<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 25, 2000.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
TEXAS INSTRUMENTS INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C>
DELAWARE 3600
(STATE OR OTHER JURISDICTION OF INCORPORATION (PRIMARY STANDARD INDUSTRIAL CLASSIFICATION
OR ORGANIZATION) CODE NO.)
<S> <C>
DELAWARE 75-0289970
(STATE OR OTHER JURISDICTION OF INCORPORATION (IRS EMPLOYER IDENTIFICATION NUMBER)
OR ORGANIZATION)
</TABLE>
------------------------
12500 TI BOULEVARD
P.O. BOX 660199
DALLAS, TEXAS 75266-0199
(972) 995-3773
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
TEXAS INSTRUMENTS TUCSON CORPORATION
(FORMERLY KNOWN AS BURR-BROWN CORPORATION)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 3674
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL CLASSIFICATION
INCORPORATION OR ORGANIZATION) CODE NO.)
<S> <C>
DELAWARE 86-0445468
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
</TABLE>
6730 SOUTH TUCSON BOULEVARD
TUCSON, ARIZONA 85706
(520) 746-7365
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
<TABLE>
<S> <C>
JOSEPH F. HUBACH COPIES TO:
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL R. SCOTT COHEN
TEXAS INSTRUMENTS INCORPORATED WEIL, GOTSHAL & MANGES LLP
12500 TI BOULEVARD 100 CRESCENT COURT, SUITE 1300
P.O. BOX 660199 DALLAS, TEXAS 75201
DALLAS, TEXAS 75266-0199 (214) 746-7700
(972) 995-3773
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED PRICE PER UNIT AGGREGATE OFFERING PRICE REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
4 1/4% Convertible Subordinated Notes
due 2007 of Texas Instruments Tucson
Corporation........................... $250,000,000 100% $250,000,000 $66,000(1)
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Guarantee by Texas Instruments
Incorporated.......................... (2) (2) (2) (2)
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Common Stock, par value $1.00 per share,
of Texas Instruments
Incorporated(3)....................... 5,624,784(4) (5) (5) (5)
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TOTAL...........................
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</TABLE>
(1) Pursuant to Rule 429 under the Securities Act of 1933, as amended, this
Registration Statement contains a combined prospectus that relates to
$250,000,000 of TI Tucson's 4 1/4% Notes due 2007 previously registered on
Registration Statement No. 333-37208 on Form S-3, as amended, previously
filed by TI Tucson (formerly known as Burr-Brown Corporation) on May 16,
2000. A registration fee of $66,000 was previously paid with the prior
Registration Statement.
(2) Texas Instruments has fully and unconditionally guaranteed the payment of
the principal of, premium if any, and interest on the notes being registered
hereby. Pursuant to Rule 457(n), no registration fee is required with
respect to the guarantee.
(3) The Texas Instruments common stock being registered hereby includes
associated rights to acquire Series B Participating Cumulative Preferred
Stock of Texas Instruments.
(4) There are being registered hereunder 5,624,784 shares of Texas Instruments
common stock required at the initial conversion price for conversion of the
notes being registered hereunder, together with such additional
indeterminate number of shares as may become issuable upon conversion by
reason of adjustments in the conversion price.
(5) Pursuant to Rule 457(i), no registration fee is payable with respect to the
Texas Instruments common stock underlying the notes since the Texas
Instruments common stock will be issued for no separate consideration, but
will be issued only upon the conversion of the notes at the initial
conversion price of $44.45 per share, subject to adjustment in certain
cases.
------------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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<PAGE> 2
The information in this prospectus is not complete and may be changed.
These securities may not be sold until the registration statement filed
with the Securities and Exchange Commission is effective. This prospectus
is not an offer to sell nor does it seek an offer to buy these securities
in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED AUGUST 25, 2000
TEXAS INSTRUMENTS TUCSON CORPORATION
(FORMERLY KNOWN AS BURR-BROWN CORPORATION)
$250,000,000
4 1/4% CONVERTIBLE SUBORDINATED NOTES DUE 2007
UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF PRINCIPAL,
PREMIUM, IF ANY, AND INTEREST BY
TEXAS INSTRUMENTS INCORPORATED
------------------------
TEXAS INSTRUMENTS INCORPORATED
5,624,784 SHARES OF COMMON STOCK
This prospectus relates to $250,000,000 million aggregate principal amount
of 4 1/4% Convertible Subordinated Notes Due 2007 of Texas Instruments Tucson
Corporation, a Delaware corporation formerly known as Burr-Brown Corporation and
wholly-owned subsidiary of Texas Instruments Incorporated, a Delaware
corporation, and the 5,624,784 shares of Texas Instruments common stock, par
value $1.00 per share, issuable upon conversion of the notes.
