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Sensus (Bermuda 2) Ltd, et al. – ‘S-4/A’ on 5/10/04

On:  Monday, 5/10/04, at 1:45pm ET   ·   Accession #:  1047469-4-16616   ·   File #s:  333-113658, -01, -02, -03, -04, -05, -06, -07

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/10/04  Sensus (Bermuda 2) Ltd            S-4/A                  7:2.1M                                   Merrill Corp/New/FA
          Sensus Metering Systems Ip Holdings Inc
          Sensus Metering Systems - North America Inc
          Smith-Blair Inc
          M&FC Holdings LLC
          Sensus Precision Die Casting Inc
          Sensus Metering Headquarters Corp
          Sensus Metering Systems Inc

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Pre-Effective Amendment to Registration of          HTML   1.85M 
                          Securities Issued in a                                 
                          Business-Combination Transaction                       
 2: EX-5.1      Opinion re: Legality                                HTML     18K 
 3: EX-5.2      Opinion re: Legality                                HTML     13K 
 4: EX-21.1     Subsidiaries of the Registrant                      HTML     18K 
 5: EX-23.1     Consent of Experts or Counsel                       HTML     10K 
 6: EX-25.1     Statement re: Eligibility of Trustee                HTML     65K 
 7: EX-99.1     Miscellaneous Exhibit                               HTML     69K 

As filed with the Securities and Exchange Commission on May 10, 2004

Registration No. 333-113658

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SENSUS METERING SYSTEMS INC.
(Exact name of registrant as specified in its charter)

        Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    ý

        If any of the securities being registered on the Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Sensus Metering Systems Inc.

Table of Additional Registrants

        The address, including zip code, of the principal offices of the additional registrants listed above is: 8601 Six Forks Road, Suite 300, Raleigh, NC 27615 and the telephone number, including area code, of such additional registrants at that address is (919) 845-4017.

EXPLANATORY NOTE

        This Registration Statement contains a prospectus (the "exchange prospectus") relating to the offer (the "exchange offer") for all outstanding 8⁵/8% Senior Subordinated Notes due 2013 of Sensus Metering Systems Inc. (the "old notes") in exchange for its 8⁵/8% Senior Subordinated Notes due 2013 (the "new notes") which have been registered under the Securities Act of 1933, as amended. In addition, this Registration Statement contains a prospectus (the "market-making prospectus") relating to certain market-making activities with respect to the new notes which may, from time to time, be carried out by Goldman, Sachs & Co. The two prospectuses are identical in all material respects, except that the market-making prospectus (i) has different front and back cover pages, which describe the market-making activities instead of the exchange offer, (ii) includes an alternate section captioned "Plan of Distribution" which describes the market-making activities, a section entitled "Risk Factors—An active trading market may not develop for the notes, which may make the notes illiquid and adversely affect the market price quoted for the notes" to be used in lieu of the section entitled "Risk Factors—There is currently no public market for the new notes," and an alternate section entitled "Use of Proceeds," and (iii) does not include the information included in the exchange prospectus under the captions "Prospectus Summary—The Exchange Offer," "Prospectus Summary—Term of the Exchange Offer" and "The Exchange Offer." In addition, certain conforming changes have been made in the market-making prospectus in order to eliminate references to the exchange offer. The exchange prospectus follows immediately after this Explanatory Note and is followed by the alternative pages for the market-making prospectus.

The information in this prospectus is not complete and may be changed. We may not sell securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting any offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated May 10, 2004.

PROSPECTUS

$275,000,000

Offer to Exchange
8⁵/8% Senior Subordinated Notes due 2013,
which have been registered under the Securities Act of 1933,
for any and all outstanding
8⁵/8% Senior Subordinated Notes due 2013,
which have not been registered under the Securities Act of 1933

of

Sensus Metering Systems Inc.

Guaranteed by the Guarantors named herein

•

We are offering to exchange new registered 8⁵/8% Senior Subordinated Notes due 2013 for all of our outstanding unregistered 8⁵/8% Senior Subordinated Notes due 2013.



•

The exchange offer expires at 5:00 p.m., New York City time, on                        , 2004, unless extended.



•

The exchange offer is subject only to the conditions that the exchange offer will not violate any applicable law or any interpretation of applicable law by the staff of the Securities and Exchange Commission.



•

All outstanding old notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer will be exchanged.



•

Tenders of outstanding old notes may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date of the exchange offer.



•

We will not receive any proceeds from the exchange offer.



•

The terms of the new notes to be issued are substantially identical to your old notes, except that the new notes will not have transfer restrictions, and you will not have registration rights.



•

Sensus Metering Systems (Bermuda 2) Ltd., our parent, and, subject to certain limitations, each of our current and future domestic restricted subsidiaries will guarantee the new notes.



•

There is no established trading market for the new notes, and we do not intend to apply for listing of the new notes on any securities exchange.

        For a discussion of factors that you should consider before you participate in the exchange offer, see "Risk Factors" beginning on page 15 of this prospectus.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                        , 2004.

        Each broker-dealer that receives the new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. The letter of transmittal delivered with this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of not less than 180 days following the effective date of the registration statement, of which this prospectus is a part, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

        We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus as if we had authorized it. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the registered securities to which it relates, nor does this prospectus constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

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        You should rely only on the information contained in this prospectus. We have not authorized any other person to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it.

PROSPECTUS SUMMARY

        This summary may not contain all of the information that may be important to you. Please review this prospectus in its entirety, including the risk factors and financial statements and the related notes included elsewhere herein, before you decide to invest in the new notes. Unless the context otherwise indicates or requires, references in this prospectus to (i) the term "Parent" refers to Sensus Metering Systems (Bermuda 2) Ltd., (ii) the term "Sensus" refers to Sensus Metering Systems Inc., the issuer of the new notes, (iii) the terms "our company," "we," "us," or "our" refer to Sensus and its subsidiaries, and (iv) the term "the Sensus Group" refers to Parent and its subsidiaries, including Sensus, in each case after giving effect to the acquisition of the metering systems business of Invensys plc, or Invensys Metering Systems which was completed on December 17, 2003. Certain statements in this "Prospectus Summary" are forward-looking statements. See "Forward-Looking Statements." Unless the context otherwise indicates, the term "notes" collectively refers to the new notes offered hereby and the old notes.

        Financial information reflected throughout this Prospectus, unless otherwise specifically indicated, reflects information for the Sensus Group on a consolidated basis. The term "pro forma" or "on a pro forma basis," when used to describe the operations of the Sensus Group, refers to the operations after giving effect to the acquisition of Invensys Metering Systems, the offering of the notes exchanged hereby, borrowings under the term loan facilities constituting a part of our senior credit facilities, the equity contribution of our principal investors and the use of proceeds therefrom, as if they had occurred as of the applicable date for balance sheet purposes and April 1, 2002, the beginning of the most recently completed fiscal year of Invensys Metering Systems, for results of operations purposes. Our pro forma calculations do not give effect to borrowings to fund any adjustments to the purchase price for the acquisition of Invensys Metering Systems and assumes that Invensys Metering Systems had no outstanding debt when acquired by us. References to "fiscal year" mean the twelve months ending March 31. Our most recently completed fiscal quarter for which financial information is available ended on December 27, 2003.

Our Company

        We conduct the primary operations of the Sensus Group in North America. The Sensus Group is a leading provider of advanced metering and related communications systems to the worldwide utility industry and has over a century of experience in designing and manufacturing metering products. The Sensus Group is the largest global manufacturer of water meters, the fastest growing segment of the metering industry, and has a substantial share of the sales of automatic meter reading, or AMR, devices to North American water utilities. In 2002, our market share of the North American water metering market was estimated at approximately 32%. Additionally, we believe that the Sensus Group is a leading global developer and manufacturer of gas and heat metering systems and recently entered the North American electric metering market with iCon, our solid-state electricity meter. We are recognized throughout the metering industry for developing and manufacturing metering products with long-term accuracy and unique product features as well as for providing comprehensive customer service for all of our products. In addition to our metering business, we believe we are the leading North American producer of pipe joining and repair products for water and natural gas utilities and a premier supplier of precision-manufactured aluminum die castings. For the fiscal year 2003 and the nine months ended December 27, 2003, the Sensus Group had net sales of $509.6 million and $373.9 million, respectively, and Adjusted EBITDA (as defined under "Summary Historical Financial Data") of $92.8 million and $52.0 million, respectively.

        The Sensus Group distributes metering system products to utilities located throughout the world and has a large installed base of meters worldwide, of which we estimate approximately 24 million are

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water meters located in North America. The majority of our customers' metering system purchases are aimed at increasing their revenues by improving the accuracy of meter readings and reducing utility operating costs. Our sales are primarily driven by the upgrade and replacement cycles of our customers' metering systems. Our large installed base provides us with a historically stable stream of high margin aftermarket sales. For fiscal year 2003, approximately 70% of our North American water metering system sales were generated from aftermarket sales and approximately 61% of total sales of the Sensus Group were generated from aftermarket sales. The remainder of our sales are driven by other factors, including new residential and commercial construction and regulatory considerations.

        In the group's most important market, the North American utility market, our core end-customers are the approximately 55,000 water and 1,500 gas utilities located throughout the continent. In order to serve our fragmented and geographically diverse water utility customer base, we focus our efforts on the small to mid-size utilities that have an installed base of less than 50,000 meters. Such utilities represent approximately 90% of the water utilities in North America. Our advanced metering and AMR systems are attractive to these smaller utilities, which generally have limited resources, because they reduce labor-intensive manual meter readings, improve reading accuracy and minimize the cost of repairs. In the gas utility market, we target all of the approximately 1,500 gas utilities comprising the market. We reach our customer base in the North American water and gas markets primarily by utilizing a network of distributors, some of which we have had relationships with for over 30 years. We are generally the exclusive meter supplier to our North American distributors in most of the local markets they serve. Our distributors, which have strong relationships with our end-customer base, frequently act as outsourced purchasing departments that offer product recommendations and provide inventory management support.

        The Sensus Group has three principal product lines—metering systems products, pipe joining and repair products and precision die casting products, accounting for approximately 82%, 10% and 7% of net sales for both the fiscal year 2003 and the nine months ended December 27, 2003. Metering systems, the largest product line, includes advanced metering and related AMR communications systems and consists of four principal metering product categories: water, heat, gas and electricity. Under the Smith-Blair brand name, we manufacture pipe joining and repair products used primarily by water and gas utilities. Our precision die casting product line includes precision die castings which are used internally for our gas meter housings and sold externally, primarily to Tier I automotive suppliers.

Industry Overview

        Our metering systems are sold primarily to the utility industry. Unlike the electric and gas utility markets, which are dominated by large, publicly traded or investor owned companies, the water utility market is dominated by local municipalities which seek to maximize revenue in budget-constrained environments. As a result, metering systems are a critical revenue measurement tool for these utilities. Over time, as meters degrade and lose accuracy due to corrosion and wear and tear, these utilities must replace their installed meter base, or risk losing revenue from their customers. Because any incremental revenue earned in excess of projected rates translates into additional profit for the municipality, water utilities have a strong incentive to ensure the highest degree of accuracy in their meter readings.

        In addition to the importance of the revenue stream measured by water meters, utilities have recently begun to manage their costs by deploying AMR systems. Traditionally, utilities have employed personnel to manually visit and read each meter, a laborious and expensive process prone to human error. AMR systems permit utilities to reduce the number of meter reading employees and increase accuracy by translating meter flow readings into electronic signals (encoding), rather than mechanically turning dials. Once encoded, water usage data can be read by walk-by and drive-by systems via remote signal, and increasingly, can be read remotely by fixed-network receivers installed in each neighborhood, significantly reducing a utility's meter reading workforce and expense.

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Metering Systems Products

        The global metering systems market, excluding sales of AMR communications systems, generated approximately $4.5 billion in annual sales in 2002. The Sensus Group primarily competes in the North American and European markets, which accounted for $1.1 billion and $1.8 billion, respectively, of annual sales in 2001. The North American metering market is projected to grow at a compounded annual growth rate, or CAGR, of approximately 3% over the next four years. The overall European market is expected to contract by approximately 1% annually over the next two years, while the European water metering market, our primary European market, is projected to grow at a CAGR of approximately 2% over the same period.

        Demand for meters has historically been driven by replacement and repair activities, upgrades to new features or technologies, new construction activity, conservation considerations and regulatory requirements. In addition, utilities have been migrating their manually read meters to technology-based, communicating metering systems (AMR systems). AMR systems enable utilities to lower their operating costs and increase their revenue streams through the reduction of manual meter readings and the improvement of measurement accuracy. As a result of these benefits, the AMR market has experienced significant growth. In 2002, the AMR market in North America generated an estimated $490 million in annual sales, or 31% of the North American metering and AMR systems market. This market has grown at a CAGR of approximately 24% from 1998 to 2002 and is expected to grow at a CAGR of approximately 15% over the next three years. We believe substantial expansion opportunities exist in the market for AMR systems, as only an estimated 17% of the total North American installed meter base, including water, gas and electric meters, contained AMR technologies at December 28, 2002.

        The water metering market generates an estimated $1.5 billion in global annual sales, with North America and Europe accounting for approximately $400 million and $300 million, respectively. The North American water metering market is estimated to grow at a CAGR of approximately 5% from 2001 to 2007, while the European water metering market is estimated to grow at a CAGR of approximately 2% from 2000 to 2005. The water metering market is comprised of sales of meters for residential, industrial and commercial applications. We estimate that the top four water meter manufacturing companies in North America represent approximately 90% of the North American water metering market and the top four water meter manufacturing companies in Europe represent approximately 85% of the European water metering market.

