SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 1, 1998
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TEXAS INSTRUMENTS INCORPORATED
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(Exact name of Registrant as specified in its charter)
Delaware 1-3761
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(State of Incorporation) (Commission File No.)
75-0289970
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(I.R.S. Employer Identification No.)
8505 Forest Lane,
P. O. Box 660199, Dallas, Texas 75266-0199
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(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code (972) 995-3773
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ITEM 5. Other Events.
The information set forth in the Registrant's news release dated
October 1, 1998 (attached hereto as Exhibit 21) is incorporated herein by
reference to such news release.
ITEM 7. Exhibits.
Designation of
Exhibit in
this Report Description of Exhibit
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21 Registrant's news release
dated October 1, 1998
SIGNATURE
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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 hereunto duly authorized.
TEXAS INSTRUMENTS INCORPORATED
By: /s/ O. WAYNE COON
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O. Wayne Coon
Vice President and
Assistant Secretary
Date: October 1, 1998
Exhibit Index
<TABLE>
<CAPTION>
Designation of
Exhibit in Paper (P)
this Report Description of Exhibit or Electronic (E)
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<S> <C> <C>
21 Registrant's news release E
dated October 1, 1998
</TABLE>
EXHIBIT 21
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News Release
C-98053
Micron Completes Acquisition of TI's Memory Business
DALLAS (October 1, 1998) -- Micron Technology, Inc. (NYSE: MU) and Texas
Instruments Incorporated (NYSE: TXN) today announced the completion of the
sale of TI's memory business to Micron, including TI's wholly owned fabs in
Avezzano, Italy and Richardson, Texas, its joint venture interests in Japan
and Singapore, and an assembly and test operation in Singapore.
Under the terms of the agreement, TI received approximately 28.9 million
shares of Micron common stock valued at $881 million as of the closing date,
$740 million in notes convertible into an additional 12 million shares of
Micron common stock, and a $210 million subordinated note. The market value
of the 6.5 percent convertible and subordinated notes is approximately $836
million.
In addition to TI's memory assets, Micron received $550 million in proceeds
from financing provided by TI to facilitate the deployment of Micron's
technology throughout the acquired business. As part of the transaction,
Micron also received a 10 year royalty-free cross license agreement. The
proceeds are less than previously announced as TI agreed to retain its Italian
government-sponsored debt.
TI expects a before-tax gain of approximately $100 million on the sale, which
will be deferred until the repayment of the TI-provided financing.
"The capacity of the wholly-owned and joint venture facilities, combined with
our leading-edge technology and manufacturing efficiencies, should position
Micron well for future market opportunities," said Steve Appleton, chairman,
CEO and president of Micron. "We will immediately begin transferring our
technology to these operations, with the expectation that it will require
three to six quarters to implement."
"With this sale, we're turning the page on TI history and taking the last
major step in transitioning to primarily a pure-play digital signal processing
and analog provider," said Tom Engibous, chairman, president and chief
executive officer of Texas Instruments.
In connection with the sale, TI has agreed to guarantee the payment
obligations of one of its former joint ventures under a newly-syndicated $450
million principal amount credit facility. At this time, the joint venture has
borrowed $210 million under the credit facility. As a result of the
guarantee, TI has been granted a security interest in the joint venture's
assets. In addition, the guarantee is partially offset by certain contingent
funding obligations of the joint venture shareholders.
# # # #
NOTE TO EDITORS: Micron Technology, Inc., and its subsidiaries manufacture and
market DRAMs, very fast SRAMs, Flash, other semiconductor components, memory
modules, graphics accelerators, personal computer systems, and radio frequency
identification (RFID) products. Micron's common stock is traded on the New
York Stock Exchange (NYSE) under the symbol MU. To learn more about Micron
Technology, Inc., visit its web site at www.micron.com
Texas Instruments Incorporated is a global semiconductor company and the
world's leading designer and supplier of digital signal processing solutions,
the engines driving the digitization of electronics. Headquartered in Dallas,
Texas, the company's businesses also include materials and controls,
educational and productivity solutions, and digital imaging. The company has
manufacturing or sales operations in more than 25 countries. Texas Instruments
is traded on the New York Stock Exchange under the symbol TXN. More
information is located on the World Wide Web at http://www.ti.com
