<PAGE>
As filed with the Securities and Exchange Commission on May 9, 1997.
Registration No. 333-
================================================================================
Securities and Exchange Commission
Washington, D.C. 20549
------------------
FORM S-8
Registration Statement Under The Securities Act of 1933
------------------
Minnesota Power & Light Company
(Exact name of registrant as specified in its charter)
------------------
Minnesota 41-0418150
(State or other jurisdiction of (I.R.S. Employer Identification No. )
incorporation or organization)
30 West Superior Street
Duluth, Minnesota 55802
(218) 722-2641
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
------------------
Minnesota Power and Affiliated Companies
Supplemental Retirement Plan
(Full Title of Plan)
------------------
DAVID G. GARTZKE PHILIP R. HALVERSON, ESQ.
Senior Vice President-Finance Vice President, General Counsel
and Chief Financial Officer and Secretary
30 West Superior Street 30 West Superior Street
Duluth, Minnesota 55802 Duluth, Minnesota 55802
(218) 722-2641 (218) 722-2641
JAMES K. VIZANKO ROBERT J. REGER, JR., ESQ.
Treasurer Reid & Priest LLP
30 West Superior Street 40 West 57th Street
Duluth, Minnesota 55802 New York, New York 10019
(218) 722-2641 (212) 603-2000
(Names, addresses and telephone numbers, including area codes, of agents for
service)
------------------
<TABLE>
Calculation of Registration Fee
====================================================================================================================================
<CAPTION>
Proposed Proposed maximum
maximum aggregate
Title of securities Amount to be registered offering price offering price Amount of registration
to be registered <F1><F2> per unit <F3> <F3> fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, without par value 556,189 Shares $28.3125 $15,747,102 $4,772
Preferred Share Purchase Rights 556,189 Rights <F4> - - - <F5>
====================================================================================================================================
<FN>
<F1> In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Minnesota
Power and Affiliated Companies Supplemental Retirement Plan.
<F2> In addition, pursuant to Rule 416(a) under the Securities Act of 1933,
as amended, this registration statement also covers any additional
securities to be offered or issued in connection with a stock split,
stock dividend or similar transaction.
<F3> Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on
the basis of the average of the high and low prices of the registrant's
Common Stock on the New York Stock Exchange composite tape on May 2,
1997.
<F4> The Preferred Share Purchase Rights (the "Rights") are attached to and
will trade with the Common Stock. The value attributable to the Rights,
if any, is reflected in the market price of the Common Stock.
<F5> Since no separate consideration is paid for the Rights, the
registration fee for such securities is included in the fee for the
Common Stock.
</FN>
</TABLE>
================================================================================
<PAGE>
Minnesota Power and Affiliated Companies
Supplemental Retirement Plan
Part II. Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents filed by Minnesota Power & Light Company
("Company") and the Minnesota Power and Affiliated Companies Supplemental
Retirement Plan ("Plan") with the Securities and Exchange Commission
("Commission") pursuant to the Securities Exchange Act of 1934, as amended
("Exchange Act"), are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996 ("1996 Form 10-K");
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
(3) The Company's Current Report on Form 8-K dated March 19, 1997
and
(4) The Plan's Annual Report on Form 11-K for the year ended
December 31, 1995.
All documents subsequently filed by the Company or the Plan pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this registration statement and to be part
hereof from the date of filing of such documents; provided, however, that the
documents enumerated in items 1,2 and 3 above or subsequently filed by the
Company pursuant to Section 13 of the Exchange Act prior to the filing with the
Commission of the Company's most recent Annual Report on Form 10-K shall not be
incorporated by reference in this registration statement or be a part hereof
from and after the filing of such Annual Report on Form 10-K; and provided
further that the document listed in item 4 above or subsequently filed by the
Plan pursuant to Section 15(d) of the Exchange Act prior to the filing with the
Commission of the Plan's most recent Annual Report on Form 11-K shall not be
incorporated by reference in this registration statement or be a part hereof
from and after the filing of such Annual Report on Form 11-K.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities.
