Securities and Exchange Commission
Washington, D.C. 20549
FORM 11-K
(Mark One)
/X/ Annual Report Pursuant to Section 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended December 31, 1995
or
/ / Transition Report Pursuant to Section 15(d) of the Securities Exchange Act
of 1934
For the transition period from to
--------------------- --------------------
Commission File No. 1-3548
Minnesota Power and Affiliated Companies
Supplemental Retirement Plan
(Full Title of the Plan)
-------------------------------
Minnesota Power & Light Company
30 West Superior Street
Duluth, Minnesota 55802
(Name of issuer of securities
held pursuant to the Plan and
the address of its principal
executive office)
-------------------------------
<PAGE>
Report of Independent Accountants
To the Participants and Administrator
of the Minnesota Power and Affiliated
Companies Supplemental Retirement Plan
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statements of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the Minnesota Power and Affiliated Companies Supplemental
Retirement Plan at December 31, 1995 and 1994, and the changes in net assets
available for plan benefits for the years then ended, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in Schedules I
and II is presented for purposes of additional analysis and is not a required
part of the basic financial statements but is additional information required by
the Employee Retirement Income Security Act of 1974. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
Price Waterhouse LLP
Price Waterhouse LLP
Minneapolis, Minnesota
June 14, 1996
1
<PAGE>
<TABLE>
Minnesota Power and Affiliated Companies
Supplemental Retirement Plan
Statement of Net Assets Available for Plan Benefits
<CAPTION>
December 31,
1995 1994
---- ----
<S> <C> <C>
Assets
Investments, at fair/contract value
Guaranteed investment contracts
(cost of $15,277,799 and
$16,264,983, respectively) $15,277,799 $16,264,983
Minnesota Power & Light Company common
stock (415,451 and 346,749 shares at
cost of $11,251,800 and $9,951,459,
respectively) 11,788,422 8,755,412
Mutual fund securities (cost of
$19,118,520 and $15,786,820,
respectively) 22,729,345 15,732,870
Money market securities 1,641,532 2,565,949
Loans receivable from participants 1,512,920 1,410,017
----------- -----------
Total investments 52,950,018 44,729,231
Cash 36,479 -
----------- -----------
Net assets available for plan benefits $52,986,497 $44,729,231
=========== ===========
</TABLE>
----------------------------------------------------------------
The accompanying notes are an integral part of these statements.
2
<PAGE>
<TABLE>
Minnesota Power and Affiliated Companies
Supplemental Retirement Plan
Statement of Changes in Net Assets Available for Plan Benefits
<CAPTION>
December 31,
1995 1994
---- ----
<S> <C> <C>
Sources of net assets
Contributions $ 4,912,365 $ 4,142,821
Interest income 1,262,849 1,458,391
Dividend income 1,877,680 1,202,029
Net unrealized appreciation
(depreciation) in aggregate
fair value of securities 4,787,572 (2,991,910)
Participants' loan interest income 118,066 105,272
Net realized gain (loss) on sale of
securities 587,935 (223,184)
----------- -----------
13,546,467 3,693,419
Application of net assets
Transfers to retirement plan (3,165,992) (717,205)
Benefit distributions (2,123,209) (1,269,576)
----------- -----------
Increase in net assets 8,257,266 1,706,638
Net assets available for plan benefits
Beginning of year 44,729,231 43,022,593
----------- -----------
End of year $52,986,497 $44,729,231
=========== ===========
</TABLE>
----------------------------------------------------------------
The accompanying notes are an integral part of these statements.
3
<PAGE>
Minnesota Power and Affiliated Companies
Supplemental Retirement Plan
Notes to Financial Statements
Note 1 - Description of the Plan
The Minnesota Power and Affiliated Companies Supplemental Retirement
Plan (the SRP) provides benefits for eligible employees of Minnesota Power &
Light Company (Minnesota Power); Superior Water, Light and Power Company; and
Topeka Group Incorporated (collectively, the Companies). The SRP is a defined
contribution plan that is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
Contributions
Contributions to the SRP consist of the following:
1. A flexible dollar contribution for the non-union participants up to 3
percent of each participant's compensation, up to a maximum
compensation of $150,000 in 1995, which has been elected by each
participant to be contributed to the SRP.