        In addition to water metering products, we offer metering products for the gas, electric and heat metering markets. The gas metering market generates approximately $1.3 billion in global annual sales, with North America accounting for approximately $300 million. The electric metering market generates approximately $1.8 billion in annual sales, with North America accounting for approximately $400 million. The North American gas and electric metering markets are projected to grow at a CAGR of approximately 1% and 2%, respectively, from 2001 to 2007. The heat metering market, which is generally limited to Europe, generates approximately $300 million in annual sales. The European heat market is projected to contract at an annual rate of 3% from 2000 to 2005, while the ultrasonic market, the Sensus Group's primary target subsector in the heat metering market, is expected to grow by a CAGR of approximately 8% during the same period.

Pipe Joining and Repair Products

        Our Smith-Blair brand competes in the North American pipe joining and repair products market, which we estimate generated approximately $150 million in annual sales in 2002. Pipe joining and repair products consist principally of clamps and couplings which are used by utilities in pipe joining and pipe repair applications. We estimate that the pipe joining and repair products market grew by approximately 2% in 2002. Demand for pipe joining and repair products is driven by new construction,

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replacements and repairs. Replacement and repair demand is driven by an aging infrastructure as well as extreme weather conditions, including freezes, droughts and earthquakes.

Precision Die Casting Products

        In North America, approximately 250 die casters produce thousands of castings for numerous products ranging from components for automobiles to medical devices. We service the precision die casting market, a niche segment of the North American die casting market. Our precision die casting products consist of high quality thin-wall, low-porosity aluminum die castings, generally targeting the automotive industry in North America. Growth in the precision die casting market is driven primarily by the automotive market and by the aircraft, major appliance, machine tool and heavy machinery sectors.

Competitive Strengths

        We believe that the Sensus Group is distinguished by the following competitive strengths:

•

Market Leading Positions.



•

Large Installed Base with Strong Recurring Sales Stream.



•

Premier Product and Design Reputation.



•

Strong Position in North American Water AMR Sales.



•

Established Relationships with Distributors.



•

Solid Cash Flow Generation.



•

Experienced Management Team.

Business Strategy

        The goal of the Sensus Group is to continue to be a leader in the metering system industry by providing value-added advanced metering and related communications systems for the worldwide utility industry. We and other members of the group intend to achieve this goal by pursuing the following strategies:

•

Maintain Focus on Core North American Market.



•

Continue to Develop Market-leading Technologies.



•

Capitalize on Metering Technology Leadership in Complementary Markets.



•

Enhance North American Distributor Relationships.



•

Continue to Reduce Costs and Improve Productivity.



•

Selectively Pursue Strategic Opportunities.

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The Acquisition

        On December 17, 2003, Sensus Metering Systems Inc. acquired Invensys Metering Systems from certain affiliates of Invensys plc. ("Invensys"). Prior to the completion of this acquisition, we had no active business operations. The acquisition was funded through a combination of borrowings under our senior credit facilities, proceeds from the offering of the old notes and capital contributions from the principal equity investors in the Sensus Group, which are comprised of certain funds affiliated with The Resolute Fund, L.P. that are managed by The Jordan Company, L.P. (collectively, "The Resolute Fund") and GS Capital Partners 2000, L.P. and certain of its affiliated investment partnerships (collectively, "GS Capital Partners"). The Resolute Fund and GS Capital Partners beneficially own approximately 65.9% and 32.9% of Sensus, respectively, through their ownership of our ultimate parent, Sensus Metering Systems (Bermuda 1) Ltd., or Holdings. Persons affiliated with The Resolute Fund have the ability to designate a majority of the members of the board of directors of Holdings. We refer to the acquisition of Invensys Metering Systems by our company, together with the offering of the old notes, borrowings under senior credit facilities, the equity contribution of our principal investors and the use of proceeds therefrom, as the "Acquisition." Please refer to the section entitled "The Acquisition" for a summary description of the terms of the acquisition of Invensys Metering Systems and the related equity contribution and to the section entitled "The Senior Credit Facilities" for a summary description of the terms of our senior credit facilities.

Senior Credit Facilities

        The Sensus Group has entered into senior credit facilities with a syndicate of lenders providing for senior secured financing of $300 million, consisting of (a) two term loan facilities in the aggregate amount of $230.0 million and (b) two revolving credit facilities in the aggregate amount of $70.0 million. The full amount of the term loan facilities was drawn to fund a portion of the purchase price for Invensys Metering Systems. At December 27, 2003, approximately $3.1 million of the $70.0 million of availability under the revolving credit facilities were used to support letters of credit. The senior credit facilities require the Sensus Group to comply with certain financial covenants, consisting of maximum total leverage ratios, minimum interest coverage ratios and minimum fixed charge coverage ratios. The minimum interest coverage ratio requires that the Sensus Group maintain a ratio which is comparable to the ratio of Adjusted EBITDA to interest expense initially of 2.00 to 1.00, increasing gradually to 2.50 to 1.00 for periods after March 31, 2010. For the fiscal year 2003 and the nine months ended December 27, 2003, the Sensus Group had Adjusted EBITDA of $92.8 million and $52.0 million, respectively, which represents a ratio of Adjusted EBITDA to pro forma interest expense of 2.72 to 1.00 and 2.37 to 1.00 for the respective periods.

The Exchange Offer

        We sold $275.0 million of our 8⁵/8% Senior Subordinated Notes due 2013 in a private placement of our old notes on December 17, 2003. The old notes were resold in reliance on Rule 144A and other exemptions under the Securities Act of 1933.

        On December 17, 2003 we also entered into a registration rights agreement with the initial purchasers in which we agreed, among other things, to:

•

file a registration statement with the Securities and Exchange Commission relating to the exchange offer on or before March 16, 2004;



•

deliver to you this prospectus;



•

cause the registration statement, which includes this prospectus, to become effective on or before July 14, 2004; and

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•

keep the exchange offer open for at least 30 days after the date on which we mail notice of the exchange offer to you.

        You are entitled to exchange your old notes for new registered 8⁵/8% Senior Subordinated Notes due 2013, with substantially identical terms as your old notes, except for transfer restrictions and registration rights. If we do not offer you the opportunity to exchange your old notes, or if we commit other "registration defaults," we may be required to pay you additional interest during the first 90-day period immediately following the occurrence of the registration default in an amount equal to 0.25% per annum. The amount of additional interest will increase by 0.25% following each subsequent 90-day period following the registration default during which the registration default continues, up to a maximum additional interest rate of 1.0% per annum over the interest rate that would otherwise apply to the old notes. As soon as we cure a registration default, the interest rates on the old notes will revert to their original levels. You should read the discussion under the heading "The Exchange Offer—Purpose and Effect; Registration Rights" and "Description of the New Notes" for further information regarding registration defaults, additional interest and the new notes that we are offering in exchange for the old notes.

        We believe that you may resell the new notes issued in the exchange offer without compliance with the registration and prospectus delivery provisions of the Securities Act of 1933, subject to the conditions described under "The Exchange Offer." You should read that section for further information regarding the exchange offer.

Terms of the Exchange Offer

        The exchange offer relates to the exchange of up to $275.0 million aggregate principal amount of outstanding old notes for an equal aggregate principal amount of registered new notes. The new notes will be obligations of Sensus and will be governed by the same indenture that governs the outstanding old notes.

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Terms of the New Notes

        The summary below describes the principal terms of the new notes. The new notes are substantially the same as the old notes except that the new notes will be registered under the Securities Act of 1933. Certain of the terms and conditions described below are subject to important limitations and exceptions. The "Description of the New Notes" section of this prospectus contains a more detailed description of the terms and conditions of the new notes.

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        For additional information about the new notes, see the section of this prospectus entitled "Description of the New Notes."

Risk Factors

        Before deciding to tender your old notes for new notes pursuant to the exchange offer, you should consider carefully the information included in the "Risk Factors" section as well as other information set forth in this prospectus.

Corporate Offices

        Our principal executive offices are located at 8601 Six Forks Road, Suite 300, Raleigh, NC 27615 and our phone number is (919) 845-4017.

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SUMMARY HISTORICAL FINANCIAL DATA

        The following table presents summary historical combined financial data for the Sensus Group that have been derived from (i) the audited combined financial statements of Invensys Metering Systems as of March 31, 2002 and 2003, and for each of the fiscal years ended March 31, 2001, 2002 and 2003 and (ii) unaudited condensed consolidated financial statements of the Sensus Group as of December 27, 2003 and for the period December 18, 2003 through December 27, 2003 and the unaudited condensed combined financial statements of Invensys Metering Systems for the period April 1, 2003 through December 17, 2003 and the unaudited condensed combined financial statements for the nine month period ended December 28, 2002. The combined financial statements of Invensys Metering Systems as of March 31, 2002 and 2003, and for each of the fiscal years ended March 31, 2001, 2002 and 2003 are included elsewhere in this prospectus and have been audited by Ernst & Young LLP, independent auditors. In the opinion of management, the unaudited condensed consolidated financial statements and the unaudited condensed combined financial statements have been prepared on the same basis as the audited combined financial statements of Invensys Metering Systems and include all adjustments, which consist only of normal recurring adjustments necessary for a fair presentation of the financial position as of the applicable dates and the results of operations for the applicable periods and include adjustments required in a business combination under Statement of Financial Accounting Standards No. 141, "Business Combinations" ("FAS 141"), as a result of the Acquisition. The results for the nine months ended December 27, 2003 are not necessarily indicative of the results that may be expected for the entire fiscal year. The following information should be read in conjunction with "Use of Proceeds," "Capitalization," "Selected Historical Financial Data," "Unaudited Pro Forma Combined Financial Statements," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical financial statements and the related notes thereto included elsewhere in this prospectus.

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(1)

The following table sets forth the calculation of Adjusted EBITDA. Adjusted EBITDA represents EBITDA, plus restructuring and other similar costs. EBITDA represents net income before interest, taxes, depreciation, amortization and minority interest. We have reported Adjusted EBITDA because we believe Adjusted EBITDA enhances our, and an investor's, understanding of the operating performance of the Sensus Group and is a useful measure of our ability to service and/or incur debt. Additionally, certain of our debt covenants are based upon a measure similar to Adjusted EBITDA. Neither EBITDA nor Adjusted EBITDA is a measurement of financial performance under GAAP and should not be considered as an alternative to (i) net income determined in accordance with GAAP or (ii) operating cash flows determined in accordance with GAAP. Our calculation of EBITDA and Adjusted EBITDA may not be comparable to the calculation of similarly titled measures reported by other companies.

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(a)

The Sensus Group has adopted Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("FAS 142"), as of April 1, 2001. After the adoption of FAS 142, goodwill and trademarks assumed to have indefinite lives were no longer amortized. Amortization of goodwill and trademarks totaled $10.4 million for the fiscal year ended March 31, 2001.



(b)

For additional information regarding restructuring and other similar costs, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Recent Cost Savings and Productivity Enhancement Initiatives."

(2)

Represents Adjusted EBITDA as a percentage of net sales.

(3)

Pro forma cash interest expense, which excludes amortization of deferred financing costs, for the year ended March 31, 2003, the nine months ended December 28, 2002 and the period from April 1, 2003 through December 17, 2003 were $34.1 million, $25.7 million and $24.7 million, respectively. The pro forma cash interest expense for the period from April 1, 2003 through December 17, 2003 was derived by taking the pro forma cash interest expense for the nine months ended December 27, 2003 of $25.7 million and subtracting 10 days of interest. See footnote (3) to the proforma statements of operations under "Unaudited Pro Forma Combined Financial Statements."

(4)

Represents inventory plus trade receivables, less trade payables.

(5)

Represents an initial capital contribution of $195.0 million, less a loss of $4.9 million for the period from December 18, 2003 through December 27, 2003. An additional $5.0 million capital contribution was made by certain of our management, directors and consultants, The Resolute Fund and GS Capital Partners on March 5, 2004.

14

RISK FACTORS

        An investment in the new notes involves a high degree of risk. You should carefully consider the risks described below, together with the other information contained in this prospectus, before tendering your old notes in the exchange offer. If any of the following risks actually occur, our business, financial results and operating results could be materially and adversely affected, which, in turn, could adversely affect our ability to repay the new notes.

Risks Relating to the Exchange Offer and the New Notes

Our substantial indebtedness could adversely affect our financial health, harm our ability to react to changes to our business and could prevent us from fulfilling our obligations under our indebtedness, including the new notes.

        We are highly leveraged and have significant debt service obligations. As of December 27, 2003, the Sensus Group had total debt of approximately $505.0 million outstanding. For the fiscal year 2003 and the nine months ended December 27, 2003, on a pro forma basis, after giving effect to the Acquisition, the cash interest expense of the Sensus Group would have been $34.1 and $25.7, respectively.

        Our substantial level of indebtedness increases the possibility that we may be unable to generate cash sufficient to pay, when due, the principal of, interest on or other amounts due in respect of our indebtedness. Our substantial debt could also have other important consequences. For example, it could:

•

increase our vulnerability to general economic downturns and adverse competitive and industry conditions;



•

require us to dedicate a substantial portion, if not all, of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, research and development efforts and other general corporate purposes;



•

limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;



•

place us at a competitive disadvantage compared to competitors that have less debt;



•

limit our ability to raise additional financing on satisfactory terms or at all; and



•

result in our failure to comply with the financial and other restrictive covenants in the indenture governing the new notes and the credit agreement governing our senior secured credit facilities, which require us to maintain specified financial ratios, and could result in an event of default that, if not cured or waived, could harm our business or prospects and could result in our bankruptcy.

        Furthermore, our interest expense could increase if interest rates increase because all of our debt under the credit agreement governing our senior secured credit facilities is variable rate debt. Our senior secured credit facilities include term loan facilities in an aggregate amount of $230.0 million, each of which bear interest at the adjusted LIBOR plus 3.00% or the alternate base rate plus 2.00%, and revolving credit facilities in an aggregate amount of $70.0 million, each of which bear interest at the adjusted LIBOR plus 3.00% or the alternate base rate plus 2.00% (inclusive, in each case, of a 0.50% facility fee). See "The Senior Credit Facilities."