The notes were originally issued by Burr-Brown Corporation in a private
placement in February 2000. Effective as of August 24, 2000, Burr-Brown merged
with Burma Acquisition Corp., a Delaware corporation and wholly-owned subsidiary
of Texas Instruments, with Burr-Brown surviving the merger under the terms of
the Agreement and Plan of Merger, dated June 21, 2000, among Texas Instruments,
Burma and Burr-Brown. Immediately following the merger, Burr-Brown changed its
name to Texas Instruments Tucson Corporation. Texas Instruments Tucson
Corporation is referred to in this prospectus as TI Tucson. In connection with
the closing of the transactions contemplated by the merger agreement, Texas
Instruments, TI Tucson and United States Trust Company of New York, as trustee,
executed a supplemental indenture under which Texas Instruments agreed to fully
and unconditionally guarantee the notes and to issue Texas Instruments common
stock upon conversion of the notes.
This prospectus will be used by selling securityholders to resell their
notes and the Texas Instruments common stock issuable upon conversion of their
notes.
The notes are convertible prior to maturity into Texas Instruments common
stock at an initial conversion price of $44.45 per share, subject to adjustment.
TI Tucson will pay interest on the notes on February 15 and August 15 of each
year, beginning August 15, 2000. The notes will mature on February 15, 2007,
unless earlier converted or redeemed.
TI Tucson may redeem any or all of the notes on or after February 20, 2003.
In addition, the holders may require TI Tucson to repurchase the notes upon a
fundamental charge prior to February 15, 2007. The merger did not constitute a
fundamental change.
The notes are subordinated in right of payment to all of TI Tucson's senior
indebtedness, and are subordinated by operation of law to all liabilities,
including trade payables, of TI Tucson's subsidiaries. At August 24, 2000, TI
Tucson had senior indebtedness outstanding in the principal amount of
approximately $275 million, and TI Tucson together with its subsidiaries had
approximately $50 million of other debt and liabilities outstanding.
Texas Instruments' guarantee of the notes is subordinated to all senior
indebtedness of Texas Instruments. At August 23, 2000, Texas Instruments had
senior indebtedness outstanding in the principal amount of approximately $1,178
million, and Texas Instruments together with its subsidiaries had approximately
$78 million of other debt and liabilities outstanding.
The closing price of Texas Instruments common stock on the New York Stock
Exchange on August 24, 2000 was $69.63 per share. Texas Instruments common stock
is traded on the New York Stock Exchange under the symbol "TXN."
INVESTING IN THESE SECURITIES INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE 4.
------------------------
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.
This prospectus is dated August 25, 2000.
<PAGE> 3
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. NEITHER TEXAS INSTRUMENTS NOR TI TUCSON HAS
AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. NEITHER TEXAS
INSTRUMENTS NOR TI TUCSON IS MAKING AN OFFER OF THESE SECURITIES IN ANY STATE
WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION
CONTAINED IN OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THIS
PROSPECTUS.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Where You Can Find More Information......................... ii
Summary..................................................... 1
Risk Factors................................................ 4
Use of Proceeds............................................. 7
Ratio of Earnings to Fixed Charges.......................... 7
Description of Notes........................................ 8
United States Federal Income Tax Considerations............. 17
Selling Securityholders..................................... 23
Plan of Distribution........................................ 27
Legal Matters............................................... 29
Experts..................................................... 29
</TABLE>
i
<PAGE> 4
WHERE YOU CAN FIND MORE INFORMATION
Texas Instruments files reports, proxy statements and other information
with the Securities and Exchange Commission in accordance with the Securities
Exchange Act of 1934. Effective as of the closing of the merger, TI Tucson
ceased to file reports under the Exchange Act. Texas Instruments will include TI
Tucson condensed consolidating financial information in its Exchange Act reports
for so long as the notes remain outstanding. Texas Instruments and TI Tucson
have also filed a registration statement on Form S-3, including exhibits and
schedules, under the Securities Act with respect to the securities to be sold in
this offering. You may read and copy all or any portion of the registration
statement or any reports, proxy statements or other information at the following
public reference facilities of the Commission:
<TABLE>
<S> <C> <C>
Washington, D.C. New York, New York Chicago, Illinois
Judiciary Plaza 7 World Trade 500 West Madison Street
450 Fifth Street, Center Suite 1400
N.W. Suite 1300 Chicago, IL 60661-2511
Room 1024 New York, NY 10048
Washington, D.C.