2. A before-tax contribution for the union and non-union participants up
to 12 percent, not to exceed $9,240 in 1995, of each participant's
compensation as permitted under Section 401(k) of the Internal Revenue
Code of 1986 (Code). The contribution is equal to an amount by which
the participant has elected to reduce his or her compensation pursuant
to a salary reduction agreement.
3. Each participant is also allowed to make voluntary after-tax
contributions to the SRP through payroll deductions or lump-sum
contributions. Total voluntary contributions made by a participant for
all fiscal years since July 1, 1980 shall not exceed 8.5 percent of the
aggregate compensation received for all years since becoming a
participant less the amount of voluntary contributions made to either
the Minnesota Power and Affiliated Companies Retirement Plan A or Plan
B.
4. Contributions by participants may also be made through rollovers from
other qualified plans.
5. Core contributions were made to the SRP prior to January 1, 1989 and
were based on each participant's compensation. Core contributions have
not been made to the SRP since December 31, 1988.
Vesting
All contributions plus actual earnings are fully vested and
nonforfeitable.
Loan Program
The SRP allows participants to borrow money from their SRP accounts. A
participant may borrow up to $50,000 or 50 percent of their total account
balances, whichever is less, for up to 5 years for a general purpose loan and 10
years for the acquisition of a primary residence. A fixed interest rate of the
prime rate plus 1 percent, but not less than the Minnesota Power Employees
Credit Union share secured rate, is charged until the loan is repaid. As loans
are repaid, principal and interest amounts are redeposited into the
participant's SRP accounts.
4
<PAGE>
Participant Accounts
Each participant's account is credited with the participant's
contribution and their share of the Companies' contributions. Income from the
SRP's investment funds is allocated to each participant's account based upon
their ownership interest in each fund.
Every December participants are required to make an election as to the
flexible dollar, if applicable, before-tax and after-tax contributions to the
SRP for the subsequent year. Contributions may be invested in the Minnesota
Power Common Stock Fund, Heartland Value Fund, Fidelity Magellan Fund, Vanguard
Index 500 Fund, Vanguard Short Term Federal Portfolio, IAI Emerging Growth Fund,
IAI International Developed Market Fund, Templeton International Emerging Market
Fund, Fidelity Balanced Fund and the Fixed Income Fund. Contributions to the
Fixed Income Fund are invested in guaranteed investment contracts (GICs) with
insurance companies. Funds may be transferred between investment options once a
month with at least 10 days written notice to the Employee Benefit Plans
Committee (the Committee).
While participants are active employees, they may withdraw money as a
loan from their core, flexible dollar or before-tax accounts. After age 59 1/2,
participants may withdraw the full amount of their flexible dollar, before-tax
account, and their core account. After-tax accounts may be withdrawn at
specified times during the year by participants of any age. When participants
terminate employment, become disabled or die, they or their beneficiaries may
elect to receive the vested amount of all their SRP accounts. Upon retirement
participants may elect to transfer the vested amount of their SRP account
balances to the Minnesota Power and Affiliated Companies Retirement Plan A or
Plan B.
Minnesota Power maintains the participants' records and issues a
quarterly report to each participant showing the status of individual accounts.
At December 31, 1995 there were 1,685 participants in the SRP.