Description of Common Stock
---------------------------
General. The following statements relating to the Common Stock are merely
an outline and do not purport to be complete. They are qualified in their
entirety by reference to the Company's Articles of Incorporation (the "Articles
of Incorporation") and the Mortgage and Deed of Trust of the Company. Reference
is also made to the laws of the State of Minnesota.
The Company's authorized capital stock consists of 65,000,000 shares of
Common Stock, without par value, 116,000 shares of 5% Preferred Stock, $100 par
value, 1,000,000 shares of Serial Preferred Stock, without par value, and
2,500,000 shares of Serial Preferred Stock A, without par value.
II-1
<PAGE>
Dividend Rights. The Common Stock is entitled to all dividends after full
provision for dividends on the issued and outstanding Preferred Stocks and the
sinking fund requirements of the Serial Preferred Stock A, $7.125 Series and
$6.70 Series.
The Articles of Incorporation provide that so long as any shares of the
Company's Preferred Stocks are outstanding, cash dividends on Common Stock are
restricted to 75 percent of available net income when Common Stock equity is or
would become less than 25 percent but more than 20 percent of total
capitalization. This restriction becomes 50 percent when such equity is or would
become less than 20 percent. See Note 7 to Consolidated Financial Statements
incorporated by reference in the Company's 1996 Form 10-K.
Voting Rights (Non-Cumulative Voting). Holders of Common Stock are entitled
to notice of and to vote at any meeting of shareholders. Each share of Common
Stock, as well as each share of the issued and outstanding Preferred Stocks, is
entitled to one vote. Since the holders of such shares do not have cumulative
voting rights, the holders of more than 50 percent of the shares voting can
elect all the Company's directors, and in such event the holders of the
remaining shares voting (less than 50 percent) cannot elect any directors. In
addition, the Preferred Stocks are expressly entitled, as one class, to elect a
majority of the directors (the Common Stock, as one class, electing the
minority) whenever dividends on any of such Preferred Stocks shall be in default
in the amount of four quarterly payments and thereafter until all such dividends
in default shall have been paid. The Articles of Incorporation include detailed
procedures and other provisions relating to these rights and their termination,
such as quorums, terms of directors elected, vacancies, class voting as between
Preferred Stocks and Common Stock, meetings, adjournments and other matters.
The Articles of Incorporation contain certain provisions which make it
difficult to obtain control of the Company through transactions not having the
approval of the Board of Directors, including:
(1) A provision requiring the affirmative vote of 75 percent of the
outstanding shares of all classes of capital stock of the Company,
present and entitled to vote, in order to authorize certain
"Business Combinations." Any such Business Combination is required
to meet certain "fair price" and procedural requirements. Neither
a 75 percent stockholder vote nor "fair price" is required for any
Business Combination which has been approved by a majority of the
"Disinterested Directors."
(2) A provision permitting a majority of the Disinterested Directors
to determine whether the above requirements have been satisfied.
(3) A provision providing that certain of the Articles of
Incorporation cannot be altered unless approved by 75 percent of
the outstanding shares of all classes of capital stock, present
and entitled to vote, unless such alteration is recommended to the
shareholders by a majority of the Disinterested Directors.
Liquidation Rights. After satisfaction of creditors and of the
preferential liquidation rights of the outstanding Preferred Stocks ($100 per
share plus unpaid accumulated dividends), the holders of the Common Stock are
entitled to share ratably in the distribution of all remaining assets.
Miscellaneous. Holders of Common Stock have no preemptive or conversion
rights.
The Common Stock is listed on the New York Stock Exchange.
The transfer agents and registrars for the Common Stock are Norwest Bank
Minnesota, N.A. and the Company.
Description of Preferred Share Purchase Rights
----------------------------------------------
Reference is made to the Rights Agreement, dated as of July 24, 1996 (the
"Rights Plan") between the Company and the Secretary of the Company, as Rights
Agent. The description of the Rights set forth
II-2
<PAGE>
below does not purport to be complete and is qualified in its entirety by
reference to the Rights Plan. Reference is also made to the laws of the State of
Minnesota.