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Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial leverage.

        We and our subsidiaries may be able to incur substantial additional indebtedness in the future. Although the indenture governing the new notes and the credit agreement governing our senior secured credit facilities contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial. For example, the indenture governing the notes allows us to incur additional indebtedness so long as on the date of the incurrence thereof, our Consolidated Coverage Ratio (essentially, Adjusted EBITDA to interest expense) exceeds 2.00 to 1.00. In addition, the indenture governing the notes allows us to incur indebtedness in the aggregate amount that is available under our senior credit facilities plus other specifically identified additional amounts, including a general carve-out from the restrictions on indebtedness included therein, in the amount of $25.0 million, whether or not we satisfy the ratio. As of December 27, 2003, we had approximately $66.9 million of borrowings available under the revolving credit facilities of our senior credit facilities. Any additional borrowings could be senior to the new notes and the related guarantees. If we incur additional debt in the future, the risks associated with our substantial leverage would increase.

        See "The Senior Credit Facilities" and "Description of the New Notes" for a detailed description of the qualifications and exceptions to our ability to incur additional indebtedness.

To service our indebtedness, we require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

        Our ability to make payments on and to refinance our indebtedness, including the new notes and amounts borrowed under our senior secured credit facilities, and to fund our operations, depend on our ability to generate cash in the future, which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

        We cannot assure you, however, that our business will generate sufficient cash flow from operations, that currently anticipated cost savings and operating improvements will be realized on schedule or at all or that future borrowings will be available to us under our senior secured credit facilities or otherwise in amounts sufficient to enable us to service our indebtedness, including the new notes and amounts borrowed under the senior secured credit facilities, or to fund our other liquidity needs. If we cannot service our debt, we will have to take actions such as reducing or delaying capital investments, selling assets, restructuring or refinancing our debt or seeking additional equity capital. We cannot assure you that any of these remedies could, if necessary, be effected on commercially reasonable terms, or at all. In addition, the indenture for the new notes and the credit agreement for our senior secured credit facilities may restrict us from adopting any of these alternatives. Furthermore, neither The Resolute Fund nor GS Capital Partners has any continuing obligation to provide us with debt or equity financing. Because of these and other factors beyond our control, we may be unable to pay the principal, premium, if any, interest or other amounts on the new notes.

        See "The Senior Credit Facilities" and "Description of the New Notes."

Restrictive covenants in the senior credit facilities and the indenture may restrict our ability to pursue our business strategies.

        Our senior secured credit facilities contain a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interests. Our senior secured credit facilities include covenants restricting, among other things, our ability to:

•

guarantee or incur additional debt;



•

incur liens and engage in sale leaseback transactions;

16

•

make loans and investments;



•

declare dividends or redeem or repurchase capital stock;



•

engage in mergers, amalgamations, acquisitions and other business combinations;



•

prepay, redeem or purchase subordinated debt (including the new notes);



•

amend or otherwise alter terms of debt (including the new notes);



•

sell assets;



•

transact with affiliates; and



•

alter the business that we conduct.

        For a discussion of the restrictive covenants and the qualifications and exceptions thereto, see "Description of the New Notes—Certain Covenants."

        The indenture relating to the new notes also contains numerous covenants including, among other things, restrictions on our ability to:

•

incur or guarantee additional indebtedness or issue certain preferred stock;



•

pay dividends on its capital stock or redeem, repurchase or retire its capital stock or subordinated indebtedness;



•

make certain investments;



•

enter into arrangements that restrict dividends from its subsidiaries;



•

engage in transactions with affiliates;



•

sell assets, including capital stock of its subsidiaries; and



•

merge, amalgamate or consolidate with other companies or transfer all or substantially all of its assets.

        Our senior secured credit facilities also include financial covenants, including requirements that we maintain:

•

a minimum interest coverage ratio;



•

a minimum fixed charge coverage ratio; and



•

a maximum leverage ratio.

These financial covenants become more restrictive over time.

Our breach of any covenant contained in our senior secured credit facilities or the indenture could have an adverse effect on our ability to repay the new notes and our other debt.

        A breach of any covenant contained in our senior secured credit facilities or the indenture governing the notes, including the inability to comply with the required financial ratios contained therein, could result in a default under our senior secured credit facilities or the notes. If any such default occurs, the lenders under our senior secured credit facilities and the holders of the notes may elect to declare all outstanding borrowings, together with accrued interest and other amounts payable thereunder, to be immediately due and payable. The lenders under our senior secured credit facilities also have the right in these circumstances to terminate any commitments they have to provide further borrowings. In addition, following an event of default under our senior secured credit facilities, the lenders under these facilities will have the right to proceed against the collateral granted to them to secure the debt, which includes the available cash of Sensus and its subsidiaries that guarantee the senior secured facilities, and they will also have the right to prevent us from making debt service payments on the new notes. If the debt under our senior secured credit facilities or the notes were to

17

be accelerated, we cannot assure you that our assets would be sufficient to repay in full the new notes and our other debt. As of December 27, 2003, the Sensus Group was in full compliance with the financial restrictions and covenants of the senior credit facilities and the indenture governing the notes.

Your right to receive payments on the new notes is subordinated to the borrowings under our senior secured credit facilities and possibly all of our future borrowings. Further, the guarantees of the new notes are junior to all of the guarantors' existing senior indebtedness and possibly to all of the guarantors' future borrowings.

        The new notes and the guarantees rank behind all of our and the guarantors' existing senior indebtedness, including the senior secured credit facilities, and rank behind all of our and the guarantors' future borrowings, in each case, except any future indebtedness that expressly provides that it ranks equal with, or junior in right of payment to, the new notes and the guarantees, as applicable. As of December 27, 2003, we had approximately $230.0 million of senior indebtedness outstanding, all of which is secured. In addition, our senior secured credit facilities and the indenture for the new notes permit us to incur up to $85.0 million in additional borrowings under our revolving credit facilities, subject, in the case of our senior secured credit facilities, to compliance with the covenants and conditions to borrowings under the senior secured credit facilities, which borrowings would be senior to the new notes and the guarantees. We are permitted to incur substantial additional indebtedness, including senior indebtedness, in the future.

        As a result of this subordination, upon any distribution to our creditors or the creditors of the guarantors in a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantors or our or their property, the holders of our senior debt and the senior debt of the guarantors are entitled to be paid in full and in cash before any payment may be made with respect to the new notes or the guarantees.

        All payments on the new notes and the guarantees may be blocked by our senior lenders in the event of a payment default on senior debt and may be blocked for up to 179 consecutive days in the event of certain non-payment defaults on designated senior debt.

        In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantors, holders of the new notes will participate with the trade creditors and all other holders of our and the guarantors' senior subordinated indebtedness in the assets remaining after we and the guarantors have paid all of the senior secured indebtedness. However, because the indenture requires that amounts otherwise payable to holders of the new notes in a bankruptcy or similar proceeding be paid to holders of senior indebtedness instead, holders of the new notes may receive less, ratably, than holders of trade payables or other unsecured, unsubordinated creditors in any such proceeding. In any of these cases, we and the guarantors may not have sufficient funds to pay all of our creditors, and holders of the new notes may receive less, ratably, than the holders of senior indebtedness.

The new notes will not be secured by our assets nor those of our guarantors, and the lenders under our senior secured credit facilities are entitled to remedies available to a secured lender, which gives them priority over you to collect amounts due to them.

        In addition to being subordinated to all our existing and future senior debt, the new notes and the guarantees will not be secured by any of our assets. Our obligations under our senior secured credit facilities are secured by, among other things, a first priority pledge of all the common stock of Sensus, substantially all our assets and substantially all the assets of certain of the guarantors as well as certain of the assets of our foreign subsidiaries with respect to the portions of our senior secured credit facilities that are made available to such subsidiaries. If we become insolvent or are liquidated, or if payment under our senior secured credit facilities or in respect of any other secured indebtedness is accelerated, the lenders under our senior secured credit facilities or holders of other secured indebtedness will be entitled to exercise the remedies available to a secured lender under applicable

18

law (in addition to any remedies that may be available under documents pertaining to our senior secured credit facilities or other senior debt). Upon the occurrence of any default under our senior secured credit facilities (and even without accelerating the indebtedness under our senior secured credit facilities), the lenders may be able to prohibit the payment of the new notes and guarantees either by limiting our ability to access our cash flow or under the subordination provisions contained in the indenture governing the new notes. See "The Senior Credit Facilities" and "Description of the New Notes—Ranking."

The new notes are not guaranteed by any of Parent's non-domestic subsidiaries and, as a result, will be effectively subordinated to all obligations of the non-guarantor subsidiaries.

        The subsidiary guarantors of the new notes include only our wholly-owned domestic subsidiaries, subject to certain limited exceptions. The new notes are not guaranteed by Parent's other subsidiaries (including all of Parent's foreign subsidiaries). One foreign subsidiary of Parent, incurred $30.0 million of debt under a new European term loan facility and may in the future incur $30.0 million under a new European revolving credit facility. As a result of this structure, the new notes will be effectively subordinated to all indebtedness and other obligations, including trade payables, of the non-guarantor subsidiaries of Parent. The effect of this subordination is that, in the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding involving a non-guarantor subsidiary, the assets of that subsidiary could not be used to pay you until after all other claims against that subsidiary, including trade payables, have been fully paid. In addition, holders of minority equity interests in non-guarantor subsidiaries may receive distributions prior to or pro rata with us depending on the terms of the equity interests.

        The historical financial data and the pro forma combined financial data included in this prospectus include data for Parent's non-guarantor subsidiaries. In fiscal 2003, the aggregate net sales of the non-guarantor subsidiaries were $169.9 million, representing approximately 33% of total sales of the Sensus Group and the aggregate net loss of the non-guarantor subsidiaries was $11.2 million. As of December 27, 2003, the aggregate total assets, excluding intercompany balances (based on book value), of the non-guarantor subsidiaries were $212.8 million, representing approximately 23% of total assets of the Sensus Group (based on book value). As of the same date, the non-guarantor subsidiaries had approximately $140.9 million of total liabilities (including trade payables and $30.0 million borrowed by a European subsidiary of Parent under our term loan facilities, but excluding debt owed to the issuer of the new notes or any note guarantor).

Federal and state fraudulent transfer laws and Bermuda law permit a court to void the new notes and the guarantees, and if that occurs, you may not receive any payments on the new notes.

        The new notes are guaranteed by each of the guarantors. Our issuance of the new notes and the issuance of the guarantees by the guarantors may be subject to review under federal and state fraudulent transfer and conveyance statutes or under Bermuda law if a bankruptcy, liquidation or reorganization proceeding, including circumstances in which bankruptcy is not involved, is commenced at some future date by, or on behalf of, our unpaid creditors or unpaid creditors of our guarantors. While the relevant laws may vary from state to state, under such laws the issuance of the new notes and the guarantees and the application of the proceeds therefrom will be a fraudulent conveyance if (1) we issued the new notes and the guarantees with the intent of hindering, delaying or defrauding creditors or (2) we or any of the guarantors, as applicable, received less than reasonably equivalent value or fair consideration in return for issuing either the new notes or a guarantee, and, in the case of (2) only, one of the following is true:

•

we or any of the guarantors were or was insolvent, or rendered insolvent, by reason of such transactions;

19

•

we or any of the guarantors were or was engaged in a business or transaction for which our or the applicable guarantor's assets constituted unreasonably small capital; or



•

we or any of the guarantors intended to, or believed that we or it would, be unable to pay debts as they matured.

        If a court were to find that the issuance of the new notes or a guarantee was a fraudulent conveyance, the court could void the payment obligations under the new notes or such guarantee or subordinate the new notes or such guarantee to presently existing and future indebtedness of ours or of the applicable guarantor, or require the holders of the new notes to repay any amounts received with respect to the new notes or such guarantee. In the event of a finding that a fraudulent conveyance occurred, you may not receive any payment on the new notes.

        The measures of insolvency for purposes of fraudulent transfer laws vary depending upon the governing law. Generally, an entity would be considered insolvent if, at the time it incurred indebtedness:

•

the sum of its debts was greater than the fair value of all its assets;



•

the present fair saleable value of its assets is less than the amount required to pay the probable liability on its existing debts and liabilities as they become due; or



•

it cannot pay its debts as they become due.

        A court would likely find that a subsidiary guarantor did not receive reasonably equivalent value or fair consideration for its subsidiary guarantee if the subsidiary guarantor did not substantially benefit directly or indirectly from the issuance of the new notes. Each subsidiary guarantee of the new notes will contain a provision intended to limit the subsidiary guarantor's liability to the maximum amount that it could incur without causing the incurrence of obligations under its subsidiary guarantee to be a fraudulent transfer. This provision may not be effective to protect the subsidiary guarantees from being voided under applicable fraudulent transfer law.

You cannot be sure that an active trading market will develop for the new notes.

        The new notes are a new issue of securities and there is no established trading market for the new notes. We do not intend to apply to list the new notes for trading on any securities exchange or to arrange for quotation on any automated dealer quotation system.

        As a result of this and the other factors listed below, an active trading market for the new notes may not develop, in which case the market price and liquidity of the new notes may be adversely affected.

        In addition, you may not be able to sell your new notes at a particular time or at a price favorable to you. Future trading prices of the new notes will depend on many factors, including:

•

operating performance and financial condition of the Sensus Group;



•

prospects of the Sensus Group or the prospects for companies in our industry generally;



•

the interest of securities dealers in making a market in the new notes;



•

the market for similar securities;



•

prevailing interest rates; and



•

the factors described in this prospectus under "Risk Factors."

        Historically, the market for non-investment grade debt has been subject to disruptions that have caused volatility in prices. It is possible that the market for the new notes will be subject to disruptions.

20

A disruption may have a negative effect on you as a holder of the new notes, regardless of our prospects or performance.