Administration
The SRP is administered by the Committee. The address of the Committee
is 30 West Superior Street, Duluth, Minnesota 55802. The responsibility of the
Committee includes the determination of compliance with the SRP's eligibility
requirements as well as the administration and payment of benefits all in a
manner consistent with the terms of the SRP and applicable law. The Committee
has the authority to designate persons to carry out fiduciary responsibilities
(other than trustee responsibilities) under the SRP. The Committee has the power
to appoint an investment manager or managers. Administration fees and expenses
of agents, outside experts, consultants, and managers shall be paid by the
Companies. The Committee may from time to time establish, modify and repeal
rules for the administration of the SRP as may be necessary to carry out the
purpose of the SRP. Members of the Committee receive no compensation for their
services with respect to the SRP.
5
<PAGE>
As of June 1, 1996 the members of the Committee, all employees of
Minnesota Power, and their respective titles are as follows:
<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
Robert D. Edwards Executive Vice President
President - Minnesota Power Electric <F1>
David G. Gartzke Senior Vice President - Finance
Chief Financial Officer
Roger P. Engle Vice President Minnesota Power Electric
President and Chief Operating Officer -
Superior Water, Light and Power Company
Philip R. Halverson Vice President, General Counsel and Corporate Secretary
Donald J. Shippar Vice President Minnesota Power Electric -
Transmission and Distribution
Claudia S. Welty Vice President Minnesota Power Electric - Support
Services
Mark A. Schober Corporate Controller
Lori A. Collard Director - Minnesota Power Electric - Marketing
Brenda J. Flayton Director - Minnesota Power Electric - Human Resources
Jeweleon W. Tuominen Manager Employee Benefits
- ----------------------
<FN>
<F1> Committee Chairman
</FN>
</TABLE>
North Shore Bank of Commerce is retained as Trustee (Trustee) for the
SRP. The Trustee's main office is located at 131 West Superior Street, Duluth,
Minnesota 55802. The Trustee carries blanket bond insurance in the amount of
$2,000,000.
Plan Termination
The Companies reserve the right to reduce, suspend, or discontinue
their contributions at any time or to terminate the SRP subject to the
provisions of ERISA and the Code. In the event of SRP termination, all of the
account balances of the participants will be fully vested and nonforfeitable,
and distribution will be made in accordance with the terms of the SRP.
Note 2 - Summary of Accounting Policies
The SRP uses the accrual basis of accounting and accordingly reflects
income in the year earned and expenses when incurred.
Mutual funds, money market securities and Minnesota Power common stock
are reported at fair value based on quoted market prices. GIC amounts are
reported at contract value which represents the purchase price of the contract
plus accrued interest. Participants' loans are reported at cost which
approximate fair value.
Note 3 - Federal Income Tax Status
A favorable determination letter dated December 12, 1995 was obtained
from the Internal Revenue Service stating that the SRP, as amended and restated
effective January 1, 1992, qualifies as a profit sharing plan under Section
401(a) of the Code.
6
<PAGE>
Note 4 - Changes in SRP Assets for Participant Directed Accounts
<TABLE>
The table below is a breakdown of the changes in SRP assets for each
investment fund for the year ended December 31, 1995.
