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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
March 18, 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
This Form 8-K relates to the offer by Itron, Inc. (the "Company") to
exchange (the "Exchange Offer") up to $15,840,000 aggregate principal amount of
its new 6 3/4% Convertible Subordinated Notes due 2004 (the "Exchange Notes")
for up to $22,000,000 aggregate principal amount of its original 6 3/4%
Convertible Subordinated Notes due 2004 (the "Original Notes"). The Company
completed the Exchange Offer on Thursday, March 18, 1999.
The Exchange Offer terminated on Friday, March 12, 1999, at 5:00 p.m.
New York City time. A total of $56,730,000 aggregate principal amount of
Original Notes was validly tendered for exchange. The Company accepted
$22,000,000 for exchange, meaning that the Company accepted for exchange
approximately 38.8% of the Original Notes tendered by each noteholder on a pro
rata basis. A total of $15,834,000 aggregate principal amount of Exchange Notes
were issued as of March 12, 1999, with $6,000 in cash paid in lieu of fractional
interests to tendering noteholders pursuant to the terms of the Exchange Offer.
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 is $9.65. 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 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 from time to time after March 12, 2002, at the
principal amount to be redeemed plus accrued and unpaid interest thereon to the
redemption date.
This summary of the terms of the Exchange Notes is not complete and is
subject to the provisions of the indenture between the Company and Chase
Manhattan Bank and Trust Company, National Association, as Trustee, under which
the Exchange Notes are issued. A conformed copy of the Indenture is incorporated
into this Form 8-K by reference to Exhibit (c)(1) of the Company's Amendment No.
3 to Schedule 13E-4 Issuer Tender Offer Statement, dated March 18, 1999.
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ITEM 7. EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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4.1 Conformed copy of Indenture by and between the Company and Chase Manhattan
Bank and Trust Company, National Association, as Trustee*
(Exhibit (c)(1))
99.1 Press release dated March 18, 1999* (Exhibit (a)(8))
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* Previously filed as the exhibit designated above to the Company's Amendment
No. 3 to Schedule 13E-4 Issuer Tender Offer Statement, dated March 18, 1999, and
incorporated into this Form 8-K by reference.
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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: March 18, 1999 By: DAVID G. REMINGTON
David G. Remington
Vice President and Chief Financial
Officer
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EXHIBIT INDEX
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Exhibit Number Description
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4.1 Conformed copy of Indenture by and between the Company
and Chase Manhattan Bank and Trust Company, National
Association, as Trustee* (Exhibit (c)(1))
99.1 Press release dated March 18, 1999* (Exhibit (a)(8))
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* Previously filed as the exhibit designated above to the Company's Amendment
No. 3 to Schedule 13E-4 Issuer Tender Offer Statement, dated March 18, 1999, and
incorporated into this Form 8-K by reference.
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