-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HVcRXpBUF9j6tR0VGtOngeLi3dunaFnuRfnPETfbSQpo+yqpYkXVPBGkwfiByoGj FEpNqJNIfiyPVRMq8/PWVw== 0001157523-04-008928.txt : 20041001 0001157523-04-008928.hdr.sgml : 20041001 20041001151448 ACCESSION NUMBER: 0001157523-04-008928 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041001 ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041001 DATE AS OF CHANGE: 20041001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ITRON INC /WA/ CENTRAL INDEX KEY: 0000780571 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 911011792 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22418 FILM NUMBER: 041058341 BUSINESS ADDRESS: STREET 1: 2818 N SULLIVAN RD CITY: SPOKANE STATE: WA ZIP: 99216 BUSINESS PHONE: 5099249900 MAIL ADDRESS: STREET 1: 2818 NORTH SULLIVAN ROAD CITY: SPOKANE STATE: WA ZIP: 99216 FORMER COMPANY: FORMER CONFORMED NAME: ITRON INC DATE OF NAME CHANGE: 19920724 8-K 1 a4732107.txt ITRON 8-K 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 October 1, 2004 -------------------------------------- Date of Report (Date of Earliest Event Reported) ITRON, INC. ---------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Washington 000-22418 91-1011792 - --------------------------------- -------------------------- ----------------- (State or Other Jurisdiction (Commission File No.) (IRS Employer of Incorporation) Identification No.) 2818 N. Sullivan Road, Spokane, WA 99216 ------------------------------------------------------------------------------- (Address of Principal Executive Offices, Zip Code) (509) 924-9900 ------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) None ------------------------------------------------------------------------------- (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 - -------------- ------------------------------------------------------------- 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. ------------------------ 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 ---------------------- David G. Remington Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description - -------------- ------------------------------------------------------------- 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. EX-10.1 2 a4732107ex101.txt EXHIBIT 10.1 Exhibit 10.1 September 29, 2004 Itron, Inc. Attn: Marc Williams 2818 N. Sullivan Road Spokane, WA 99216 Ph. (509) 891-3484 Fax (509) 891-3334 Re: Swap Transaction between U.S. Bank National Association ("Party A") and Itron, Inc. ("Party B") Ladies/Gentlemen: The purpose of this letter is to set forth the terms and conditions of the Swap transaction entered into between Party A and Party B on the Trade Date referred to below. This letter constitutes a "Confirmation" as referred to in the Agreement specified below. The definitions and provisions contained in the 2000 ISDA Definitions (as published by the International Swap Dealers Association, Inc.) are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. 1. If Party A and Party B are parties to an Interest Rate and Currency Exchange Agreement that sets forth the general terms and conditions applicable to Swap Transactions between said parties (a "Swap Agreement"), this Confirmation supplements, forms a part of, and is subject to, such Swap Agreement. If Party A and Party B are not yet parties to a Swap Agreement, this Confirmation will supplement, form a part of, and be subject to, provisions contained or incorporated by reference in such Swap Agreement upon its execution by Party A and Party B. All provisions contained or incorporated by reference in such Swap Agreement shall govern this Confirmation, except as modified below. In addition, if a Swap Agreement has not been executed, this Confirmation will itself evidence a complete binding agreement between Party A and Party B as to the terms and conditions of the Swap Transaction to which this Confirmation relates. 2. The terms of the particular Swap Transaction to which this Confirmation relates are as follows: Type of Transaction: Interest Rate Swap Notional Amount: USD 30,000,000.00 Trade Date: September 29, 2004 Effective Date: October 1, 2004 Termination Date: October 1, 2007, subject to adjustment in accordance with the Modified Following Business Day Convention. Fixed Rate Payer: Party B Fixed Rate Payer Payment Dates: Beginning December 31, 2004 and thereafter on the last day of each March, June, September and December, subject to adjustment in accordance with the Modified Following Business Day Convention. Fixed Rate: 3.26% Fixed Rate Day Count Fraction: Act/360 Floating Rate Payer: Party A Floating Rate Payer Payment Dates Beginning December 31, 2004 and thereafter on the last day of each March, June, September and December, subject to adjustment in accordance with the Modified Following Business Day Convention. Floating Rate for initial Calculation Period: 2.00563% Floating Rate Option: USD-LIBOR-BBA (Telerate 3750) Floating Rate Day Count Fraction: Act/360 Designated Maturity: 3 Month Spread: None Reset Dates: Beginning December 31, 2004 and thereafter on the last day of each March, June, September and December, subject to adjustment in accordance with the Modified Following Business Day Convention. Reset Business Days: London Calculation Agent: U.S. Bank National Association Compounding: Inapplicable Payments to Fixed Rate Payer: Credit DDA # (Please Provide) Payments to Floating Rate Payer: Debit DDA # (Please Provide) Payment Business Days: New York and London 3. In connection with this Confirmation, the Transaction to which this Confirmation relates and any other documentation relating to the Agreement, each party to this