<PAGE> 1
Prospectus Supplement File Pursuant to Rule 424(b)(4)
To Prospectus Dated June 22, 2000 Registration No. 333-37208
BURR-BROWN CORPORATION
$250,000,000
4-1/4% CONVERTIBLE SUBORDINATED NOTES DUE 2007
AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTES
This prospectus supplement relates to the resales by the selling
shareholders of 4 1/4% convertible subordinated notes due 2007 of Burr-Brown
Corporation and the shares of common stock, par value of $0.01 per share, of
Burr-Brown Corporation issuable upon the conversion of the notes.
This prospectus supplement should be read in conjunction with the
prospectus dated June 22, 2000, which is to be delivered with this prospectus
supplement. All capitalized terms used but not defined in the prospectus
supplement shall have the meanings given them in the prospectus.
The table below sets forth information as of the date hereof concerning
beneficial ownership of the notes of the selling securityholders listed below.
All information concerning beneficial ownership has been furnished by the
selling securityholders.
<TABLE>
<CAPTION>
Principal Amount
At Maturity of
Notes
Beneficially Percentage Shares of Common Percentage of
Owned That May Be of Notes Stock That May Common Stock
Name Sold Outstanding be Sold (1) Outstanding (2)
<S> <C> <C> <C> <C>
1976 DISTRIBUTION TRUST FBO JANE A. LAUDER $ 20,000 * 346 *
1976 DISTRIBUTION TRUST FBO JANE A. LAUDER/ZINTERHOFER 20,000 * 346 *
ABN AMRO INCORPORATED 400,000 * 6,922 *
BRITISH VIRGIN ISLAND SOCIAL SECURITY BOARD 40,000 * 692 *
CITY UNIVERSITY OF NEW YORK 99,000 * 1,713 *
CIBC WORLD MARKETS INTERNATIONAL ARBITRAGE CORP. 7,500,000 3.0 129,802 *
CREDIT SUISSE FIRST BOSTON CORPORATION 7,238,000 2.9 125,268 *
ELF AQUITAINE 125,000 * 2,163 *
EQAT ALLIANCE BALANCED FUND 1,600,000 * 27,691 *
GOLDMAN SACHS AND COMPANY 1,929,000 * 33,385 *
THE GRABLE FOUNDATION 148,000 * 2,561 *
GRADY HOSPITAL FOUNDATION 154,000 * 2,665 *
INDEPENDENCE BLUE CROSS 145,000 * 2,509 *
LOCAL INITIATIVES SUPPORT CORPORATION 64,000 * 1,107 *
LORD ABBETT BOND DEBENTURE FUND 4,400,000 1.8 76,150 *
MERRILL LYNCH INSURANCE GROUP 362,000 * 6,265 *
NEW ORLEANS FIREFIGHTERS PENSION/RELIEF FUND 158,000 * 2,734 *
OCM CONVERTIBLE LIMITED PARTNERSHIP 150,000 * 2,596 *
OCM CONVERTIBLE TRUST 725,000 * 12,547 *
</TABLE>
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<TABLE>
<CAPTION>
Principal Amount
At Maturity of
Notes
Beneficially Percentage Shares of Common Percentage of
Owned That May Be of Notes Stock That May Common Stock
Name Sold Outstanding be Sold (1) Outstanding (2)
<S> <C> <C> <C> <C>
OCCIDENTAL PETROLEUM CORPORATION 273,000 * 4,724 *
OHIO BUREAU OF WORKERS COMPENSATION 186,000 * 3,219 *
OXFORD, LORD ABBETT & CO. 1,000,000 * 17,307 *
SHELL PENSION TRUST 387,000 * 6,697 *
STATE OF MARYLAND RETIREMENT SYSTEM 3,533,000 1.4* 61,145 *
TCW GROUP, INC. 14,745,000 5.9 255,192 *
UBS AG LONDON BRANCH 8,000,000 3.2 138,456 *
WORLDWIDE TRANSACTIONS, LTD. 136,000 * 2,353 *
</TABLE>
* Less than 1%
(1) Assumes conversion of all of the holder's notes at a conversion price of
$57.78 per share of common stock. However, this conversion price will be subject
to adjustment as described under "Description of Notes -- Conversion of Notes."
As a result, the amount of common stock issuable upon conversion of the notes
may decrease in the future.
(2) Calculated based on Rule 13d-3(d)(i) of the Securities and Exchange Act
using 58,254,005 shares of common stock outstanding as of May 5, 2000. In
calculating this amount, we treated as outstanding the number of shares of
common stock issuable upon conversion of all of that particular holder's notes.
However, we did not assume the conversion of any other holder's notes.
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 6 OF THE PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE 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 17, 2000
