ARKLA INC
SC 13G, 1994-02-14
NATURAL GAS TRANSMISISON & DISTRIBUTION
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                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                           SCHEDULE 13G


            Under the Securities Exchange Act of 1934


                           Itron, Inc.

                         (Name of Issuer)


                           Common Stock

                  (Title of Class of Securities)


                           465741 10 6

                          (Cusip Number)


Check the following if  a fee is being paid with this statement [ X ].  (A fee
is  not required only if  the filing person:  (1)  has a previous statement on
file reporting beneficial ownership of more than five percent of  the class of
securities  described in  Item 1;  and (2) has  filed no  amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

*The remainder of this cover page shall be filled out for a reporting person's
initial  filing on this form with respect  to the subject class of securities,
and  for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information  required in  the remainder  of this cover  page shall  not be
deemed to be "filed" for the purpose of Section 18 of the  Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be  subject to all other provisions of the Act (however, see
the Notes).


                     (Continued on the following page(s)) <PAGE>
 


      CUSIP No. 465741 10 6            13G       Page  2  of  5  Pages
     

      1     Name of Reporting Person            ARKLA, INC.
            S.S. or I.R.S.Identification No. of Above Person

            I.R.S. Employer Identification No.  72-0120530
      
      2     Check the Appropriate Box if a Member of a Group*
                                                (a)  
            Not Applicable                      (b)  
      
      3     Sec Use Only



      
      4     Citizenship or Place of Organization

                        State of Delaware
      

       Number of Shares Beneficially Owned by Each Reporting Person With:
         
                  5     Sole Voting Power
                        1,982,547
      
                  6     Shared Voting Power
                                0
      
                  7     Sole Dispositive Power

                        1,982,547
      
                  8     Shared Dispositive Power
                                0
      
                  9     Aggregate  Amount Beneficially Owned by Each Reporting
                        Person

                        1,982,547
      
      10    Check  Box if  the Aggregate  Amount in  Row (9)  Excludes Certain
            Shares*

                        Not Applicable
      
      11    Percent of Class Represented by Amount in Row 9
                        18.53%
      
      12    Type of Reporting Person*
                        CO
      
                     *SEE INSTRUCTIONS BEFORE FILLING OUT



                              Page  2   of  5 <PAGE>
 



                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 SCHEDULE 13G

                 Under the Securities and Exchange Act of 1934

      Item 1(a).  Name of Issuer:

      Itron, Inc.                                                             



      Item 1(b).  Address of Issuer's principal executive offices:

      East 15616 Euclid Avenue                                                

      P.O. Box 15788                                                          

      Spokane, Washington  99215                                              



      Item 2(a).  Name of person filing:

      Arkla, Inc.                                                             



      Item 2(b).  Address of principal business office:

      1600 Smith Street                                                       

      Houston,  Texas  77002                                                  



      Item 2(c).  Place of organization:

      State of Delaware                                                       



      Item 2(d).  Title of class of securities:

      Common Stock                                                            


      Item 2(e).        CUSIP Number.

       465741 10 6

                              Page  3   of  5 <PAGE>
 




      Item 3.     If this statement  is filed pursuant  to Rules 13d-1(b),  or
                  13d-2(b), 
      indicate type of person filing:

      Not Applicable                                                          



Item 4.     Ownership:

      (a)   Amount of beneficially owned:                    1,982,547 shares
      (b)   Percent of class:                                   18.53%        
      (c)   Number of shares as to which such person has:
       (i)  Sole power to vote or to direct the vote         1,982,547 
       (ii) Shared power to vote or to direct the vote              0  
       (iii) Sole power to dispose or to direct the disposition of   1,982,547
       (iv) Shared power to dispose or to direct the disposition of     0  


Item 5.     Ownership of five percent or less of a class:

      Not Applicable


Item 6.     Ownership of more than five percent on behalf of another person:

      Other persons are  known to have  the right to receive  or the power  to
      direct the   receipt of dividends from or the proceeds  from the sale of
      these securities.  Those person whose interest relates to more than five
      percent of the class are:                 None          


Item 7.     Identification  and  classification   of  the  subsidiaries  which
            acquired the  security  being reported  on by  the parent  holding
            company:

      Not Applicable


Item 8.     Identification and classification of members of the group:

      Not Applicable


Item 9.     Notice of dissolution of group:

      Not Applicable


                              Page  4   of  5 <PAGE>
 




Item 10.    Certification:

      The undersigned expressly declares  that the filing of the  Schedule 13G
      shall  not be construed  as an  admission that  the undersigned  is, for
      purposes of Section  13(d) and 13(g)  of the Securities Exchange  Act of
      1934,  the beneficial owner of  any securities covered  by this Schedule
      13G.

      By signing  below, I  certify  that, to  the best  of  my knowledge  and
      belief,  the  securities referred  to above  were  not acquired  for the
      purpose  of and do  not have the  effect of changing  or influencing the
      control of  the issuer  of  such securities  and  were not  acquired  in
      connection  with  or as  a participant  in  any transaction  having such
      purposes or effect.

      After reasonable 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.

                                          ARKLA, INC.

DATE:   2/14/94  


                                          By:    Michael B. Bracy      
                                                Michael B. Bracy 
                                                Vice President





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