20549
</TABLE>
You can request copies of these documents upon payment of a duplicating fee
by writing to the Public Reference Section of the Commission at 450 First
Street, N.W., Washington, D.C. 20549. You may call the Commission at
1-800-SEC-0330 for further information on the operation of its public reference
rooms. Texas Instruments' and TI Tucson's reports, proxy statements and other
information filed with the Commission, including the registration statement, are
also available to the public over the Internet at the Commission's World Wide
Web site at http://www.sec.gov.
The Commission allows Texas Instruments and TI Tucson to "incorporate by
reference" into this prospectus the information that they file with it, which
means that they can disclose important information to you by referring you to
those documents. The information incorporated by reference is considered to be
part of this prospectus and is an important part of this prospectus. Information
that Texas Instruments files later with the Commission will automatically update
and supersede this information. Texas Instruments and TI Tucson have filed with
the Commission and incorporate by reference the following documents:
- Texas Instruments' Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, as amended;
- Texas Instruments' Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000 and June 30, 2000;
- Texas Instruments' Current Reports on Form 8-K dated July 6, 2000;
- Texas Instruments' 2000 Annual Meeting Definitive Proxy Statement on
Schedule 14A;
- Descriptions of Texas Instruments common stock and preferred share
purchase rights contained in Texas Instruments' registration statements
on Form 8-A (File No. 1-3761), and any amendments or reports filed for
the purpose of updating those descriptions;
- Texas Instruments Registration Statement on Form S-4, as amended (File
No. 333-41030), including the merger proxy/prospectus of Texas
Instruments and TI Tucson;
- TI Tucson's Annual Report on Form 10-K for the fiscal year ended December
31, 1999;
- TI Tucson's Quarterly Reports on Form 10-Q for the quarters ended April
1, 2000 and July 1, 2000;
- TI Tucson's 2000 Annual Meeting Definitive Proxy Statement on Schedule
14A; and
- TI Tucson's Current Reports on Form 8-K dated February 25, 2000 and June
22, 2000.
Please note that all other documents and reports filed under Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act following the date of this
prospectus and prior to the termination of this offering will be deemed to be
incorporated by reference into this prospectus and to be made a part of it from
the date of the filing of Texas Instruments' and TI Tucson's reports and
documents.
ii
<PAGE> 5
You may request free copies of these filings by writing or telephoning
Texas Instruments at the following address:
Investor Relations
Texas Instruments Incorporated
12500 TI Boulevard
P.O. Box 660199
Dallas, Texas 75266-0199
(972) 995-3773
You should rely only on the information incorporated by reference or
provided by this prospectus. Neither Texas Instruments nor TI Tucson has
authorized anyone else to provide you with different information. Neither Texas
Instruments nor TI Tucson is making an offer of these securities in any state
where the offer is not permitted. You should not assume the information in this
prospectus is accurate as of any date other than the date on the front of this
document.
------------------------
iii
<PAGE> 6
SUMMARY
This summary highlights some information from this prospectus, and it may
not contain all of the information that is important to you. It is qualified in
its entirety by the more detailed information and consolidated financial
statements, including the notes to the consolidated financial statements
incorporated by reference in this prospectus. You should read the full text of,
and consider carefully the more specific details contained in, this prospectus
or incorporated by reference in this prospectus.
TEXAS INSTRUMENTS
Texas Instruments is a global semiconductor company and the world's leading
designer and supplier of digital signal processors and analog integrated
circuits, the engines driving the digitalization of electronics. These two types
of semiconductor products work together in digital electronic devices such as
digital cellular phones. Analog technology converts analog signals like sound,
light, temperature and pressure into the digital language of zeros and ones,
which can then be processed in real-time by a digital signal processor. Analog
integrated circuits also translate digital signals back to analog. Digital
signal processors and analog integrated circuits enable a wide range of new
products and features for Texas Instruments' more than 30,000 customers in
commercial, industrial and consumer markets.
Texas Instruments' principal offices are located at 12500 TI Boulevard,
Dallas, Texas 75266-0199. Texas Instruments' telephone number is (972) 995-3773.
TI TUCSON
TI Tucson is a wholly-owned subsidiary of Texas Instruments. TI Tucson is a
global leader in the development, manufacturing and marketing of high
performance analog and mixed signal integrated circuits that detect, measure and
control real world properties, such as temperature, pressure, speed, flow,
humidity, sound and light. Through its proprietary design expertise and
specialized application knowledge, TI Tucson delivers more than 1,400 innovative
products to customers worldwide. TI Tucson's major customers are among the
world's leading electronics manufacturers. TI Tucson targets high growth
segments of the communications, consumer, computing and industrial markets.
TI Tucson sells both standard linear integrated circuits (SLICs), which can
be used as precision building blocks across many applications, as well as
application specific standard products (ASSPs), which are targeted to the unique
requirements of emerging, high volume applications.
