UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Itron Incorporated
(Name of Issuer)
Common Stock
(Title of Class of Securities)
465741106
(CUSIP Number)
Kathleen S. Tillotson, Esq., Kopp Investment Advisors, 7701 France Ave.
So., Suite 500
Edina, MN 55435 (612) 841-0400
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
1/10/00
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting 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
disclosures provided in a prior cover page.
The information required on 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).
SCHEDULE 13D
CUSIP No. 465741106 Page 1 of 3
l) Name of Reporting Person
S.S. or I.R.S. Identification No. of Person
Kopp Investment Advisors, Inc.
I.D. No. 41-1663810
2) Check the appropriate box if a Member of a Group
(a)
(b)
3) SEC Use Only
4) Source of Funds
OO: Client Funds; WC
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization
Minnesota
Number of shares 7) Sole Voting Power: 996,500
Beneficially Owned
by Each Reporting
Person With: 8) Shared Voting Power: 0
9) Sole Dispositive Power: 590,000
10) Shared Dispositive Power:
2,207,852
11) Aggregate Amount Beneficially Owned by Each Reporting
Person
2,797,852
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13) Percent of Class Represented by Amount in Row (11)
18.7%
14) Type of Reporting Person IA
SCHEDULE 13D
CUSIP No 465741106 Page 2 of 3
l) Name of Reporting Person
S.S. or I.R.S. Identification No. of Person
Kopp Holding Company
I.D. No. 41-1875362
2) Check the appropriate box if a Member of a Group
(a)
(b)
3) SEC Use Only
4) Source of Funds
Not applicable - indirect beneficial ownership
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization
Minnesota
Number of shares 7) Sole Voting Power: 0
Beneficially Owned
by Each Reporting
Person With: 8) Shared Voting Power: 0
9) Sole Dispositive Power: 0
10) Shared Dispositive Power: 0
11) Aggregate Amount Beneficially Owned by Each Reporting
Person
2,797,852
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13) Percent of Class Represented by Amount in Row (11)
18.7%
14) Type of Reporting Person HC
SCHEDULE 13D
CUSIP No. 465741106 Page 3 of 3
l) Name of Reporting Person
S.S. or I.R.S. Identification No. of Person
LeRoy C. Kopp
2) Check the appropriate box if a Member of a Group
(a)
(b)
3) SEC Use Only
4) Source of Funds
PF, OO
5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization
United States
Number of shares 7) Sole Voting Power: 227,000
Beneficially Owned
by Each Reporting
Person With: 8) Shared Voting Power: 0
9) Sole Dispositive Power: 227,000
10) Shared Dispositive Power: 0
11) Aggregate Amount Beneficially Owned by Each Reporting
Person
3,024,852
12) Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13) Percent of Class Represented by Amount in Row (11)
20.2%
14) Type of Reporting Person IN
Item 1. Security and Issuer
This statement relates to the common stock, no par value ("Common
Stock") of Itron Incorporated, a Washington corporation ("Company"),
whose principal executive offices are located at 2818 North Sullivan Road,
Spokane, WA 99216-1897. The approximate aggregate percentage of shares
of Common Stock reported beneficially owned by each person herein is based
on 14,954,940 shares outstanding, which is the total number of shares of
Common Stock outstanding as of October 31, 1999, as reflected in the
Company's quarterly report on Form 10-Q filed with the Securities and
Exchange Commission ("Commission") for the fiscal quarter ended
September 30, 1999. Unless otherwise indicated, the holdings reported
herein are as of the close of business on January 14, 2000.
Item 2. Identity and Background
(a) This statement is filed by Kopp Investment Advisors, Inc.
("KIA"), with respect to shares of Common Stock beneficially owned directly
by it and held in discretionary accounts managed by KIA; Kopp Holding
Company ("KHC"), solely as the parent corporation of KIA and indirect
beneficial owner of the shares beneficially owned by KIA; and LeRoy C.
Kopp individually with respect to shares of Common Stock beneficially
owned directly by him and indirectly by him by virtue of his ownership of all
of the stock of KHC. The foregoing persons are sometimes referred to as
"Reporting Persons." Certain information concerning the directors and
executive officers of the corporate Reporting Persons is set forth on Schedule
A attached hereto and incorporated herein by reference. Any disclosures with
respect to persons other than the Reporting Persons are made on information
and belief after making inquiry to the appropriate party.
