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): June 18, 1998
-------------------------------------------------------------------
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.)
8505 Forest Lane,
P. O. Box 660199, Dallas, Texas 75266-0199
---------------------------------------------------
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code (972) 995-3773
-----------------------------------------------------------------
ITEM 5. Other Events.
The information set forth in the Registrant's news release dated
June 18, 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
-------------- ----------------------
21 Registrant's news release
dated June 18, 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 hereunto duly authorized.
TEXAS INSTRUMENTS INCORPORATED
By: /s/ O. WAYNE COON
-----------------------
O. Wayne Coon
Vice President and
Assistant Secretary
Date: June 18, 1998
Exhibit Index
<TABLE>
<CAPTION>
Designation of
Exhibit in Paper (P)
this Report Description of Exhibit or Electronic (E)
- -------------- ---------------------- -----------------
<S> <C> <C>
21 Registrant's news release E
dated June 18, 1998
</TABLE>
EXHIBIT 21
----------
News Release
C-98042
Micron Technology to Purchase
Memory Business of Texas Instruments
Boise, Idaho/Dallas, Texas, (June 18, 1998) -- Micron Technology, Inc.,
(NYSE: MU) and Texas Instruments Incorporated (NYSE: TXN) announced today a
definitive agreement for Micron to purchase the assets of TI's semiconductor
memory business for a combination of common stock and assumption of debt
totaling approximately $800 million (at Micron's current stock price). The
transaction includes the purchase of substantially all of TI's memory assets,
as well as TI's shares in its two DRAM manufacturing joint ventures.
This transaction strengthens the strategic roadmap of each company.
Micron expands its leadership in the memory market and its international
presence, while TI solidifies its position as a company focused on digital
signal processing and analog semiconductors.
Under the terms of the agreement, upon closing TI will receive
approximately 28.9 million shares of Micron common stock, $740 million
principal amount of seven-year, 6.5 percent notes convertible into an
additional 12 million shares of Micron common stock, and a $210 million
principal amount, seven year, 6.5 percent subordinated note. The market value
of these notes is expected to be substantially less than their face amount.
Micron also will assume approximately $190 million of government-sponsored
debt associated with TI's Italian memory operations.
In addition to TI's memory assets, Micron will receive $750 million in
financing from TI to facilitate the deployment of Micron's technology
throughout the business. Micron and TI have also agreed upon a 10-year
royalty-free semiconductor patent cross-license agreement, to begin January 1,
1999. TI will retain ownership of its related patents.
TI currently operates three wholly owned manufacturing facilities that
are included in the transaction: a wafer fabrication facility in Avezzano,
Italy; a wafer fabrication facility in Richardson, Texas (formerly known as
TwinStar); and an assembly/test facility in Singapore. Also included in the
transaction is TI's interest in two joint ventures: TECH Semiconductor
Singapore, owned by TI, Hewlett-Packard, Canon, and the Singapore Economic
Development Board; and KTI Semiconductor in Japan owned by TI and Kobe Steel.
TI currently owns an approximate 25 percent interest in each joint venture and
has rights to 100 percent of the production of each joint venture. Micron
expects to offer positions to most of the TI memory employees.
"This strategic acquisition will enhance Micron's position as the most
cost-effective memory producer in the world, by leveraging our leading-edge
technology into existing fabs without significantly increasing R&D,
administrative and operating costs," said Steve Appleton, chairman, CEO and
president of Micron. "The additional global capabilities, including
participation in a unique joint-venture manufacturing strategy, positions
Micron to take advantage of future markets."
Thomas J. Engibous, TI chairman, CEO and president, said: "Several years
ago, TI set a course to become a company focused on its leadership position in
digital signal processing solutions. With this latest transaction, TI truly
becomes a DSP solutions company, and we do so under an innovative agreement
that positions TI to benefit from an upturn in the memory market."
The transaction is subject to several contingencies, including
satisfactory completion of due diligence, completion of appropriate agreements
with various third parties (including relevant government authorities), as
well as customary regulatory approvals (including Hart-Scott-Rodino and
European Union antitrust reviews). The transaction is expected to close in
the second half of this year.
In conjunction with the transaction, TI will close its Richardson, Texas,
memory manufacturing operation, with Micron retaining the facility for future
capacity, pending a market upturn.
Separately, TI today announced a worldwide restructuring program. Over
the past several years, TI has transformed itself from a multi-business
corporation to a semiconductor company focused on digital signal processing
solutions. In doing so, TI has divested 12 businesses. As a result of these
divestitures, the pending sale of the memory business and weakness in the
current semiconductor market environment, TI will implement a worldwide
restructuring program to more closely match the size and cost of its support
functions with the company's overall size, and further combine manufacturing
resources for more efficient operations. The plan will include the elimination
of approximately 3,500 jobs around the world over the next few months through
voluntary programs, attrition, outsourcing and layoffs, as well as the closing
of several facilities. When fully implemented, the ongoing pretax savings
from the restructuring is expected to be about $270 million annually, which
essentially offsets the fixed and allocated costs of the memory business that
are not absorbed by Micron.
TI expects to take a material charge for the restructuring in the second
quarter of 1998. In connection with the sale of the memory business, TI could
recognize a material loss when the transaction closes, based on the current
price of Micron common stock.
# # #
NOTE TO EDITORS:
Micron Technology, Inc., and its subsidiaries manufacture and market
DRAMs, very fast SRAMs, Flash, other semiconductor components, memory modules,
personal computer systems, and high-performance 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.