        Neither Goldman, Sachs & Co. nor any of its affiliates is obligated to make a market in the new notes. Goldman, Sachs & Co. may engage in market-making activities with respect to the new notes in the future and, should it do so, may discontinue such activities at any time without notice, at its sole discretion.

We may not be able to fulfill our repurchase obligations in the event of a change of control.

        Upon the occurrence of any change of control, we will be required to make a change of control offer to repurchase the new notes. Any change of control also would constitute a default under our senior secured credit facilities. Therefore, upon the occurrence of a change of control, the lenders under our senior secured credit facilities would have the right to accelerate their loans, and we would be required to repay all of our outstanding obligations under our senior secured credit facilities. Also, as our senior secured credit facilities will generally prohibit us from purchasing any new notes, if we do not repay all borrowings under our senior secured credit facilities first or obtain the consent of the lenders under our senior secured credit facilities, we will be prohibited from purchasing the new notes upon a change of control.

        In addition, if a change of control occurs, there can be no assurance that we will have available funds sufficient to pay the change of control purchase price for any of the new notes that might be delivered by holders of the new notes seeking to accept the change of control offer and, accordingly, none of the holders of the new notes may receive the change of control purchase price for their new notes. Our failure to make the change of control offer or to pay the change of control purchase price when due would result in a default under the indenture governing the new notes. See "Description of the New Notes—Defaults."

Bankruptcy may delay payment on the new notes.

        The Bankruptcy Code generally prohibits the payment of pre-bankruptcy debt by a company that commences a bankruptcy case. If we and the guarantors became debtors in bankruptcy cases, so long as the cases were pending you would likely not receive any payment of principal or interest due under the new notes.

There are state securities law restrictions on resale of the new notes.

        In order to comply with the securities laws of certain jurisdictions, the new notes may not be offered or resold by any holder unless they have been registered or qualified for sale in such jurisdictions or an exemption from registration or qualification is available and the requirements of such exemption have been satisfied. We do not currently intend to register or qualify the resale of the new notes in any such jurisdictions. However, an exemption is generally available for sales to registered broker-dealers and certain institutional buyers. Other exemptions under applicable state securities laws may also be available.

You must comply with the exchange offer procedures in order to receive new, freely tradable notes.

        Delivery of new notes in exchange for old notes tendered and accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of the following:

•

certificates for old notes or a book-entry confirmation of a book-entry transfer of old notes into the exchange agent's account at The Depository Trust Company, or DTC, New York, New York as a depository, including an agent's message, as defined in this prospectus, if the tendering holder does not deliver a letter of transmittal;

21

•

a completed and signed letter of transmittal, or facsimile copy, with any required signature guarantees, or, in the case of a book-entry transfer, an agent's message in place of the letter of transmittal; and



•

any other documents required by the letter of transmittal.

        Therefore, holders of old notes who would like to tender old notes in exchange for new notes should be sure to allow enough time for the old notes to be delivered on time. We are not required to notify you of defects or irregularities in tenders of old notes for exchange. Old notes that are not tendered or that are tendered but we do not accept for exchange will, following consummation of the exchange offer, continue to be subject to the existing transfer restrictions under the Securities Act and will no longer have the registration and other rights under the exchange agreement. See "The Exchange Offer—Procedures for Tendering Old Notes" and "The Exchange Offer—Consequences of Not Exchanging Old Notes."

Some holders who exchange their old notes may be deemed to be underwriters and these holders will be required to comply with the registration and prospectus delivery requirements in connection with any resale transaction.

        If you exchange your old notes in the exchange offer for the purpose of participating in a distribution of the new notes, you may be deemed to have received restricted securities. If you are deemed to have received restricted securities, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Redemption may adversely affect your return on the notes.

        The notes are subject to redemption at our option. We may choose to redeem the notes at times when prevailing interest rates may be relatively low. In that circumstance, you generally will not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of the notes.

Risks Relating to Our Business

We are a newly formed company with no recent operating history as a stand-alone company, which may lead to risks or unanticipated expenses similar to those of a start-up company.

        Prior to our acquisition of Invensys Metering Systems, Invensys provided us with a number of support services, including corporate services such as certain accounting functions, internal audit, treasury, taxation, legal and intellectual property, insurance administration, certain human resource functions and information technology functions. In connection with the Acquisition, we entered into a transition services agreement with Invensys pursuant to which Invensys assists us in establishing stand-alone information technology capability and other human resources and administrative services. See "The Acquisition—Transition Services Agreement." Although we have begun hiring support personnel, transitioning intellectual property and information technology and establishing insurance coverage and employee benefit programs, we cannot assure you that we will be able to replace the services we historically received from Invensys in a timely matter or on terms and conditions we will find acceptable. Although we do not currently estimate that our costs of providing or obtaining services previously obtained from Invensys will increase in any material respect, we cannot assure you that our cost will not exceed amounts historically reflected in the financial statements. Our inability to complete the arrangement of replacement services appropriate for operation as a stand-alone company could negatively affect the continuity of the performance of these functions.

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If we cannot successfully implement our business strategy, our business, results of operations and potential for growth will be adversely affected.

        Our ability to achieve our business and financial objectives is subject to a variety of factors, many of which are beyond our control, and we may not be successful in implementing our strategy. In addition, the implementation of our strategy may not improve our operating results. We may decide to alter or discontinue aspects of our business strategy and may adopt alternative or additional strategies due to business or competitive factors or factors not currently expected, such as unforeseen costs and expenses or events beyond our control. Any failure to successfully implement our business strategy may adversely affect our results of operations and opportunities for growth.

Our intellectual property may be inadequately protected which could result in loss of our exclusive right to use the intellectual property. Additionally, some of our intellectual property may be misappropriated which could subject us to claims of infringement.

        We rely on a combination of patents, trademarks, copyrights, licenses and trade secret rights to protect our intellectual property throughout the world. We cannot assure you that our patent or trademark applications will be approved, that any patents or trademark registrations that may be issued will adequately protect our intellectual property or that any issued patents or registered trademarks will not be challenged by third parties. Other parties may independently develop similar or superior technologies or designs around any patents that may be issued to us. We cannot be certain that the steps we have taken will prevent the misappropriation of our intellectual property, particularly in foreign countries where the laws may not protect our proprietary rights as fully as the laws of the United States.

        In the ordinary course of our operations, we, and other companies within the Sensus Group, from time to time pursue and are pursued in administrative proceedings and litigation concerning the protection of intellectual property rights. For example, a German competitor initiated proceedings to invalidate German Patent DE 195 35 683 held by a German subsidiary of Parent relating to bulk water meter products, resulting recently in the revocation of that patent by the German patent office. Net sales of products using this patent were approximately $10.0 million in fiscal 2003. Although we do not believe any material impact to the business of the Sensus Group will result from this decision, the holder of the patent is appealing it and intends to vigorously oppose it.

        In addition, a German subsidiary of Parent is currently seeking to invalidate a third-party German Patent DE 196 51 202, which relates to the MEI TWIN compound water meter products and which is registered to a German competitor. We cannot assure you that the suit will be successful. If it is not successful, the German subsidiary could be subject to a lawsuit accusing it of patent infringement. The German subsidiary would vigorously defend itself against any such infringement claim, but there can be no guarantee that it would prevail. Net sales of our MEI TWIN product were approximately $2.8 million in fiscal 2003.

        If successful, third party intellectual property lawsuits could subject us to substantial damages, and require us to cease the manufacture, use and sale of infringing products, expend significant resources to develop non-infringing technology, or discontinue the use of certain technology. They could also force us to seek licenses to the infringing technology, which licenses may not be available on reasonable terms, or at all. Our ability to sustain current margins on some or all of our products may be affected, which could reduce our sales and profitability. Third party suits could also invalidate our intellectual property rights or those of other members of the Sensus Group. Regardless of the success of any third party-initiated or company-initiated claims, they would likely be time-consuming and expensive to resolve, and would divert the time and attention of our management.

        We have licensed technology from third parties to develop new products or product enhancements, including licenses that relate to many of our current leading products. We also expect to seek

23

technology from third parties in the future as needed or desirable for future products and product enhancements. For example, we are currently in discussions with third parties for licenses to technology important to our next-generation AMR systems. We cannot assure you that third party licenses will be available to us on commercially reasonable terms, if at all. The inability to obtain any third party license required to develop new products or product enhancements could require us to obtain substitute technology of lower quality or performance standards or at greater cost, or could require that we change our product and design plans, and we may still become involved in third party law suits, any of which could seriously harm or delay our ability to manufacture and sell our products.

Our business is subject to the regulation of, and dependent on licenses granted by, the Federal Communications Commission and other governmental bodies. Changes in existing regulations or the losses of our licenses could adversely affect our business.

        A significant portion of our AMR products use radio spectrum and are subject to regulation by the Federal Communications Commission, or FCC, in the United States. Licenses for radio frequencies must be obtained and periodically renewed. There can be no assurance that any license granted to us or our customers will be renewed on acceptable terms, if at all, or that the FCC will keep in place rules for our frequency bands that are compatible with our business. In the past, the FCC has adopted changes to the requirements for equipment using radio spectrum, and it is possible that the FCC or the United States Congress will adopt additional changes in the future.

        We have committed, and will continue to commit, significant resources to the development of products that use particular radio frequencies. Action by the FCC could require modifications to our products. If we are unable to modify our products to meet such requirements, we could experience delays in completing such modifications, or the cost of such modifications could have a material adverse effect on our future financial condition and results of operations.

        Our radio-based products currently employ both licensed and unlicensed radio frequencies. There must be sufficient radio spectrum allocated by the FCC for our intended uses. As to the licensed frequencies, there is some risk that there may be insufficient available frequencies in some markets to sustain our planned operations. The unlicensed frequencies are available for a wide variety of uses and are not entitled to protection from interference by other users. In the event that the unlicensed frequencies become unacceptably crowded or restrictive, and no additional frequencies are allocated, our business could be materially adversely affected. We are also subject to regulatory requirements on our radio-based products in international markets that vary by country. In some countries, limitations on frequency availability or the cost of making necessary modifications may preclude us from selling our products.

        The water and heat meters business of the Sensus Group is subject to national regulation in many European countries. For instance in Germany, there are national regulations that require cold water meters to be recalibrated and repaired every six years. Hot water and heat meters need to be recalibrated and repaired every five years. Other European countries, including The Netherlands, Austria, Switzerland, the Czech Republic and Slovakia, have similar regulations. Because of the relative expense involved in repairing water and heat meters, many customers install new meters at the time these national regulations call for recalibration and repair. If these national regulations were changed to extend the time for recalibration and repair, that could decrease sales of water and heat meters in Europe. If European or other countries were to impose new or change existing regulations regarding products, that could also materially and adversely affect the business, financial condition and results of operation of the Sensus Group.

        We are also subject to governmental regulations related to occupational safety and health, labor, and wage practices. In addition, we are subject to various government regulations regarding the performance of certain engineering services. Failure to comply with current or future regulations could result in the imposition of substantial fines, suspension of production, alteration of our production processes, cessation of operations or other actions which could materially and adversely affect our business, financial condition and results of operations.

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We depend on our ability to develop new products for our success. There is no guarantee we will continue to be successful in developing new products.

        We have made, and expect to continue to make, substantial investments in technology development. Our future success will depend, in part, on our ability to continue to design and manufacture new competitive products and to enhance our existing products. This product development will require continued investment in order to maintain our market position. There can be no assurance that unforeseen problems will not occur with respect to the development, performance or market acceptance of our technologies or products or that we will meet our product development schedules. In addition, there can be no assurance that we will have market acceptance of our new products and systems. For example, market acceptance for AMR systems varies by country based on such factors as the regulatory and business environment, labor costs and other economic conditions. We believe that our customers rigorously evaluate their suppliers on the basis of a number of factors, including:

•

product quality;



•

reliability and timeliness of delivery;



•

new product innovation;



•

price competitiveness;



•

technical expertise and development capability;



•

product design capability;



•

manufacturing expertise;



•

operational flexibility;



•

customer service; and



•

overall management.

        Our success depends on our ability to continue to meet our customers' changing requirements. We cannot assure you that we will be able to address technological advances or introduce new products that may be necessary to allow us to remain competitive within our businesses. Furthermore, we cannot assure you that we can adequately protect any of our own technological developments to produce a sustainable competitive advantage.

We have transitioned a substantial portion of our manufacturing capabilities to contract manufacturers. If we are unable to manage our outsourcing arrangements effectively, or if we are unable to accurately project demand, our revenue and profitability could be harmed.

        Our future operating results will depend on our ability to develop and manufacture products cost-effectively. To minimize manufacturing costs, as well as focus on our core competencies and streamline our operations, we have outsourced production of products representing approximately 8.2% of fiscal 2003 total net sales. The primary products that we have outsourced have been the MXU radio transducers and iCon electric meters. The outsourcing of production capabilities somewhat diminishes the day-to-day control that we are able to exercise over the production process which could result in quality problems, and correspondingly increased product warranty costs. In addition, as we outsource more and more production capacity, we will retain limited internal production capacity, and will, therefore, rely on our contract manufacturers to fill orders on a timely basis. We will be required to provide accurate forecasts to our contract manufacturers in order to satisfy demand for our products. If we overestimate our requirements, we may be required to purchase quantities of products that exceed customer demand. If we underestimate our requirements, we may have inadequate inventory from which to meet customer demand.

25

We rely on independent distributors for a significant portion of our sales. There is no guarantee that we will be able to retain the services of these distributors.

        In addition to our own direct sales force, we depend on the services of independent distributors to sell our products and provide service and aftermarket support to our end-customers. In fiscal 2003, approximately 25% of the net sales of the Sensus Group were generated from sales to our top ten distributors, with approximately 12% of our net sales coming from sales to distributors affiliated with National Waterworks, Inc. In fiscal 2003, approximately 55% of the net sales of the Sensus Group were generated through distributors. The majority of the distribution contracts we have with these independent distributors are cancelable by the distributor after a short notice period. We cannot assure you that these distributors will not terminate their agreements with us.

