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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
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ITRON, INC.
(Name of Issuer)
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ITRON, INC.
(Name of Person Filing Statement)
6 3/4% Convertible Subordinated Notes Due 2004,
CUSIP Nos. 465741-AA-4, U13126-AA-2, 465741-AC-0
(Title and CUSIP Number of Class of Securities)
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DAVID G. REMINGTON
Vice President and Chief Financial Officer
Itron, Inc.
2818 N. Sullivan Road
Spokane, Washington 99216
(509) 924-9900
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person Filing Statement)
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Copies to:
LINDA A. SCHOEMAKER
Perkins Coie
1201 Third Avenue, 40th Floor
Seattle, Washington 98101-3099
(206) 583-8888
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February 11, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
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CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
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Transaction Valuation(1) Amount of Filing Fee(2)
<S> <C>
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$22,000,000 $4,400*
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</TABLE>
(1) Based on the book value of the notes to be received by Itron, Inc., in
accordance with Rule 0-11(b) under the Securities Exchange Act of 1934, as
amended.
(2) Calculated based on the transaction valuation multiplied by one-fiftieth of
one percent, in accordance with Rule 0-11(b) under the Securities Exchange Act
of 1934, as amended.
* Previously paid.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount previously paid: N/A Filing party: N/A
Form or registration no.: N/A Date filed: N/A
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<PAGE>
Item 9. Material to Be Filed as Exhibits
(a)(1) Offering Circular dated February 11, 1999.* (Exhibit (a)(1))
(a)(2) Form of Letter of Transmittal.* (Exhibit (a)(2))
(a)(3) Form of Notice of Guaranteed Delivery.* (Exhibit (a)(3))
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees, dated February 11, 1999.* (Exhibit (a)(4))
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees, dated February 11, 1999.*
(Exhibit (a)(5))
(a)(6) Press Release, dated February 26, 1999.
(b) Not applicable.
(c) Form of Indenture by and between the Company and Chase
Manhattan Bank and Trust Company, National Association, as Trustee.*
(Exhibit (c))
(d) Not applicable.
(e) Not applicable.
(f) Not applicable.
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* Previously filed as the exhibit designated above to the Company's Schedule
13E-4 Issuer Tender Offer Statement dated February 11, 1999, and incorporated
into this Amendment No. 1 to Schedule 13E-4 by reference.
<PAGE>
SIGNATURE
After due inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
ITRON, INC.
By: DAVID G. REMINGTON
David G. Remington
Vice President and Chief Financial Officer
Dated: February 26, 1999
ITRON SETS CONVERSION PRICE PREMIUM FOR EXCHANGE OFFER
SPOKANE, WA--February 26, 1999--Itron, Inc. (NASDAQ:ITRI), in connection with
its previously announced offer to exchange up to $15,840,000 principal amount
of its 6 3/4% Convertible Subordinated Notes due 2004 ("Exchange Notes"), for
up to $22,000,000 principal amount of its 6 3/4% Convertible Subordinated
Notes due 2004 ("Original Notes"), announced today that it has established
the conversion price premium for the offer at 27 1/2%. The exchange offer
will expire on March 12, 1999, unless extended, and is being made to all
holders of Original Notes.
This announcement constitutes neither an offer to sell nor a solicitation of
an offer to buy the Exchange Notes or Original Notes, which are the subject
of the exchange offer. Offers are made only through the Offering Circular and
accompanying materials, which set forth the terms and conditions of the
exchange offer and instructions for tendering Original Notes. For questions
with respect to the exchange offer or to receive a copy of the Offering
Circular, please call 800-635-5461, ext. 3440.
Itron, Inc., a leading provider to the utility industry of data acquisition
and wireless communications solutions for collecting, communicating, and
analyzing electric, gas and water usage, serves over 1,500 customers in more
than 45 countries around the world. The Company is headquartered in Spokane,
Washington, and has engineering, design, and manufacturing facilities in
several US locations and subsidiaries in the United Kingdom, France, and
Australia. Itron employs approximately 1,200 people worldwide.
When used in this discussion, the words "expects,"
"anticipates," and similar expressions are intended to identify
forward-looking statements that involve risks and uncertainties.
Potential risks and uncertainties include the ability to close the
debt exchange offer for the terms indicated. Further information on
factors which could affect the Company's financial results are
described in the Company's latest Annual Report, Form 10-K, Form 10-Q,
and 8-K filed with the Securities and Exchange Commission.
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