<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 14
TEXAS INSTRUMENTS TUCSON CORPORATION
(FORMERLY KNOWN AS BURR-BROWN CORPORATION)
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
(Title of Class of Securities)
122574 10 6
(CUSIP Number)
August 24, 2000
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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).
<PAGE> 2
CUSIP NO. 122574 10 6 13G PAGE 2 OF 9 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sarah M. Brown Smallhouse
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ x ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES 5 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 0
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12 TYPE OF REPORTING PERSON*
IN
*See Instructions
<PAGE> 3
CUSIP NO. 122574 10 6 13G PAGE 3 OF 9 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mary B. Brown
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ x ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES 5 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 0
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12 TYPE OF REPORTING PERSON*
IN
*See Instructions
<PAGE> 4
CUSIP NO. 122574 10 6 13G PAGE 4 OF 9 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas R. Brown, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ x ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Island of Nevis
NUMBER OF SHARES 5 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 0
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12 TYPE OF REPORTING PERSON*
IN
*See Instructions
<PAGE> 5
CUSIP NO. 122574 10 6 13G PAGE 5 OF 9 PAGES
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS (ENTITIES ONLY)
Brown Investment Management Limited Partnership
86-0619423
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES 5 SOLE VOTING POWER 0
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
WITH
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 0
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12 TYPE OF REPORTING PERSON*
PARTNERSHIP
*See Instructions
<PAGE> 6
ITEM 1. (a) Name of Issuer:
Texas Instruments Tucson Corporation, formerly known
as Burr-Brown Corporation
(b) Address of Issuer's Principal Executive Offices:
6730 South Tucson Boulevard
Tucson, Arizona 85706
ITEM 2. (a) Name of Persons Filing:
Thomas R. Brown, Jr., individually, as Trustee under
Trust Agreement dated October 3, 1988, under the last
will and testament of Helen M. Brown for the benefit
of Mary B. Brown, and as Trustee under Trust
Agreement dated October 3, 1988, under the last will
and testament of Helen M. Brown for the benefit of
Sarah M. Brown Smallhouse.
Mary B. Brown
Sarah M. Brown Smallhouse
Brown Investment Management Limited Partnership
(b) Address of Principal Business Office:
6125 E.W. Miramar
Tucson, Arizona 85715
(c) Citizenship:
U.S.A.
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
122574 10 6
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under section 15
of the Act.
(b) [ ] Bank as defined in section 3(a)(6) of the Act.
(c) [ ] Insurance company as defined in section 3(a)
(19) of the Act.
(d) [ ] Investment company registered under Section 8
of the Investment Company Act of 1940.
(e) [ ] An investment adviser in accordance with
Section 240.13d-1(b)(1)(ii)(E).
<PAGE> 7
(f) [ ] An employee benefit plan or endowment
fund in accordance with Section
240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with Section
240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the
definition of an investment company under
section 3(c)(14) of the Investment Company
Act of 1940.
(j) [ ] Group, in accordance with Section
240-13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
(a) AMOUNT BENEFICIALLY OWNED
Effective as of August 24, 2000, Burr-Brown Corporation merged
with Burma Acquisition Corp., a Delaware corporation and wholly-owned subsidiary
of Texas Instruments Incorporated, with Burr-Brown surviving the merger under
the terms of the Agreement and Plan of Merger dated June 21, 2000, among Texas
Instruments, Burma and Burr-Brown. Immediately following the merger, Burr-Brown
changed its name to Texas Instruments Tucson Corporation. Pursuant to the
merger, each outstanding share of Burr-Brown common stock was converted into the
right to receive Texas Instruments common stock. Therefore, following the
merger, none of the reporting persons held any shares of Burr-Brown common
stock.
(b) PERCENT OF CLASS
See Item 4(a) above.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS VOTING OR
DISPOSITIVE POWER
See Item 4(a) above.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following. |X|
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not Applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
<PAGE> 8
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
Not Applicable.
<PAGE> 9
SIGNATURE
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.
Dated: September 7, 2000 By: /s/ Thomas R. Brown, Jr.
---------------------------------------
Thomas R. Brown, Jr.
Dated: September 7, 2000 By: /s/ Thomas R. Brown, Jr.
---------------------------------------
Thomas R. Brown, Jr., as Trustee of Trust
Agreement dated October 3, 1988, under the
last will and testament of Helen M. Brown
for the benefit of Mary B. Brown
Dated: September 7, 2000 By: /s/ Thomas R. Brown, Jr.
---------------------------------------
Mary B. Brown, by Thomas R. Brown, Jr., as
Attorney-In-Fact
Dated: September 7, 2000 By: /s/ Thomas R. Brown, Jr.
---------------------------------------
Sarah M. Brown Smallhouse, by Thomas R.
Brown, Jr., as Attorney-In-Fact
Dated: September 7, 2000 By: /s/ Thomas R. Brown, Jr.
---------------------------------------
Thomas R. Brown, Jr., as Trustee of Trust
Agreement dated October 3, 1988, under the
last will and testament of Helen M. Brown
for the benefit of Sarah M. Brown Smallhouse
Dated: September 7, 2000 By: /s/ Thomas R. Brown, Jr.
---------------------------------------
Thomas R. Brown, Jr., as General Partner,
Brown Investment Management Limited
Partnership
