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
April 20, 2005
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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 April 19, 2005, Itron, Inc. ("we," "our" or "the Company") completed two
amendments to our $240 million senior secured credit facility, which consisted
of a $55 million five-year senior secured revolving credit facility (revolver)
and a $185 million seven-year senior secured term loan (term loan). The
amendments included a 50 basis point reduction in the term loan interest rate
and an increase to our maximum consolidated leverage and consolidated senior
debt ratios. In addition, we obtained the ability to increase our revolver
commitment to $75 million at a future date, subject only to the consent of the
Lead Arranger, the Administrative Agent and funding commitments from one or more
lenders. We also increased our letter of credit limit to $55 million and have
the ability to increase it to $65 million at a future date.
Our required minimum quarterly principal payments have decreased to $324,000 for
the next 19 quarters ($1.3 million annually) with the remaining balance to be
paid in four installments over the last six quarters. The term loan continues to
mature in 2011.
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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10.23 Fourth Amendment to the Credit Agreement dated April 19,
2005, and entered into by and among Itron, Inc., several
lenders from time to time parties hereto, Bear Stearns
Corporate Lending, Inc. and Wells Fargo Bank, National
Association and is made with reference to the Credit
Agreement dated December 17, 2003.
10.24 Fifth Amendment to the Credit Agreement dated April 19, 2005,
and entered into by and among Itron, Inc., several lenders
from time to time parties hereto, Bear Stearns Corporate
Lending, Inc. and Wells Fargo Bank, National Association and
is made with reference to the Credit Agreement dated December
17, 2003.
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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: April 20, 2005 By: /s/ STEVEN M. HELMBRECHT
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Steven M. Helmbrecht
Sr. Vice President and Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
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10.23 Fourth Amendment to the Credit Agreement dated April 19,
2005, and entered into by and among Itron, Inc., several
lenders from time to time parties hereto, Bear Stearns
Corporate Lending, Inc. and Wells Fargo Bank, National
Association and is made with reference to the Credit
Agreement dated December 17, 2003.
10.24 Fifth Amendment to the Credit Agreement dated April 19, 2005,
and entered into by and among Itron, Inc., several lenders
from time to time parties hereto, Bear Stearns Corporate
Lending, Inc. and Wells Fargo Bank, National Association and
is made with reference to the Credit Agreement dated December
17, 2003.