Tender-Offer Statement — Issuer Tender Offer — Schedule 13E-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13E4 SC 13E4 for Itron 4 20K
2: EX-1.A Offering 49 265K
3: EX-2.A Letter of Transmittal 12 56K
4: EX-3.A Notice of Guaranteed Delivery 3 15K
5: EX-4.A Letter to Brokers 2 12K
6: EX-5.A Client Letter 2 12K
7: EX-99.C Indenture 65 294K
EX-4.A — Letter to Brokers
| EX-4.A | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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ITRON, INC.
2818 N. SULLIVAN ROAD
P.O. BOX 15288
SPOKANE, WASHINGTON 99216-1897
RE: ITRON, INC. OFFER TO EXCHANGE NEW 6 3/4% CONVERTIBLE
SUBORDINATED NOTES DUE 2004 FOR ORIGINAL 6 3/4% CONVERTIBLE
SUBORDINATED NOTES DUE 2004
To: Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Itron, Inc. (the "Company") is offering, upon and subject to the terms and
conditions set forth in an Offering Circular dated February 11, 1999 (the
"Offering Circular"), and the enclosed letter of transmittal (the "Letter of
Transmittal"), to exchange (the "Exchange Offer") up to $15,840,000 of its new
6 3/4% Convertible Subordinated Notes Due 2004 (the "Exchange Notes") for up to
$22,000,000 of its outstanding 6 3/4% Convertible Subordinated Notes Due 2004
(the "Original Notes"). The Exchange Offer is being made in order to reduce the
outstanding long-term debt of the Company and to reduce the Company's debt
service obligations. As set forth in the Offering Circular, while the interest
rate and maturity of the Exchange Notes are identical to the Original Notes,
other important terms, such as the conversion price, differ. The Exchange Offer
is subject to certain conditions that are described in the Offering Circular
under "The Exchange Offer -- Conditions to and Amendment of Exchange Offer."
We are requesting that you contact your clients for whom you hold Original
Notes regarding the Exchange Offer. For your information and for forwarding to
your clients for whom you hold Original Notes registered in your name or in the
name of your nominee, or who hold Original Notes registered in their own names,
we are enclosing the following documents:
1. Offering Circular dated February 11, 1999;
2. The Letter of Transmittal for your use and for the information (or
the use, where relevant) of your clients;
3. A Notice of Guaranteed Delivery to be used to accept the Exchange
Offer if time will not permit all required documents to reach the Exchange
Agent prior to the Expiration Time (as defined below) or if the procedure
for book-entry transfer cannot be completed on a timely basis;
4. A form of letter that may be sent to your clients for whose account
you hold Original Notes registered in your name or the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Exchange Offer;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
6. Return envelopes addressed to Chase Manhattan Bank and Trust
Company, National Association, the Exchange Agent for the Original Notes.
YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON FRIDAY, MARCH 12, 1999, UNLESS EXTENDED BY THE
COMPANY (THE "EXPIRATION TIME"). THE ORIGINAL NOTES TENDERED PURSUANT TO THE
EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE THE EXPIRATION TIME. PLEASE
FURNISH COPIES OF THE ENCLOSED MATERIALS TO THOSE OF YOUR CLIENTS FOR WHOM YOU
HOLD ORIGINAL NOTES IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE OR WHO HOLD
ORIGINAL NOTES REGISTERED IN THEIR OWN NAMES AS QUICKLY AS POSSIBLE.
To participate in the Exchange Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof or an Agent's Message (as
defined in the Letter of Transmittal) in lieu thereof), with any required
signature guarantees and any other required documents, should be sent to the
Exchange Agent, all in accordance with the instructions set forth in the Letter
of Transmittal and in the Offering Circular under the heading "The Exchange
Offer -- How to Tender." The Exchange Offer is not being made to, nor will
tenders be accepted from or on behalf of, holders of Original Notes residing in
any jurisdiction in which the making of an Exchange Offer or the acceptance
hereof would not be in compliance with the laws of such jurisdiction.
If holders of Original Notes wish to tender but it is impracticable for
them to comply with the book-entry transfer procedures on a timely basis, a
tender may be effected by following the guaranteed delivery procedures described
in the Offering Circular under "The Exchange Offer -- How to Tender."
The Company will not pay any fees or commissions to any broker or dealer or
other person for soliciting tenders of Original Notes. The Company will, upon
request, reimburse brokers, dealers, commercial banks and trust companies for
reasonable and necessary costs and expenses incurred by them in forwarding the
Offering Circular and the related documents to the beneficial owners of the
Original Notes held by them as nominee or in a fiduciary capacity. The Company
will pay or cause to be paid all stock transfer taxes applicable to the exchange
of Original Notes pursuant to the Exchange Offer, except as set forth in
Instruction 9 of the Letter of Transmittal.
Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to the
Company, at the address and telephone number set forth in the Offering Circular
under "The Exchange Offer -- Where to Obtain Additional Information."
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF
THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN
THE OFFERING CIRCULAR OR THE LETTER OF TRANSMITTAL.
Very truly yours,
Itron, Inc.
Enclosures
2
Dates Referenced Herein and Documents Incorporated by Reference
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