-----BEGIN PRIVACY-ENHANCED MESSAGE-----
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<SEC-DOCUMENT>0000066756-02-000042.txt : 20020719
<SEC-HEADER>0000066756-02-000042.hdr.sgml : 20020719
<ACCEPTANCE-DATETIME>20020719114438
ACCESSION NUMBER:		0000066756-02-000042
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020719
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020719

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ALLETE INC
		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:		1934 Act
		SEC FILE NUMBER:	001-03548
		FILM NUMBER:		02706320

	BUSINESS ADDRESS:	
		STREET 1:		30 W SUPERIOR ST
		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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ALLETE
		DATE OF NAME CHANGE:	20000901
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>r8k719rel.txt
<TEXT>
<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 19, 2002







                                  ALLETE, 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 7.  FINANCIAL STATEMENTS AND EXHIBITS

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

 Exhibit
 Number
 -------

   99     -     ALLETE News Release dated July 19, 2002.







                      ALLETE Form 8-K dated July 19, 2002                      1
<PAGE>


                              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,  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 Private  Securities  Litigation Reform Act of 1995) made by or on
behalf of ALLETE in this 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,"
"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,   risks   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 or outcomes to differ materially from those contained in forward-looking
statements:

 -  war and acts of terrorism;
 -  prevailing governmental  policies and regulatory actions, including those of
    the  United  States  Congress,   state  legislatures,   the  Federal  Energy
    Regulatory  Commission,  the  Minnesota  Public  Utilities  Commission,  the
    Florida Public Service Commission,  the North Carolina Utilities Commission,
    the Public Service  Commission of Wisconsin and various  county  regulators,
    about  allowed  rates of return,  financings,  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  transmission  costs)  as  well as  general
    vehicle-related laws, including vehicle brokerage and auction laws;
 -  unanticipated impacts of restructuring initiatives in the electric industry;
 -  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;
 -  the  effects  of  competition, including  the  competition  for  retail  and
    wholesale customers, as well as suppliers and purchasers of vehicles;
 -  pricing and transportation of commodities;
 -  market demand, including structural market changes;
 -  changes in tax rates or policies or in rates of inflation;
 -  unanticipated project delays or changes in project costs;
 -  unanticipated changes in operating expenses and capital expenditures;
 -  capital market conditions;
 -  competition for economic expansion or development opportunities;
 -  our ability to manage expansion and integrate recent acquisitions; and
 -  legal and  administrative  proceedings   (whether  civil  or  criminal)  and
    settlements that affect the business and profitability of ALLETE.

Any forward-looking statement speaks only as of the date on which that 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 those  factors,  nor can it assess  the  impact of each of those
factors  on the  businesses  of ALLETE or the  extent  to which any  factor,  or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statement.


2                     ALLETE Form 8-K dated July 19, 2002

<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, Inc.





July 19, 2002                                      James K. Vizanko
                                      ------------------------------------------
                                                   James K. Vizanko
                                        Vice President, Chief Financial Officer
                                                     and Treasurer



                      ALLETE Form 8-K dated July 19, 2002                      3

<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number
- --------------------------------------------------------------------------------


    99            ALLETE News Release dated July 19, 2002











                      ALLETE Form 8-K dated July 19, 2002


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>r8k719nr.txt
<TEXT>
<PAGE>
                                                                      Exhibit 99
[ALLETE LOGO]


                                             For Release:   July 19, 2002
                                             Contact:       Eric Olson
                                                            218-723-3947
                                                            eolson@allete.com
NEWS
                                            Investor        Tim Thorp
                                            Contact:        218-723-3953
                                                            tthorp@allete.com

                     ALLETE REPORTS SECOND-QUARTER EARNINGS
                     --------------------------------------

Duluth, Minn. -- ALLETE, Inc. (NYSE: ALE) today reported earnings of 47 cents
per share for the second quarter of 2002. Net income was $38.8 million on
quarterly operating revenue of $376.7 million. Excluding exit charges related to
the vehicle transport businesses, earnings were 50 cents per share for the
quarter. In the second quarter of 2001, ALLETE reported $42.5 million of net
income on operating revenue of $405.1 million, and earnings per share of 57
cents. Last year's results included the largest real estate transaction in
company history.

"We remain bullish on our core businesses," said David Gartzke, ALLETE Chairman,
President, and CEO. "We remain committed to our strategy that looks for
ways to increase the value of our company."

Earnings from AUTOMOTIVE SERVICES increased by $8.7 million in the quarter
compared with the second quarter of 2001. The 42 percent earnings increase came
from mandated goodwill accounting changes, lower interest expense and increased
auction efficiency. The receivables portfolio at Automotive Finance Corporation
rose by 12 percent for the quarter compared with last year.

ENERGY SERVICES earnings for the quarter were about the same as last year. While
total kilowatt-hour sales were higher than in the second quarter of 2001, weak
prices in the wholesale energy market contributed to flat earnings.

