-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000066756-01-000004.txt : 20010123
<SEC-HEADER>0000066756-01-000004.hdr.sgml : 20010123
ACCESSION NUMBER:		0000066756-01-000004
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20010118
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20010119

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ALLETE
		CENTRAL INDEX KEY:			0000066756
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC & OTHER SERVICES COMBINED [4931]
		IRS NUMBER:				410418150
		STATE OF INCORPORATION:			MN
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	001-03548
		FILM NUMBER:		1512169

	BUSINESS ADDRESS:	
		STREET 1:		30 W SUPERIOR STREET
		CITY:			DULUTH
		STATE:			MN
		ZIP:			55802-2093
		BUSINESS PHONE:		2182795000

	MAIL ADDRESS:	
		STREET 1:		30 W SUPERIOR STREET
		CITY:			DULUTH
		STATE:			MN
		ZIP:			55802-2093

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MINNESOTA POWER INC
		DATE OF NAME CHANGE:	19980603

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MINNESOTA POWER & LIGHT CO
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>

                       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>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>ALLETE 2000 EARNINGS RELEASE
<TEXT>

<PAGE>
                                                                      Exhibit 99


                                         For Release:          January 18, 2001
                                         Contact:              Eric Olson
          [ALLETE LOGO]                                        218-723-3947
                                                               eolson@allete.com

                                         Investor contact:     Tim Thorp
          NEWS                                                 218-723-3953
                                                               tthorp@allete.com


                  ALLETE SURPASSES GOAL FOR GROWTH DURING 2000
                  --------------------------------------------

ALLETE (NYSE:  ALE) today announced 2000 operating net income of $118.2 million,
compared with $104.2 million in 1999  resulting in operating  earnings per share
of $1.67 versus $1.49.  Reported  earnings per share rose to $2.11 from 97 cents
last year,  taking into account the now completed  transactions  relating to the
company's investment in ACE Limited and Capital Re.

"We  exceeded  the  company-wide  goals for growth we set for  ourselves  at the
beginning  of 2000," said Ed  Russell,  ALLETE  chief  executive  officer.  "Our
operating  earnings  per share  increased  by 12 percent,  beating our  original
target  of 10  percent.  We're  pleased  with  our  earnings  per  share  growth
performance and our objective is to do as well or better in 2001."

Net income from  automotive  services rose by $8.6 million for the year,  led by
strong volume growth at both Automotive Finance  Corporation and ADESA auctions.
AFC saw a 14 percent increase in vehicles  financed while the number of vehicles
sold at ADESA auction sites increased by 27 percent in 2000.

Net income grew by $2.5  million in  ALLETE's  investments  segment,  reflecting
strong sales at the  company's  Florida  real estate  business.  Water  services
showed  gains as well,  increasing  net  income by $.9  million  while  adding 7
percent to its overall  customer base, with water  consumption up 12 percent for
the year. Net income from energy services fell $1.9 million in 2000, due largely
to lower  wholesale  power  marketing  margins  from milder  than usual  weather
conditions during the summer months.

"It's  important  to keep in mind that the  diversified  nature  of our  company
includes businesses that deal with basic necessities such as cars,  electricity,
and water--items  that people need and use every day," Russell said. "We believe
that gives ALLETE  shareholders a sound long-term  investment even when domestic
economic forecasts may not be so strong," Russell added.

                                     -more-

                              [LOGO] recycled paper
            ALLETE - 30 West Superior Street, Duluth, Minnesota 55802
                                 www.allete.com

<PAGE>


ALLETE News Release                                                       Page 2
- --------------------------------------------------------------------------------

<PAGE>

     ALLETE's  fourth  quarter  operating  net income for 2000 was $19  million,
     compared  to $22.8  million in 1999.  Investments  net income was down $8.7
     million  for the  quarter  due to large  real  estate  sales  and  emerging
     technology  investment  gains that occurred in the fourth  quarter of 1999.
     Energy services showed gains due to increased  retail sales in all customer
     classes and  stringent  cost  reductions,  while  automotive  services' net
     income for the quarter  declined by $2.1 million.  A temporary  slowdown in
     auction  sales volume and unusually bad weather,  which  affected  multiple
     auction  sites in December,  resulted in reduced  sales during the quarter.
     Overall, ALLETE's fourth quarter earnings were 27 cents per share, compared
     to 32 cents in 1999.

