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TEXAS INSTRUMENTS TUCSON CORPORATION
6730 South Tucson Boulevard
Tucson, Arizona 85706
August 31, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Texas Instruments Tucson Corporation
(formerly known as Burr-Brown Corporation)
Application for Withdrawal
Registration Statement on Form S-8 (No. 333-58599)
(the "Registration Statement")
Ladies and Gentlemen:
Pursuant to Rule 477(a) promulgated under the Securities Act of 1933,
as amended, Texas Instruments Tucson Corporation, a Delaware corporation
formerly known as Burr-Brown Corporation (the "Company"), hereby requests that
the Securities and Exchange Commission (the "Commission") consent to the
withdrawal of the Company's Registration Statement, as declared effective by the
Commission on July 7, 1998. Pursuant to the Agreement and Plan of Merger dated
June 21, 2000 among the Company, Texas Instruments Incorporated, a Delaware
corporation ("Texas Instruments"), and Burma Acquisition Corp., a Delaware
corporation and wholly owned subsidiary of Texas Instruments (the "Merger"), the
Company became a wholly owned subsidiary of Texas Instruments on August 24,
2000. As a result of the Merger, the Company's 1993 Stock Incentive Plan (the
"Plan") has been assumed by Texas Instruments, who has registered the Texas
Instruments common stock issuable under the Plan on a subsequent registration
statement on Form S-8. Additionally, as a result of the Merger, the Company's
Employee Stock Purchase Plan was terminated.
The board of directors of the Company believes that it is in the best
interest of the Company and consistent with public interest to withdraw the
above-referenced Registration Statement, and respectfully requests that the
Commission consent to such withdrawal.
Sincerely,
/s/ BART T. THOMAS
Bart T. Thomas
Secretary