On July 24, 1996, the Board of Directors of the Company declared a dividend
distribution of one Right for each outstanding share of Common Stock to
shareholders of record at the close of business on July 24, 1996 (the "Record
Date") and authorized the issuance of one Right with respect to each share of
Common Stock that becomes outstanding between the Record Date and July 23, 2006
or such earlier time as the Rights are redeemed. Except as described below, each
Right, when exercisable, entitles the registered holder to purchase from the
Company one one-hundredth of a share of Junior Serial Preferred Stock A, without
par value (the "Serial Preferred"), at a price of $90 per one one-hundredth
share (the "Purchase Price"), subject to adjustment.
Initially, the Rights will attach to all Common Stock certificates
representing shares then outstanding, and no separate Right Certificates will be
distributed. The Rights will be evidenced by the Common Stock certificates
together with a copy of the Summary of Rights Plan and not by separate
certificates until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 15 percent or more of the outstanding shares of Common Stock (the
"Stock Acquisition Date") or (ii) 15 business days (or such later date as may be
determined by action of the Board of Directors prior to the time that any person
becomes an Acquiring Person) following the commencement of (or a public
announcement of an intention to make) a tender or exchange offer if, upon
consummation thereof, such person or group would be the beneficial owner of 15
percent or more of such outstanding shares of Common Stock (the earlier of such
dates being called the Distribution Date).
Until the Distribution Date, the Rights will be transferred with and only
with the Common Stock. Until the Distribution Date (or earlier redemption,
expiration or termination of the Rights), the transfer of any certificates for
Common Stock, with or without a copy of the Summary of Rights Plan, will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificates. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights (the "Right
Certificates") will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, such separate Right
Certificates alone will evidence the Rights.
Each whole share of Serial Preferred will have a minimum preferential
quarterly dividend rate equal to the greater of $51 per share or, subject to
anti-dilution adjustment, 100 times the dividend declared on the Common Stock.
In the event of liquidation, no distribution will be made to the holders of
Common Stock unless, prior thereto, the holders of the Serial Preferred have
received a liquidation preference of $100 per share, plus accrued and unpaid
dividends. Holders of the Serial Preferred will be entitled to notice of and to
vote at any meeting of the Company's shareholders. Each whole share of Serial
Preferred is entitled to one vote. Such shares do not have cumulative voting
rights. The Serial Preferred, together with the issued and outstanding shares of
the other Preferred Stocks of the Company, will be expressly entitled, as one
class, to elect a majority of directors (the Common Stock electing the minority)
whenever dividends on any of the Preferred Stocks shall be in default in the
amount of four quarterly payments and thereafter until all such dividends in
default shall have been paid. In the event of any merger, consolidation or other
transaction in which shares of Common Stock are exchanged for or converted into
other securities and/or property, each whole share of Serial Preferred will be
entitled to receive, subject to anti-dilution adjustment, 100 times the amount
into which or for which each share of Common Stock is so exchanged or converted.
The shares of Serial Preferred are not redeemable by the Company.
The Rights are not exercisable until the Distribution Date and will expire
at the earliest of (i) July 23, 2006 (the "Final Expiration Date"), (ii) the
redemption of the Rights by the Company as described below, and (iii) the
exchange of all Rights for Common Stock as described below.
In the event that any person (other than the Company, its affiliates or any
person receiving newly-issued shares of Common Stock directly from the Company)
becomes the beneficial owner of 15 percent or more of the then outstanding
shares of Common Stock, each holder of a Right will thereafter have a right to
receive, upon exercise at the then current exercise price of the Right, Common
Stock (or, in certain circumstances, cash, property or other securities of the
Company) having a value equal to two times the exercise price of the Right. The
Rights Plan contains an exemption for any issuance of Common
II-3
<PAGE>
Stock by the Company directly to any person (for example, in a private placement
or an acquisition by the Company in which Common Stock is used as
consideration), even if that person would become the beneficial owner of 15
percent or more of the Common Stock, provided that such person does not acquire
any additional shares of Common Stock.
In the event that, at any time following the Stock Acquisition Date, the
Company is acquired in a merger or other business combination transaction or 50
percent or more of the Company's assets or earning power are sold, proper
provision will be made so that each holder of a Right will thereafter have the
right to receive, upon exercise at the then current exercise price of the Right,
common stock of the acquiring or surviving company having a value equal to two
times the exercise price of the Right.