For the second quarter, ALLETE recorded a loss of $5.7 million in INVESTMENTS
AND CORPORATE CHARGES, compared with $9.2 million in income during the same
period last year. During the second quarter of 2001, the company realized an
$11.1 million gain on its largest real estate transaction ever. Difficult market
conditions in the second quarter of 2002 contributed to less than acceptable
returns from ALLETE's securities portfolio, which will be liquidated to
eliminate future exposure to market uncertainties. Proceeds from this
liquidation will be used to reduce the company's debt balance.

WATER SALE UPDATE
- -----------------

The company remains engaged in discussions relating to the proposed sale of
ALLETE Water Services. The Florida Governmental Utility Authority has informed
us it may not be taking any action regarding its potential purchase of Florida
Water Services assets until September. Meanwhile, ALLETE continues to examine
other opportunities for the sale of Florida Water. ALLETE has hired an
investment banker to facilitate the sale of Heater Utilities and Georgia Water
Services. That sale process is now in progress. The company expects to close
both transactions in late 2002 or early 2003.

                                     (more)

<PAGE>
ALLETE NEWS RELEASE                                                       PAGE 2
- --------------------------------------------------------------------------------

EARNINGS GUIDANCE
- -----------------

ALLETE is revising its earnings-per-share estimate for 2002 to be in the $2.00
to $2.10 range excluding the 5 cents of year-to-date exit charges as well as any
gain from the sale of Water Services assets. This estimate reflects year-to-date
performance, the planned liquidation of the securities portfolio, operating
losses incurred prior to the exit from the vehicle transport business, and lower
wholesale power prices for the year. The company continues to expect that
Automotive Services will grow earnings by 30 percent in 2002 over 2001.

ALLETE's corporate headquarters are located in Duluth, Minnesota. ALLETE's
holdings include ADESA, the second largest wholesale vehicle auction network in
North America; AFC, the leading provider of independent auto dealer inventory
financing; Minnesota Power, a low-cost electric utility that serves some of the
largest industrial customers in the United States; and Florida real estate
investments. For more information about ALLETE, visit the company's Web site at
www.allete.com.

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, INC.
                                                  CONSOLIDATED STATEMENT OF INCOME
                                            FOR THE PERIODS ENDED JUNE 30, 2002 AND 2001
                                                  Millions Except Per Share Amounts

                                                                                QUARTER ENDED                     YEAR TO DATE
                                                                            2002             2001             2002            2001
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>              <C>              <C>             <C>
OPERATING REVENUE
     Energy Services                                                      $  154.1         $ 147.5          $  297.0        $ 306.5
     Automotive Services                                                     217.6           214.7             431.1          419.6
     Investments                                                               5.0            42.9              21.6           55.9
- ------------------------------------------------------------------------------------------------------------------------------------

         Total Operating Revenue                                             376.7           405.1             749.7          782.0
- ------------------------------------------------------------------------------------------------------------------------------------

OPERATING EXPENSES
     Fuel and Purchased Power                                                 59.2            56.8             108.6          119.2
     Operations                                                              244.5           262.2             495.8          505.0
     Interest                                                                 16.2            18.8              32.1           38.1
- ------------------------------------------------------------------------------------------------------------------------------------

         Total Operating Expenses                                            319.9           337.8             636.5          662.3
- ------------------------------------------------------------------------------------------------------------------------------------

OPERATING INCOME FROM CONTINUING OPERATIONS                                   56.8            67.3             113.2          119.7

DISTRIBUTIONS ON REDEEMABLE
     PREFERRED SECURITIES OF ALLETE CAPITAL I                                  1.5             1.5               3.0            3.0

INCOME TAX EXPENSE                                                            22.1            26.3              43.6           46.5
- ------------------------------------------------------------------------------------------------------------------------------------

INCOME FROM CONTINUING OPERATIONS                                             33.2            39.5              66.6           70.2

INCOME FROM DISCONTINUED OPERATIONS                                            5.6             3.0               7.4            5.2
- ------------------------------------------------------------------------------------------------------------------------------------

NET INCOME                                                                $   38.8         $  42.5          $   74.0        $  75.4
- ------------------------------------------------------------------------------------------------------------------------------------

AVERAGE SHARES OF COMMON STOCK
     Basic                                                                    81.0            73.7              80.7           72.7
     Diluted                                                                  81.7            74.3              81.3           73.3
- ------------------------------------------------------------------------------------------------------------------------------------

EARNINGS PER SHARE OF COMMON STOCK
     Basic   - Continuing Operations                                         $0.41           $0.54             $0.83          $0.97
               Discontinued Operations                                        0.07            0.04              0.09           0.07
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                             $0.48           $0.58             $0.92          $1.04
- ------------------------------------------------------------------------------------------------------------------------------------

     Diluted - Continuing Operations                                         $0.40           $0.53             $0.82          $0.96
               Discontinued Operations                                        0.07            0.04              0.09           0.07
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                             $0.47           $0.57             $0.91          $1.03
- ------------------------------------------------------------------------------------------------------------------------------------

DIVIDENDS PER SHARE OF COMMON STOCK                                         $0.275         $0.2675             $0.55         $0.535
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                  ALLETE, INC.
                           CONSOLIDATED BALANCE SHEET
                                    Millions

