UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) May 11, 2006
(Exact Name of Registrant as Specified in its Charter)
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| Michigan
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001-32576
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32-0058047 |
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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| 29500 Orchard Hill Place, Suite 200
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48375 |
| Novi, Michigan |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(248) 374-7100
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Cautionary Language Concerning Forward-Looking Statements
This document and the exhibits hereto contain certain statements that describe our
management’s beliefs concerning future business conditions and prospects, growth opportunities and
the outlook for our business, including our business after the proposed acquisition transaction,
and the electricity transmission industry based upon information currently available. Such
statements are “forward-looking” statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Wherever possible, we have identified these forward-looking statements by
words such as “anticipates”, “believes”, “intends”, “estimates”, “expects”, “projects” and similar
phrases. These forward-looking statements are based upon assumptions our management believes are
reasonable. Such forward-looking statements are subject to risks and uncertainties which could
cause our actual results, performance and achievements to differ materially from those expressed
in, or implied by, these statements, including, among other things, the risks and uncertainties
disclosed in our annual report on Form 10-K and our quarterly reports on Form 10-Q filed with the
Securities and Exchange Commission from time to time.
Because our forward-looking statements are based on estimates and assumptions that are subject
to significant business, economic and competitive uncertainties, many of which are beyond our
control or are subject to change, actual results could be materially different and any or all of
our forward-looking statements may turn out to be wrong. They speak only as of the date made and
can be affected by assumptions we might make or by known or unknown risks and uncertainties. Many
factors mentioned in this document and the exhibits hereto and in our annual and quarterly reports
will be important in determining future results. Consequently, we cannot assure you that our
expectations or forecasts expressed in such forward-looking statements will be achieved. Actual
future results may vary materially. Except as required by law, we undertake no obligation to
publicly update any of our forward-looking or other statements, whether as a result of new
information, future events, or otherwise.
Item 7.01 Regulation FD Disclosure
On May 12, 2006, ITC Holdings Corp. will deliver a presentation that includes the slides filed
as Exhibit 99.1 to this Current Report on Form 8-K, which are incorporated by reference herein.
Copies of the slides used in the presentation include graphic images and are available for viewing
on our website located at www.itc-holdings.com, although we reserve the right to discontinue that
availability at any time.
The information contained in this Item 7.01 is not filed for purposes of the Securities
Exchange Act of 1934 and is not deemed incorporated by reference by any general statements
incorporating by reference this report or future filings into any filings under the Securities Act
of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the
Company specifically incorporates the information by reference. By including this Item 7.01
disclosure in the filing of this Current Report on Form 8-K and furnishing this information, we
make no admission as to the materiality of any information in this report that is required to be
disclosed solely by reason of Regulation FD.
Item 8.01 Other Events
On May 12, 2006, the Company issued a press release announcing that the Company had executed a
definitive agreement to acquire all of the outstanding equity interests in Michigan Electric
Transmission Company LLC (the “Press Release”). A copy of the Press Release is attached hereto as
Exhibit 99.2 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
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99.1
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Investor Presentation, dated May 12, 2006 |
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99.2
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Press Release, dated May 12, 2006 |