<PAGE>
-----------------------------
OMB APPROVAL
OMB Number: 3235-0145
Expires: October 31, 2002
Estimated average burden
hours per form ....... 14.90
-----------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
BURR-BROWN CORPORATION
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
--------------------------------------------------------------------------------
(Title of Class of Securities)
122574 10 6
---------------------------------------------------------------
(CUSIP Number)
TEXAS INSTRUMENTS INCORPORATED
12500 TI Boulevard
P.O. Box 660199
Dallas, Texas 75266
Attention: William A. Aylesworth
(972) 995-3773
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 21, 2000
---------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copes of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
<PAGE>
-------------------------- ---------------------------
CUSIP No. 122574 10 6 13D PAGE 2 OF 13 PAGES
-------------------------- ---------------------------
------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Texas Instruments Incorporated
75-0289970
------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
------------------------------------------------------------------------------
3 SEC USE ONLY
------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
------------------------------------------------------------------------------
7 SOLE VOTING POWER
11,236,702
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 16,785,653
OWNED BY -----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 11,236,702
PERSON -----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,022,355
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
[ ]
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
41.3%
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
------------------------------------------------------------------------------
<PAGE>
-------------------------- ---------------------------
CUSIP No. 122574 10 6 13D PAGE 3 OF 13 PAGES
-------------------------- ---------------------------
Neither the filing of this Schedule 13D nor any of its contents shall be
deemed to constitute an admission by Texas Instruments Incorporated that it is
the beneficial owner of any of the Common Stock of Burr-Brown Corporation
referred to herein for purposes of Section 13(d) of the Securities Exchange Act
of 1934, as amended (the "Act"), or for any other purpose, and such beneficial
---
ownership is expressly disclaimed.
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the common stock, par value
$0.01 per share (the "Issuer Common Stock"), of Burr-Brown Corporation, a
Delaware corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 6730 South Tucson Boulevard, Tucson, Arizona 85706.
Item 2. Identity and Background.
(a) The name of the person filing this statement is Texas Instruments
Incorporated, a Delaware corporation ("TI").
(b) The address of the principal office and principal business of TI
is 12500 TI Boulevard, P.O. Box 660199, Dallas, Texas 75266.
(c) TI is a global semiconductor company and the world's leading
designer and supplier of digital signal processing and analog technologies, the
engines driving the digitization of electronics. TI's businesses also include
materials and controls and educational and productivity solutions. Set forth in
Schedule A is the name and present principal occupation or employment and the
----------
name, principal business and address of any corporation or other organization in
which such employment is conducted, of each of TI's directors and executive
officers, as of the date hereof.
(d) During the past five years, neither TI nor, to TI's knowledge,
any person named in Schedule A to this statement has been convicted in a
----------
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither TI nor, to TI's knowledge,
any person named in Schedule A to this statement was a party to a civil
----------
proceeding of a judicial or administrative body of competent jurisdiction as
a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of or prohibiting or mandating
activity subject to Federal or State securities laws or finding any violation
with respect to such laws.
(f) All of the natural persons identified on Schedule A except John
----------
C. Scarisbrick are citizens of the United States of America. Mr. Scarisbrick is
a citizen of the United Kingdom.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to an Agreement and Plan of Merger dated as of June 21, 2000 (the
"Merger Agreement"), by and among TI, Burma Acquisition Corp., a Delaware
<PAGE>
-------------------------- ---------------------------
CUSIP No. 122574 10 6 13D PAGE 4 OF 13 PAGES
-------------------------- ---------------------------
corporation and wholly owned subsidiary of TI ("Merger Sub"), and the Issuer,
and subject to the conditions set forth therein, Merger Sub will be merged with
and into the Issuer (the "Merger"), and TI will issue 1.3 shares of TI Common
Stock for each outstanding share of Issuer Common Stock. Likewise, each share of
Issuer Common Stock issuable under options and convertible notes will become
convertible into 1.3 shares of TI Common Stock. The Merger is subject to the
approval of the Merger Agreement by the Issuer's stockholders, the expiration of
the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and any other required regulatory approvals, and the
satisfaction or waiver of certain other conditions as more fully described in
the Merger Agreement. The foregoing summary of the Merger is qualified in its
entirety by reference to the copy of the Merger Agreement included as Exhibit I
---------
to this Schedule 13D and incorporated herein in its entirety by reference.
Item 4. Purpose of Transaction.