     ALLETE is a multi-services  company with corporate  headquarters in Duluth,
     Minnesota.   ALLETE's   holdings  include  the  second  largest   wholesale
     automobile  auction  network in North  America;  the  leading  provider  of
     independent  auto dealer  inventory  financing;  the largest  private water
     utilities in Florida and North Carolina;  significant  real estate holdings
     in Florida; and a low-cost electric utility that serves some of the largest
     industrial customers in the United States.

     The  statements  contained in this release and  statements  that ALLETE may
     make orally in connection  with this release that are not historical  facts
     are forward-looking  statements.  Actual results may differ materially from
     those projected in the forward-looking  statements.  These  forward-looking
     statements  involve risks and  uncertainties  and investors are directed to
     the risks  discussed in documents  filed by ALLETE with the  Securities and
     Exchange Commission.

                                       ###

















                              [LOGO] recycled paper
            ALLETE - 30 West Superior Street, Duluth, Minnesota 55802
                                 www.allete.com



<PAGE>


ALLETE News Release                                                       Page 3
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                              ALLETE
                                                 Consolidated Statement of Income
                                         For the Periods Ended December 31, 2000 and 1999
                                                 Millions Except Per Share Amounts

                                                                                   Quarter Ended                  Year to Date
                                                                                 2000         1999              2000         1999
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>          <C>              <C>          <C>
Operating Revenue
     Energy Services                                                           $ 162.9      $ 132.2         $    589.5   $    554.5
     Automotive Services                                                         159.8        100.3              546.4        406.6
     Water Services                                                               28.7         27.5              118.6        112.9
     Investments                                                                   7.4         26.9               77.4         57.8
- ------------------------------------------------------------------------------------------------------------------------------------
         Total Operating Revenue                                                 358.8        286.9            1,331.9      1,131.8
- ------------------------------------------------------------------------------------------------------------------------------------

Operating Expenses
     Fuel and Purchased Power                                                     62.3         45.4              229.0        200.2
     Operations                                                                  241.9        190.6              842.6        705.9
     Interest Expense                                                             22.0         15.8               69.2         59.5
- ------------------------------------------------------------------------------------------------------------------------------------
         Total Operating Expenses                                                326.2        251.8            1,140.8        965.6
- ------------------------------------------------------------------------------------------------------------------------------------
Operating Income Before Capital Re and ACE                                        32.6         35.1              191.1        166.2

Income (Loss) from Investment in Capital Re and
     Related Disposition of ACE                                                      -        (19.0)              48.0        (34.5)
- ------------------------------------------------------------------------------------------------------------------------------------
Operating Income                                                                  32.6         16.1              239.1        131.7

Distributions on Redeemable
     Preferred Securities of Subsidiary                                            1.5          1.5                6.0          6.0
Income Tax Expense                                                                12.1          3.9               84.5         57.7
- ------------------------------------------------------------------------------------------------------------------------------------
Net Income                                                                     $  19.0      $  10.7         $    148.6   $     68.0
- ------------------------------------------------------------------------------------------------------------------------------------

Average Shares of Common Stock
     Basic                                                                        70.3         69.0               69.8         68.4
     Diluted                                                                      70.6         69.3               70.1         68.7

Earnings Per Share of Common Stock
     Basic                                                                       $0.27        $0.15              $2.12        $0.97
     Diluted                                                                     $0.27        $0.15              $2.11        $0.97

Dividends Per Share of Common Stock                                            $0.2675      $0.2675              $1.07        $1.07
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

                                     ALLETE
                           Consolidated Balance Sheet
                For the Periods Ended December 31, 2000 and 1999
                                    Millions


                                                 2000          1999
- -----------------------------------------------------------------------
<S>                                            <C>           <C>
Assets
Current Assets                                 $  731.0      $  564.5
Property, Plant and Equipment                   1,479.7       1,258.8
Investments                                       116.4         197.2
Goodwill                                          472.8         181.0
Other                                             114.1         111.1
- -----------------------------------------------------------------------
Total Assets                                   $2,914.0      $2,312.6
- -----------------------------------------------------------------------


