PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(B)(3)
TO PROSPECTUS DATED JUNE 13, 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Securityholders" in the Prospectus is superseded in part by the information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:
<TABLE>
<CAPTION>
Securities Beneficially
Notes and Conversion Shares Shares Owned After Offering
------------------------------------------ ----------------------
Principal
Amount of
Notes Number of Shares Number of Securities to be Percentage of
Beneficially Percentage Conversion Beneficially Shares Sold--Percentage Common
Owned that of Notes Shares that Owned Prior that may of Common Stock Stock
Name May Be Sold Outstanding May Be Sold (1) to Offering Be Sold Outstanding (2) Amount Outstanding
- ---------------- ------------- ----------- ------------- ------------ ----------- ---------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Alexandra
Global 2,300,000 3.6 97,046 * 0 --
Investment
Fund 1 LTD.
- ----------------
Franklin
Custodian 9,000,000 14.2 379,747 2.5 0 --
Funds -
Utilities
- ----------------
Any other
holder of
Notes or
future
transferee, -- -- -- * 0 --
pledgee, donee
or successor
of or from any
such other
holder.(3)(4)
- ---------------- -------------- ----------- ---------------- ------------ ---------- ---------------- ------------ -------------
</TABLE>
*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 14,762,791 shares of Common Stock outstanding as of January
31, 1999, 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) Information concerning other Selling Securityholders will be set forth in
supplements to this Prospectus from time to time, if required.
(4) 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 February 18, 1999
