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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) - January 5, 1995
Commission File No. 1-3548
MINNESOTA POWER & LIGHT COMPANY
A Minnesota Corporation
IRS Employer Identification No. 41-0418150
30 West Superior Street
Duluth, Minnesota 55802
Telephone - (218) 722-2641
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Item 5. Other Events.
MINNESOTA POWER & LIGHT COMPANY AND ADESA ANNOUNCE PLANNED MERGER
Minnesota Power & Light Company (MPL-NYSE) and ADESA Corporation (SOLD-
NASDAQ) jointly announced today that they have entered into a letter of intent
outlining terms of a merger under which ADESA will become an 80 percent-owned
subsidiary of Minnesota Power.
Pursuant to the proposed merger, all shareholders of ADESA, other than
certain officers ("ADESA Managers"), will receive $17 in cash for each share of
their ADESA common stock. The letter of intent provides that, upon consummation
of the merger, and upon purchase by Minnesota Power of additional newly issued
shares of ADESA common stock, Minnesota Power will own 80 percent of the issued
and outstanding capital stock of ADESA and the ADESA Managers will own the
remaining 20 percent. ADESA Managers will retain approximately one-half of
their current holdings in ADESA stock, and will receive $17 per share for the
remainder of their ADESA stock.
The transaction represents a total investment by Minnesota Power of
approximately $162 million, of which $15 million will be invested upon closing
of the merger as capital in exchange for newly issued shares of ADESA.
Minnesota Power expects to finance the transaction with internal sources of
funds.
"Minnesota Power shareholders will have the opportunity to benefit from
the substantial earnings growth we expect from ADESA. With this merger,
Minnesota Power's corporate focus will center on its electric utility business
in northeastern Minnesota which we see as a stable business base, on its
growing water and wastewater utility business in Florida and the Carolinas, and
on realizing the earnings growth potential of ADESA's auto auction business,"
said Arend J. Sandbulte, Chairman, President and Chief Executive Officer of
Minnesota Power.
D. Michael Hockett, ADESA's President and Chief Executive Officer said,
"The merger with Minnesota Power is an excellent opportunity for ADESA's
existing shareholders to realize a substantial and immediate maximization of
their current investment. The merger also provides our management team the
opportunity to continue the growth strategy which has contributed to ADESA's
strong financial performance over the last two years. ADESA's partnership with
Minnesota Power will provide ADESA with a readily available source of capital,
which is necessary to fully implement its growth strategy."
The merger is subject to the negotiation and execution of the definitive
merger agreement, approval by ADESA's shareholders (including approval of a
majority of its non-management shareholders), and the satisfaction of various
other customary conditions. Shareholders of ADESA will be asked to vote on
the merger at a special meeting. If approved, it is expected that the merger
will be completed in the second quarter of 1995.
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ADESA owns and operates automobile auctions in the U.S. and Canada,
through which used cars and other vehicles are sold to franchised automobile
dealers and licensed used car dealers. Sellers at ADESA's auctions include
domestic and import automobile manufacturers, automobile dealers, fleet/lease
companies, banks, and captive finance companies. In addition to the sale of
used cars and other vehicles, ADESA provides a wide range of integrated
services, including auto reconditioning, body and paint work, and vehicle
remarketing. Transportation services are offered through ADESA's fleet of
transport trailers. Financing is also available on site for buyers at ADESA's
auctions through an ADESA subsidiary.
Minnesota Power is a diversified electric company headquartered in Duluth,
Minnesota.
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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.
Minnesota Power & Light Company
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(Registrant)
January 5, 1995 D. G. Gartzke
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D. G. Gartzke
Senior Vice President - Finance
and Chief Financial Officer
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