
<PAGE>
                       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) - July 24, 1996




                         Minnesota Power & Light Company

                             A Minnesota Corporation
                           Commission File No. 1-3548
                   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.

         On July 24, 1996,  the Board of  Directors  of Minnesota  Power & Light
Company (the "Company")  declared a dividend  distribution of one Right for each
outstanding  share of common stock,  without par value (the "Common Stock"),  of
the Company 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 "Preferred  Stock"), at a price of $90
per one one-hundredth share (the "Purchase Price"),  subject to adjustment.  The
terms of the  Rights are set forth in a Rights  Agreement  (the  "Rights  Plan")
between  the Company  and the  Secretary  of the  Company,  currently  Philip R.
Halverson,  as Rights  Agent,  included as an exhibit to this Current  Report on
Form 8-K. The  description  of the Rights set forth below does not purport to be
complete and is qualified in its entirety by reference to the Rights Plan.

         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% 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  of the Company  (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% 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  ("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  Preferred  Stock 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  Preferred  Stock have
received a  liquidation  preference  of $100 per share,  plus accrued and unpaid
dividends.  Holders of the Preferred  Stock will be entitled to notice of and to
vote at any  meeting  of the Company's  shareholders.  Each  whole  share of
Preferred  Stock is  entitled to one vote.  Such  shares do not have  cumulative
voting rights.  The Preferred  Stock,  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 Preferred Stock 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 Preferred 
Stock are not redeemable by the Company.

                                     - 1 -

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         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% 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  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% 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% 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 Preferred Stock
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 Preferred Stock or the
Common Stock, or a reverse split of the outstanding shares of Preferred Stock 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% or more of the  outstanding
Common Stock and prior to the acquisition by such person or group of 50% 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 1% in
the Purchase Price. The Company will not be required to issue fractional  shares
of Preferred  Stock or Common  Stock  (other than  fractions in multiples of one
one-hundredths  of a  share  of  Preferred  Stock)  and,  in  lieu  thereof,  an
adjustment in cash may be made based on the market price of the Preferred  Stock
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.

                                     - 2 -

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         Issuance of Preferred Stock 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.

         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.

         As of July 24,  1996,  there  were  31,935,547  shares of Common  Stock
outstanding.  Each share of Common Stock  outstanding on and after July 24, 1996
will receive one Right.  One million shares of Preferred  Stock will be reserved
for issuance in the event of exercise of the 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.



Item 7.  Financial Statements and Exhibits

           Financial Statements

                None

           Exhibits

                4      - 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

                                     - 3 -
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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
                                           -------------------------------------
                                                      (Registrant)





August 2, 1996                                        Mark A. Schober
                                           -------------------------------------
                                                      Mark A. Schober
                                                    Corporate Controller

                                     - 4 -


