-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VYfljqX8BBgqhgO/FoEHewW6Vu0bdgTypdIc2oFPOajn8zY3VLCJGYDbAv4gR1f2 2FDqkxNk9jCyJ5UtYm55cw== 0000780571-97-000022.txt : 19970801 0000780571-97-000022.hdr.sgml : 19970801 ACCESSION NUMBER: 0000780571-97-000022 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970731 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ITRON INC /WA/ CENTRAL INDEX KEY: 0000780571 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 911011792 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-28451 FILM NUMBER: 97649027 BUSINESS ADDRESS: STREET 1: NORTH 2818 SULLIVAN ROAD CITY: SPOKANE STATE: WA ZIP: 99216 BUSINESS PHONE: 509-891-3523 MAIL ADDRESS: STREET 1: 2818 NORTH SULLIVAN ROAD CITY: SPOKANE STATE: WA ZIP: 99216 424B3 1 PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(B)(3) TO PROSPECTUS DATED JULY 2, 1997 REGISTRATION NO. 333-28451 $63,400,000 ITRON, INC. 6-3/4% Convertible Subordinated Notes Due 2004 and Shares of Common Stock Issuable Upon Conversion Thereof and 2,638,600 Shares of Common Stock This Prospectus Supplement relates to the resale by the holders (the "Selling Securityholders") of 6 3/4% Convertible Subordinated Notes Due 2004 (the "Notes") of Itron, Inc. (the "Company") and the shares of Common Stock, no par value (the "Common Stock"), of the Company issuable upon the conversion thereof (the "Conversion Shares"). This Prospectus Supplement should be read in conjunction with the Prospectus dated June 13, 1997 (the "Prospectus"), which is to be delivered with this Prospectus Supplement. All capitalized terms used but not defined in this Prospectus Supplement shall have the meanings given them in the Prospectus. The information in the table appearing under the heading "Selling Securityholders" in the Prospectus is superseded in part by the information appearing in the table below:
Securities Beneficially Notes and Conversion Shares Shares Owned After Offering ---------------------------------------- ------------------------- -------------------------- Principal Amount of Shares Number Notes Number of Beneficially of Shares Securities to be Percentage Beneficially Percentage Conversion Owned that Sold--Percentage of Common Owned that of Notes Shares that May Prior to May be of Common Stock Stock Name May Be Sold Outstanding May Be Sold (1) Offering Sold Outstanding (2) Amount Outstanding - ---------------------------------------------------------------------------------------------------------------------------------- Credit Suisse First Boston 6,950,000 11.0 293,248 2.0 0 -- Corp. (3) Forest Fulcrum 400,000 .6 16,877 * 0 -- Fund LTD Forest Fulcrum 750,000 1.2 31,645 * 0 -- Fund, L.P. Franklin Custodian 10,000,000 15.8 421,940 2.8 0 -- Funds, Inc.: Utilities Fund Och-Ziff Capital 500,000 .8 21,097 * 0 -- Management, L.P. Paloma 1,500,000 2.4 63,291 * 0 -- Securities L.L.C. Phoenix Income Growth Fund 1,000,000 1.6 42,194 * 0 -- Robertson Stephens 2,300,000 3.6 97,046 * 0 -- Growth & Income Fund Any other holder of Notes or future transferee, 9,300,000 14.7 392,405 2.7 0 -- pledgee, donee or successor of or from any such other holder.(4)(5) - ------------------------------------------------------------------------------------------------------------------------------------ * Less than 1% .
(1) Assumes conversion of the full amount of Notes held by such Selling Securityholder at the initial conversion price of $23.70 per share; such conversion price is subject to adjustment as described under "Description of Notes--Conversion." Accordingly, the number of shares of Common Stock issuable upon conversion of the Notes may increase or decrease from time to time. Under the terms of the Indenture, fractional shares will not be issued upon conversion of the Notes; cash will be paid in lieu of fractional shares, if any. (2) Computed in accordance with Rule 13d-3(d)(i) promulgated under the Exchange Act, and based upon 14,383,914 shares of Common Stock outstanding as of June 24, 1997, treating as outstanding the number of Conversion Shares issuable upon the assumed conversion by the named Selling Securityholder of the full amount of such Selling Securityholder's Notes, but not assuming the conversion of the Notes or the exercise of warrants of any other Selling Securityholder. (3) Represents an additional $2,950,000 principal amount of Notes acquired after June 13, 1997. (4) Information concerning other Selling Securityholders will be set forth in supplements to this Prospectus from time to time, if required. (5) Assumes that any other holders of Notes, or any further transferees, pledgees, donees or successors of or from any such other holders of Notes, do not beneficially own any Common Stock other than the Common Stock issuable upon conversion of the Notes at the initial conversion rate. ------------------ FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE SECURITIES OFFERED HEREBY, SEE "RISK FACTORS" BEGINNING ON PAGE 6 OF THE PROSPECTUS. ------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------ The date of this Prospectus Supplement is July 2, 1997 -----END PRIVACY-ENHANCED MESSAGE-----