<PAGE> 1
Prospectus Supplement Filed Pursuant to Rule 424(b)(4)
To Prospectus Dated August 31, 2000 Registration No. 333-44572-01
333-44572
TEXAS INSTRUMENTS TUCSON CORPORATION
(FORMERLY KNOWN AS BURR-BROWN CORPORATION)
$250,000,000
4 1/4% CONVERTIBLE SUBORDINATED NOTES DUE 2007
-----------------
TEXAS INSTRUMENTS INCORPORATED
5,624,784 SHARES OF COMMON STOCK
-----------------
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>
Forest Global Convertible Security $ 1,953,000 * 43,497 *
Fund
Salomon Smith Barney Inc. 50,000 * 1,125 *
UBS Warburg LLC 20,000 * 450 *
</TABLE>
-------
* 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.
(2) Calculated based on Rule 13d-3(d)(i) of the Securities and Exchange Act
using 1,731,484,376 shares of Texas Instruments common stock issued and
outstanding as of October 31, 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 November 9, 2000.
