SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ALLETE, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-0418150
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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)
Securities to be registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE SO REGISTERED: EACH CLASS IS TO BE REGISTERED:
Preferred Share Purchase Rights New York Stock Exchange
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. /X/
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. / /
Securities Act registration statement file number to which this form relates:
Securities to be registered pursuant to Section 12(g) of the Act: None.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Reference is hereby made to the Registration Statement on Form 8-A dated August
6, 1996 and filed with the Securities and Exchange Commission on the same date
(Original Form 8-A) by ALLETE, Inc., a Minnesota corporation (Company), relating
to the rights distributed to the shareholders of the Company (Rights) in
connection with the Rights Agreement, dated as of July 24, 1996 (Rights
Agreement), by and between the Company and the Corporate Secretary of the
Company, as Rights Agent (Rights Agent). The Original Form 8-A is incorporated
by reference.
On July 12, 2006, the Company and the Corporate Secretary of the Company entered
into an Amended and Restated Rights Agreement (Amended Agreement). Terms not
otherwise defined herein have the meaning ascribed to them in the Amended
Agreement. Among other things, the Amended Agreement extends the Final
Expiration Date of the Rights Agreement to July 11, 2009, unless the Rights are
earlier redeemed or exchanged by the Company under certain conditions as
provided in the Amended Agreement. Further, the Amended Agreement provides that
the Company may not consolidate, merge, or sell a majority of its assets or
earning power if doing so would be counter to the intended benefits of the
Rights or would result in the distribution of Rights to the shareholders of the
other parties to the transaction. Finally, the Amended Agreement provides for
the creation of a committee of independent directors to annually review the
terms and conditions of the Amended Agreement, as well as to consider whether
termination or modification of the Amended Agreement would be in the best
interests of the shareholders and to make a recommendation based on such review
to the Board of Directors.
The foregoing description of the Amended Agreement is a general description
only, does not purport to be complete, and is qualified in its entirety by
reference to the Amended Agreement. A copy of the Amended Agreement is filed
herewith as Exhibit 4 and is incorporated herein by reference.
ITEM 2. EXHIBITS
The following exhibit is hereby filed as part of this amended Form 8-A:
EXHIBIT NUMBER DESCRIPTION
--------------------------------------------------------------------------------
2 Amended and Restated Rights Agreement, dated as of
July 12, 2006, between ALLETE, Inc. and the Corporate
Secretary of ALLETE, Inc., as Rights Agent, which
includes the form of Certificate of Resolution Fixing
Terms of Junior Serial Preferred Stock A as Exhibit A,
the form of Right Certificate as Exhibit B, and the
Summary of Amended Agreement as Exhibit C (incorporated
by reference to Exhibit 4 to the Form 8-K filed with the
Securities and Exchange Commission by ALLETE, Inc. on
July 14, 2006).
ALLETE Form 8-A/A dated July 14, 2006 1
SIGNATURE
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.
July 14, 2006 Mark A. Schober
-------------------------------------------------
Mark A. Schober
Senior Vice President and Chief Financial Officer
ALLETE Form 8-A/A dated July 14, 2006 2