Notwithstanding the foregoing, following the occurrence of any of the
events set forth in the preceding two paragraphs (the "Triggering Events"), any
Rights that are, or (under certain circumstances specified in the Rights Plan)
were, beneficially owned by any Acquiring Person will immediately become null
and void.
The Purchase Price payable, and the number of shares of Serial Preferred or
other securities or property issuable, upon exercise of the Rights, are subject
to adjustment from time to time to prevent dilution, among other circumstances,
in the event of a stock dividend on, or a subdivision, split, combination,
consolidation or reclassification of, the Serial Preferred or the Common Stock,
or a reverse split of the outstanding shares of Serial Preferred or the Common
Stock.
At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 15 percent or more of the
outstanding Common Stock and prior to the acquisition by such person or group of
50 percent or more of the outstanding Common Stock, the Board of Directors may
exchange the Rights (other than Rights owned by such person or group, which have
become void), in whole or in part, at an exchange ratio of one share of Common
Stock per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least one
percent in the Purchase Price. The Company will not be required to issue
fractional shares of Serial Preferred or Common Stock (other than fractions in
multiples of one one-hundredths of a share of Serial Preferred) and, in lieu
thereof, an adjustment in cash may be made based on the market price of the
Serial Preferred or Common Stock on the last trading date prior to the date of
exercise.
At any time after the date of the Rights Plan until the time that a person
becomes an Acquiring Person, the Board of Directors may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the "Redemption Price"),
which may (at the option of the Company) be paid in cash, shares of Common Stock
or other consideration deemed appropriate by the Board of Directors. Upon the
effectiveness of any action of the Board of Directors ordering redemption of the
Rights, the Rights will terminate and the only right of the holders of Rights
will be to receive the Redemption Price.
Issuance of Serial Preferred or Common Stock upon exercise of the Rights
will be subject to any necessary regulatory approvals. Until a Right is
exercised, the holder thereof, as such, will have no rights as a shareholder of
the Company, including, without limitation, the right to vote or to receive
dividends. One million shares of Serial Preferred will be reserved for issuance
in the event of exercise of the Rights.
The provisions of the Rights Plan may be amended by the Company, except
that any amendment adopted after the time that a person becomes an Acquiring
Person may not adversely affect the interests of holders of Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on the Rights being redeemed or a substantial
number of Rights being acquired, and under certain circumstances the Rights
beneficially owned by such a person or group may become void. The Rights should
not interfere with any merger or other business combination approved by the
Board of Directors because, if the Rights would become exercisable as a result
of such merger or business combination, the Board of Directors may, at its
option, at any time prior to the time that any person becomes an Acquiring
Person, redeem all (but not less than all) of the then outstanding Rights at the
Redemption Price.
II-4
<PAGE>
Item 5. Interests of Named Experts and Counsel.
The Company's consolidated financial statements incorporated in this
registration statement by reference to the Company's 1996 Form 10-K have been
audited by Price Waterhouse LLP, independent accountants. Such financial
statements have been so incorporated in reliance on the report of Price
Waterhouse LLP, given on the authority of said firm as experts in auditing and
accounting.
The financial statement schedule incorporated in this registration
statement by reference to the Company's 1996 Form 10-K has been so incorporated
in reliance on the report of Price Waterhouse LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.
The financial statements incorporated in this registration statement by
reference to the Minnesota Power and Affiliated Companies Supplemental
Retirement Plan's Annual Report on Form 11-K for the year ended December 31,
1995 have been so incorporated in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
The statements as to matters of law and legal conclusions under
"Description of Common Stock" and "Description of Preferred Share Purchase
Rights" in this registration statement and in the documents incorporated herein
by reference have been reviewed by Philip R. Halverson, Esq., Duluth, Minnesota,
Vice President, General Counsel and Secretary of the Company, and are set forth
or incorporated by reference herein in reliance upon his opinion given upon his
authority as an expert.
As of April 30, 1997 Mr. Halverson owned approximately 4,526 shares of the
Common Stock of the Company. Mr. Halverson is regularly acquiring additional
shares of Common Stock as a participant in the Plan, as well as the Company's
Employee Stock Purchase Plan and Employee Stock Ownership Plan.