(a) - (b) As described in Item 3 above, this statement relates to the
Merger of Merger Sub, a wholly owned subsidiary of TI, with and into Issuer in a
statutory merger pursuant to the Delaware General Corporation Law. At the
effective time of the Merger, the Merger Sub will cease to exist and Issuer will
continue as the surviving corporation and as a wholly owned subsidiary of TI
(the "Surviving Corporation"). Holders of outstanding Issuer Common Stock will
receive, in exchange for each share of Issuer Common Stock held by them, 1.3
shares of TI Common Stock. TI will assume the Issuer's Company Option Plans (as
defined in the Merger Agreement) as well as the outstanding options issued under
such plans. TI will also assume the Issuer's obligation to issue common stock
upon conversion of the Issuer's 4-1/4% Convertible Subordinated Notes due 2007.
As an inducement to TI to enter into the Merger Agreement, certain officers
and directors of Issuer (collectively, the "Voting Agreement Stockholders") have
entered into a Voting Agreement, dated as of June 21, 2000 (the "Voting
Agreement"), with TI pursuant to which the Voting Agreement Stockholders have
agreed to vote the 16,785,653 shares of Issuer Common Stock beneficially and
collectively owned by them (the "Shares") in favor of the Merger. The Voting
Agreement Stockholders and the number of shares beneficially owned by them is
set forth on Schedule B hereto which is hereby incorporated by this reference.
----------
The Voting Agreement Stockholders have further agreed not to enter into any
other voting agreement or grant any proxy relating to the Shares in a manner
inconsistent with their obligations under the Voting Agreement, or to transfer
any of the Shares unless the transferee agrees to be bound by the terms of the
Voting Agreement. Subject to the foregoing, the Voting Agreement Stockholders
may vote the Shares on all matters submitted to stockholders in such manner as
they wish. The Voting Agreement terminates upon the earlier to occur of (i) such
date and time as the Merger shall
<PAGE>
-------------------------- ---------------------------
CUSIP No. 122574 10 6 13D PAGE 5 OF 13 PAGES
-------------------------- ---------------------------
become effective in accordance with the terms and provisions of the Merger
Agreement and (ii) the date of termination of the Merger Agreement. The
foregoing summary of the Voting Agreement is qualified in its entirety by
reference to the copy of the Voting Agreement included as Exhibit II hereto and
----------
incorporated herein by this reference.
In connection with the Merger Agreement, TI and Issuer entered into a Stock
Option Agreement, dated as of June 21, 2000 (the "Option Agreement"). The Option
Agreement grants TI the right, under certain conditions, to purchase up to
11,236,702 shares of Issuer Common Stock at an exercise price of $112.94 per
share (the "Purchase Price"). Subject to certain conditions, the Option
Agreement may be exercised in whole or in part by TI after the occurrence of any
event as a result of which TI is entitled to a termination fee pursuant to
Section 8.5(b) of the Merger Agreement.
In addition to TI's right to purchase the shares subject to the Option
Agreement, TI may alternatively require Issuer to pay to TI a cash amount equal
to the product of (i) the aggregate number of shares of Issuer Common Stock
issuable under the Option and (ii) the excess, if any, over the per share
Purchase Price of the higher of (x) if applicable, an amount equal to the
highest price per share of Issuer Common Stock paid or proposed to be paid by a
person pursuant to a definitive agreement executed by the Issuer pursuant to an
Acquisition Proposal (as defined in the Merger Agreement) or (y) the average
closing price, for five trading days ending on the trading day immediately
preceding TI's notice of intent to exercise the option. The foregoing summary of
the Option Agreement is qualified in its entirety by reference to the copy of
the Option Agreement included as Exhibit III hereto and incorporated herein by
-----------
this reference.
(c) Not applicable.
(d) Upon consummation of the Merger, the following directors of Merger Sub
shall be the directors of the Surviving Corporation: Danny W. Reynolds, M.
Samuel Self and Bart T. Thomas. Upon consummation of the Merger, the following
officers of Merger Sub shall serve in the same capacities as the officers of the
Surviving Corporation: Danny W. Reynolds -President, M. Samuel Self - Treasurer
and Bart T. Thomas - Secretary. The directors and officers of the Surviving
Corporation shall serve until their respective successors are duly elected or
appointed and qualified.
(e) Other than as a result of the Merger described in Item 3 above, not
applicable.
(f) Not applicable.
