2003/2004
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 OF
NAME ORGANIZATION LOCATION NATURE OF BUSINESS
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ALLETE, Inc. Minnesota Duluth, MN Energy and Automotive
Services
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 Trust
ALLETE Capital II Delaware Duluth, MN Trust (Inactive)
ALLETE Capital III Delaware Duluth, MN Trust (Inactive)
Split Rock Energy LLC Minnesota Minneapolis, MN Power Marketing
Minnesota Power Enterprises, Inc. Minnesota Duluth, MN Product and Marketing
Coordination
BNI Coal, Ltd. North Dakota Bismarck, ND Coal Mining
Itasca Railroad Company Minnesota Duluth, MN Dissolved in 2004
MP Affiliate Resources, Inc. Minnesota Duluth, MN Administrative Operations
Enventis Telecom, Inc. Minnesota Duluth, MN Telecommunications
Rainy River Energy Corporation , Minnesota Duluth, MN Generation/Power Marketing
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STATE / PROVINCE OF
NAME ORGANIZATION LOCATION NATURE OF BUSINESS
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Rainy River Energy Corporation - Wisconsin Wisconsin Superior, WI Generation/Power Marketing
Rapids Power LLC Minnesota Grand Rapids, MN Terminated in 2003
Synertec, Incorporated , Minnesota Duluth, MN Contract Services
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
Minnesota Power Services Group, Inc. Minnesota Duluth, MN Dissolved in 2004
Electric Outlet, Inc. Minnesota Duluth, MN Dissolved in 2003
ALLETE Water Services, Inc. Minnesota Duluth, MN Water and Wastewater
Heater Utilities, Inc. , South Carolina Cary, NC Water and Wastewater
Treatment Utility
LaGrange Waterworks Corporation North Carolina Fayetteville, NC Water Utility
Brookwood Water Corporation North Carolina Fayetteville, NC Water Utility
Florida Water Services Corporation Florida Orlando, FL Water and Wastewater
Treatment Utility
Vibration Correction Services, Inc. Minnesota Duluth, MN Dissolved in 2004
Americas' Water Services Corporation Florida Chicago, IL Dissolved in 2003
Georgia Water Services Corporation Georgia Atlanta, GA Wastewater Treatment
Utility
Tennessee Water Services, Inc. Tennessee Nashville, TN Inactive
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
ADESA San Diego, LLC California Los Angeles, CA 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
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STATE / PROVINCE OF
NAME ORGANIZATION LOCATION NATURE OF BUSINESS
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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
Sugarmill Woods Communities, Inc. , Florida Homosassa, FL Transferred in 2004
Enterprise Lehigh, Inc. Florida Lehigh Acres, FL Real Estate
ALLETE Automotive Services, Inc. Minnesota Duluth, MN Automotive Services
ADESA Corporation , , Indiana Indianapolis, IN Vehicle Redistribution -
Corporate Operation
AutoVIN, Inc. Indiana Roswell, GA Field Information Services
ADESA Arkansas, LLC , Delaware N. Little Rock, AR Vehicle Auction
A.D.E. of Ark-La-Tex, Inc. , Louisiana Shreveport, LA Holding Company
ADESA Ark-La-Tex, LLC Louisiana Shreveport, LA Vehicle Auction
ADESA Birmingham, LLC , Alabama Moody, AL Vehicle Auction
ADESA California, LLC , California Sacramento, CA Vehicle Auction
ADESA Charlotte, LLC , North Carolina Charlotte, NC Vehicle Auction
ADESA Colorado, LLC , Colorado Fountain, CO Vehicle Auction
ADESA Des Moines, LLC , Iowa Grimes, IA Vehicle Auction
ADESA Houston, Inc. , Texas Houston, TX Merged in 2003
ADESA Importation Services, Inc. Michigan Holly, MI Inactive
ADESA Lansing, LLC , Michigan Dimondale, MI Vehicle Auction
ADESA Lexington, LLC , Kentucky Lexington, KY Vehicle Auction
ADESA Mexico, LLC Indiana Indianapolis, IN Holding Company
ADESA Missouri, Inc. Missouri Barnhart, MO Vehicle Auction
ADESA New York, LLC , New York Akron, NY Vehicle Auction
ADESA Ohio, LLC , Ohio Franklin, OH Vehicle Auction
ADESA Oklahoma, LLC , Oklahoma Tulsa, OK Vehicle Auction
