UNITED STATES
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
October 1, 2004
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Date of Report (Date of Earliest Event Reported)
ITRON, INC.
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(Exact Name of Registrant as Specified in its Charter)
Washington 000-22418 91-1011792
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
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)
None
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(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 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 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
On October 1, 2004, Itron, Inc. ("we," "our" or "the Company") completed a
$30 million interest rate swap with a counterparty whereby we receive variable
interest payments based on three-month London InterBank Offered Rate (LIBOR) and
pay fixed interest payments based on a rate of 3.26%, over a three-year term of
the swap agreement. There were no origination fees or other significant up front
costs in connection with this financing instrument.
In addition, on October 1, 2004, we purchased a 4.00% three-month LIBOR
interest rate cap pertaining to an additional $10 million of floating rate debt.
The interest rate cap commences one year from now on October 1, 2005 and matures
on September 30, 2007. The origination fee in connection with the interest rate
cap was $103,000, which will be amortized over the term of the interest rate
cap.
This interest rate swap was entered into pursuant to our $240 million
senior secured credit facility agreement completed on July 1, 2004, which
requires us to enter into interest rate agreements within 90 days after the
closing of the senior credit facility to substantially fix or hedge the interest
rate on at least 50% of our aggregate principal amount of debt for a period of
not less than three years. The $30 million interest rate swap increases the
percentage of fixed rate debt above the minimum requirement of 50%. The interest
rate cap was not required pursuant to the secured credit facility, but was
considered a prudent purchase by management.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed as part of this report:
Exhibit
Number Description
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10.1 Interest Rate Swap Transaction Agreement among Itron, Inc.
and U.S. Bank National Association dated September 29, 2004.
10.2 Rate Cap Transaction Agreement among Itron, Inc. and
KeyBank National Association dated September 29, 2004.
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The information presented in this Current Report on Form 8-K may contain
forward-looking statements and certain assumptions upon which such
forward-looking statements are in part based. Numerous important factors,
including those factors identified in Itron, Inc.'s Annual Report on Form 10-K
and other of the Company's filings with the Securities and Exchange Commission,
and the fact that the assumptions set forth in this Current Report on Form 8-K
could prove incorrect, could cause actual results to differ materially from
those contained in such forward-looking statements.
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: October 1, 2004 By: /s/ DAVID G. REMINGTON
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David G. Remington
Vice President and Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
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10.1 Interest Rate Swap Transaction Agreement among Itron,
Inc. and U.S. Bank National Association dated September 29,
2004.
10.2 Rate Cap Transaction Agreement among Itron, Inc. and KeyBank
National Association dated September 29, 2004.