(g) Upon consummation of the Merger, the Certificate of Incorporation of
Merger Sub shall be the Certificate of Incorporation of the Surviving
Corporation until thereafter amended as provided by Delaware General Corporation
Law and such Certificate of Incorporation. Upon consummation of the Merger, the
Bylaws of Merger Sub, as in effect
<PAGE>
-------------------------- ---------------------------
CUSIP No. 122574 10 6 13D PAGE 6 OF 13 PAGES
-------------------------- ---------------------------
immediately prior to the Merger, shall be the Bylaws of the Surviving
Corporation until thereafter amended.
(h) - (i) If the Merger is consummated as planned, the Issuer Common Stock
will be deregistered under the Act and delisted from The Nasdaq Stock Market's
National Market.
(j) Other than as described above, TI currently has no plans or proposals
which relate to, or may result in, any of the matters listed in Items 4(a)-(j)
of Schedule 13D (although TI reserves the right to develop such plans).
Item 5. Interest in Securities of Issuer.
(a) - (b) The number of shares of Issuer Common Stock covered by the Option
is 11,236,702, which constitutes, based on the number of shares outstanding on
June 21, 2000 as represented by the Issuer in the Merger Agreement and without
giving effect to the issuance of the shares pursuant to the Option,
approximately 19.9% of the Issuer Common Stock.
Prior to exercise of the Option, TI (i) is not entitled to any rights as a
stockholder of Issuer as to the shares covered by the Option and (ii) disclaims
any beneficial ownership of the shares of Issuer Common Stock which are
purchasable by TI upon exercise of the Option because the Option is exercisable
only in the limited circumstances as set forth in the Option Agreement, none of
which has occurred as of the date hereof. If the Option were exercised, TI would
have the sole right to vote and dispose of the shares of Issuer Common Stock
issued as a result of such exercise, subject to the terms and conditions of the
Option Agreement.
As a result of the Voting Agreement, TI may be deemed to be the beneficial
owner of at least 16,785,653 shares of Issuer Common Stock. Such Issuer Common
Stock constitutes approximately 29.7% of the issued and outstanding shares of
Issuer Common Stock.
TI has shared power to vote all of the Shares for the limited purposes
described above. TI does not have the sole power to vote or to direct the vote
or the sole or shared power to dispose or to direct the disposition of any of
the Shares covered by the Voting Agreement. TI is not entitled to any rights as
a stockholder of Issuer with respect to the Shares covered by the Voting
Agreement and disclaims any beneficial ownership of the shares of Issuer Common
Stock which are covered by the Voting Agreement.
To TI's knowledge, no shares of Issuer Common Stock are beneficially owned
by any of the persons named in Schedule A.
----------
(c) Neither TI nor, to the knowledge of TI, any person named in Schedule A
----------
has effected any transaction in the Issuer Common Stock during the past 60 days.
<PAGE>
-------------------------- ---------------------------
CUSIP No. 122574 10 6 13D PAGE 7 OF 13 PAGES
-------------------------- ---------------------------
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
As an inducement to TI to enter into the Merger Agreement, the Issuer has
agreed to cause certain affiliates of Issuer (collectively, the "Affiliates") to
enter into a Company Affiliate Agreement (the "Company Affiliate Agreement")
with TI. In executing the Company Affiliate Agreement, the Affiliates will
agree, among other things, not to engage in any sale, transfer or other
disposition of, or reduce their risk in respect of, shares of Issuer Common
Stock or options to purchase Issuer Common Stock beneficially owned by such
Affiliates or acquired after the execution of the Company Affiliate Agreement
until such time as results covering at least 30 days of combined operations of
Issuer and TI have been published by TI. The foregoing summary of the Company
Affiliate Agreement is qualified in its entirety by reference to the copy of the
form of Company Affiliate Agreement included as Exhibit IV hereto and
----------
incorporated herein by this reference. Other than the Merger Agreement, Voting
Agreement, Option Agreement and the Company Affiliate Agreement, to the
knowledge of TI, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 and between
such persons and any person with respect to any securities of the Issuer,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
Item 7. Material to be Filed as Exhibits.
The following documents are filed as exhibits:
I. Agreement and Plan of Merger, dated as of June 21, 2000, by and among
Texas Instruments Incorporated, a Delaware corporation, Burma
Acquisition Corp., a Delaware corporation and wholly owned subsidiary
of Texas Instruments Incorporated, and Burr-Brown Corporation, a
Delaware corporation.