        Our reliance on these major distributors exposes us to:

•

the risk of changes in the business condition of our major distributors;



•

the risk that these distributors may decide to terminate their agreements with us and offer our competitors' products instead; and



•

the risk that the loss of a major distributor could adversely affect our results of operations.

        The loss of one or more key distributors, such as distributors affiliated with National Waterworks, Inc. or a substantial number of our other distributors, could materially reduce our sales and profits. While our relationships with our ten largest distributors have been long-standing, distributors in our industry have experienced significant consolidation in recent years, and we cannot assure you that our distributors will not be acquired by other distributors who buy products from our competitors. We also cannot assure you that, as consolidation among distributors continues, distributors will not be able to force us to lower our prices, which would have an adverse impact on our results of operations.

Environmental compliance costs and liabilities could reduce our net income and cash available for operations.

        We are subject to increasingly stringent laws and regulations relating to environmental protection, including laws and regulations governing air emissions, water discharges and waste management. We incur, and expect to continue to incur, significant capital and operating costs to comply with environmental laws and regulations. In fiscal 2003, the Sensus Group incurred $0.5 million of costs related to environmental compliance. Our failure to comply with applicable environmental laws and regulations and permit requirements could result in civil or criminal fines, penalties or enforcement actions, third party claims for property damage and personal injury or requirements to clean up property, including the installation of pollution control equipment or remedial actions. These laws may provide for "strict liability" for damages to natural resources or threats to public health and safety. Strict liability can render a party liable for environmental damage without regard to negligence or fault on the part of the party.

        We use hazardous substances and generate hazardous wastes in our operations. In addition, many of our current and former properties and those of other companies in the Sensus Group are or have been used for industrial purposes and are known to be contaminated as a result of prior operations. Accordingly, we, and they, are subject to potentially material liabilities relating to the ongoing investigation and cleanup of these properties, and to claims alleging personal injury or property damage as the result of exposures to, or releases of, hazardous substances. In addition, a German subsidiary of Parent has been identified as a source for a regional groundwater contamination problem in the vicinity of its facility in Ludwigshafen, Germany. Pursuant to the terms of the agreement for the acquisition of Invensys Metering Systems, certain subsidiaries of Invensys, including Invensys International Holdings Limited, Invensys, Inc. and BTR Industries Limited, have agreed to indemnify us against certain

26

pre-existing environmental liabilities, including liabilities associated with several U.S. facilities and the Ludwigshafen, Germany facility. Subject to certain specific exceptions, Invensys is only required to indemnify the Sensus Group for environmental liabilities which relate to our businesses to the extent that they exceed $6.0 million, generally, and $339,000, in the case of the contamination at the facility in Ludwigshafen, Germany. In addition, claims for indemnification arising from environmental contamination must, subject to certain exceptions, be asserted against Invensys prior to the fifth anniversary of the Acquisition and are limited to an aggregate indemnity of $25.0 million. See "The Acquisition—Indemnification Obligations."

        Moreover, stricter enforcement of existing laws and regulations, new laws and regulations, the discovery of previously unknown contamination or the imposition of new or increased requirements could require us to incur costs or become the basis of new or increased liabilities that could reduce our earnings and our cash available for operations.

We face potential liability from asbestos exposure claims.

        One of our subsidiaries, along with as many as 200 or more other companies, is a defendant in several lawsuits filed between July 2002 and March 2004 in Mississippi by groups of plaintiffs alleging illnesses from exposure to asbestos or asbestos-containing products. Personal injury claims, including those related to asbestos exposure, can result in very large monetary awards for the plaintiff, particularly in southern states such as Mississippi, which are perceived to provide a sympathetic forum for these types of claims. Because the cases are in initial stages, it is uncertain whether any plaintiffs have an asbestos-related illness, or were exposed to an asbestos-containing component part of a product of our subsidiary or whether such exposure could have been a contributing factor to the alleged illness. There have been no settlements, verdicts, judgments, or dismissals of these claims. Although we are entitled to indemnification for legal and indemnity costs for asbestos claims related to these products from certain subsidiaries of Invensys pursuant to the stock purchase agreement for the acquisition of Invensys Metering Systems, such indemnities, when aggregated with all other indemnity claims, are limited to the purchase price paid by us for the acquisition. See "The Acquisition—Indemnification Obligations."

We have recorded a significant amount of intangible assets that may never generate the returns we expect, which may require us to write off a significant portion of our intangible assets and would have an adverse effect on our financial condition and results of operations.

        Our acquisitions have resulted in significant increases in identifiable intangible assets and goodwill. Identifiable intangible assets, which include customer relationships, trademarks and tradenames, license agreements and technology acquired by the Sensus Group in acquisitions, were approximately $259.7 million at December 27, 2003, representing approximately 27.6% of total assets. Goodwill, which relates to the excess of cost over the fair value of the net assets of the businesses we acquired, was approximately $356.0 million at December 27, 2003, representing approximately 37.9% of our total assets. Total identifiable intangible assets, including trademarks, tradenames, patents, customer relationships and a non-competition agreement, were increased substantially as a result of our acquisition of Invensys Metering Systems.

        Goodwill and identifiable intangible assets, which are deemed to have indefinite lives, are recorded at fair value on the date of acquisition and, under FAS 142, are reviewed at least annually for impairment. Impairment may result from, among other things, deterioration in the performance of the acquired business, adverse market conditions, adverse changes in applicable laws or regulations, including changes that restrict the activities of the acquired business, and a variety of other circumstances. The amount of any impairment must be written off. We may never realize the full value

27

of our intangible assets. Any future determination requiring the write-off of a significant portion of intangible assets would have an adverse effect on our financial condition and results of operations.

We are facing increasing competition. If we are unable to successfully implement our business strategy we risk losing market share to these competitors.

        We face competitive pressures from a variety of companies in each of the markets we serve. Some of our present and potential future competitors have or may have substantially greater financial, marketing, technical or manufacturing resources, and in some cases, greater name recognition, market penetration and experience than us. Our competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements. They may also be able to devote greater resources to the development, promotion and sale of their products and services than we can. In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties that increase their ability to address the needs of our prospective customers. For example, in October 2003, Roper Industries Inc. announced that it signed a definitive agreement to buy our competitor, Neptune Technology Group Inc. and its water metering business. It is possible that new competitors or alliances among current and new competitors may emerge and rapidly gain significant market share. If we cannot compete successfully against current or future competitors, it could have a material adverse effect on our business, financial condition, results of operations and cash flow.

        Additionally, some of our larger, more sophisticated customers are attempting to reduce the number of vendors from which they purchase in order to increase their efficiency. If we are not selected to become one of these preferred providers, we may lose access to certain sections of the markets in which we compete. Our customers increasingly demand a broad product range and we must continue to develop our expertise in order to manufacture and market these products successfully. To remain competitive, we will need to invest continuously in research and development, manufacturing, customer service and support, marketing and our distribution networks. We may also have to adjust the prices of some of our products to stay competitive. We cannot assure you that we will have sufficient resources to continue to make such investments or that we will maintain our competitive position within each of the markets we serve.

We are dependent on the utility industry, which may experience volatility. This volatility could cause our results of operation to vary significantly from period to period.

        In fiscal 2003, approximately 93% of total net sales of the Sensus Group were derived from sales of products and services to the utility industry. Purchases of our products are, to a substantial extent, deferrable in the event that utilities reduce capital expenditures as a result of, among other factors, mergers and acquisitions, pending or unfavorable regulatory decisions, poor sales due to weather conditions, rising interest rates or general economic downturns.

        The utility industry, both domestic and foreign, is generally characterized by long budgeting, purchasing and regulatory process cycles that can take up to several years to complete. Our utility customers typically issue requests for quotes and proposals, establish evaluation committees, review different technical options with vendors, analyze performance and cost/benefit justifications and perform a regulatory review, in addition to applying the normal budget approval process within a utility.

        Such purchase decisions are often put on hold indefinitely when merger negotiations begin. If our customers engaged in a high amount of merger and acquisition activity, our sales could be materially adversely affected. If future state or other regulatory decisions are issued that could cause a delay in purchasing decisions, or if we experience changes in our customer base or requirements to modify our

28

products and services (or develop new products or services) to meet the needs of market participants, our results could be materially and adversely affected.

        Many of our products are distributed to utilities contractors in connection with residential, commercial and industrial construction projects. Historically, new housing construction has decreased during economic slowdowns and the level of activity in the commercial and industrial construction markets depends on the general economic outlook, corporate profitability, interest rates and existing plant capacity utilization. In general, factors such as trends in the construction industry, billing practices, changes in municipal spending or other factors that influence metering products sales are not within our control and, as a result, may have a material adverse effect on our operating results and financial condition.

If we are unable to meet future capital needs of our business, we will be unable to make necessary capital investments and our business may be adversely affected.

        We periodically make capital investments to, among other things, maintain and upgrade our facilities and enhance our production processes. As we maintain and grow our business, we may have to incur significant capital expenditures. We believe that we will be able to fund these expenditures through cash flow from operations and borrowings under our senior secured credit facilities. We cannot assure you that we will have, or be able to obtain, adequate funds to make all necessary capital expenditures when required, or that the amount of future capital expenditures will not be materially in excess of our anticipated or current expenditures. If we are unable to make necessary capital expenditures, our product line may become dated, our productivity may be decreased and the quality of our products may be adversely affected, which, in turn, could reduce our sales and profitability. See "Management's Discussion and Analysis of Financial Condition and Results of Operations."

We are subject to work stoppages at our facilities, or our customers may be subjected to work stoppages, which could seriously impact the profitability of our business.

        As of December 27, 2003, the Sensus Group had approximately 3,300 employees, of whom approximately 1,200 were employed in the United States and approximately 2,100 were employed abroad. As of December 27, 2003, approximately 55% of our employees located in the United States were represented by labor unions and approximately 37% of the workforce of the Sensus Group were employed in Europe, where trade union membership is common.

        In the United States, we are a party to labor agreements with the United Steel Workers of America and the United Automobile Workers. The current agreement with the UAW and Precision Die Casting in Russellville, KY, which was reached after lengthy negotiations and an approximate one-month work stoppage, expires in October 2006. The United Steel Workers agreement in Uniontown, PA is in effect until the end of February 2008. The existing agreement with the Steel Workers at Smith-Blair Inc. in Texarkana, AR is in effect until the end of March 2007.

        In Germany, employees of the Sensus Group are represented by IG Metall, which negotiates labor terms and conditions with local Employers Associations that also represent other employers. The outcome of these negotiations also directly affects non-unionized employees to the extent that individual employment agreements contain cross references to relevant metal union contracts. The current framework union agreement with IG Metall that applies to the Ludwigshafen and Hannover operations of the Sensus Group was recently renegotiated and the new contract will expire in February 2006. Although we believe that our relations with our employees are generally good, a strike, work stoppage or other slowdown by our unionized workers could cause a disruption of our operations, which could interfere with our ability to deliver products on a timely basis and could have other negative effects, such as decreased productivity and increased labor costs. In addition, if a greater

29

percentage of our work force becomes unionized, our business and financial results could be materially adversely affected.

        Many of our direct and indirect customers have unionized work forces. Strikes, work stoppages or slowdowns experienced by these customers or their suppliers could result in slowdowns or closures of assembly plants where our products are used and, thus, adversely affect the demand for our products.

A number of key personnel are critical to the success of our business. The loss of any such personnel would adversely affect our business.

        Our success depends in large part upon our ability to retain our senior management, including Daniel W. Harness, our Chief Executive Officer, Peter Mainz, our Chief Financial Officer, and Barry W. Seneri, our Executive Vice President of Operational Excellence. The loss of one or more of these individuals could have a material adverse effect on our business. Our success also depends on our ability to recruit, retain and motivate highly-skilled sales, marketing and technical personnel. Competition for these persons in our industry is intense and we may not be able to successfully recruit, train or retain qualified personnel. If we fail to retain and recruit the necessary personnel, our business and our ability to obtain new customers, develop new products and provide acceptable levels of customer service could suffer. In connection with the acquisition of Invensys Metering Systems, we entered into employment agreements with Messrs. Harness and Mainz; however, we cannot assure you that these individuals will stay with us. If any of these persons were to leave our company it could be difficult to replace him or her, and our business could be harmed. In addition, we do not maintain "key man" life insurance on the lives of members of our senior management.

International operations expose the Sensus Group to numerous risks that are not common to purely domestic businesses.

        In fiscal 2003 and for the nine months ended December 27, 2003, foreign operations of the Sensus Group represented approximately 32% and 33% of combined and consolidated net sales, respectively. The Sensus Group is subject to the risks inherent in conducting business across national boundaries, any one of which could adversely impact its business. These risks include:

•

regional economic downturns;



•

changes in governmental policy or regulation;



•

restrictions on the transfer of funds into or out of the country;



•

import and export duties and quotas;



•

domestic and foreign customs and tariffs;



•

different regimes controlling the protection of our intellectual property;



•

international incidents;



•

military outbreaks;



•

government instability;



•

nationalization of foreign assets;



•

government protectionism;



•

compliance with U.S. Department of Commerce export controls;



•

potentially negative consequences from changes in tax laws;



•

higher interest rates;

30

•

requirements relating to withholding taxes on remittances and other payments by subsidiaries;



•

difficulty in staffing and managing widespread operations;



•

restrictions on our ability to own or operate subsidiaries, make investments or acquire new businesses in these jurisdictions; and



•

exposure to liabilities under the Foreign Corrupt Practices Act.

