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Prospectus Supplement Filed Pursuant to Rule 424(b)(4)
To Prospectus Dated August 31, 2000 Registration No. 333-44572-01
333-44572
TEXAS INSTRUMENTS TUCSCON CORPORATION
(FORMERLY KNOWN AS BURR-BROWN CORPORATION)
$250,000,000
4 1/4% CONVERTIBLE SUBORDINATED NOTES DUE 2007
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TEXAS INSTRUMENTS INCORPORATED
5,624,784 SHARES OF COMMON STOCK
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This prospectus supplement amends and supplements, and should
be read in conjunction with, the prospectus, dated August 31, 2000 of Texas
Instruments Tucson Corporation and Texas Instruments Incorporated relating to
the offering from time to time by certain selling securityholders of (i) up to
$250.0 million aggregate principal amount of 4 1/4% Convertible Subordinated
Notes Due 2007 of TI Tucson, and (ii) up to 5,624,784 shares of Texas
Instruments common stock, par value $1.00 per share, issuable upon conversion of
the notes.
CHANGE IN SELLING SECURITYHOLDER INFORMATION
The table below sets forth information as of the date hereof
concerning beneficial ownership of the notes of the selling securityholders
listed below. All information concerning beneficial ownership has been furnished
by the selling securityholders.
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT AT
MATURITY OF
NOTES SHARES OF
BENEFICIALLY PERCENTAGE OF COMMON STOCK PERCENTAGE OF
OWNED THAT NOTES THAT MAY COMMON STOCK
NAME OF SELLING SECURITYHOLDER MAY BE SOLD OUTSTANDING BE SOLD(1) OUTSTANDING (2)
------------------------------ ------------ ------------- ------------ ---------------
<S> <C> <C> <C> <C>
Ariston Internet Convertible Fund.................. $ 15,000 * 337 *
Associated Electric & Gas Insurance Services
Limited.......................................... 700,000 * 15,748 *
CALAMOS Convertible Growth and Income
Fund - CALAMOS Investment Trust.................. 650,000 * 14,623 *
CALAMOS Global Convertible Fund -
CALAMOS Investment Trust......................... 240,000 * 5,399 *
Deutsche Bank Securities........................... 19,600,000 7.8 440,945 *
Highbridge International LLC....................... 614,000 * 13,813 *
Paloma Securities LLC.............................. 600,000 * 13,498 *
Salomon Smith Barney Inc........................... 2,085,000 * 46,907 *
</TABLE>
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* Less than 1%
(1) Assumes conversion of all of the holder's notes at a conversion price
of $44.45 per share of Texas Instruments common stock. However, this
conversion price will be subject to adjustment as described under
"Description of Notes - Conversion of Notes" in the prospectus. As a
result, the amount of Texas Instruments common stock issuable upon
conversion of the notes may decrease in the future.
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(2) Calculated based on Rule 13d-3(d)(i) of the Securities and Exchange Act
using 1,729,986,258 shares of Texas Instruments common stock
outstanding as of September 20, 2000. Assumes the number of shares of
Texas Instruments common stock issuable upon conversion of all of that
particular holder's notes are outstanding. However, this does not
include the conversion of any other holder's notes.
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 4 OF THE PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus Supplement is September 26, 2000.
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