<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 Shares of
Beneficially Percentage Common Stock Percentage of
Owned That May Be of Notes That May be Common Stock
Name Sold Outstanding Sold(1) Outstanding(2)
<S> <C> <C> <C> <C>
AFTRA HEALTH FUND $750,000 * 12,980 *
BANC OF AMERICA SECURITIES LCC 15,000 * 259 *
BLACK DIAMOND OFFSHORE, LTD. 756,000 * 13,084 *
BROWN & WILLIAMSON TOBACCO MASTER RETIREMENT
TRUST 200,000 * 3,461 *
CHRYSLER CORPORATION MASTER RETIREMENT TRUST 1,315,000 * 22,758 *
DELTA AIR LINES MASTER TRUST 495,000 * 8,566 *
DEUTSCHE BANK SECURITIES 5,250,000 2.1 90,861 *
DOUBLE BLACK DIAMOND OFFSHORE, LDC 2,608,000 1.0 45,136 *
FLEETBOSTON ROBERTSON STEPHENS INC. 10,000,000 4.0 173,070 *
LIPPER CONVERTIBLES, L.P. 13,000,000 5.2 224,991 *
LIPPER CONVERTIBLES SERIES II, L.P. 1,000,000 * 17,307 *
LIPPER OFFSHORE CONVERTIBLES, L.P. 1,500,000 * 25,960 *
LIPPER OFFSHORE CONVERTIBLES, L.P. #2 1,000,000 * 17,307 *
MAINSTAY CONVERTIBLE FUND 2,500,000 1.0 43,267 *
MAINSTAY VP CONVERTIBLE FUND 2,000,000 * 34,614 *
MOTION PICTURE INDUSTRY HEALTH PLAN - ACTIVE 155,000 * 2,682 *
MOTION PICTURE INDUSTRY HEALTH PLAN - RETIRED 75,000 * 1,298 *
NEW YORK LIFE SEPARATE ACCOUNT #7 550,000 * 9,518 *
OCM CONVERTIBLE LIMITED PARTNERSHIP 725,000 * 12,547 *
OCM CONVERTIBLE TRUST 150,000 * 2,596 *
</TABLE>
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<TABLE>
<CAPTION>
Principal Amount
At Maturity of
Notes Shares of
Beneficially Percentage Common Stock Percentage of
Owned That May Be of Notes That May be Common Stock
Name Sold Outstanding Sold(1) Outstanding(2)
<S> <C> <C> <C> <C>
PARTNER REINSURANCE COMPANY, LTD. 270,000 * 4,672 *
STATE OF CONNECTICUT COMBINED INVESTMENT FUNDS 1,580,000 * 27,345 *
TRANSAMERICA LIFE INSURANCE & ANNUITY CO. 3,000,000 1.2 51,921 *
VANGUARD CONVERTIBLE SECURITIES FUND, INC. 1,235,000 * 21,374 *
</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 10, 2000