<CAPTION>
Fixed
Income
Fund Mutual Fund Securities
------------ ---------------------------------------------------------------
Vanguard
Heartland Short Term
Value Fidelity Vanguard Federal
GICs Fund Magellan Index 500 Portfolio
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Sources of net assets
Contributions $ 1,148,916 $ 406,265 $ 661,052 $ 409,795 $ 140,310
Interest income 1,257,630
Dividend income 42,218 594,504 73,563 41,522
Net unrealized appreciation
(depreciation) in aggregate
fair value of securities 30,247 2,039,135 709,033 31,720
Participants' loan interest income 314,990 4,518 81,907 31,012 11,491
Net gain (loss) on sale of securities 2,890 326,575 57,396 6,285
------------ ------------ ------------ ------------ ------------
2,721,536 486,138 3,703,173 1,280,799 231,328
Application of net assets
Transfers to retirement plans (3,165,992)
Benefit distributions (953,755) (6,083) (254,359) (95,030) (33,112)
Loans to participants (756,812)
------------ ----------- ------------ ------------ ------------
Increase (decrease) in net assets (2,155,023) 480,055 3,448,814 1,185,769 198,216
Net transfers 2,096,925 487,432 (1,112,187) 132,303 (18,996)
Net assets available for plan benefits
Beginning of year <F1> 17,013,628 0 7,980,661 2,127,279 603,381
------------ ------------ ------------ ------------ ------------
End of year <F2> $ 16,955,530 $ 967,487 $ 10,317,288 $ 3,445,351 $ 782,601
============ ============ ============ ============ ============
7
<PAGE>
<CAPTION>
Mutual Fund Securities (Continued)
-----------------------------------------------------
IAI IAI Int'l. Templeton Minnesota Loans
Emerging Developed Fidelity International Power Receivable
Growth Market Balanced Emerging Common from Total
Fund Fund Fund Market Fund Stock Participants Changes
----------- ---------- ---------- ------------- ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Sources of net assets
Contributions $ 450,546 $ 357,800 $ 488,611 $ 426,920 $ 422,150 $ 4,912,365
Interest income 5,219 1,262,849
Dividend income 48,959 92,615 85,574 34,409 864,316 1,877,680
Net unrealized appreciation
(depreciation) in aggregate
fair value of securities 689,610 (2,008) 154,044 (32,233) 1,168,024 4,787,572
Participants' loan interest
income 27,134 14,222 19,799 14,336 239,086 $ (640,429) 118,066
Net gain (loss) on sale of
securities 38,927 4,777 32,094 (683) 119,674 587,935
----------- ---------- ---------- ---------- ----------- ---------- -----------
1,255,176 467,406 780,122 442,749 2,818,469 (640,429) 13,546,467
Application of net assets
Transfers to retirement plans (3,165,992)
Benefit distributions (80,116) (44,057) (91,732) (21,130) (530,355) (13,480) (2,123,209)
Loans to participants 756,812 0
----------- ---------- ---------- ---------- ----------- ---------- -----------
Increase (decrease) in net
assets 1,175,060 423,349 688,390 421,619 2,288,114 102,903 8,257,266
Net transfers 156,019 (162,997) (320,170) (186,189) (1,072,140) 0
Net assets available for plan
benefits
Beginning of year <F1> 1,347,147 904,616 1,678,181 1,091,690 10,572,631 1,410,017 44,729,231
----------- ---------- ---------- ---------- ----------- ---------- -----------
End of year <F2> $ 2,678,226 $1,164,968 $2,046,401 $1,327,120 $11,788,605 $1,512,920 $52,986,497
=========== ========== ========== ========== =========== ========== ===========
<FN>
<F1> These beginning of year balances include $2,565,949 of short term money
market securities of which $1,811,767 was being held to be reinvested into other
SRP funds and the balance for participant distributions.
<F2> These end of year balances include $1,641,532 of short term money market
securities of which $1,000,000 was being held to be invested in a new GIC on
January 3, 1996 and the balance for participant distributions.
</FN>
</TABLE>
8
<PAGE>
Note 4 - Changes in SRP Assets for Participant Directed Accounts (Continued)
<TABLE>
The table below is a breakdown of the changes in SRP assets for each
investment fund for the year ended December 31, 1994.