Confirmation represents and acknowledges to the other party that: i. it has no recourse and is not relying upon any legal, tax, regulatory, accounting or other advice, statements or recommendations (whether written or oral) of the other party regarding such Transaction, other than the written representations expressly made by that other party in the Agreement and in the Confirmations in respect of such Transaction; ii. it has the capacity to evaluate (internally or through independent professional advice) such Transaction (including decisions regarding the appropriateness or suitability of such Transaction) and has made its own decision to enter into such Transaction; iii. it understands the terms, conditions and risks of such transaction and is willing to accept those terms and conditions and to assume (financially and otherwise) those risks; iv. it is entering into such Transaction as principal and not as agent for any other party; v. it acknowledges and agrees that the other party is not acting as a fiduciary or advisor to it in connection with such Transaction; vi. it acknowledges that U.S. Bank National Association has advised counterparty to consult its own tax, accounting and legal advisors in connection with this transaction evidenced by this confirmation and that it has done so; and vii. it is entering into such Transaction for the purpose of managing its borrowings or investments, hedging its underlying assets or liabilities or in connection with a line of business, and not for purposes of speculation. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. U.S. Bank National Association /s/ Christopher D. Thornton --------------------------- By: Christopher D. Thornton --------------------------- Title: Treasury Officer Accepted and confirmed as of the date first above written: Itron, Inc. By: /s/ David G. Remington - ------------------------------------------------------- Title: VP & CFO EX-10.2 3 a4732107ex102.txt EXHIBIT 10.2 Exhibit 10.2 KEYBANK NATIONAL ASSOCIATION CONFIRMATION ------------ To: ITRON, INC. 2818 N. SULLIVAN RD. SPOKANE, WA 99216 Attn: Marc Williams Fax: 509-891-3334 Duplicate Confirm to: Client ID: 1000349084~MCMANAMON From: KEYBANK NATIONAL ASSOCIATION Date: 30-Sep-04 Our Ref: 117870/117870 The purpose of this letter agreement is to set forth the terms and conditions of the Swap Transaction entered into between KEYBANK NATIONAL ASSOCIATION and ITRON, INC. on the Trade Date specified below (the "Swap Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the Swap Agreement specified below. 1. The definitions and provisions contained in the 1991 ISDA Definitions (as supplemented by the 1998 Supplement to the 1991 ISDA Definitions) (the "Definitions") are incorporated into this Confirmation. If you and we are parties to an ISDA Master Agreement as published by the International Swap Dealers Association, Inc. and the Schedule to such agreement that sets forth the general terms and conditions applicable to Swap Transactions between us (a "Swap Agreement"), this Confirmation supplements, forms a part of, and is subject to, such Swap Agreement. If you and we are not yet parties to a Swap Agreement, this Confirmation will be a complete valid legal binding agreement between us as supplemented by the general terms and conditions set forth in the standard form ISDA Master Agreement copyright 1992 by the International Swap Dealers Association, Inc.("standard ISDA form"). All provisions contained or incorporated by reference in such Swap Agreement shall govern this Confirmation except as expressly modified below. In the event of any inconsistency between this Confirmation and the Definitions or the Swap Agreement or the standard ISDA form if a Swap Agreement has not been entered into between us, this Confirmation will govern. This Confirmation will be governed by and construed in accordance with the laws of the State of New York, without reference to choice of law doctrine, provided that this provision will be superseded by any choice of law provision in the Swap Agreement. 2. This Confirmation constitutes a Rate Cap Transaction under the Swap Agreement and the terms of the Rate Cap Transaction to which this Confirmation relates are as follows: ITRON, INC. Our Ref: 117870/117870 - -------------------- Notional Amount: $10,000,000.00 USD Trade Date: 29-Sep-04 Effective Date: 01-Oct-05 Termination Date: 30-Sep-07 Fixed Amounts Fixed Rate Payer: ITRON, INC. Fixed Rate Payer Payment Dates: Fixed Amount: $103,000.00 Floating Amounts Floating Rate Payer: KEYBANK NATIONAL ASSOCIATION Cap Rate: 4.000 percent per annum Floating Rate Payer Payment Dates: Commencing 30-Dec-05 and quarterly thereafter on the 30th calendar day of the month up to and including the Termination Date, subject to adjustment in accordance with Modified Following Business Day Convention. Floating Rate Option: USD-LIBOR-BBA Designated Maturity: 3-Month Spread: None Floating Rate Day Count Fraction: Act/360 Reset Dates: The first day of each Floating Rate Payer Calculation Period. ITRON, INC. Our Ref: 117870/117870 - -------------------- Calculation Agent: KEYBANK NATIONAL ASSOCIATION Business days: London and New York Other Terms and Conditions: Please remit a wire to KeyBank ABA 041001039 Payment Instructions: Please Provide Please confirm the foregoing correctly sets forth the terms of our Agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Regards, KEYBANK NATIONAL ASSOCIATION By: /s/ Frank Purnell ---------------------- Name: Frank Purnell Accepted and Confirmed as of the Trade Date ITRON, INC. /s/ David G. Remington - ---------------------- Name: David G. Remington, VP & CFO -----END PRIVACY-ENHANCED MESSAGE-----