For example, weak economic conditions in Europe and South America resulted in lower water meter sales for the nine months ended December 27, 2003. Also, our Chinese joint venture relies on a utility that is owned by a local governmental entity for its manufacturing facilities. There can be no assurance that we will continue to have the cooperation of the local Chinese government in our manufacturing operations. As an additional example, the political and economic instability currently prevalent in South American countries has limited our ability to grow our business in those countries. We cannot assure you that one or more of these factors will not impair the current or future international operations of the Sensus Group and, as a result, harm our overall business.

We are subject to the effects of fluctuations in foreign exchange rates.

        The financial condition and results of operations of each operating foreign subsidiary of Parent are reported in the relevant local currency and then translated into U.S. dollars at the applicable currency exchange rate for inclusion in the financial statements of the Sensus Group. Exchange rates between these currencies and U.S. dollars in recent years have fluctuated significantly and may do so in the future. For example, for the nine months ended December 27, 2003, net sales were positively impacted by the appreciation of the euro versus the U.S. dollar by $18.6 million. During that same period, had the U.S. dollar appreciated versus the euro, the U.S. dollar denominated net sales for the Sensus Group would have been adversely impacted.

        In addition to currency translation risks, the Sensus Group incurs currency transaction risk whenever one of its operating subsidiaries enters into either a purchase or a sales transaction using a different currency than the currency in which it receives revenues. Given the volatility of exchange rates, there can be no assurance that the Sensus Group will be able to effectively manage its currency transaction and/or translation risks or that any volatility in currency exchange rates will not have a material adverse effect on the financial condition or results of operation of the Sensus Group.

We may face volatility in the availability of energy and raw materials used in our manufacturing process.

        In the manufacturing of our products, we use large amounts of energy, including electricity and gas, and raw materials and processed inputs, including brass castings, aluminum ingot, plastics and rubber. We obtain energy, raw materials and certain manufactured components from thirty-party suppliers. We do not maintain long-term supply contracts with our suppliers. The loss of, or a substantial decrease in the availability of, such products from some of our suppliers, or the loss of key supplier relationships could have a material adverse effect on our business, results of operations and financial condition. The availability and prices of electricity, gas and raw materials may be subject to curtailment or change due to, among other things, new laws or regulations, suppliers' allocations to other purchasers, interruptions in production by suppliers, changes in exchange rates and worldwide price levels. In addition, supply interruptions could arise from shortages of electricity, gas and raw materials, labor disputes, transportation disruptions, impaired financial condition of suppliers, weather emergencies or other natural disasters. Any change in the supply of, or price for, these energy sources and raw materials may adversely affect our ability to satisfy our customers on a timely basis and thereby negatively affect our financial performance. In addition, we may not be able to pass any price

31

increases in raw materials or other product inputs along to our customers in the form of higher prices, which may have a adverse affect on our operating results.

We face potential product liability claims relating to products we manufacture or distribute. The successful assertion of a large product liability claim could subject us to substantial damages.

        We face risk of exposure to existing and future product liability claims in the event that the use of our products is alleged to have resulted in injury or other adverse effects. We currently maintain product liability insurance coverage providing for primary coverage of $2.0 million and excess coverage of $50.0 million, but we cannot assure you that we will be able to obtain such insurance on acceptable terms in the future, if at all, or that any such insurance will provide adequate coverage against potential claims. In addition, although we are entitled to indemnification from certain subsidiaries of Invensys under the terms of the stock purchase agreement for certain product liability claims existing prior to our acquisition of Invensys Metering Systems, we cannot assure you that we will be able to recover from the indemnifying parties in the event we are found liable. Product liability claims can be expensive to defend and can divert the attention of management and other personnel for long periods of time, regardless of the ultimate outcome of the litigation with respect to those claims. An unsuccessful product liability defense could have a material adverse effect on our business, financial condition or results of operations or our ability to make payments on the new notes when due. In addition, our business depends on the strong product reputation we believe we have developed. In the event that this reputation is damaged, we may face difficulty in maintaining the pricing of some of our products, which would reduce our sales and profitability.

We may be unable to identify attractive acquisition candidates, successfully integrate our acquired operations or realize the intended benefits of our acquisitions. As a result, growth from acquisitions could be limited.

        We may pursue selective strategic acquisition opportunities. We may evaluate potential acquisitions, some of which could be material, and engage in discussions with acquisition candidates. We cannot assure you that suitable acquisition candidates will be identified and acquired in the future, that the financing of any such acquisition will be available on satisfactory terms or that we will be able to accomplish our strategic objectives as a result of any such acquisition. Nor can we assure you that our acquisition strategies will be successfully received by customers or achieve their intended benefits. If we consummate an acquisition, our capitalization and results of operations may change significantly. Future acquisitions would likely result in the incurrence of debt and contingent liabilities and an increase in interest expense and amortization expenses or periodic impairment charges related to goodwill and other intangible assets as well as significant charges relating to integration costs, which could have a material adverse effect on our results of operations or financial condition. Often acquisitions are undertaken to improve the operating results of either or both of the acquirer and the acquired company and we cannot assure you that we will be successful in this regard. We will encounter various risks in acquiring other companies, including the possible inability to integrate an acquired business into our operations, diversion of management's attention and unanticipated problems or liabilities, some or all of which could materially and adversely affect us.

We rely on our information technology systems to conduct our business. If these systems fail to adequately perform these functions, or if we experience an interruption in their operation, our business and financial results could be adversely affected.

        The efficient operation of our business is dependent on our information technology systems. We rely on our information technology systems to effectively manage our business data, communications, computing needs and production and supply chain, and conduct order entry, order fulfillment, inventory replenishment, e-commerce and other business processes. The failure of our information

32

technology systems to perform as we anticipate could disrupt our business and could result in decreased sales, increased overhead costs, excess inventory and product shortages, causing our business and results of operations to suffer. In addition, our information technology systems are vulnerable to damage or interruption from circumstances beyond our control, including fire, natural disasters, power loss and computer systems failure and viruses. Any such interruption could have a material adverse effect on our business.

We are controlled by our principal investors, whose interests in our business may be different than yours and who control the appointment of our board of directors. As a result, conflicts may exist with respect to fundamental business decisions

        Our principal investors, The Resolute Fund and GS Capital Partners, beneficially own approximately 65.9% and 32.9% of Sensus, respectively, through their equity interests in Holdings. Our entire board was designated by persons affiliated with The Resolute Fund and GS Capital Partners, and persons affiliated with The Resolute Fund have the ability to designate a majority of the board. In addition, persons affiliated with our principal investors control the appointment of management and the entering into of mergers, sales of substantially all of our assets and other extraordinary transactions. The interests of our principal investors and their affiliates, with respect to these and other business decisions, could conflict with yours. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of our principal investors as equity holders might conflict with your interests as a new note holder. Affiliates of our principal investors may also have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their equity investments, even though such transactions might involve risks to you as a holder of the new notes. In addition, our principal investors or their affiliates may in the future own businesses that directly compete with ours.

Terrorist attacks, such as the attacks that occurred in New York and Washington, D.C. on September 11, 2001, and other acts of violence or war, including the military action in Iraq, have and could negatively impact the U.S. and foreign economies, the financial markets, the industries in which we operate, our operations and our profitability.

        Terrorist attacks may negatively affect our operations and your investment. There can be no assurance that there will not be further terrorist attacks worldwide. These attacks have contributed to economic instability in the United States and elsewhere, and further acts of terrorism, violence or war could further affect the industries in which we operate, our business and our results of operations. In addition, terrorist attacks or hostilities may directly impact our physical facilities or those of our suppliers or customers and could impact our sales, our supply chain, our production capability and our ability to deliver our products and services to our customers. The consequences of any terrorist attacks or hostilities are unpredictable, and we may not be able to foresee events that could have an adverse effect on our operations or your investment.

33

FORWARD-LOOKING STATEMENTS

        This prospectus includes forward-looking statements that are subject to risks and uncertainties. All statements included in this prospectus that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. Forward-looking statements give our current expectations and projections relating to the financial condition, results of operations, plans, objectives, future performance and business of the Sensus Group. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "may," "could," "likely" and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.

        These forward-looking statements are based on our expectations and beliefs concerning future events affecting us. They are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we do not know whether our expectations will prove correct. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Many factors mentioned in our discussion in this prospectus, including the risks outlined under "Risk Factors," will be important in determining future results. Actual future results may vary materially as a result of various risks and uncertainties, including, but not limited to:

•

our inability to complete the arrangement of replacement services appropriate for operation as a stand-alone company;



•

our inability to successfully implement our business strategy;



•

claims of infringement or misappropriation of our intellectual property;



•

compliance with regulations of the Federal Communications Commission and other governmental bodies;



•

our inability to develop new products;



•

our reliance on independent distributors;



•

costs associated with environmental compliance and liabilities;



•

our inability to realize the full value of our intangible assets;



•

competition in our industry;



•

our dependence on the utility industry, which has experienced volatility;



•

our inability to meet our debt service obligations;



•

the availability and terms of additional capital to fund our operations;



•

work stoppages experienced by us or our customers or suppliers;



•

our inability to retain and attract key personnel;



•

instability of foreign economies and fluctuations in foreign exchange rates;



•

the availability and/or cost of energy and raw materials;



•

product liability claims relating to products we manufacture or distribute;



•

our reliance on information technology systems to conduct our business; and



•

terrorist attacks and other acts of violence or war.

        Because of these factors, we caution that investors should not place undue reliance on any of our forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and except as required by law we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.

34

THE EXCHANGE OFFER

Purpose and Effect; Registration Rights

        On December 17, 2003 (the "issue date") we sold $275.0 million of our 8⁵/8% Senior Subordinated Notes due 2013 in a private placement. The old notes were resold under an offering circular dated December 11, 2003 in reliance on Rule 144A and other available exemptions under the Securities Act of 1933, as amended. On December 17, 2003, we, the guarantors and the initial purchasers also entered into a registration rights agreement pursuant to which each of us and the guarantors agreed that we would, at our expense, for the benefit of the holders of the old notes, subject to certain exceptions:

(1)

within 90 days after the issue date, file a registration statement (the "exchange offer registration statement") with the SEC with respect to a registered offer (the "registered exchange offer") to exchange the old notes for new notes of Sensus having terms substantially identical in all material respects to the old notes (except that the new notes will not contain terms with respect to transfer restrictions);



(2)

use our reasonable best efforts to cause the exchange offer registration statement to be declared effective under the Securities Act within 210 days after the issue date;



(3)

as soon as practicable after the effectiveness of the exchange offer registration statement, offer the new notes in exchange for surrender of the old notes; and



(4)

keep the registered exchange offer open for not less than 30 days (or longer if required by applicable law) after the date notice of the registered exchange offer is mailed to the holders of the old notes.

        For each old note tendered to us pursuant to the registered exchange offer, we will issue to the holder of such old note a new note having a principal amount equal to that of the surrendered old note. Interest on each new note will accrue from the last interest payment date on which interest was paid on the old note surrendered in exchange therefor, or, if no interest has been paid on such old note, from the date of its original issue.

        Under existing SEC interpretations, the new notes will be freely transferable by holders other than our affiliates after the registered exchange offer without further registration under the Securities Act if the holder of the new notes represents to us in the registered exchange offer that it is acquiring the new notes in the ordinary course of its business, that it has no arrangement or understanding with any person to participate in the distribution of the new notes and that it is not an affiliate of Sensus, as such terms are interpreted by the SEC; provided, however, that broker-dealers receiving new notes in the registered exchange offer will have a prospectus delivery requirement with respect to resales of such new notes. The SEC has taken the position that participating broker-dealers may fulfill their prospectus delivery requirements with respect to new notes (other than a resale of an unsold allotment from the original sale of the old notes) with the prospectus contained in the exchange offer registration statement.

        Under the registration rights agreement, we are required to allow participating broker-dealers and other persons, if any, with similar prospectus delivery requirements to use the prospectus contained in the exchange offer registration statement in connection with the resale of such new notes for 180 days following the effective date of such exchange offer registration statement (or such shorter period during which participating broker-dealers are required by law to deliver such prospectus).

        A holder of old notes (other than certain specified holders) who wishes to exchange such old notes for new notes in the registered exchange offer will be required to represent that any new notes to be received by it will be acquired in the ordinary course of its business and that at the time of the commencement of the registered exchange offer it has no arrangement or understanding with any

35

person to participate in the distribution (within the meaning of the Securities Act) of the new notes and that it is not an "affiliate" of Sensus, as defined in Rule 405 of the Securities Act.

        In the event that:

(1)

applicable interpretations of the staff of the SEC do not permit us to effect such a registered exchange offer; or



(2)

for any other reason we do not consummate the registered exchange offer within 250 days of the issue date; or



(3)

an Initial Purchaser shall notify us following consummation of the registered exchange offer that old notes held by it are not eligible to be exchanged for new notes in the registered exchange offer; or



(4)

certain holders are prohibited by law or SEC policy from participating in the registered exchange offer or may not resell the new notes acquired by them in the registered exchange offer to the public without delivering a prospectus,

then, we will, subject to certain exceptions,

(1)

promptly file a shelf registration statement with the SEC covering resales of the old notes or the new notes, as the case may be;



(2)

(A) in the case of clause (1) above, use our reasonable best efforts to cause the shelf registration statement to be declared effective under the Securities Act on or prior to the 210th day after the issue date and (B) in the case of clause (2), (3) or (4) above, use our reasonable best efforts to cause the shelf registration statement to be declared effective under the Securities Act on or prior to the 60th day after the date on which the shelf registration statement is required to be filed; and



(3)

keep the shelf registration statement effective until the earliest of (A) the time when the old notes covered by the shelf registration statement can be sold pursuant to Rule 144 without any limitations under clauses (c), (e), (f) and (h) of Rule 144, (B) two years from the issue date and (C) the date on which all old notes registered thereunder are disposed of in accordance therewith.

