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Prospectus ITC HOLDINGS - 1-31-2013 by ITC-Agreements

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									                                   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): January 28, 2013


                                                  ITC HOLDINGS CORP.
                                             (Exact Name of Registrant as Specified in its Charter)

                                                     Commission File Number: 001-32576

                              Michigan                                                                32-0058047
                       (State of Incorporation)                                              (IRS Employer Identification No.)

                                                 27175 Energy Way, Novi, Michigan 48377
                                               (Address of principal executive offices) (zip code)

                                                                 (248) 946-3000
                                              (Registrant’s telephone number, including area code)

                                                             Not Applicable
                                         (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:

      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.

          On January 28, 2013, ITC Holdings Corp., a Michigan corporation (“ ITC ”), entered into Amendment No. 2 (the “ Amendment ”) to
that certain Merger Agreement, dated December 4, 2011, as amended by Amendment No. 1 to the Merger Agreement, dated September 21,
2012 (collectively, the “ Merger Agreement ”), among Entergy Corporation, a Delaware corporation (“ Entergy ”), Mid South TransCo LLC, a
Delaware limited liability company and presently a wholly owned subsidiary of Entergy (“ TransCo ”), and ITC Midsouth LLC (formerly
known as Ibis Transaction Subsidiary LLC), a Delaware limited liability company and a direct wholly owned subsidiary of ITC.

          Provisions of the Business Corporation Act of the State of Michigan (the “ MBCA ”) regarding the availability of dissenters’ rights for
shareholders of a Michigan corporation in connection with transactions like the merger contemplated by the Merger Agreement were recently
amended to eliminate such rights. As a result of such changes, holders of ITC common stock as of the record date of the special meeting of
shareholders at which approval of the merger will be considered and who may have otherwise been entitled to dissenters’ rights will not be
entitled to dissenters’ rights under the MBCA as amended. The Amendment amends the Merger Agreement to reflect these recent changes to
the MBCA.

          The preceding summary is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 2.1
and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
 No.                                                                              Description


     2.1         Amendment No. 2 to the Merger Agreement, dated as of January 28, 2013, among Entergy Corporation, Mid South TransCo
                 LLC, ITC Holdings Corp. and ITC Midsouth LLC (formerly known as Ibis Transaction Subsidiary LLC).

                                                             •    •   •       •      •   •

           Additional Information and Where to Find It

          On September 25, 2012, ITC filed a registration statement on Form S-4 (Registration No. 333-184073) with the SEC registering
shares of ITC common stock to be issued to Entergy shareholders in connection with the proposed transactions, but this registration statement
has not become effective. This registration statement includes a proxy statement of ITC that also constitutes a prospectus of ITC, and will be
sent to ITC shareholders. In addition, TransCo will file a registration statement with the SEC registering TransCo common units to be issued
to Entergy shareholders in connection with the proposed transactions. Entergy shareholders are urged to read the proxy statement/prospectus
included in the ITC registration statement and the proxy statement/prospectus to be included in the TransCo registration statement (when
available) and any other relevant documents, because they contain important information about ITC, TransCo and the proposed transactions.
ITC shareholders are urged to read the proxy statement/prospectus included in the ITC registration statement and any other relevant documents
because they contain important information about TransCo and the proposed transactions. The proxy statement/prospectus and other documents
relating to the proposed transactions (when they are available) can be obtained free of charge from the SEC’s website at www.sec.gov. The
documents, when available, can also be obtained free of charge from Entergy upon written request to Entergy Corporation, Investor Relations,
P.O. Box 61000 New Orleans, LA 70161 or by calling Entergy’s Investor Relations information line at 1-888- ENTERGY (368-3749), or from
ITC upon written request to ITC Holdings Corp., Investor Relations, 27175 Energy Way, Novi, MI 48377 or by calling 248-946-3000.

                                                                          2
        Participants in this Transaction

          This communication is not a solicitation of a proxy from any security holder of ITC. However, Entergy, ITC and certain of their
respective directors and executive officers and certain other members of management and employees may be deemed to be participants in the
solicitation of proxies from shareholders of ITC in connection with the proposed transaction under the rules of the SEC. Information about the
directors and executive officers of Entergy, may be found in its 2011 Annual Report on Form 10-K filed with the SEC on February 28, 2012,
and its definitive proxy statement relating to its 2012 Annual Meeting of Shareholders filed with the SEC on March 23, 2012. Information
about the directors and executive officers of ITC may be found in its 2011 Annual Report on Form 10-K filed with the SEC on February 22,
2012, and its definitive proxy statement relating to its 2012 Annual Meeting of Shareholders filed with the SEC on April 12, 2012.