II. Voting Agreement, dated as of June 21, 2000, by and among Texas
Instruments Incorporated, a Delaware corporation, and certain
stockholders of Burr-Brown Corporation, a Delaware corporation.
III. Stock Option Agreement, dated as of June 21, 2000, by and between
Texas Instruments Incorporated, a Delaware corporation, and Burr-Brown
Corporation, a Delaware corporation.
IV. Form of Company Affiliate Agreement by and between Texas Instruments
Incorporated, a Delaware corporation, and certain
<PAGE>
-------------------------- ---------------------------
CUSIP No. 122574 10 6 13D PAGE 8 OF 13 PAGES
-------------------------- ---------------------------
affiliates of Burr-Brown Corporation, a Delaware corporation.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete, and correct.
Dated: June 29, 2000.
TEXAS INSTRUMENTS INCORPORATED
By: /s/ WILLIAM A. AYLESWORTH
-------------------------------------
Name: William A. Aylesworth
Title: Senior Vice President,
Treasurer and
Chief Financial Officer
<PAGE>
-------------------------- ---------------------------
CUSIP No. 122574 10 6 13D PAGE 9 OF 13 PAGES
-------------------------- ---------------------------
SCHEDULE A
Directors and Officers of Texas Instruments Incorporated
The following table sets forth the name and present principal occupation or
employment and the name , principal business and address of any corporation or
other organization in which such employment is conducted, of each of TI's
directors and executive officers, as of the date hereof. Unless otherwise
indicated, the business address of each person listed below is c/o Texas
Instruments Incorporated, 12500 TI Boulevard, P.O. Box 660199, Dallas, Texas
75266.
James R. Adams Director of Texas Instruments Incorporated. Chairman of
the board of Texas Instruments from 1996 to April 1998.
Group president, SBC Communications Inc. from 1992
until retirement in 1995; president and chief executive
officer of Southwestern Bell Telephone Company, 1988-
92. Director, Inet Technologies, Inc., Prodigy
Communications Corporation and Storage Technology Corp.
William A. Aylesworth Senior Vice President, Treasurer and Chief Financial
Officer of Texas Instruments Incorporated.
David L. Boren Director of Texas Instruments Incorporated and
President of the University of Oklahoma, an educational
institution, 660 Parrington Oval, Evans Hall, Norman,
OK 73019. President of the University of Oklahoma since
1994. U.S. Senator, 1979-94; Governor of Oklahoma,
1975-79. Director, AMR Corporation,
<PAGE>
-------------------------- ---------------------------
CUSIP No. 122574 10 6 PAGE 10 OF 13 PAGES
-------------------------- ---------------------------
Phillips Petroleum Company, Torchmark Corporation and
Waddell & Reed, Inc.; chairman, Oklahoma Foundation for
Excellence.
James B. Busey IV Director of Texas Instruments Incorporated. Retired
from U.S. Navy as Admiral in 1989. President and chief
executive officer, Armed Forces Communications and
Electronics Association, 1992-96; Deputy Secretary,
Department of Transportation, 1991-92; Administrator,
Federal Aviation Administration, 1989-91. Director,
Curtiss-Wright Corporation; trustee and vice-chairman,
MITRE Corporation.
Daniel A. Carp Director of Texas Instruments Incorporated and Chief
Executive Officer and Director of Eastman Kodak
Company, a developer, manufacturer and marketer of
consumer, professional, health and other imaging
products and services, 343 State Street, Rochester, NY
14650-0228.
Executive vice president and assistant chief operating
officer of Eastman Kodak, 1995-97; general manager,
European Region, 1991-95. Member, The Business
Roundtable.
Thomas J. Engibous Chairman, President and Chief Executive Officer of
Texas Instruments Incorporated.
Gerald W. Fronterhouse Director of Texas Instruments Incorporated.
Investments. Former chief executive officer (1985-88)
of First RepublicBank Corporation. President and
director, Hoblitzelle Foundation.
David R. Goode Director of Texas Instruments Incorporated and Chairman
of the Board and Chief Executive Officer of Norfolk
Southern Corporation, a holding company that owns all
of the common stock of a freight railroad, Norfolk
Southern Railway, and a portion of another freight
railroad, Conrail Inc., Three Commercial Place,
Norfolk, Virgina 23510-2191. Director, Caterpillar,
Inc., Delta Air Lines, Inc. and Georgia-Pacific
Corporation; member, The Business Council and The
Business Roundtable; trustee, Hollins College.