        We will, in the event a shelf registration statement is filed, among other things, provide to each holder for whom such shelf registration statement was filed copies of the prospectus which is a part of the shelf registration statement, notify each such holder when the shelf registration statement has become effective and take certain other actions as are required to permit unrestricted resales of the old notes or the new notes, as the case may be. A holder selling such old notes or new notes pursuant to the shelf registration statement generally would be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the registration rights agreement that are applicable to such holder (including certain indemnification obligations).

        We will pay additional cash interest on the applicable old notes and new notes, subject to certain exceptions,

(1)

if we fail to file an exchange offer registration statement with the SEC on or prior to the 90th day after the issue date,



(2)

if the exchange offer registration statement is not declared effective by the SEC on or prior to the 210th day after the issue date or, if obligated to file a shelf registration statement pursuant

36

to clause 2(A) above, a shelf registration statement is not declared effective by the SEC on or prior to the 210th day after the issue date,

(3)

if the Exchange Offer is not consummated on or before the 40th day after the exchange offer registration statement is declared effective,



(4)

if obligated to file the shelf registration statement pursuant to clause 2(B) above, we fail to file the shelf registration statement with the SEC on or prior to the 45th day (the "shelf filing date") after the date on which the obligation to file a shelf registration statement arises,



(5)

if obligated to file a shelf registration statement pursuant to clause 2(B) above, the shelf registration statement is not declared effective on or prior to the 60th day after the shelf filing date, or



(6)

after the exchange offer registration statement or the shelf registration statement, as the case may be, is declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) (each such event referred to in the preceding clauses (1) through (6) a "registration default");

from and including the date on which any such Registration Default shall occur to but excluding the date on which all registration defaults have been cured.

        The rate of the additional interest will be 0.25% per annum for the first 90-day period immediately following the occurrence of a registration default, and such rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all registration defaults have been cured, up to a maximum additional interest rate of 1.0% per annum. We will pay such additional interest on regular interest payment dates. Such additional interest will be in addition to any other interest payable from time to time with respect to the old notes and the new notes.

Expiration Date; Extensions

        The expiration date of the exchange offer is                 , 2004 at 5:00 p.m., New York City time. We may extend the exchange offer in our sole discretion. If we extend the exchange offer, the expiration date will be the latest date and time to which the exchange offer is extended. We will notify the exchange agent of any extension by oral or written notice and will make a public announcement of the extension no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

        We expressly reserve the right, in our sole and absolute discretion:

•

to delay accepting any old notes;



•

to extend the exchange offer;



•

if any of the conditions under "—Conditions of the Exchange Offer" have not been satisfied, to terminate the exchange offer; and



•

to waive any condition or otherwise amend the terms of the exchange offer in any manner.

        If the exchange offer is amended in a manner we deem to constitute a material change, we will promptly disclose the amendment by means of a prospectus supplement that will be distributed to the registered holders of the old notes. Any delay in acceptance, extension, termination or amendment will be followed promptly by an oral or written notice of the event to the exchange agent. We will also make a public announcement of the event. Without limiting the manner in which we may choose to make any pubic announcement and subject to applicable law, we have no obligation to publish, advertise or otherwise communicate any pubic announcement other than by issuing a release to a national news service.

37

Terms of the Exchange Offer

        We are offering, upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, to exchange $1,000 in principal amount of new notes for each $1,000 in principal amount of outstanding old notes. We will accept for exchange any and all old notes that are validly tendered on or before 5:00 p.m., New York City time, on the expiration date. Tenders of the old notes may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date. The exchange offer is not conditioned upon any minimum principal amount of old notes being tendered for exchange. However, the exchange offer is subject to the terms of the registration rights agreement and the satisfaction of the conditions described under "—Conditions of the Exchange Offer." Old notes may be tendered only in multiples of $1,000. Holders of old notes may tender less than the aggregate principal amount represented by their old notes if they appropriately indicate this fact on the letter of transmittal accompanying the tendered old notes or indicate this fact under the procedures for book-entry transfer described below.

        As of the date of this prospectus, $275.0 million in aggregate principal amount of the old notes were outstanding. Solely for reasons of administration, we have fixed the close of business on                        , 2004 as the record date for purposes of determining the persons to whom this prospectus and the letter of transmittal will be mailed initially. There will be no fixed record date for determining the eligible holders of the old notes who are entitled to participate in the exchange offer.

        We will be deemed to have accepted validly tendered old notes when, as and if we give oral or written notice of our acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders of old notes and for purposes of receiving the new notes from us. If any tendered old notes are not accepted for exchange because of an invalid tender or otherwise, certificates for the unaccepted old notes will be returned, without expense, to the tendering holder promptly after the expiration date.

        Holders of old notes do not have appraisal or dissenters' rights under applicable law or the indenture as a result of the exchange offer. We intend to conduct the exchange offer in accordance with the applicable requirements of the Securities Exchange Act of 1934 and the rules and regulations under the Securities Exchange Act of 1934, including Rule 14e-1.

        Holders who tender their old notes in the exchange offer will not be required to pay brokerage commissions or fees or, following the instructions in the letter of transmittal, transfer taxes with respect to the exchange of old notes under the exchange offer. We will pay all charges and expenses, other than transfer taxes in some circumstances, in connection with the exchange offer. See "—Fees and Expenses" for more information about the costs of the exchange offer.

        We do not make any recommendation to holders of old notes as to whether to tender any of their old notes under the exchange offer. In addition, no one has been authorized to make any recommendation. Holders of old notes must make their own decision whether to participate in the exchange offer and, if the holder chooses to participate in the exchange offer, the aggregate principal amount of old notes to tender, after reading carefully this prospectus and the letter of transmittal and consulting with their advisors, if any, based on their own financial position and requirements.

Conditions of the Exchange Offer

        You must tender your old notes in accordance with the requirements of this prospectus and the letter of transmittal in order to participate in the exchange offer.

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        Notwithstanding any other provision of the exchange offer, or any extension of the exchange offer, we will not be required to accept for exchange any old notes, and we may terminate or amend the exchange offer, if we are not permitted to effect the exchange offer under applicable law or any interpretation of applicable law by the staff of the Securities and Exchange Commission. If any of these events or conditions occur, we may, subject to applicable law, terminate the exchange offer and return all old notes tendered for exchange or we may waive any condition or amend the terms of the exchange offer.

        We expect that the above conditions will be satisfied. The above conditions are for our sole benefit and may be waived by us at any time in our sole discretion. Our failure at any time to exercise any of the above rights will not be a waiver of those rights and each right will be deemed an ongoing right that may be asserted at any time, provided that all conditions to the exchange offer, other than any involving governmental approval, must be satisfied or waived before the expiration of the exchange offer.

Interest

        Each new note will bear interest from the most recent date to which interest has been paid or duly provided for on the old note surrendered in exchange for the new note or, if no interest has been paid or duly provided for on the old note, from December 17, 2003. Holders of the old notes whose old notes are accepted for exchange will not receive accrued interest on their old notes for any period from and after the last interest payment date to which interest has been paid or duly provided for on their old notes prior to the original issue date of the new notes or, if no interest has been paid or duly provided for, will not receive any accrued interest on their old notes, and will be deemed to have waived the right to receive any interest on their old notes accrued from and after such interest payment date or, if no such interest has been paid or duly provided for, from and after December 17, 2003.

Procedures for Tendering Old Notes

        The tender of a holder's old notes and our acceptance of old notes will constitute a binding agreement between the tendering holder and us upon the terms and conditions of this prospectus and the letter of transmittal. Unless a holder tenders old notes according to the guaranteed delivery procedures or the book-entry procedures described below, the holder must transmit the old notes, together with a properly completed and executed letter of transmittal and all other documents required by the letter of transmittal, to the exchange agent at its address before 5:00 p.m., New York City time, on the expiration date. The method of delivery of old notes, letters of transmittal and all other required documents is at the election and risk of the tendering holder. If delivery is by mail, we recommend delivery by registered mail, properly insured, with return receipt requested. Instead of delivery by mail, we recommend that each holder of old notes use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery.

        Any beneficial owner of the old notes whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender old notes in the exchange offer should contact that registered holder promptly and instruct that registered holder to tender on its behalf. If the beneficial owner wishes to tender directly, it must, prior to completing and executing the letter of transmittal and tendering old notes, make appropriate arrangements to register ownership of the old notes in its name. Beneficial owners should be aware that the transfer of registered ownership may take considerable time.

        Any financial institution that is a participant in DTC's Book-Entry Transfer Facility system may make book-entry delivery of the old notes by causing DTC to transfer the old notes into the exchange agent's account in accordance with DTC's procedures for the transfer. To be timely, book-entry delivery of old notes requires receipt of a confirmation of a book-entry transfer before the expiration date.

39

Although delivery of the old notes may be effected through book-entry transfer into the exchange agent's account at DTC, the letter of transmittal, properly completed and executed, with any required signature guarantees and any other required documents or an agent's message, as described below, must in any case be delivered to and received by the exchange agent at its address on or before the expiration date, or the guaranteed delivery procedure set forth below must be complied with.

        DTC has confirmed that the exchange offer is eligible for DTC's Automated Tender Offer Program. Accordingly, participants in DTC's Automated Tender Offer Program may, instead of physically completing and signing the applicable letter of transmittal and delivering it to the exchange agent, electronically transmit their acceptance of the exchange offer by causing DTC to transfer old notes to the exchange agent in accordance with DTC's Automated Tender Offer Program procedures for transfer. DTC will then send an agent's message to the exchange agent.

        The term "agent's message" means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that DTC has received an express acknowledgment from a participant in DTC's Automated Tender Offer Program that is tendering old notes that are the subject of the book-entry confirmation; that the participant has received and agrees to be bound by the terms of the applicable letter of transmittal or, in the case of an agent's message relating to guaranteed delivery, that the participant has received and agrees to be bound by the applicable notice of guaranteed delivery; and that we may enforce the agreement against that participant.

        Each signature on a letter of transmittal or a notice of withdrawal must be guaranteed unless the old notes are tendered:

•

by a registered holder who has not completed the box entitled "Special Delivery Instructions;" or



•

for the account of an eligible institution, as described below.

        If a signature on a letter of transmittal or a notice of withdrawal is required to be guaranteed, the signature must be guaranteed by a participant in a recognized medallion signature program. If the letter of transmittal is signed by a person other than the registered holder of the old notes, the old notes surrendered for exchange must be endorsed by the registered holder, with the signature guaranteed by a medallion signature guarantor. If any letter of transmittal, endorsement, bond power, power of attorney or any other document required by the letter of transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person should sign in that capacity when signing. The person must submit to us evidence satisfactory, in our sole discretion, of his or her authority to so act unless we waive the requirement.

        As used in this prospectus with respect to the old notes, a "registered holder" is any person in whose name the old notes are registered on the books of the registrar. An "eligible institution" is a firm that is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or any other "eligible guarantor institution" as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934.

        We will determine in our sole discretion all questions as to the validity, form, eligibility, including time of receipt, acceptance and withdrawal of old notes tendered for exchange. Our determination will be final and binding. We reserve the absolute right to reject old notes not properly tendered and to reject any old notes if acceptance might, in our judgment or our counsel's judgment, be unlawful. We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to particular old notes at any time, including the right to waive the ineligibility of any holder who seeks to tender old notes in the exchange offer.

40

        Our interpretation of the terms and conditions of the exchange offer, including the letter of transmittal and its instructions, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes for exchange must be cured within the period of time as we determine. Neither we nor the exchange agent is under any duty to give notification of defects in the tenders or will incur any liability for failure to give the notification. The exchange agent will use reasonable efforts to give notification of defects or irregularities with respect to tenders of old notes for exchange but will not incur any liability for failure to give the notification. Tenders of old notes will not be deemed to have been made until the irregularities have been cured or waived.

        By tendering, you will represent to us that, among other things:

•

you are not our "affiliate," as defined in Rule 405 under the Securities Act of 1933;



•

you will acquire the new notes in the ordinary course of your business;



•

you are not a broker-dealer that acquired your old notes directly from us in order to resell them in reliance on Rule 144A of the Securities Act of 1933 or any other available exemption under the Securities Act of 1933;



•

if you are a broker-dealer that acquired your old notes as a result of market-making or other trading activities, you will deliver a prospectus in connection with any resale of new notes; and



•

you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in the distribution of the new notes.

        In connection with a book-entry transfer, each participant will confirm that it makes the representations and warranties contained in the letter of transmittal.

Guaranteed Delivery Procedures

        If you wish to tender your old notes and:

•

your old notes are not immediately available;



•

you are unable to deliver on time your old notes or any other document that you are required to deliver to the exchange agent; or



•

you cannot complete the procedures for delivery by book-entry transfer on time;

you may tender your old notes according to the guaranteed delivery procedures described in the letter of transmittal. Those procedures require that:

•

tender must be made by or through an eligible institution and a notice of guaranteed delivery must be signed by the holder;



•

on or before the expiration date, the exchange agent must receive from the holder and the eligible institution a properly completed and executed notice of guaranteed delivery by facsimile, mail or hand delivery containing the name and address of the holder, the certificate number or numbers of the tendered old notes, the principal amount of tendered old notes, a statement that the tender is being made, and a guarantee that within three business days after the expiration date, the certificates representing the old notes in proper form for transfer or a book-entry confirmation and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and



•

properly completed and executed documents required by the letter of transmittal and the tendered old notes in proper form for transfer or confirmation of a book-entry transfer of the old notes into the exchange agent's account at DTC must be received by the exchange agent within three business days after the expiration date of the exchange offer.

41

        Any holder who wishes to tender old notes under the guaranteed delivery procedures must ensure that the exchange agent receives the notice of guaranteed delivery and letter of transmittal relating to the old notes before 5:00 p.m., New York City time, on the expiration date.