Item 6. Indemnification of Directors and Officers.
Section 302A.521 of the Minnesota Business Corporation Act generally
provides for the indemnification of directors, officers or employees of a
corporation made or threatened to be made a party to a proceeding by reason of
the former or present official capacity of the person against judgments,
penalties and fines (including attorneys' fees and disbursements) where such
person, among other things, has not been indemnified by another organization,
acted in good faith, received no improper personal benefit and with respect to
any criminal proceeding, had no reasonable cause to believe his conduct was
unlawful.
Section 13 of the Bylaws of the Company contains the following provisions
relative to indemnification of directors and officers:
"The Company shall reimburse or indemnify each present and future director
and officer of the Company (and his or her heirs, executors and administrators)
for or against all expenses reasonably incurred by such director or officer in
connection with or arising out of any action, suit or proceeding in which such
director or officer may be involved by reason of being or having been a director
or officer of the Company. Such indemnification for reasonable expenses is to be
to the fullest extent permitted by the Minnesota Business Corporation Act,
Minnesota Statutes Chapter 302A. By affirmative vote of the Board of Directors
or with written approval of the Chairman and Chief Executive Officer, such
indemnification may be extended to include agents and employees who are not
directors or officers of the Company, but who would otherwise be indemnified for
acts and omissions under Chapter 302A of the Minnesota Business Corporation Act,
if such agent or employee were an officer of the Company."
"Reasonable expenses may include reimbursement of attorney's fees and
disbursements, including those incurred by a person in connection with an
appearance as a witness."
"Upon written request to the Company and approval by the Chairman and Chief
Executive Officer, an agent or employee for whom indemnification has been
extended, or an officer or director may receive an advance for reasonable
expenses if such agent, employee, officer or director is made or threatened to
be
II-5
<PAGE>
made a party to a proceeding involving a matter for which indemnification is
believed to be available under Minnesota Statutes Chapter 302A."
"The foregoing rights shall not be exclusive of other rights to which any
director or officer may otherwise be entitled and shall be available whether or
not the director or officer continues to be a director or officer at the time of
incurring such expenses and liabilities."
The Company has insurance covering its expenditures which might arise in
connection with the lawful indemnification of its directors and officers for
their liabilities and expenses, and insuring officers and directors of the
Company against certain other liabilities and expenses.
Item 8. Exhibits
Exhibit
Number
- -------
*2 - Agreement and Plan of Merger by and among Minnesota Power &
Light Company, AC Acquisition Sub, Inc., ADESA Corporation and
Certain ADESA Management Shareholders dated February 23, 1995
(filed as Exhibit 2 to Form 8-K dated March 3, 1995, File No.
1-3548).
*3(a)1 - Articles of Incorporation, restated as of July 27, 1988 (filed as
Exhibit 3(a), File No. 33-24936).
*3(a)2 - Certificate Fixing Terms of Serial Preferred Stock A, $7.125
Series (filed as Exhibit 3(a)2, File No. 33-50143).
*3(a)3 - Certificate Fixing Terms of Serial Preferred Stock A, $6.70
Series (filed as Exhibit 3(a)3, File No. 33-50143).
*3(b) - Bylaws as amended January 23, 1991 (filed as Exhibit 3(b), File
No. 33-45549).
*4(a)1 - Mortgage and Deed of Trust, dated as of September 1, 1945, between
the Company and Irving Trust Company (now The Bank of New York)
and Richard H. West (W.T. Cunningham, successor), Trustees (filed
as Exhibit 7(c), File No. 2-5865).