<PAGE>
-------------------------- ---------------------------
CUSIP No. 122574 10 6 PAGE 11 OF 13 PAGES
-------------------------- ---------------------------
Joseph F. Hubach Senior Vice President, Secretary and General Counsel of
Texas Instruments Incorporated.
Steven H. Leven Senior Vice President of Texas Instruments
Incorporated.
Keh-Shew Lu Senior Vice President of Texas Instruments
Incorporated.
Wayne R. Sanders Director of Texas Instruments Incorporated and Chairman
of the Board and Chief Executive Officer of Kimberly-
Clark Corporation, a global consumer products company,
P.O. Box 619100, Dallas, TX 75261-9100. Director,
Adolph Coors Company, Coors Brewing Company and Chase
Bank of Texas, N.A.; trustee, Marquette University.
John C. Scarisbrick Senior Vice President of Texas Instruments
Incorporated.
Richard J. Schaar Senior Vice President of Texas Instruments
Incorporated.
M. Samuel Self Senior Vice President and Controller of Texas
Instruments Incorporated.
Ruth J. Simmons Director of Texas Instruments Incorporated and
President of Smith College, an educational institution,
Northampton, MA 01063. Vice provost of Princeton
University, 1992-95; provost of Spelman College, 1990-
91. Director, Metropolitan Life Insurance Company,
Pfizer, Inc. and The Goldman Sachs Group, Inc.; fellow,
American Academy of Arts and Sciences; member, Council
on Foreign Relations; trustee, Carnegie Corporation of
New York.
Elwin L. Skiles, Jr. Senior Vice President of Texas Instruments
Incorporated.
Richard K. Templeton Executive Vice President and Chief Operating Officer of
Texas Instruments Incorporated.
Teresa L. West Senior Vice President of Texas Instruments
Incorporated.
<PAGE>
-------------------------- ---------------------------
CUSIP No. 122574 10 6 PAGE 12 OF 13 PAGES
-------------------------- ---------------------------
Delbert A. Whitaker Senior Vice President of Texas Instruments
Incorporated.
Thomas Wroe, Jr. Senior Vice President of Texas Instruments
Incorporated.
Clayton K. Yeutter Director of Texas Instruments Incorporated. Of counsel
to the law firm of Hogan & Hartson. Counselor to
President Bush for domestic policy during 1992;
chairman, Republican National Committee, 1991-92;
Secretary, Department of Agriculture, 1989-91; U.S.
Trade Representative, 1985-89. Director, Allied Zurich,
P.L.C., Caterpillar Inc., ConAgra, Inc., FMC
Corporation, Oppenheimer Funds and Weyerhaeuser
Company.
SCHEDULE B
Voting Agreement Shares
Stockholder Class Number of Shares
----------- ----- ----------------
Thomas R. Brown, Jr.* Common 16,527,631
John S. Anderegg, Jr. Common 167,397
Francis J. Aguilar Common 50,625
Syrus P. Madavi Common 40,000
J. Scott Blouin Common 0
Marcelo A. Gumucio Common 0
*Individually and (i) as trustee of Trust Agreement dated October 3, 1998,
under the last will and testament of Helen M. Brown for the benefit of Mary B.
Brown, (ii) as trustee of Trust Agreement dated October 3, 1998, under the last
will and testament of Helen M. Brown for the benefit of Sarah M. Brown
Smallhouse and (iii) as general partner of Brown Investment Management Limited
Partnership.
<PAGE>
-------------------------- ---------------------------
CUSIP No. 122574 10 6 PAGE 13 OF 13 PAGES
-------------------------- ---------------------------
EXHIBIT INDEX
I. Agreement and Plan of Merger, dated as of June 21, 2000, by and among
Texas Instruments Incorporated, a Delaware corporation, Burma Acquisition
Corp., a Delaware corporation and wholly owned subsidiary of Texas
Instruments Incorporated, and Burr-Brown Corporation, a Delaware
corporation.
II. Voting Agreement, dated as of June 21, 2000, by and among Texas
Instruments Incorporated, a Delaware corporation, and certain stockholders
of Burr-Brown Corporation, a Delaware corporation.
III. Stock Option Agreement, dated as of June 21, 2000, by and between Texas
Instruments Incorporated, a Delaware corporation, and Burr-Brown
Corporation, a Delaware corporation.
IV. Form of Company Affiliate Agreement by and between Texas Instruments
Incorporated, a Delaware corporation, and certain affiliates of Burr-Brown
Corporation, a Delaware corporation.
