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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
February 11, 1999
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(Date of Report)
ITRON, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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WASHINGTON 0-22418 911011792
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
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2818 N. SULLIVAN ROAD, SPOKANE, WA 99216
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(Address of Principal Executive Offices) (Zip Code)
(509) 924-9900
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(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS
Effective February 11, 1999, Itron, Inc. (the "Company") is offering to
exchange (the "Exchange Offer") up to $22,000,000 aggregate principal amount of
its 6 3/4% Convertible Subordinated Notes Due 2004 (the "Original Notes") for up
to $15,840,000 aggregate principal amount of its 6 3/4% Convertible Subordinated
Notes Due 2004 (the "Exchange Notes") on the basis of $720 principal amount of
Exchange Notes for $1,000 principal amount of Original Notes. The Company is
making the Exchange Offer pursuant to an Offering Circular dated February 11,
1999 (the "Offering Circular"), and in reliance on the exemption from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), afforded by Rule 3(a)(9) of the Securities Act.
The Exchange Notes are convertible, in whole or in part, at the option of
the Holder, at any time prior to the close of business on the last business day
prior to the maturity date into shares of the Company's Common Stock. The
conversion price per share (the "Conversion Price") will be determined by
adding the Average Market Price (as defined below) to the result of the Average
Market Price multiplied by a percentage amount (the "Conversion Price Premium"),
which the Company currently expects to be in the range of 25% to 30%. The
Conversion Price Premium will be determined by the Company based on market
conditions no later than the tenth business day prior to the expiration date of
the Exchange Offer. The "Average Market Price" will be the arithmetic average
(rounded to the nearest cent) of the closing prices of the Common Stock on the
Nasdaq National Market on each of the five business days ending two business
days prior to the expiration date of the Exchange Offer.
The Exchange Notes will be unsecured obligations of the Company, ranking on
parity with the Original Notes and subordinated and subject in right of payment
to all existing and future senior indebtedness of the Company. The Exchange
Notes will bear interest at 6 3/4% per annum from the expiration date of the
Exchange Offer, payable semiannually on each March 31 and September 30,
commencing September 30, 1999, until the Exchange Notes are paid in full or are
converted into the common stock of the Company. The Company will be required to
repay the principal amount of the Exchange Notes on March 31, 2004, unless the
Exchange Notes have previously been redeemed or converted. The Exchange Notes
will be redeemable, at the Company's option, in whole or in part at any time
after March 12, 2002, at the principal amount to be redeemed plus accrued and
unpaid interest thereon to the redemption date.
Unless the Exchange Offer is amended, the Company will accept only up to
$22,000,000 aggregate principal amount of tendered Original Notes (representing
approximately 35% of the Original Notes). If more than $22,000,000 aggregate
principal amount of the Original Notes are tendered, the Company will allocate
its acceptance of Original Notes among tendering noteholders on a pro rata
basis. The Exchange Offer is not conditioned on any minimum amount of Original
Notes being tendered. The Exchange Offer and withdrawal rights will expire at
5:00 p.m., New York City time, on Friday, March 12, 1999, unless extended.
This summary of the terms of the Exchange Offer is not complete and is
subject to the provisions of the Offering Circular and of the indenture between
the Company and Chase Manhattan Bank and Trust Company, National Association, as
Trustee, under which the Exchange Notes will be issued. A copy of the Form of
Indenture is incorporated into this Form 8-K by reference to Exhibit (c) of the
Company's Schedule 13E-4 Issuer Tender Offer Statement, dated February 11, 1999.
Form 8-K PAGE 1
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ITEM 7. EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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4.1 Offering Circular dated February 11, 1999* (Exhibit (a)(1))
4.2 Form of Indenture by and between the Company and Chase Manhattan
Bank and Trust Company, National Association, as Trustee* (Exhibit (c))
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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 Form 8-K by reference.
Form 8-K PAGE 2
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SIGNATURE
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.
ITRON, INC.
Dated: February 11, 1999 By: DAVID G. REMINGTON
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David G. Remington
Vice President and Chief Financial
Officer
Form 8-K PAGE 3
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EXHIBIT INDEX
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Exhibit
Number Description
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4.1 Offering Circular dated February 11, 1999* (Exhibit (a)(1))
4.2 Form of Indenture by and between the Company and Chase Manhattan
Bank and Trust Company, National Association, as Trustee* (Exhibit (c))
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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 Form 8-K by reference.
Form 8-K PAGE 4