<CAPTION>
Fixed
Income
Fund Mutual Fund Securities
------------ ---------------------------------------------------------------
Vanguard
Short Term
Fidelity Vanguard Federal
GICs Evergreen Magellan Index 500 Portfolio
------------ ------------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Sources of net assets
Contributions $ 627,625 $ 849,815 $ 382,195 $ 143,023
Interest income 1,456,823
Dividend income 297,024 59,269 27,929
Net unrealized appreciation
(depreciation) in aggregate
fair value of securities $ 23,154 (428,363) (36,726) (30,112)
Participants' loan interest income 285,539 69,060 23,585 9,623
Net gain (loss) on sale of securities (22,888) (1,279) (2,327)
------------ ------------ ------------ ------------ ------------
2,369,987 23,154 764,648 427,044 148,136
Application of net assets
Transfers to retirement plans (717,205)
Benefit distributions (734,299) (60,152) (137,225) (39,095) (5,661)
Loans to participants (632,287)
------------ ------------ ------------ ------------ ------------
Increase (decrease) in net assets 286,196 (36,998) 627,423 387,949 142,475
Net transfers (3,232,918) (2,539,869) 530,887 345,492 19,530
Net assets available for plan benefits
Beginning of year <F1> 19,960,350 2,576,867 6,822,351 1,393,838 441,376
------------ ------------ ------------ ------------ ------------
End of year <F2> $ 17,013,628 $ 0 $ 7,980,661 $ 2,127,279 $ 603,381
============ ============ ============ ============ ============
9
<PAGE>
Mutual Fund Securities (Continued)
-----------------------------------------------------
IAI IAI Int'l. Templeton Minnesota Loans
Emerging Developed Fidelity International Power Receivable
Growth Market Balanced Emerging Common from Total
Fund Fund Fund Market Fund Stock Participants Changes
----------- ----------- ----------- ------------- ------------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Sources of net assets
Contributions $ 511,052 $ 292,180 $ 634,199 $ 376,726 $ 326,006 $ 4,142,821
Interest income 1,568 1,458,391
Dividend income 43,448 47,244 37,551 39,030 650,534 1,202,029
Net unrealized appreciation
(depreciation) in aggregate
fair value of securities 8,944 (63,861) (103,712) (130,329) (2,230,905) (2,991,910)
Participants' loan interest
income 23,333 14,331 18,193 21,212 220,808 $ (580,412) 105,272
Net gain (loss) on sale of
securities (2,753) (2,819) (4,482) (1,683) (184,953) (223,184)
---------- ---------- ---------- ---------- ----------- ----------- -----------
584,024 287,075 581,749 304,956 (1,216,942) (580,412) 3,693,419
Application of net assets
Transfers to retirement plans (717,205)
Benefit distributions (845) (33,395) (10,618) (7,201) (203,435) (37,650) (1,269,576)
Loans to participants 632,287 0
---------- ---------- ---------- ---------- ----------- ----------- -----------
Increase (decrease) in net
assets 583,179 253,680 571,131 297,755 (1,420,377) 14,225 1,706,638
Net transfers 763,968 650,936 1,107,050 793,935 1,560,989 0
Net assets available for plan
benefits
Beginning of year <F1> 0 0 0 0 10,432,019 1,395,792 43,022,593
---------- ---------- ---------- ---------- ----------- ----------- -----------
End of year <F2> $1,347,147 $ 904,616 $1,678,181 $1,091,690 $10,572,631 $ 1,410,017 $44,729,231
========== ========== ========== ========== =========== =========== ===========
<FN>
<F1> These beginning of year balances include $856,731 of short term money market
securities of which $776,891 was being held to be reinvested into other SRP
funds and the balance for participant distributions.
<F2> These end of year balances include $2,565,949 of short term money market
securities of which $1,811,767 was being held to be reinvested into other SRP
funds and the balance for participant distributions.