(b) The business address of each of the Reporting Persons and
directors and executive officers is 7701 France Avenue South, Suite 500,
Edina, MN 55435.
( c) The principal business of KIA is that of an investment advisor
managing discretionary accounts owned by numerous third-party clients,
including the Kopp Emerging Growth Fund, a registered investment
company incorporated under Minnesota law. KHC is a holding company
engaged, through subsidiaries, in the investment industry. The principal
occupation of Mr. Kopp is serving as the president of KHC and KIA.
(d) None of the persons referred to in paragraph (a) above has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations and/or similar misdemeanors).
(e) None of the persons referred to in paragraph (a) above has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree, or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) KIA and KHC are Minnesota corporations. Mr. Kopp and all
other directors and executive officers of the Reporting Persons are citizens of
the United States.
Item 3. Source and Amount of Funds or Other Consideration
The net investment cost (including commissions, if any) of the shares
of Common Stock directly or indirectly beneficially owned by Mr. Kopp,
which includes shares beneficially owned by the other Reporting Persons, at
January 14, 2000, was $45,313,100.61. The shares beneficially owned by
KIA were purchased with the investment capital of KIA or the investment
capital of the owners of the discretionary accounts. The shares beneficially
owned directly by Mr. Kopp were purchased with his investment capital or
the funds of an employee benefit plan or 501(c)(3) corporation. See Item 5
below.
Item 4. Purpose of Transaction
The Reporting Persons acquired the shares of Common Stock for
investment purposes, and the Reporting Persons intend to evaluate the
performance of such securities as an investment in the ordinary course of
business. The Reporting Persons pursue an investment objective of long term
capital appreciation. In pursuing this investment objective, the Reporting
Persons analyze the management, operations and markets of companies in
which they invest, including the Company, on a continual basis through
analysis of research and discussions with industry and market observers and
with representatives of such companies.
Each Reporting Person that owns shares of Common Stock assesses
the Company's business, financial condition, and results of operations as well
as economic conditions and securities markets in general and those for the
Company's shares in particular. Depending on such assessments, one or
more of such Reporting Persons may acquire additional shares or may sell or
otherwise dispose of all or some of the shares of Common Stock. Such
actions will depend on a variety of factors, including current and anticipated
trading prices for the Common Stock, alternative investment opportunities,
and general economic, financial market, and industry conditions.
The Reporting Persons understand that prior purchases of shares of
Common Stock, if any, by persons named in Schedule A to this statement
were made for the purpose of each such person's personal investment.
Except as described in this Item 4, none of the Reporting Persons nor
any other person named in Schedule A has any plans or proposals that relate
to, or would result in, any matter required to be disclosed in response to
paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. The shares
of Common Stock were not acquired for the purpose, nor with the effect, of
changing or influencing the control of the Company.
Item 5. Interest in Securities of the Issuer
(a) Through its own investment account, KIA is the direct owner of
50,000 shares, or approximately .3%, of the Common Stock. By virtue of
limited powers of attorney and/or investment advisory agreements, KIA is the
beneficial owner of 2,747,852 shares, or 18.4%, of the Common Stock. KIA
has sole voting power over its investment account and, by special agreement,
over a small percentage of the shares managed for clients. Under its standard
investment agreement, KIA does not vote its clients' shares. By virtue of the
relationships described in Item 2 of this statement, KHC and Mr. Kopp have
indirect beneficial ownership of the shares beneficially owned by KIA.
Mr. Kopp's direct beneficial ownership comprises Common Stock
held in the KIA Profit Sharing Plan ("Plan"), for which he serves as sole
trustee; held in the Kopp Family Foundation ("KFF"), for which he serves as
director; held in the LeRoy C. Kopp Individual Retirement Account ("IRA");
and held directly by him. The Plan is the direct owner of 7,000 shares, or less
than .1% of the Common Stock. KFF is the direct owner of 45,000 shares, or
approximately .3%, of the Common Stock. The IRA is the direct owner of
155,000 shares, or approximately 1%, of the Common Stock. Mr. Kopp
owns directly 20,000 shares, or .1%. In the aggregate, including the shares
beneficially owned by KIA, Mr. Kopp may be deemed beneficially to own a
total of 3,024,852 shares, or 20.2%, of the Common Stock.
(b) KIA has sole power to vote 996,500 shares of the Common Stock.
