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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: July 2, 1998
TEXAS INSTRUMENTS INCORPORATED
(Exact name of registrant as specified in its charter)
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Delaware 1-3761 75-0289970
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
8505 Forest Lane 75266-0199
P.O. Box 660199 (Zip Code)
Dallas, Texas
(Address of principal executive offices)
Registrant's telephone number, including area code: 972-995-3773
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
See the attached press release dated June 19, 1998.
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
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William A. Aylesworth
Senior Vice President,
Treasurer and Chief Financial
Officer
July 2, 1998
PRESS RELEASE
Texas Instruments Adopts New Stockholder Rights Plan
Dallas (June 19, 1998) -- Texas Instruments Incorporated (NYSE:TXN)
announced today that its Board of Directors has adopted a new Stockholder
Rights Plan to replace the rights plan that expired on June 17, 1998.
Under the new plan, which is substantially similar to the expired plan,
Rights will be distributed as a dividend at the rate of one Right for each
share of common stock of the company held by stockholders of record at the
close of business on June 30, 1998. Each Right will entitle stockholders
to buy, upon occurrence of certain events, one unit of a share of preferred
stock for $200.
The Rights generally will be exercisable only if a person or group
acquires beneficial ownership of 20 percent or more of the company's common
stock, or commences a tender or exchange offer that, upon consummation,
would result in a person or group owning 20 percent or more of the
company's common stock.
Under certain circumstances the new Rights are redeemable at a price of 1
cent per Right and will expire on June 18, 2008.
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