                                                 2000          1999
- -----------------------------------------------------------------------
<S>                                            <C>           <C>
Liabilities and Stockholders' Equity
Current Liabilities                            $  707.0      $  398.3
Long-Term Debt                                    952.3         712.8
Other Liabilities                                 278.9         289.2
Mandatorily Redeemable Preferred
  Securities of ALLETE Capital I                   75.0          75.0
Redeemable Serial Preferred Stock                     -          20.0
Stockholders' Equity                              900.8         817.3
- -----------------------------------------------------------------------
Total Liabilities and Stockholders' Equity     $2,914.0      $2,312.6
- -----------------------------------------------------------------------
</TABLE>



                              [LOGO] recycled paper
            ALLETE - 30 West Superior Street, Duluth, Minnesota 55802
                                 www.allete.com


<PAGE>

ALLETE News Release                                                       Page 4
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                          Quarter Ended                         Year to Date
                                                                          December 31,                          December 31,
ALLETE                                                               2000              1999                2000               1999
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                <C>                 <C>                <C>
Net Income
Millions

   Energy Services                                                  $11.7              $ 6.8               $ 43.1            $ 45.0
   Automotive Services                                                6.5                8.6                 48.5              39.9
   Water Services                                                     2.8                2.6                 13.1              12.2
   Investments                                                        2.6               11.3                 29.3              26.8
   Corporate Charges                                                 (4.6)              (6.5)               (15.8)            (19.7)
- ------------------------------------------------------------------------------------------------------------------------------------
     Net Income Before Capital Re and ACE                            19.0               22.8                118.2             104.2

   Capital Re and ACE Transactions *                                    -              (12.1)                30.4             (36.2)
- ------------------------------------------------------------------------------------------------------------------------------------
     Net Income                                                     $19.0             $ 10.7               $148.6            $ 68.0
- ------------------------------------------------------------------------------------------------------------------------------------
Diluted Earnings Per Share
   Before Capital Re and ACE Transactions                           $0.27             $ 0.32                $1.67            $ 1.49
   Capital Re and ACE Transactions *                                    -              (0.17)                0.44             (0.52)
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                    $0.27             $ 0.15                $2.11            $ 0.97
- ------------------------------------------------------------------------------------------------------------------------------------
     * In May 2000 ALLETE sold its  investment  in ACE Limited  (ACE) common  stock,  which  resulted in an after-tax  gain of $30.4
million,  or $0.44 per share.  The ACE shares  were  received in  December  1999 upon  completion  of ACE's  merger with  Capital Re
Corporation  (Capital Re). During 1999 ALLETE recorded an aggregate $36.2 million,  or $0.52 per share after-tax  non-cash charge in
connection with the valuation and exchange of its investment in Capital Re stock for the ACE shares,  including a $24.1 million,  or
$0.35 per share charge in the second quarter.
</TABLE>

<TABLE>
<CAPTION>
                                                                          Quarter Ended                         Year to Date
                                                                          December 31,                          December 31,
Statistical Data                                                     2000              1999                2000               1999
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                <C>                 <C>                <C>
Corporate
     Common Stock
         High                                                       $25.50             $18.69               $25.50           $22.09
         Low                                                        $20.13             $16.00               $14.75           $16.00
         Close                                                      $24.81             $16.94               $24.81           $16.94

     Book Value                                                     $12.06             $10.97               $12.06           $10.97

Energy Services
     Millions of Kilowatthours Sold

         Retail
              Residential                                            248.8              234.2                980.1            957.3
              Commercial                                             272.3              258.3              1,207.9          1,156.7
              Industrial                                           1,699.7            1,709.1              7,193.7          6,768.9
              Other                                                   18.8               20.5                 76.1             77.8
         Resale                                                      655.7              620.2              2,272.9          2,365.6
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                   2,895.3            2,842.3             11,730.7         11,326.3
Automotive Services
         Vehicles Sold                                             380,000            232,000            1,319,000        1,037,000
         Vehicles Financed                                         200,000            186,000              795,000          695,000
         EBITDAL (Millions) **                                       $36.9              $25.5               $154.0           $114.6

Water Services
     Millions of Gallons Billed

     Florida Water Services
         Water                                                     4,653.9            3,922.6             19,310.0         17,251.4
         Wastewater                                                1,378.4            1,180.9              5,385.6          4,869.8

     Heater Utilities
         Water                                                       818.4              717.7              3,425.2          3,045.5

** Earnings Before Interest, Taxes, Depreciation, Amortization and Lease Expense
</TABLE>
                           [LOGO] recycled paper
        ALLETE - 30 West Superior Street, Duluth, Minnesota 55802
                              www.allete.com



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