*4(a)2 - Supplemental Indentures to Mortgage and Deed of Trust:
Number Dated as of Reference File Exhibit
------ ----------- -------------- -------
First March 1, 1949 2-7826 7(b)
Second July 1, 1951 2-9036 7(c)
Third March 1, 1957 2-13075 2(c)
Fourth January 1, 1968 2-27794 2(c)
Fifth April 1, 1971 2-39537 2(c)
Sixth August 1, 1975 2-54116 2(c)
Seventh September 1, 1976 2-57014 2(c)
Eighth September 1, 1977 2-59690 2(c)
Ninth April 1, 1978 2-60866 2(c)
Tenth August 1, 1978 2-62852 2(d)2
Eleventh December 1, 1982 2-56649 4(a)3
Twelfth April 1, 1987 33-30224 4(a)3
Thirteenth March 1, 1992 33-47438 4(b)
Fourteenth June 1, 1992 33-55240 4(b)
Fifteenth July 1, 1992 33-55240 4(c)
Sixteenth July 1, 1992 33-55240 4(d)
Seventeenth February 1, 1993 33-50143 4(b)
Eighteenth July 1, 1993 33-50143 4(c)
Nineteenth February 1, 1997 1-3548 (1996 Form 10-K) 4(a)3
II-6
<PAGE>
Exhibit
Number
- ------
*4(b) - Mortgage and Deed of Trust, dated as of March 1, 1943, between
Superior Water, Light and Power Company and Chemical Bank & Trust
Company and Howard B. Smith, as Trustees, both succeeded by First
Bank N.A., as Trustee (filed as Exhibit 7(c), File No. 2-8668), as
supplemented and modified by First Supplemental Indenture thereto
dated as of March 1, 1951 (filed as Exhibit 2(d)(1), File No.
2-59690), Second Supplemental Indenture thereto dated as of March
1, 1962 (filed as Exhibit 2(d)1, File No. 2-27794), Third
Supplemental Indenture thereto dated July 1, 1976 (filed as
Exhibit 2(e)1, File No. 2-57478), Fourth Supplemental Indenture
thereto dated as of March 1, 1985 (filed as Exhibit 4(b), File No.
2-78641) and Fifth Supplemental Indenture thereto dated as of
December 1, 1992 (filed as Exhibit 4(b)1 to Form 10-K for the year
ended December 31, 1992, File No. 1-3548).
*4(b)1 - Sixth Supplemental Indenture, dated as of March 24, 1994,
between Superior Water, Light and Power Company and Chemical Bank
(formerly Chemical Bank & Trust Company) and Peter Morse
(successor to Howard B. Smith), Trustees (filed as Exhibit 4(b)1
to Form 10-K for the year ended December 31, 1996, File No.
1-3548).
*4(b)2 - Seventh Supplemental Indenture, dated as of November 1, 1994,
between Superior Water, Light and Power Company and Chemical Bank
(formerly Chemical Bank & Trust Company) and Peter Morse
(successor to Howard B. Smith), Trustees (filed as Exhibit 4(b)2
to Form 10-K for the year ended December 31, 1996, File No.
1-3548).
*4(b)3 - Eighth Supplemental Indenture, dated as of January 1, 1997,
between Superior Water, Light and Power Company and First Bank
N.A. Trustee (filed as Exhibit 4(b)3 to Form 10-K for the year
ended December 31, 1996, File No. 1-3548).
*4(c) - Indenture, dated as of March 1, 1993, between Southern States
Utilities, Inc. (now Florida Water Services Corporation) and
Nationsbank of Georgia, National Association (now SunTrust Bank,
Central Florida, N.A.), as Trustee (filed as Exhibit 4(d) to Form
10-K for the year ended December 31, 1992, File No. 1-3548).
*4(c)1 - First Supplemental Indenture, dated as of March 1, 1993, between
Southern States Utilities, Inc. (now Florida Water Services
Corporation) and Nationsbank of Georgia, National Association (now
SunTrust Bank, Central Florida, N.A.), as Trustee (filed as
Exhibit 4(c)1 to Form 10-K for the year ended December 31, 1996,
File No. 1-3548).
*4(c)2 - Second Supplemental Indenture, dated as of March 31, 1997,
between Southern States Utilities, Inc. (now Florida Water
Services Corporation) and Nationsbank of Georgia, National
Association (now SunTrust Bank, Central Florida, N.A.), as Trustee
(filed as Exhibit 4 to Form 10-Q for the quarter ended March 31,
1997, File No. 1-3548).