Pursuant to the limited powers of attorney granted to KIA by its clients,
which generally are terminable immediately upon notice, KIA in effect shares
with the majority of its clients the power to dispose of the Common Stock
owned by them. KIA has sole power to dispose of 590,000 shares. In effect
Mr. Kopp has sole power to dispose of and to vote the Common Stock
beneficially owned directly by him.
( c) The identity of the Reporting Person, type of transaction, date,
number of shares, and price per share (excluding commission) for all
transactions in the Common Stock by the Reporting Persons within the past
60 days are set forth on Schedule B attached hereto and incorporated by
reference herein. Substantially all trades by the Reporting Persons are done
in the over-the-counter market.
(d) With the exception of the clients of KIA and the employees of
KHC, no person other than each respective record owner of shares of
Common Stock is known to have the right to receive or the power to direct
the receipt of dividends from or the proceeds of the sale of such shares of
Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
KIA and the Company have entered into a letter of understanding
relative to KIA's control of the Common Stock to allow KIA to be exempt
from the Company's Rights Plan under certain circumstances. Except as
otherwise expressly disclosed herein, there are no contracts, arrangements,
understandings, or relationships (legal or otherwise) among the persons
named in Item 2 hereof or between such persons and any other person with
respect to the Common Stock. The filing of this Schedule shall NOT be
construed as an admission that a Reporting Person or any other person is a
beneficial owner of any shares of Common Stock for any purpose, including
for purposes of Sections 13, 14 or 16 of the Securities Exchange Act of 1934,
as amended from time to time.
Item 7. Material to Be Filed as Exhibits
Exhibit 1 - A written agreement relating to the filing of this statement
pursuant to Rule 13d-1(f).
Signatures
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete, and correct.
Dated: 1/20/00
KOPP INVESTMENT ADVISORS, INC.
BY:
TITLE: Chief Financial Officer
KOPP HOLDING COMPANY
BY:
TITLE: Chief Financial Officer
LEROY C. KOPP
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, as amended, the undersigned hereby agree to the joint filing with all
other Reporting Persons (as such term is defined in the Schedule 13D) on
behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the Common Stock (as defined) and to
the attachment of this agreement to the Schedule 13D as Exhibit 1 thereto.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement
this 20th day of January 2000 .
KOPP INVESTMENT ADVISORS, INC.
BY:
TITLE: President
KOPP HOLDING COMPANY
BY:
TITLE: President
LEROY C. KOPP
Schedule A
List of Directors, Executive Officers, and Control Persons
LeRoy C. Kopp, individually, and as sole director and president of Kopp