                                                        JUN. 30,     DEC. 31,
                                                          2002         2001
- --------------------------------------------------------------------------------
<S>                                                    <C>          <C>
ASSETS
Current Assets                                         $  958.1     $   909.9
Property, Plant and Equipment                           1,368.6       1,323.3
Investments                                               129.2         141.0
Goodwill                                                  501.0         494.4
Other                                                     114.7         103.6
Discontinued Operations                                   330.3         310.3
- --------------------------------------------------------------------------------
TOTAL ASSETS                                           $3,401.9     $ 3,282.5
- --------------------------------------------------------------------------------

<CAPTION>
                                                        JUN. 30,     DEC. 31,
                                                          2002         2001
- --------------------------------------------------------------------------------
<S>                                                    <C>          <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities                                    $  753.9     $   704.5
Long-Term Debt                                            935.2         933.8
Other Liabilities                                         266.9         270.5
Discontinued Operations                                   160.7         154.9
Mandatorily Redeemable Preferred
  Securities of ALLETE Capital I                           75.0          75.0
Shareholders' Equity                                    1,210.2       1,143.8
- --------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY             $3,401.9      $3,282.5
- --------------------------------------------------------------------------------
</TABLE>

<PAGE>
ALLETE NEWS RELEASE                                                       PAGE 4
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                                          QUARTER ENDED                           YEAR TO DATE
                                                                            JUNE 30,                                JUNE 30,
ALLETE, INC.                                                          2002             2001                     2002          2001
- ------------------------------------------------------------------------------------------------------------------------------------
NET INCOME
Millions
<S>                                                                  <C>              <C>                      <C>           <C>
   Energy Services                                                   $ 9.7            $ 9.8                    $18.8         $22.2
   Automotive Services <F1>                                           29.2             20.5                     53.9          38.6
   Investments and Corporate Charges                                  (5.7)             9.2                     (6.1)          9.4
- ------------------------------------------------------------------------------------------------------------------------------------
   Income from Continuing Operations                                  33.2             39.5                     66.6          70.2
   Income from Discontinued Operations <F2>                            5.6              3.0                      7.4           5.2
- ------------------------------------------------------------------------------------------------------------------------------------

     Net Income                                                      $38.8            $42.5                    $74.0         $75.4
- ------------------------------------------------------------------------------------------------------------------------------------


DILUTED EARNINGS PER SHARE

   Continuing Operations                                             $0.40            $0.53                    $0.82         $0.96
   Discontinued Operations <F2>                                       0.07             0.04                     0.09          0.07
- ------------------------------------------------------------------------------------------------------------------------------------

                                                                     $0.47            $0.57                    $0.91         $1.03
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
<F1> Included a $0.8 million, or  $0.01 per  share, charge  related to the exit from ALLETE's Canadian auto transport business.

<F2> Discontinued operations  included  the  operating results of ALLETE's Water Services businesses,  the Great Rigs auto transport
     company and the Electric  Odyssey retail  business.  For the six months ended June 30, 2002,  ALLETE included $3.1 million,  or
     $0.04 per share,  in charges to complete  the exit from the auto  transport  company and the retail  business.  A total of $2.3
     million, or $0.02 per share, was reported during the first quarter of 2002.
</FN>
</TABLE>


<TABLE>
<CAPTION>


                                                                          QUARTER ENDED                           YEAR TO DATE
                                                                            JUNE 30,                                JUNE 30,
ALLETE, INC.                                                          2002            2001                     2002           2001
- ------------------------------------------------------------------------------------------------------------------------------------
STATISTICAL DATA

<S>                                                                  <C>             <C>                    <C>              <C>
CORPORATE
     Common Stock
         High                                                         $31.10          $26.13                   $31.10         $26.13
         Low                                                          $27.09          $22.04                   $24.25         $20.19
         Close                                                        $27.10          $22.50                   $27.10         $22.50

     Book Value                                                       $14.21          $13.40                   $14.21         $13.40

ENERGY SERVICES
     Millions of Kilowatthours Sold

         Regulated
              Retail
                Residential                                            232.8           217.6                    518.6          511.7
                Commercial                                             295.1           288.3                    609.6          606.9
                Industrial                                           1,755.2         1,714.9                  3,405.0        3,322.0
                Other                                                   17.8            17.8                     37.6           37.2
              Resale                                                   400.8           404.5                    843.7        1,074.4
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                     2,701.7         2,643.1                  5,414.5        5,552.2
         Merchant                                                      197.1               -                    242.8              -
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                     2,898.8         2,643.1                  5,657.3        5,552.2

AUTOMOTIVE SERVICES
         Vehicles Sold
              Wholesale                                              454,000         458,000                  915,000        924,000
              Total Loss                                              47,000          34,000                   94,000         69,000
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                     501,000         492,000                1,009,000        993,000

         Conversion Rate - Wholesale Vehicles                          59.7%           58.5%                    62.6%          61.0%

         Vehicles Financed                                           241,000         232,000                  478,000        453,000

         EBITDAL (Millions)<F1>                                        $68.0           $60.2                   $128.7         $117.7

- ---------------
<FN>
<F1> Earnings Before Interest, Taxes, Depreciation, Amortization and Lease Expense
</FN>
</TABLE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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