. and
Auto Dealers Exchange of Missouri, LLC were merged and the surviving entity was renamed ADESA Missouri, LLC.
On August 23, 2004 ADESA San Diego, LLC was transferred to ADESA, Inc.
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2. A brief description of the properties of claimant and each of its
subsidiary public utility companies used for the generation, transmission,
and distribution of electric energy for sale, or for the production,
transmission, and distribution of natural or manufactured gas, indicating
the location of principal generating plants, transmission lines, producing
fields, gas manufacturing plants, and electric and gas distribution
facilities, including all such properties which are outside the State in
which claimant and its subsidiaries are organized and all transmission or
pipelines which deliver or receive electric energy or gas at the borders of
such State.
CLAIMANT - ALLETE, Inc.
Reference is made to the Annual Report on Form 10-K (File No. 1-3548),
filed by the claimant with the Securities and Exchange Commission on or
about February 11, 2005, for the fiscal year ended December 31, 2004,
particularly pages 5 through 12, which is hereby incorporated by
reference in this statement.
SUBSIDIARY - Superior Water, Light and Power Company
Same reference as under claimant.
3. The following information for the last calendar year with respect to
claimant and each of its subsidiary public utility companies:
(a) Number of kWh of electric energy sold (at retail or wholesale), and
Mcf. of natural or manufactured gas distributed at retail.
ELECTRICITY GAS
ALLETE, Inc. 12,555,845,137 None
Superior Water, Light and Power Company 581,303,916 2,083,651
(b) Number of kWh of electric energy and Mcf. of natural or manufactured
gas distributed at retail outside the State in which each such company
is organized.
None
(c) Number of kWh of electric energy and Mcf. of natural or manufactured
gas sold at wholesale outside the State in which each such company is
organized, or at the State line.
ELECTRICITY GAS
ALLETE, Inc. 1,380,484,000 None
Superior Water, Light and Power Company None None
(d) Number of kWh of electric energy and Mcf. of natural or manufactured
gas purchased outside the State in which each company is organized or
at the State line.
ELECTRICITY GAS
ALLETE, Inc. 3,966,965,618 None
Superior Water, Light and Power Company 597,834,206 2,085,448
4. The following information for the reporting period with respect to claimant
and each interest it holds directly or indirectly in an EWG or a foreign
utility company, stating monetary amounts in United States dollars:
None
(a) Name, location, business address and description of the facilities used
by the EWG or foreign utility company for the generation, transmission
and distribution of electric energy for sale or for the distribution at
retail of natural or manufactured gas.
(b) Name of each system company that holds an interest in such EWG or
foreign utility company; and description of the interest held.
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(c) Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee of
the security of the EWG or foreign utility company by the holding
company claiming exemption; and any debt or other financial obligation
for which there is recourse, directly or indirectly, to the holding
company claiming exemption or another system company, other than the
EWG or foreign utility company.
(d) Capitalization and earnings of the EWG or foreign utility company
during the reporting period.
(e) Identify any service, sales or construction contract(s) between the EWG
or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreement(s).
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EXHIBITS
[This EXHIBIT A contains confidential information which has been omitted, but
filed separately with the Securities and Exchange Commission.]
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The above-named claimant has caused this statement to be duly executed
on its behalf by its authorized officer on this 11th day of February 2005.
ALLETE, Inc.
CORPORATE SEAL ----------------------------------------------
(Name of Claimant)
By James K. Vizanko
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Senior Vice President and
Chief Financial Officer
Attest:
Mark A. Schober
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Senior Vice President and Controller
Name, title and address of officer to whom notices and correspondence concerning
this statement should be addressed:
James K. Vizanko Senior Vice President and Chief Financial Officer
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(Name) (Title)
ALLETE, Inc.
30 West Superior Street
Duluth, Minnesota 55802-2093
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(Address)
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