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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 21, 2000
TEXAS INSTRUMENTS INCORPORATED
(Exact name of Registrant as specified in charter)
DELAWARE 001-03761 75-0289970
(State or other jurisdiction (Commission file number) (I.R.S. employer
of incorporation) identification no.)
12500 TI BOULEVARD
P.O. BOX 660199
DALLAS, TEXAS 75266-0199
(Address of principal executive offices)
Registrant's telephone number, including area code: (972) 995-3773
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ITEM 5. OTHER EVENTS.
On June 21, 2000, Texas Instruments Incorporated, a Delaware
corporation ("TI"), announced a definitive agreement to acquire Burr-Brown
Corporation, a Delaware corporation ("Burr-Brown"), located in Tucson, Arizona,
pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as
of June 21, 2000, among TI, Burma Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of TI ("Burma"), and Burr-Brown. Subject to the
conditions set forth in the Merger Agreement, Burma will be merged with and into
Burr-Brown (the "Merger"). Pursuant to the Merger Agreement, 1.3 shares of TI
common stock, par value $1.00 per share ("TI Common Stock"), will be issued for
each outstanding share of Burr-Brown common stock, par value $0.01 per share
("Burr-Brown Common Stock"). Likewise, each share of Burr-Brown Common Stock
issuable under options and convertible notes will become convertible into 1.3
shares of TI Common Stock. The value of the transaction, based upon the closing
price of TI Common Stock on June 21, 2000, is approximately $7.6 billion.
The consummation of the Merger is subject to various conditions
precedent, including (i) approval and adoption of the Merger Agreement by the
stockholders of Burr-Brown and (ii) expiration or early termination of the
waiting period required under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, and any comparable requirements of foreign governmental
entities.
Burr-Brown has granted TI an option to acquire 11,236,702 shares of
Burr-Brown Common Stock at an exercise price of $112.94 per share, exercisable
upon the occurrence of certain events. In addition, certain officers and
directors of Burr-Brown have agreed to vote in favor of the approval of the
Merger Agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Press release issued by Texas Instruments on June
21, 2000, announcing the definitive agreement to
acquire Burr-Brown.
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SIGNATURES
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
Date: June 29, 2000 By: /s/ WILLIAM A. AYLESWORTH
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William A. Aylesworth
Senior Vice President, Treasurer and
Chief Financial Officer
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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99.1 Press release dated June 21, 2000, announcing the
definitive agreement to acquire Burr-Brown.
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