Investment Advisors, Inc. and Kopp Holding Company
John P. Flakne as chief financial officer of KIA, and KHC
Kopp Investment Advisors - Schedule B
Daily Trade Report
"November 16, 1999 thru January 14, 2000"
Trade Reporting
Date Person Activity Quantity Symbol Price
01-14-00 KIA BUY 2000 itri 7.19
01-14-00 KIA BUY 1700 itri 7.13
01-14-00 KIA BUY 1300 itri 7.19
01-14-00 KIA BUY 1500 itri 7.19
01-14-00 KIA BUY 5000 itri 7.24
01-13-00 KIA BUY 1000 itri 7.21
01-13-00 KIA BUY 1100 itri 7.21
01-13-00 KIA BUY 1300 itri 7.25
01-12-00 KIA BUY 3500 itri 7.35
01-12-00 KIA BUY 1000 itri 7.38
01-12-00 KIA BUY 750 itri 7.38
01-12-00 KIA BUY 5500 itri 7.38
01-12-00 KIA BUY 2500 itri 7.35
01-12-00 KIA BUY 2000 itri 7.35
01-12-00 KIA SELL 1200 itri 7.25
01-12-00 KIA BUY 2500 itri 7.38
01-12-00 KIA BUY 1000 itri 7.35
01-12-00 KIA BUY 5000 itri 7.34
01-11-00 KIA BUY 7000 itri 7.19
01-10-00 KIA BUY 400 itri 6.63
01-10-00 KIA BUY 100 itri 6.88
01-10-00 KIA BUY 700 itri 7.00
01-10-00 KIA BUY 200 itri 6.63
01-10-00 KIA BUY 1421 itri 7.00
01-10-00 KIA SELL 1200 itri 6.38
01-10-00 KIA BUY 1100 itri 7.13
01-10-00 KIA BUY 2000 itri 6.88
01-10-00 KIA BUY 1500 itri 6.88
01-10-00 KIA BUY 1500 itri 6.88
01-10-00 KIA BUY 1000 itri 6.63
01-10-00 KIA BUY 500 itri 6.75
01-10-00 KIA BUY 1000 itri 7.00
01-07-00 KIA BUY 2000 itri 7.44
01-07-00 CTRL BUY 5000 itri 7.13
01-07-00 KIA BUY 1000 itri 7.07
01-07-00 KIA BUY 1000 itri 7.38
01-06-00 KIA BUY 1900 itri 7.00
01-06-00 KIA BUY 500 itri 7.00
01-06-00 KIA BUY 100 itri 7.00
01-04-00 KIA BUY 4000 itri 7.00
01-04-00 KIA BUY 1400 itri 7.00
01-03-00 KIA BUY 3000 itri 7.03
01-03-00 KIA BUY 2000 itri 7.00
12-31-99 KIA SELL 1000 itri 5.69
12-31-99 KIA SELL 1000 itri 5.75
12-31-99 KIA BUY 4500 itri 6.00
12-31-99 CTRL BUY 5000 itri 6.13
12-31-99 KIA SELL 1800 itri 5.71
12-31-99 KIA SELL 2500 itri 5.71
12-30-99 KIA BUY 2500 itri 5.63
12-30-99 KIA BUY 500 itri 5.75
12-30-99 CTRL BUY 5000 itri 5.75
12-30-99 KIA SELL 600 itri 5.63
12-30-99 KIA SELL 200 itri 5.50
12-29-99 KIA SELL 800 itri 5.30
12-29-99 KIA SELL 400 itri 5.25
12-29-99 KIA SELL 3000 itri 5.27
12-29-99 KIA SELL 2500 itri 5.31
12-29-99 KIA SELL 1200 itri 5.31
12-29-99 KIA SELL 300 itri 5.30
12-29-99 KIA SELL 700 itri 5.25
12-28-99 KIA SELL 1500 itri 4.81
12-28-99 CTRL BUY 20000 itri 5.38
12-28-99 KIA BUY 10000 itri 5.25
12-28-99 KIA SELL 400 itri 4.88
12-27-99 KIA SELL 300 itri 4.48
12-27-99 KIA SELL 800 itri 4.62
12-27-99 KIA BUY 10000 itri 4.88
12-27-99 KIA SELL 1000 itri 4.56
12-27-99 KIA SELL 1000 itri 4.68
12-23-99 KIA SELL 800 itri 4.56
12-23-99 KIA SELL 500 itri 4.56
12-23-99 KIA SELL 2500 itri 4.56
12-23-99 KIA SELL 1000 itri 4.56
12-23-99 KIA SELL 1000 itri 4.50
12-23-99 KIA SELL 700 itri 4.56
12-22-99 KIA SELL 1500 itri 5.00
12-21-99 KIA BUY 7000 itri 5.59
12-21-99 KIA BUY 3000 itri 5.63
12-21-99 KIA SELL 600 itri 5.38
12-21-99 KIA SELL 200 itri 5.38
12-21-99 KIA BUY 10000 itri 5.13
12-21-99 KIA BUY 350 itri 5.13
12-21-99 KIA BUY 500 itri 5.13
12-20-99 KIA SELL 500 itri 5.38
