Itron Inc/WA – ‘SC 13E4/A’ on 2/26/99 re: Itron Inc/WA

As of:  Friday, 2/26/99   ·   Accession #:  780571-99-7   ·   File #:  5-45245

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Amendment to Tender-Offer Statement — Issuer Tender Offer   —   Schedule 13E-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E4/A   Amendment to Tender-Offer Statement -- Issuer          3     11K 
                          Tender Offer                                           
 2: EX-6        Opinion re: Discount on Capital Shares                 1      6K 

SC 13E4/A   —   Amendment to Tender-Offer Statement — Issuer Tender Offer
Document Table of Contents

SC 13E4/A
1st Page of 3
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
 AMENDMENT NO. 1
TO
SCHEDULE 13E-4
 Issuer Tender Offer Statement
 (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
------------
 ITRON, INC.
(Name of Issuer)
------------
 ITRON, INC.
 (Name of Person Filing Statement)

 6 3/4% Convertible Subordinated Notes Due 2004,
CUSIP Nos. 465741-AA-4, U13126-AA-2, 465741-AC-0
 (Title and CUSIP Number of Class of Securities)
------------
DAVID G. REMINGTON
Vice President and Chief Financial Officer
 Itron, Inc.
 2818 N. Sullivan Road
 Spokane, Washington 99216
(509) 924-9900
 (Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person Filing Statement)
------------
Copies to:
 LINDA A. SCHOEMAKER
Perkins Coie
 1201 Third Avenue, 40th Floor
Seattle, Washington 98101-3099
(206) 583-8888
------------

 February 11, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
------------

 CALCULATION OF FILING FEE

                                                                [Download Table]

--------------------------------------------------------------------------------
Transaction Valuation(1)                           Amount of Filing Fee(2)      
                                                                                
--------------------------------------------------------------------------------
$22,000,000                                                 $4,400*             
================================================================================

(1) Based on the book  value of the notes to be  received  by  Itron,  Inc.,  in
accordance  with Rule 0-11(b)  under the  Securities  Exchange  Act of 1934,  as
amended.                                                                        

(2) Calculated based on the transaction  valuation multiplied by one-fiftieth of
one percent,  in accordance with Rule 0-11(b) under the Securities  Exchange Act
of 1934, as amended.                                                            

* Previously paid.                                                              

[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)   
and identify the filing with which the offsetting fee was previously paid.      
Identify the previous filing by registration statement number, or the form      
or schedule and the date of its filing.                                         

Amount previously paid: N/A                                 Filing party: N/A   
Form or registration no.: N/A                               Date filed: N/A     

================================================================================

SC 13E4/A
2nd Page of 3
TOC
1st
Previous
Next
↓Bottom
Just 2nd
Item 9.  Material to Be Filed as Exhibits                                       

        (a)(1)   Offering Circular dated February 11, 1999.*  (Exhibit (a)(1))

(a)(2)   Form of Letter of Transmittal.*  (Exhibit (a)(2))    

    (a)(3)   Form of Notice of Guaranteed Delivery.*  (Exhibit (a)(3))

        (a)(4)   Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees, dated February 11, 1999.*  (Exhibit (a)(4))                 

    (a)(5)   Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees, dated February 11, 1999.*            
(Exhibit (a)(5))                                                                

(a)(6)   Press Release, dated February 26, 1999.              

(b)      Not applicable.                                      

 (c)      Form of Indenture by and between the Company and Chase
Manhattan Bank and Trust Company, National Association, as Trustee.*            
(Exhibit (c))                                                                   

(d)      Not applicable.                                      

(e)      Not applicable.                                      

(f)      Not applicable.                                      

------------------                                                              

* Previously  filed as the exhibit  designated  above to the Company's  Schedule
13E-4 Issuer Tender Offer  Statement  dated February 11, 1999, and  incorporated
into this Amendment No. 1 to Schedule 13E-4 by reference.                       

SC 13E4/A
Last Page of 3
TOC
1st
Previous
Next
↓Bottom
Just 3rd
 SIGNATURE

         After  due  inquiry,  and to the best of my  knowledge  and  belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.                                                                        

       ITRON, INC.

                  By: DAVID G. REMINGTON
              David G. Remington
                                      Vice President and Chief Financial Officer

Dated:  February 26, 1999                                                       

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13E4/A’ Filing		Date		First		Last			Other Filings
Filed on:		2/26/99		2		3
		2/11/99		1		2			8-K,  SC 13E4
									List all Filings