Acceptance of Old Notes for Exchange; Delivery of New Notes

        Upon satisfaction or waiver of all the conditions to the exchange offer, we will accept old notes that are properly tendered in the exchange offer prior to 5:00 p.m., New York City time, on the expiration date. The new notes will be delivered promptly after the expiration date. For purposes of the exchange offer, we will be deemed to have accepted validly tendered old notes when, as and if we have given notice to the exchange agent.

Withdrawal Rights

        Tenders of the old notes may be withdrawn by delivery of a written or facsimile transmission notice to the exchange agent at its address set forth under "—The Exchange Agent; Assistance" at any time before 5:00 p.m., New York City time, on the expiration date. Any such notice of withdrawal must:

•

specify the name of the person having deposited the old notes to be withdrawn;



•

identify the old notes to be withdrawn, including the certificate number or numbers and principal amount of the old notes, or, in the case of old notes transferred by book-entry transfer, the name and number of the account at DTC to be credited;



•

be signed by the holder in the same manner as the original signature on the letter of transmittal by which old notes were tendered, including any required signature guarantees, or be accompanied by a bond power in the name of the person withdrawing the tender, in satisfactory form as determined by us in our sole discretion, executed by the registered holder, with the signature guaranteed by a medallion signature guarantor, together with the other documents required upon transfer by the indenture; and



•

specify the name in which the old notes are to be re-registered, if different from the person who deposited the old notes.

        All questions as to the validity, form and eligibility, including time of receipt, of the notices will be determined by us, in our sole discretion. Any old notes withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer and will be returned to the holder without cost as promptly after withdrawal. Properly withdrawn old notes may be retendered following the procedures described under "—Procedures for Tendering Old Notes" at any time on or before the expiration date.

The Exchange Agent; Assistance

        U.S. Bank National Association is the exchange agent. All tendered old notes, executed letters of transmittal and other related documents should be directed to the exchange agent. Questions and requests for assistance and requests for additional copies of the prospectus, the letter of transmittal and other related documents should be addressed to the exchange agent as follows:

42

Fees and Expenses

        We will bear the expenses of soliciting old notes for exchange. The principal solicitation is being made by mail by the exchange agent. Additional solicitation may be made by telephone, facsimile or in person by officers and regular employees of ours and our affiliates and by persons so engaged by the exchange agent.

        We will pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its reasonable out-of-pocket expenses in connection with its services and pay other registration expenses, including fees and expenses of the trustee under the indenture, filing fees, blue sky fees and printing and distribution expenses.

        We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptance of the exchange offer.

        We will pay all transfer taxes, if any, applicable to the exchange of old notes under the exchange offer. If, however, a transfer tax is imposed for any reason other than the exchange of old notes under the exchange offer, then the amount of those transfer taxes, whether imposed on the registered holder or any other persons, will be payable by the tendering holder. If satisfactory evidence of payment of those taxes or exemption is not submitted with the letter of transmittal, the amount of those transfer taxes will be billed directly to the tendering holder.

Accounting Treatment

        The new notes will be recorded at the same carrying value as the old notes, as reflected in our accounting records on the date of the exchange. Accordingly, we will recognize no gain or loss for accounting purposes. The expenses of the exchange offer will be amortized over the term of the new notes.

Consequences of Not Exchanging Old Notes

        As a result of this exchange offer, we will have fulfilled most of our obligations under the registration rights agreement. Holders who do not tender their old notes, except for limited instances involving holders of old notes who are not eligible to participate in the exchange offer or who do not receive freely transferrable new notes under the exchange offer, will not have any further registration rights under the registration rights agreement or otherwise and will not have rights to receive additional interest. Accordingly, any holder who does not exchange its old notes for new notes will continue to hold the untendered old notes and will be entitled to all the rights and subject to all the limitations applicable under the indenture, except to the extent that the rights or limitations, by their terms, terminate or cease to have further effectiveness as a result of the exchange offer.

        Any old notes that are not exchanged for new notes under the exchange offer will remain restricted securities within the meaning of the Securities Act of 1933. In general, the old notes may be resold only:

•

to us or any of our subsidiaries;



•

inside the United States to a "qualified institutional buyer" in compliance with Rule 144A under the Securities Act of 1933;



•

inside the United States to an institutional "accredited investor," as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, or an "accredited investor" that, prior to the transfer, furnishes or has furnished on its behalf by a U.S. broker-dealer to the trustee under the indenture a signed letter containing various representations and agreements relating to the restrictions on transfer of the new notes, the form of which letter can be obtained from the trustee;

43

•

outside the United States in compliance with Rule 904 under the Securities Act of 1933;



•

in reliance on the exemption from registration provided by Rule 144 under the Securities Act of 1933, if available; or



•

under an effective registration statement under the Securities Act of 1933.

        Each accredited investor that is not a qualified institutional buyer and that is an original purchaser of any of the old notes from the initial purchasers will be required to sign a letter confirming that it is an accredited investor under the Securities Act of 1933 and that it acknowledges the transfer restrictions summarized above.

Resales of the New Notes

        We are making the exchange offer in reliance on the position of the staff of the Securities and Exchange Commission as set forth in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan, Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2, 1993). However, we have not sought our own interpretive letter. Although there has been no indication of any change in the staff's position, we cannot assure you that the staff of the Securities and Exchange Commission would make a similar determination with respect to the exchange offer as it has in its interpretive letters to third parties. Based on these interpretations by the staff, and except as provided below, we believe that new notes may be offered for resale, resold and otherwise transferred by a holder who participates in the exchange offer and is not a broker-dealer without further compliance with the registration and prospectus delivery provisions of the Securities Act of 1933. In order to receive new notes that are freely tradeable, a holder must acquire the new notes in the ordinary course of its business and may not participate, or have any arrangement or understanding with any person to participate, in the distribution, within the meaning of the Securities Act of 1933, of the new notes. Holders wishing to participate in the exchange offer must make the representations described in "—Procedures for Tendering Old Notes" above.

        Any holder of old notes:

•

who is our "affiliate," as defined in Rule 405 under the Securities Act of 1933;



•

who did not acquire the new notes in the ordinary course of its business;



•

who is a broker-dealer that purchased old notes from us to resell them under Rule 144A of the Securities Act of 1933 or any other available exemption under the Securities Act of 1933; or



•

who intends to participate in the exchange offer for the purpose of distributing, within the meaning of the Securities Act of 1933, new notes;

will be subject to separate restrictions. Each holder in any of the above categories:

•

will not be able to rely on the interpretations of the staff of the Securities Act of 1933 in the above-mentioned interpretive letters;



•

will not be permitted or entitled to tender old notes in the exchange offer; and



•

must comply with the registration and prospectus delivery requirements of the Securities Act of 1933 in connection with any sale or other transfer of old notes, unless the sale is made under an exemption from such requirements.

        In addition, if you are a broker-dealer holding old notes acquired for your own account, then you may be deemed a statutory "underwriter" within the meaning of the Securities Act of 1933 and must deliver a prospectus meeting the requirements of the Securities Act of 1933 in connection with any resales of your new notes. Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it acquired the old notes for its own account as a result of

44

market-making activities or other trading activities and must agree that it will deliver a prospectus meeting the requirements of the Securities Act of 1933 in connection with any resale of those new notes. The letter of transmittal states that, by making the above acknowledgment and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933.

        Based on the position taken by the staff of the Securities and Exchange Commission in the interpretive letters referred to above, we believe that "participating broker-dealers," or broker-dealers that acquired old notes for their own accounts, as a result of market-making or other trading activities, may fulfill their prospectus delivery requirements with respect to the new notes received upon exchange of old notes, other than old notes that represent an unsold allotment from the original sale of the old notes, with a prospectus meeting the requirements of the Securities Act of 1933, which may be the prospectus prepared for an exchange offer so long as it contains a description of the plan of distribution with respect to the resale of the new notes. Accordingly, this prospectus, as it may be amended or supplemented, may be used by a participating broker-dealer during the period referred to below in connection with resales of new notes received in exchange for old notes where the old notes were acquired by the participating broker-dealer for its own account as a result of market-making or other trading activities. Subject to the provisions of the registration rights agreement, we have agreed that this prospectus may be used by a participating broker-dealer in connection with resales of the new notes. See "Plan of Distribution." However, a participating broker-dealer that intends to use this prospectus in connection with the resale of new notes received in exchange for old notes pursuant to the exchange offer must notify us, or cause us to be notified, on or before the expiration date of the exchange offer, that it is a participating broker-dealer. This notice may be given in the space provided for that purpose in the letter of transmittal or may be delivered to the exchange agent at the address set forth under "—The Exchange Agent; Assistance." Any participating broker-dealer that is our "affiliate" may not rely on these interpretive letters and must comply with the registration and prospectus delivery requirements of the Securities Act of 1933 in connection with any resale transaction.

        Each participating broker-dealer that tenders old notes pursuant to the exchange offer will be deemed to have agreed, by execution of the letter of transmittal, that upon receipt of notice from us of the occurrence of any event or the discovery of any fact that makes any statement contained in this prospectus untrue in any material respect or that causes this prospectus to omit to state a material fact necessary in order to make the statements contained in this prospectus, in light of the circumstances under which they were made, not misleading or of the occurrence of other events specified in the registration rights agreement, the participating broker-dealer will suspend the sale of new notes pursuant to this prospectus until we have amended or supplemented this prospectus to correct the misstatement or omission and have furnished copies of the amended or supplemented prospectus to the participating broker-dealer or we have given notice that the sale of the new notes may be resumed, as the case may be.

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USE OF PROCEEDS

        This exchange offer is intended to satisfy our obligations under the registration rights agreement entered into in connection with the original issuance of the old notes. We will not receive any proceeds from the issuance of the new notes in the exchange offer. In consideration for issuing the new notes, we will receive outstanding old notes in like original principal amount at maturity. All old notes received in the exchange offer will be canceled.

        We used the net proceeds of the original offering of the old notes, together with borrowings under our senior credit facilities and equity contribution received from our principal investors, to finance our acquisition of Invensys Metering Systems and to pay related fees and expenses. See "The Acquisition."

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CAPITALIZATION

        The following table sets forth the cash and cash equivalents, and capitalization as of December 27, 2003 of the Sensus Group. You should read this table in conjunction with the information set forth under "Use of Proceeds," "Selected Historical Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "The Senior Credit Facilities" and the financial statements and the notes thereto included elsewhere in this prospectus.

(1)

As of December 27, 2003, we had $70.0 million of borrowing capacity under the revolving credit portion of the senior credit facilities of which approximately $3.1 million were used for letters of credit. Up to $30.0 million of the borrowings under the revolving credit facilities may be incurred by European subsidiaries of Parent.

(2)

Our term loan facilities include a $200.0 million U.S. term loan facility and a $30.0 million European term loan facility. Please refer to "The Senior Credit Facilities" for a description of the terms of the senior secured credit facilities.

(3)

Represents an initial capital contribution of $195.0 million by the principal investors in the Sensus Group, less a loss of $4.9 million for the period from December 18, 2003 through December 27, 2003. An additional $5.0 million capital contribution was made by certain of our management, directors and consultants, The Resolute Fund and GS Capital Partners on March 5, 2004.

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UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

        The following unaudited pro forma combined financial information has been derived by the application of pro forma adjustments to the historical combined financial statements of the Sensus Group. The unaudited pro forma combined statements of operations for the periods presented give effect to the Acquisition as if it had been consummated on April 1, 2002. We have not included an unaudited pro forma consolidated balance sheet since the consolidated balance sheet as of December 27, 2003 included in this filing gives effect to the Acquisition.

        Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with this unaudited pro forma combined financial information.

        The unaudited pro forma combined financial information is for comparative purposes only and does not purport to represent what the results of operations would actually have been had the Acquisition in fact occurred on the assumed date or to project the results of operations for any future period. The unaudited pro forma combined financial information should be read in conjunction with the historical combined financial statements and related notes of the Sensus Group included elsewhere in this offering circular.

        The acquisition of Invensys Metering Systems is accounted for, and is presented in the pro forma combined financial information, under the purchase method of accounting prescribed in FAS 141, with the estimated useful lives of intangible assets determined in accordance with FAS 142. The purchase price, including transaction-related fees, has been allocated to the tangible and identifiable intangible assets and liabilities of the acquired business based upon estimates of the fair value, with the remainder allocated to goodwill. In accordance with the provisions of FAS 142, no amortization of indefinite-lived intangible assets or goodwill has been or will be recorded.

        The initial purchase price of $656.9 million, including $8.8 million of transaction costs, was preliminarily allocated based on independent appraisals and management's estimates at the date of acquisition as follows (in millions):

        The Company used the results of its preliminary purchase price allocation as of December 18, 2003, as a means of calculating certain adjustments contained within these proforma financial statements. The Company does not believe that these adjustments would have been materially different had the purchase occurred as of April 1, 2002.

        We anticipate that, going forward, the results of operations and financial condition of the Sensus Group will vary in significant respects from historical results of operations, because of, among other things, the reasons set forth below.

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Invensys, our former parent, provided general and administrative services for our businesses. The combined financial statements of the Sensus Group were prepared as if the Sensus Group had operated on a stand-alone basis. However, following the Acquisition, certain costs, charges and expenses that will be incurred may differ from historical amounts. See "Risk Factors—Risks Relating to Our Business—We are a newly formed company with no recent operating history as a stand-alone company, which may lead to risks or unanticipated expenses similar to those of a start-up company."



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Interest income and expense recorded in the historical statement of operations of the Sensus Group are based on the net external debt balances and net intercompany debt balances with Invensys. These amounts are not indicative of the interest income and expense that would have resulted from the capital structure of the Sensus Group following the Acquisition. See "Management's Discussion and Analysis of Financial Condition and Results of Operations."

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Unaudited Pro Forma Combined Statements of Operations
For the Year Ended March 31, 2003
(in millions)

See accompanying Notes to the Unaudited Pro Forma Combined Statements of Operations.

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Unaudited Pro Forma Combined Statements of Operations
For the Nine Months Ended December 27, 2003
(in millions)