ALLETE
8-K, 2001-01-19
ELECTRIC & OTHER SERVICES COMBINED
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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 18, 2001







                                     ALLETE
                 (legally incorporated as Minnesota Power, Inc.)


                             A Minnesota Corporation
                           Commission File No. 1-3548
                   IRS Employer Identification No. 41-0418150
                             30 West Superior Street
                          Duluth, Minnesota 55802-2093
                           Telephone - (218) 279-5000

<PAGE>


ITEM 5.  OTHER EVENTS.

Reference  is made to the 1999  Form  10-K of ALLETE  (legally  incorporated  as
Minnesota  Power,  Inc.) for background  information  on the following  updates.
Unless otherwise indicated, cited references are to ALLETE's 1999 Form 10-K.


Ref. Page 12 - Third Full Paragraph


On  January  18,  2001  ALLETE and ADESA  Corporation  (ADESA),  a wholly  owned
subsidiary of ALLETE, purchased all of the outstanding stock of ComSearch,  Inc.
and all of the assets of Auto Placement Center, Inc. (APC), respectively,  in an
overall  transaction  valued  at  $62.4 million.  APC and  ComSearch's  combined
revenue for 2000 was approximately $38 million.

ADESA's  acquisition of APC, a Rhode  Island-based auto salvage auction company,
includes eight salvage auctions.  The eight auctions are located in Albany,  New
York;  Manchester,  New Hampshire;  East Providence,  Rhode Island; Saco, Maine;
Clinton,  Maine;  Taunton,  Massachusetts;  Newburgh,  New York and  Burlington,
Vermont.  Salvage auctions provide  remarketing  services primarily to insurance
companies for their "total loss" vehicles.

ComSearch,  Inc.,  also based in Rhode  Island,  provides  Internet-based  parts
location and insurance adjustment audit services nationwide.

ALLETE's $438 million  investment in new vehicle auction  facilities during 2000
followed by this  $62.4 million  purchase are expected to contribute to ALLETE's
corporate  goal of 12 percent  growth in  operating  earnings in 2001.  Earnings
growth from ALLETE's Automotive Services segment is expected to increase by over
40 percent in 2001.




ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

The following exhibit of ALLETE is filed herewith in accordance with Item 601 of
Regulation S-K:

    Exhibit
    Number

      99   -   ALLETE News Release dated January 18, 2001.

                                    -1-


                              SAFE HARBOR STATEMENT
           UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

In  connection  with  the  safe  harbor  provisions  of the  Private  Securities
Litigation  Reform Act of 1995 (Reform Act),  ALLETE is hereby filing cautionary
statements  identifying  important  factors  that could  cause  ALLETE's  actual
results to differ materially from those projected in forward-looking  statements
(as such term is defined  in the  Reform  Act) made by or on behalf of ALLETE in
this quarterly report on Form 8-K, in presentations, in response to questions or
otherwise.   Any  statements  that  express,   or  involve  discussions  as  to,
expectations,  beliefs,  plans,  objectives,  assumptions  or  future  events or
performance (often, but not always,  through the use of words or phrases such as
"anticipates,"   "believes,"   "estimates,"   "expects,"   "intends,"   "plans,"
"predicts,"  "projects,"  "will  likely  result,"  "will  continue,"  or similar
expressions) are not statements of historical facts and may be forward-looking.

Forward-looking statements involve estimates, assumptions, and uncertainties and
are  qualified in their  entirety by reference to, and are  accompanied  by, the
following   important   factors,   which  are  difficult  to  predict,   contain
uncertainties,  are beyond the control of ALLETE and may cause actual results to
differ materially from those contained in forward-looking statements:

       -  prevailing governmental  policies and regulatory actions, including
          those of Congress,  state legislatures,  the FERC, the MPUC, the FPSC,
          the NCUC,  the PSCW and various  county  regulators,  with  respect to
          allowed rates of return, industry and rate structure,  acquisition and
          disposal of assets and facilities, operation and construction of plant
          facilities,  recovery of purchased power and capital investments,  and
          present or prospective wholesale and retail competition (including but
          not limited to retail wheeling and transmission costs);

       -  economic  and  geographic  factors  including  political  and economic
          risks;

       -  changes in and  compliance  with  environmental  and  safety  laws and
          policies;

       -  weather conditions;

       -  population growth rates and demographic patterns;

       -  competition for retail and wholesale customers;

       -  pricing and transportation of commodities;

       -  market demand, including structural market changes;

       -  changes in tax rates or policies or in rates of inflation;

       -  changes in project costs;

       -  unanticipated changes in operating expenses and capital expenditures;

       -  capital market conditions;

       -  competition for new energy development opportunities; and

       -  legal and administrative  proceedings  (whether civil or criminal) and
          settlements that influence the business and profitability of ALLETE.

Any forward-looking statement speaks only as of the date on which such statement
is made,  and ALLETE  undertakes  no  obligation  to update any  forward-looking
statement  to  reflect  events or  circumstances  after  the date on which  that
statement is made or to reflect the  occurrence  of  unanticipated  events.  New
factors  emerge  from  time to time and it is not  possible  for  management  to
predict  all of these  factors,  nor can it assess  the  impact of each of these
factors on the  business or the extent to which any  factor,  or combination of
factors,  may cause  results to differ  materially  from those  contained in any
forward-looking statement.


                                      -2-

<PAGE>


                                   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.





                                                   ALLETE
                              (legally incorporated as Minnesota Power, Inc.)




January 19, 2001                                D. G. Gartzke
                             ---------------------------------------------------
                                                D. G. Gartzke
                                       Senior Vice President - Finance
                                         and Chief Financial Officer


                                      -3-
<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number

   99    -   ALLETE News Release dated January 18, 2001


<PAGE>



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