ADESA Pennsylvania, Inc. Pennsylvania Mercer, PA Vehicle Auction
ADESA San Antonio, Inc. , Texas San Antonio, TX Merged in 2003
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STATE / PROVINCE OF
NAME ORGANIZATION LOCATION NATURE OF BUSINESS
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ADESA Southern Indiana, LLC , Indiana Edinburgh, IN Vehicle Auction
ADESA Texas, Inc. , Texas Houston, TX Vehicle Auction
ADESA Washington, LLC , Washington Auburn, WA Vehicle Auction
ADESA Wisconsin, LLC , Wisconsin Portage, WI Vehicle Auction
Auto Dealers Exchange of Massachusetts Framingham, MA Vehicle Auction
Concord, LLC ,
Auto Dealers Exchange of Tennessee Memphis, TN Vehicle Auction
Memphis, LLC ,
A.D.E. of Knoxville, LLC , Tennessee Lenoir City, TN Vehicle Auction
Auto Banc Corporation New Jersey Manville, NJ Wholesale Vehicle
Redistributor
ADESA New Jersey, Inc. New Jersey Manville, NJ Vehicle Auction
ADESA Atlanta, LLC New Jersey Newnan, GA Vehicle Auction
ADESA Phoenix, LLC New Jersey Chandler, AZ Vehicle Auction
ADESA Florida, LLC , , Florida Jacksonville, FL Vehicle Auction
A & H, LLC Delaware Ocala, FL Dissolved in 2003
ADESA - South Florida, LLC , , Indiana Plainfield, IN Vehicle Auction
ADESA Transportation, Inc. , Indiana Indianapolis, IN Inactive
Asset Holdings III, L.P. Ohio Columbus, OH Real Estate
ComSearch, Inc. Rhode Island Warren, RI Claims Services
Automotive Recovery Services, Inc. Indiana Indianapolis, IN Salvage Vehicle Auctions
ADESA Properties, Inc. Delaware Dimondale, MI Financial Services
Automotive Finance Corporation Indiana Indianapolis, IN Financial Services
AFC AIM Corporation Indiana Indianapolis, IN Financial Services
AFC Funding Corporation Indiana Indianapolis, IN Financial Services
Automotive Floorplan Corporation Indiana Indianapolis, IN Dissolved in 2003
EndTrust Lease End Services, LLC Texas Hurst, TX Vehicle Remarketing
IRT Receivables Corp. Indiana Indianapolis, IN Financial Services
Micro 21, Inc. , Indiana Indianapolis, IN Financial Services
RAP Co., Inc. Indiana Indianapolis, IN Dissolved in 2003
Automotive Finance Canada Inc. Ontario Ottawa, ON Financial Services
ADESA Properties Canada Inc. Delaware Dimondale, MI Financial Services
PAR, Inc. Indiana Carmel, IN Vehicle Remarketing
3048540 Nova Scotia Company , Nova Scotia Halifax, NS Limited Partner
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STATE / PROVINCE OF
NAME ORGANIZATION LOCATION NATURE OF BUSINESS
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3048538 Nova Scotia Company , Nova Scotia Halifax, NS General Partner
ADESA Automotive Services LP Ontario Mississauga, ON Management Company
ADESA Canada Corporation , Nova Scotia Halifax, NS Vehicle Remarketing
ADESA Finance Canada Inc. Nova Scotia Halifax, NS Inactive
ADESA Canada Inc. Quebec Montreal, QC Inactive
ADESA Auctions Canada Corporation Nova Scotia Halifax, NS Vehicle Auctions
ADESA Remarketing Services Inc. Ontario Mississauga, ON Vehicle Remarketing
Impact Auto Auctions Ltd. Ontario Mississauga, ON Salvage Vehicle Auctions
Suburban Auto Parts Inc. Ontario Stouffville, ON Salvage Vehicle Auctions
Impact Auto Auction Sudbury Ltd. Ontario Sudbury, ON Salvage Vehicle Auctions
ADESA Montreal Corporation Nova Scotia Halifax, NS Vehicle Auction Services
CAAG Transport Ltd. British Columbia Vancouver, BC Holds Auto Dealer License
504811 NB Ltd. New Brunswick Moncton, NB Holds Auto Dealer License
79378 Manitoba Inc. Manitoba Winnipeg, MB Holds Auto Dealer License
Adesur S. de R.L. de C.V. Federal District Mexico City, Mexico Employee Leasing
Auction Vehicles of Mexico, Federal District Mexico City, Mexico Vehicle Auction Services
S. de R.L. de C.V.
Footnotes
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ALLETE, Inc. has a 50 percent equity ownership in Split Rock Energy LLC which is accounted for under the equity
method. Effective February 1, 2004 ALLETE withdrew from active participation in Split Rock Energy LLC.