12-20-99 KIA SELL 1000 itri 5.31
12-20-99 KIA SELL 1200 itri 5.38
12-20-99 KIA BUY 3000 itri 5.38
12-20-99 KIA BUY 2500 itri 5.50
12-20-99 KIA BUY 4500 itri 5.50
12-17-99 KIA SELL 800 itri 5.62
12-17-99 KIA SELL 1500 itri 5.18
12-17-99 KIA BUY 3000 itri 5.64
12-17-99 KIA BUY 6000 itri 5.44
12-17-99 CTRL BUY 20000 itri 5.64
12-17-99 KIA SELL 1500 itri 5.25
12-17-99 KIA SELL 200 itri 5.25
12-16-99 KIA SELL 800 itri 5.50
12-15-99 KIA SELL 1200 itri 5.50
12-15-99 CTRL BUY 1000 itri 5.66
12-15-99 CTRL BUY 9000 itri 5.66
12-15-99 KIA SELL 2500 itri 5.63
12-15-99 KIA SELL 2300 itri 5.63
12-15-99 KIA SELL 1700 itri 5.56
12-14-99 KIA SELL 1000 itri 5.69
12-14-99 KIA SELL 1400 itri 5.68
12-14-99 KIA SELL 700 itri 5.69
12-14-99 KIA SELL 1000 itri 5.75
12-13-99 KIA SELL 200 itri 5.69
12-13-99 KIA SELL 1000 itri 5.68
12-13-99 KIA BUY 600 itri 5.88
12-13-99 KIA BUY 4400 itri 5.75
12-13-99 KIA SELL 375 itri 5.68
12-10-99 KIA SELL 2000 itri 5.75
12-10-99 KIA SELL 1500 itri 5.75
12-10-99 KIA SELL 1500 itri 5.69
12-10-99 KIA SELL 200 itri 5.75
12-10-99 KIA BUY 5000 itri 5.88
12-10-99 KIA SELL 500 itri 5.68
12-10-99 KIA SELL 2000 itri 5.69
12-09-99 KIA SELL 1200 itri 5.87
12-09-99 KIA SELL 800 itri 5.75
12-09-99 KIA BUY 700 itri 6.00
12-09-99 KIA SELL 1500 itri 5.75
12-08-99 KIA SELL 1500 itri 5.75
12-08-99 KIA SELL 200 itri 5.69
12-08-99 KIA SELL 1000 itri 5.68
12-08-99 KIA SELL 700 itri 5.69
12-08-99 KIA SELL 1500 itri 5.75
12-08-99 KIA SELL 3000 itri 5.69
12-07-99 KIA SELL 1500 itri 5.94
12-07-99 KIA SELL 600 itri 5.75
12-07-99 KIA SELL 700 itri 5.75
12-06-99 KIA SELL 1500 itri 6.00
12-06-99 KIA SELL 1000 itri 5.87
12-06-99 KIA SELL 1200 itri 5.68
12-06-99 KIA SELL 300 itri 5.88
12-02-99 KIA SELL 1400 itri 5.94
12-02-99 KIA SELL 2500 itri 5.87
12-02-99 KIA SELL 800 itri 5.88
12-02-99 KIA SELL 700 itri 6.13
12-01-99 KIA SELL 1000 itri 6.25
12-01-99 KIA SELL 600 itri 6.25
12-01-99 KIA SELL 1000 itri 6.25
12-01-99 KIA BUY 10000 itri 6.25
12-01-99 KIA BUY 3500 itri 6.25
11-30-99 KIA BUY 1000 itri 6.38
11-30-99 KIA SELL 500 itri 6.30
11-30-99 KIA BUY 10000 itri 6.50
11-30-99 KIA SELL 500 itri 6.31
11-30-99 KIA SELL 700 itri 6.37
11-30-99 KIA SELL 400 itri 6.31
11-29-99 KIA SELL 5000 itri 5.88
11-29-99 KIA BUY 10000 itri 6.13
11-29-99 KIA BUY 18000 itri 6.00
11-26-99 KIA SELL 1700 itri 5.69
11-24-99 KIA SELL 1500 itri 5.75
11-24-99 KIA SELL 1000 itri 5.88
11-24-99 KIA SELL 1200 itri 5.75
11-23-99 KIA SELL 1500 itri 5.75
11-23-99 KIA SELL 1500 itri 5.69
11-22-99 KIA SELL 1000 itri 5.81
11-19-99 KIA SELL 1000 itri 6.00
11-19-99 KIA SELL 3000 itri 6.06
11-19-99 KIA SELL 2500 itri 6.00
11-19-99 KIA SELL 1000 itri 6.01
11-18-99 KIA SELL 1000 itri 5.87
11-18-99 CTRL BUY 3700 itri 6.13
11-18-99 CTRL BUY 10000 itri 6.13
11-18-99 KIA BUY 4000 itri 5.93
11-18-99 KIA SELL 2000 itri 5.75
11-18-99 KIA BUY 1000 itri 5.88
11-17-99 KIA SELL 1000 itri 5.78
11-17-99 KIA SELL 400 itri 5.69
11-17-99 KIA SELL 2000 itri 5.69
11-16-99 KIA SELL 1000 itri 5.87
11-16-99 KIA SELL 4000 itri 5.91