</FN>
</TABLE>
10
<PAGE>
Schedule I
<TABLE>
Minnesota Power and Affiliated Companies
Supplemental Retirement Plan
Schedule of Investments Held
December 31, 1995
<CAPTION>
Fair/Contract
Description Cost Value
<S> <C> <C>
Guaranteed Investment Contracts
Metropolitan Life Insurance Company
8.65% due 1997 $ 2,226,196 $ 2,226,196
Provident Life and Accident Insurance Company
7.06% due 1998 2,704,681 2,704,681
SunAmerica Life Insurance Company
8.73% due 1995 2,387,925 2,387,925
Aetna Life Insurance Company
6.06% due 1999 2,249,197 2,249,197
Allstate Life Insurance Company
7.14% due 1998 2,153,727 2,153,727
John Hancock Mutual Life Insurance Company
7.22% due 1996 2,083,446 2,083,446
Protective Life Insurance Company
6.99% due 1997 1,472,627 1,472,627
--------------- --------------
Total guaranteed investment contracts 15,277,799 15,277,799
--------------- --------------
Minnesota Power & Light Company
Common Stock <F1> (415,451 shares) 11,251,800 11,788,422
--------------- --------------
Mutual Fund Securities
Heartland Value Fund (34,615 shares) 937,239 967,486
Fidelity Magellan Fund (119,995 shares) 8,061,391 10,317,196
Vanguard Index 500 (59,815 shares) 2,714,743 3,445,350
Vanguard Short Term Federal Portfolio (76,351 shares) 775,371 782,600
IAI Emerging Growth Fund (122,629 shares) 1,979,236 2,678,225
IAI International Developed Market Fund (91,370 shares) 1,217,925 1,164,969
Fidelity Balanced Fund (151,361 shares) 1,969,705 2,046,399
Templeton International Emerging Market Fund (123,453 shares) 1,462,910 1,327,120
--------------- --------------
Total mutual funds 19,118,520 22,729,345
--------------- --------------
Money Market Securities
Dreyfus Institutional Government Securities Fund,
floating interest rate with no maturity date 1,641,532 1,641,532
--------------- --------------
Loans Receivable from Participants - 7% to 10% 1,512,920 1,512,920
--------------- --------------
Total Investments $ 48,802,571 $ 52,950,018
=============== ==============
- ---------------------
<FN>
<F1> Party-in-interest
</FN>
</TABLE>
The above data was prepared from information certified as complete and accurate
by North Shore Bank of Commerce, the plan Trustee.
11
<PAGE>
Schedule II
<TABLE>
Minnesota Power and Affiliated Companies
Supplemental Retirement Plan
Schedule of Transactions in Excess of
5% of Fair Value of Plan Assets
For the Year Ended December 31, 1995
<CAPTION>
Purchases
-------------------------------
Aggregate Purchase
Price and Fair
Value on Number of
Description Transaction Dates Transactions
<S> <C> <C>
Dreyfus Institutional Government Series $ 6,650,737 154
Minnesota Power & Light Company Common Stock $ 3,773,186 38
</TABLE>
<TABLE>
<CAPTION>
Sales
-------------------------------
Aggregate
----------------------------------------------
Net
Cost of Gain/ Number of
Description Asset Sale Price (Loss) Transactions
<S> <C> <C> <C> <C>
Dreyfus Institutional Government Series $ 7,848,767 $ 7,848,767 0 87
Minnesota Power & Light Company
Common Stock $ 1,633,953 $ 1,753,627 $ 119,674 36
</TABLE>
- ------------------------------------
The above data was prepared from information certified as complete and accurate
by North Shore Bank of Commerce, the plan Trustee.
12
<PAGE>
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Employee Benefit Plans Committee has duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
Minnesota Power and Affiliated Companies
Supplemental Retirement Plan
----------------------------------------
(Name of Plan)
June 21, 1996 By R.D. Edwards
----------------------------------------
R.D. Edwards
Chairman,
Employee Benefit Plans Committee
13
<PAGE>
Index to Exhibits
Exhibit Page
a - Consent of Independent Accountants
14
<PAGE>
Exhibit a
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-32033) of the Minnesota Power and Affiliated
Companies Supplemental Retirement Plan of our report dated June 14, 1996
appearing on page 1 of this Annual Report of the Minnesota Power and Affiliated
Companies Supplemental Retirement Plan on Form 11-K for the year ended December
31, 1995.
Price Waterhouse LLP
Price Waterhouse LLP
Minneapolis, Minnesota
June 21, 1996
15