Subsidiary of ALLETE, Inc.
Owned 100 percent of Lakeview Financial Partners LP which was dissolved in 2003.
Subsidiary of Lakeview Financial Corporation II.
Subsidiary of Minnesota Power Enterprises, Inc.
Rainy River Energy Corporation was a 71.5 percent partner in Rapids Power LLC which was terminated October 14,
2003.
Synertec, Incorporated has a 33.33 percent equity ownership in NaturNorth Technologies, LLC, formerly NaturTek,
L.L.C.
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.
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Heater Utilities, Inc. is, at the request of the North Carolina Utilities Commission, the emergency operator of
Mobile Hills Estates and Pine Country Estates. Both are small water utilities in North Carolina.
Subsidiary of Heater Utilities, Inc.
Formed September 22, 2003. Subsidiary of Florida Water Services Corporation.
ALLETE Properties, Inc. owns 80 percent of Lehigh Acquisition Corporation.
Subsidiary of ALLETE Properties, Inc.
Formed July 11, 2003.
Subsidiary of Lehigh Acquisition Corporation.
Subsidiary of Florida Landmark Communities, Inc.
Effective January 8, 2004 stock was transferred to the buyer of the remaining property at Sugarmill Woods.
Subsidiary of ALLETE Automotive Services, Inc.
ADESA Corporation owns 95.24 percent of ADESA Transportation, Inc.
Effective June 30, 2003 ADESA Corporation purchased 51 percent of Asset Holding III, L.P.
Subsidiary of ADESA Corporation
Effective January 1, 2004 converted "Inc." to "LLC."
A.D.E. Ark-La-Tex, Inc., formerly ADESA Ark-La-Tex, Inc., owns 100 percent of ADESA Ark-La-Tex, LLC.
Effective December 31, 2003 ADESA San Antonio, Inc. and ADESA Texas, Inc. were merged into ADESA Houston, Inc.
which was then renamed ADESA Texas, Inc.
Effective January 1, 2004 merged "Inc." to "LLC."
Subsidiary of ADESA New Jersey, Inc.
ADESA Florida, LLC purchased the remaining 49 percent of A & H, LLC in April 2003, then dissolved A & H, LLC in
July 2003.
Subsidiary of ADESA Florida, LLC.
ADESA Indianapolis, LLC owns 4.76 percent of ADESA Transportation, Inc.
Subsidiary of Automotive Finance Corporation.
ADESA Corporation owns 40 percent of EndTrust Lease End Services, LLC which is accounted for under the equity
method.
Formed September 19, 2003.
Subsidiary of ADESA Properties, Inc.
3048540 Nova Scotia Company and 3048538 Nova Scotia Company own 99 percent and 1 percent, respectively, of ADESA
Automotive Services LP.
Subsidiary of ADESA Properties Canada Inc.
Effective December 12, 2003 incorporated ADESA Canada Corporation.
Subsidiary of ADESA Automotive Services LP.
Subsidiary of ADESA Canada Corporation.
Subsidiary of ADESA Auctions Canada Corporation.
Subsidiary of Impact Auto Auctions Ltd.
Impact Auto Auctions Ltd. owns 50 percent of Impact Auto Auction Sudbury Ltd. which is accounted for under the
equity method.
Subsidiaries are owned 99.99 percent by ADESA Mexico, LLC and .01 percent by ADESA Corporation.
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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 March 15, 2004, for the fiscal year ended December 31,
2003, particularly pages 11 through 13, 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. 12,381,769,760 None
Superior Water, Light and Power Company 563,021,484 2,183,717
(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. 1,006,286,000 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. 2,365,815,168 None
Superior Water, Light and Power Company 579,103,176 2,251,594
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 23rd day of February 2004.
ALLETE, Inc.
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CORPORATE SEAL (Name of Claimant)
By James K. Vizanko
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Senior Vice President,
Chief Financial Officer and Treasurer
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, Chief Financial Officer and Treasurer
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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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