                                                                       3
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 hereunto duly authorized.

January 31, 2013

                                                                        ITC HOLDINGS CORP.

                                                                        By:    /s/ Daniel J. Oginsky
                                                                               Daniel J. Oginsky
                                                                        Its:   Senior Vice President and General Counsel

                                                                        4
                                                     EXHIBIT INDEX

Exhibit
No.                                                               Description


     2.1   Amendment No. 2 to the Merger Agreement, dated as of January 28, 2013, among Entergy Corporation, Mid South TransCo
           LLC, ITC Holdings Corp. and ITC Midsouth LLC (formerly known as Ibis Transaction Subsidiary LLC).

                                                              5
                                                                                                                                Exhibit 2.1

                                                                                                                        Execution Version

                                        AMENDMENT NO. 2 TO THE MERGER AGREEMENT

         This Amendment No. 2 (this “ Amendment ”), dated as of January 28, 2013, amends the Merger Agreement, dated as of December 4,
2011, as amended by that certain Amendment No. 1 to the Merger Agreement, dated as of September 21, 2012 (collectively, the “ Merger
Agreement ”), among Entergy Corporation, a Delaware corporation (“ Entergy ”), Mid South TransCo LLC, a Delaware limited liability
company and presently a wholly owned Subsidiary of Entergy, ITC Holdings Corp., a Michigan corporation (“ ITC ”), and ITC Midsouth LLC
(formerly known as Ibis Transaction Subsidiary LLC), a Delaware limited liability company and a direct wholly owned Subsidiary of
ITC. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

        WHEREAS, the Parties have entered into the Merger Agreement; and

         WHEREAS, in accordance with Section 8.08 of the Merger Agreement, the Parties hereto wish to amend the Merger Agreement as set
forth below.

        NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements
contained herein and intending to be legally bound, the Parties agree as follows:

        i.    Section 1.19 of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

                 “Section 1.19 [Intentionally Omitted]”

        ii.   Section 9.01 of the Merger Agreement is hereby amended to delete the following definitions:

                 “ Dissenting Share ” has the meaning set forth in Section 1.19.

                 “ Dissenting Shareholder ” has the meaning set forth in Section 1.19.

        iii. No Other Amendments or Supplements to the Merger Agreement . On and after the date hereof, each reference in the Merger
Agreement to “this Agreement”, “herein”, “hereof”, “hereunder” or words of similar import shall mean and be a reference to the Merger
Agreement as amended and supplemented hereby. Except as otherwise expressly provided herein, all of the terms and conditions of the
Merger Agreement shall remain unchanged and continue in full force and effect.

         iv. Other Miscellaneous Terms . The provisions of Article VIII (Miscellaneous) of the Merger Agreement shall apply mutatis
mutandis to this Amendment, and to the Merger Agreement as modified by this Amendment, taken together as a single agreement, reflecting
the terms therein as modified hereby.
IN WITNESS WHEREOF , each of the parties hereto has caused this Amendment to be executed as of the date first above written.


                                                    ENTERGY CORPORATION


                                                    By:       /s/ Leo P. Denault
                                                              Name:           Leo P. Denault
                                                              Title:          Executive Vice President and
                                                                              Chief Financial Officer


                                                    MID SOUTH TRANSCO LLC


                                                    By:       /s/ Theodore H. Bunting, Jr.
                                                              Name:           Theodore H. Bunting, Jr.
                                                              Title:          President


                                                    ITC HOLDINGS CORP.


                                                    By:       /s/ Daniel J. Oginsky
                                                              Name:            Daniel J. Oginsky
                                                              Title:           Senior Vice President & General Counsel


                                                    ITC MIDSOUTH LLC


                                                    By:       /s/ Daniel J. Oginsky
                                                              Name:            Daniel J. Oginsky
                                                              Title:           Senior Vice President & General Counsel

                              [Signature Page to Amendment No. 2 to Merger Agreement]

								
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