*4(d) - Amended and Restated Trust Agreement, dated as of March 1, 1996,
relating to MP&L Capital I's 8.05% Cumulative Quarterly Income
Preferred Securities, between the Company, as Depositor, and The
Bank of New York, The Bank of New York (Delaware), Philip R.
Halverson, David G. Gartzke and James K. Vizanko, as Trustees
(filed as Exhibit 4(a) to Form 10-Q for the quarter ended March
31, 1996, File No. 1-3548).
*4(e) - Amendment No. 1, dated April 11, 1996, to Amended and Restated
Trust Agreement, dated as of March 1, 1996, relating to MP&L
Capital I's 8.05% Cumulative Quarterly Income Preferred Securities
(filed as Exhibit 4(b) to Form 10-Q for the quarter ended March
31, 1996, File No. 1-3548).
*4(f) - Indenture, dated as of March 1, 1996, relating to the Company's
8.05% Junior Subordinated Debentures, Series A, Due 2015, between
the Company and The Bank of New York, as Trustee (filed as Exhibit
4(c) to Form 10-Q for the quarter ended March 31, 1996, File No.
1-3548).
II-7
<PAGE>
Exhibit
Number
- ------
*4(g) - Guarantee Agreement, dated as of March 1, 1996, relating to MP&L
Capital I's 8.05% Cumulative Quarterly Income Preferred
Securities, between the Company, as Guarantor, and The Bank of New
York, as Trustee (filed as Exhibit 4(d) to Form 10-Q for the
quarter ended March 31, 1996, File No. 1-3548).
*4(h) - Agreement as to Expenses and Liabilities, dated as of March 20,
1996, relating to MP&L Capital I's 8.05% Cumulative Quarterly
Income Preferred Securities, between the Company and MP&L Capital
I (filed as Exhibit 4(e) to Form 10-Q for the quarter ended March
31, 1996, File No. 1-3548).
*4(i) - Officer's Certificate, dated March 20, 1996, establishing the
terms of the 8.05% Junior Subordinated Debentures, Series A, Due
2015 issued in connection with the 8.05% Cumulative Quarterly
Income Preferred Securities of MP&L Capital I (filed as Exhibit
4(i) to Form 10-K for the year ended December 31, 1996, File No.
1-3548).
*4(j) - Rights Agreement dated as of July 24, 1996, between Minnesota
Power & Light Company and the Corporate Secretary of Minnesota
Power & Light Company, as Rights Agent (filed as Exhibit 4 to Form
8-K dated August 2, 1996, File No. 1-3548).
*4(k) - Indenture, dated as of May 15, 1996, relating to the ADESA
Corporation's 7.70% Senior Notes, Series A, Due 2006, between
ADESA Corporation and The Bank of New York, as Trustee (filed as
Exhibit 4(k) to Form 10-K for the year ended December 31, 1996,
File No. 1-3548).
*4(l) - Guarantee of Minnesota Power & Light Company, dated as of May
30, 1996, relating to the ADESA Corporation's 7.70% Senior Notes,
Series A, Due 2006 (filed as Exhibit 4(l) to Form 10-K for the
year ended December 31, 1996, File No. 1-3548).
*4(m) - ADESA Corporation Officer's Certificate 1-D-1, dated May 30,
1996, relating to the ADESA Corporation's 7.70% Senior Notes,
Series A, Due 2006 (filed as Exhibit 4(m) to Form 10-K for the
year ended December 31, 1996, File No. 1-3548).
23(a) - Consent of Price Waterhouse LLP.
23(b) - Consent of Philip R. Halverson, Esq.
24 - Power of Attorney (see page II -10 and II -12).
- --------------------------
* Incorporated herein by reference as indicated.
Undertaking. The Company will submit or has submitted the Plan and any
amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and
has made or will make all changes required by the IRS in order to qualify the
Plan under Section 401 of the Internal Revenue Code.
II-8
<PAGE>
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (i) and (ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-9
<PAGE>
Power of Attorney
Each person whose signature appears below hereby authorizes any agent for
service named in this registration statement to execute in the name of each such
person, and to file with the Securities and Exchange Commission, any and all
amendments, including post-effective amendments, to the registration statement,
and appoints any such agent for service as attorney-in-fact to sign in each such
person's behalf individually and in each capacity stated below and file any such
amendments to the registration statement and the registrant hereby also appoints
each such agent for service as its attorney-in-fact with like authority to sign
and file any such amendments in its name and behalf.
