SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
20549
------------
FORM 8-K
------------
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 28, 1997
-------------------------------------------------------------------
TEXAS INSTRUMENTS INCORPORATED
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 1-3761
------------------------ ---------------------
(State of Incorporation) (Commission File No.)
75-0289970
------------------------------------
(I.R.S. Employer Identification No.)
13500 North Central Expressway
P. O. Box 655474, Dallas, Texas 75265-5474
----------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 972-995-3773
-----------------------------------------------------------------
ITEM 2. Acquisition or Disposition of Assets.
On January 21, 1997, Texas Instruments Incorporated (the
"Registrant") entered into an asset purchase agreement with AII Holding
Corporation ("AIIH") and its parent, Acer Incorporated, pursuant to which AIIH
agreed to purchase substantially all of the assets, and assume certain of the
liabilities, of the Registrant's notebook computer business (the "Mobile
Computing Business") at a purchase price equal to the net book value of the
Mobile Computing Business at December 31, 1996, subject to adjustment for
calendar 1997 operating losses incurred by the Mobile Computing Business. The
closing of the sale of the U.S. portion of the Mobile Computing Business was
consummated on February 28, 1997, and the Registrant anticipates that the non-
U.S. portion of the transaction will be consummated on or about March 31,
1997.
2
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro Forma Financial Information.
The following unaudited pro forma financial statement of income
gives effect to the disposition of the Mobile Computing Business as if such
transaction had occurred on January 1, 1996:
TEXAS INSTRUMENTS INCORPORATED
UNAUDITED PRO FORMA STATEMENT OF INCOME<F1>(1)
Year Ended December 31, 1996
(in millions of dollars, except per-share amounts)
<TABLE>
<CAPTION>
Pro Forma
Adjustments for
Historical Disposition of the Texas
Texas Mobile Computing Instruments
Instruments Business as Adjusted
12/31/96 <F2>(2) <F3>(3) 12/31/96
----------- ------------------ -----------
<S> <C> <C> <C>
Net revenues $9,940 $(677) $9,263
Operating costs and expenses:
Cost of revenues 7,146 (814) 6,332
Research and development 1,181 (38) 1,143
Marketing, general and administrative 1,639 (121) 1,518
------- ------ ------
Total 9,966 (973) 8,993
------- ------ ------
Profit (loss from operations) (26) 296 270
Other income (expense) net 76 -- 76
Interest on loans 73 -- 73
------- ------ ------
Income (loss) before provision for income taxes (23) 296 273
Provision for income taxes 23 104 127
------- ------ ------
Income (loss) from continuing operations (46) 192 146
======= ====== ======
Income (loss) from continuing operations per share $ (.24) $ .76
======= ======
NOTES TO PRO FORMA STATEMENT OF INCOME
<FN>
<F1>(1) A pro forma consolidated balance sheet is not presented herein because
the assets and liabilities of the Mobile Computing Business were not material
to the Registrant.
3
<F2>(2) Amounts reflect operating results of the Mobile Computing Business for
1996.
<F3>(3) Operating results of the Mobile Computing Business include a fourth
quarter pretax charge of $112 million, of which $101 million was for asset
write-downs and $11 million was for severance actions completed by year end.
In addition to the charge taken in the fourth quarter, the Registrant
expects to take a charge in the first quarter of 1997 for severance and other
costs associated with the sale of the Mobile Computing Business.
</TABLE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TEXAS INSTRUMENTS INCORPORATED
By /s/ WILLIAM A. AYLESWORTH
--------------------------
William A. Aylesworth
Senior Vice President, Treasurer
and Chief Financial Officer
Date: March 14, 1997
4