Signatures
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Duluth and State of Minnesota on the 9th day of
May, 1997.
Minnesota Power & Light Company
(Registrant)
By Edwin L. Russell
---------------------------
Edwin L. Russell
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
EDWIN L. RUSSELL
- ------------------------------ Chairman, President, May 9, 1997
Edwin L. Russell Chief Executive Officer
and Director
D.G. GARTZKE
- ------------------------------ Senior Vice President- May 9, 1997
D.G. Gartzke Finance and
Chief Financial Officer
MARK A. SCHOBER
- ------------------------------ Controller May 9, 1997
Mark A. Schober
II-10
<PAGE>
Signature Title Date
--------- ----- ----
MERRILL K. CRAGUN Director May 9, 1997
- ------------------------------
Merrill K. Cragun
DENNIS E. EVANS Director May 9, 1997
- ------------------------------
Dennis E. Evans
PETER J. JOHNSON Director May 9, 1997
- ------------------------------
Peter J. Johnson
GEORGE L. MAYER Director May 9, 1997
- ------------------------------
George L. Mayer
PAULA F. MCQUEEN Director May 9, 1997
- ------------------------------
Paula F. McQueen
ROBERT S. NICKOLOFF Director May 9, 1997
- ------------------------------
Robert S. Nickoloff
JACK I. RAJALA Director May 9, 1997
- ------------------------------
Jack I. Rajala
AREND J. SANDBULTE Director May 9, 1997
- ------------------------------
Arend J. Sandbulte
NICK SMITH
- ------------------------------ Director May 9, 1997
Nick Smith
BRUCE W. STENDER Director May 9, 1997
- ------------------------------
Bruce W. Stender
DONALD C. WEGMILLER Director May 9, 1997
- ------------------------------
Donald C. Wegmiller
II-11
<PAGE>
Power of Attorney
The Plan hereby appoints the Agents for Service named in this registration
statement, and each of them severally, as its attorney-in-fact to sign in its
name and behalf and to file with the Securities and Exchange Commission, any and
all amendments, including post-effective amendments, to this registration
statement.
Signatures
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Employee Benefit Plans Committee has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Duluth and the State of Minnesota, on the 9th day of May, 1997.
Minnesota Power and Affiliated Companies
Supplemental Retirement Plan
By R.D. Edwards
-----------------------------------------
(R.D. Edwards, Chairman
Employee Benefit Plans Committee)
II-12
<PAGE>
Exhibit 23(a)
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 27, 1997, which appears on
page 23 of the 1996 Annual Report to Shareholders of Minnesota Power & Light
Company, which is incorporated by reference in Minnesota Power & Light Company's
Annual Report on Form 10-K for the year ended December 31, 1996. We also consent
to the incorporation by reference of our report on the Financial Statement
Schedule, which appears on page 32 of such Annual Report on Form 10-K. We also
consent to the incorporation by reference in the Registration Statement of our
report dated June 14, 1996, which appears on page 1 of the Annual Report on Form
11-K of the Minnesota Power and Affiliated Companies Supplemental Retirement
Plan for the year ended December 31, 1995. We also consent to the reference to
us under the heading "Experts" in such Registration Statement.
PRICE WATERHOUSE LLP
Price Waterhouse LLP
Minneapolis, Minnesota
May 8, 1997
<PAGE>
Exhibit 23(b)
Consent of General Counsel
The statements as to matters of law and legal conclusions under "Description of
Common Stock" and "Description of Preferred Share Purchase Rights" in this
Registration Statement on Form S-8 relating to the Minnesota Power and
Affiliated Companies Supplemental Retirement Plan and in the documents
incorporated in this Registration Statement by reference have been reviewed by
me and are set forth or incorporated by reference in this Registration Statement
by reference in reliance on my opinion as an expert. I hereby consent to the use
of my name in this Registration Statement.
PHILIP R. HALVERSON
Philip R. Halverson, Esq.
Duluth, Minnesota
May 8, 1997