TI Tucson's principal offices are located at 6730 South Tucson Boulevard,
Tucson, Arizona 85706. TI Tucson's telephone number is (520) 746-7365.
1
<PAGE> 7
THE OFFERING
SECURITIES OFFERED.................. $250,000,000 principal amount of 4 1/4%
Convertible Subordinated Notes due
2007.
INTEREST............................ 4 1/4% per year on the principal
amount, payable semi-annually in
arrears in cash on February 15 and
August 15 of each year, beginning
August 15, 2000.
CONVERSION.......................... You may convert each note into Texas
Instruments common stock at any time on
or before February 15, 2007 at a
conversion price of $44.45 per share,
subject to adjustment if certain events
affecting Texas Instruments common
stock occur.
SUBORDINATION....................... The notes will be subordinated to all
of TI Tucson's existing and future
senior indebtedness and are
structurally subordinated to all debt
and other liabilities of TI Tucson's
subsidiaries. As of August 24, 2000, TI
Tucson had approximately $275 million
of senior indebtedness outstanding and
TI Tucson together with its
subsidiaries had an additional
approximately $50 million of other debt
and liabilities outstanding. Neither TI
Tucson nor its subsidiaries are
prohibited from incurring debt,
including senior indebtedness, under
the indenture.
OPTIONAL REDEMPTION................. TI Tucson may redeem any or all of the
notes on or after February 20, 2003, in
whole or in part, at the redemption
prices listed in this prospectus,
together with accrued and unpaid
interest to the date of redemption.
FUNDAMENTAL CHANGE.................. If a fundamental change (as described
in this prospectus under "Description
of Notes -- Redemption at Option of the
Holder") occurs on or before February
15, 2007, you may require TI Tucson to
purchase all or part of your notes at a
redemption price equal to 100% of the
outstanding principal amount of the
notes being redeemed, plus accrued and
unpaid interest to (but excluding) the
date of redemption.
GUARANTEE........................... Texas Instruments has fully and
unconditionally guaranteed payment of
the principal, premium, if any, and
interest of the notes. Texas
Instruments' guarantee is subordinated
to Texas Instruments' existing and
future senior indebtedness. At August
23, 2000, Texas Instruments had senior
indebtedness outstanding in the
principal amount of approximately
$1,178 million, and Texas Instruments
together with its subsidiaries had
approximately $78 million of other debt
and liabilities outstanding.
2
<PAGE> 8
USE OF PROCEEDS..................... Neither Texas Instruments nor TI Tucson
will receive any of the proceeds from
the sale by any selling security holder
of the notes or the underlying Texas
Instruments common stock.
NYSE SYMBOL (FOR THE TEXAS
INSTRUMENTS COMMON STOCK)........... TXN
3
<PAGE> 9
RISK FACTORS
You should read the following risk factors in conjunction with discussions
of factors discussed elsewhere in this prospectus and in materials incorporated
by reference in this prospectus. These risk factors are intended to highlight
certain issues that may affect the financial condition and results of operations
of Texas Instruments and TI Tucson and are not meant to be an exhaustive
discussion of risks that apply to companies with broad international operations,
such as Texas Instruments and TI Tucson. Like other businesses, Texas
Instruments and TI Tucson are susceptible to macroeconomic downturns in the
United States or abroad that may affect the general economic climate and
performance of Texas Instruments and TI Tucson or their customers. Similarly,
the price of Texas Instruments' and TI Tucson's securities is subject to
volatility due to fluctuations in general market conditions, differences in
Texas Instruments' and TI Tucson's results of operations from estimates and
projections generated by the investment community and other factors beyond Texas
Instruments' and TI Tucson's control.
A WEAKENING IN THE SEMICONDUCTOR MARKET MAY ADVERSELY AFFECT TEXAS
INSTRUMENTS' AND TI TUCSON'S PERFORMANCE.
The semiconductor business represents Texas Instruments' and TI Tucson's
largest business segments and the principal source of their revenues. The
semiconductor market has historically been cyclical and subject to significant
economic downturns. A significant weakening in the semiconductor market may
adversely affect Texas Instruments' and TI Tucson's results of operations and
have an adverse effect on the market price of Texas Instruments' and TI Tucson's
securities.
THE TECHNOLOGY INDUSTRY IS CHARACTERIZED BY RAPID TECHNOLOGICAL CHANGE THAT
REQUIRES TEXAS INSTRUMENTS AND TI TUCSON TO DEVELOP NEW TECHNOLOGIES AND
PRODUCTS.
Texas Instruments' and TI Tucson's results of operations depend in part
upon their ability to successfully develop and market innovative products in a
rapidly changing technological environment. Texas Instruments and TI Tucson
require significant capital to develop new technologies and products to meet
changing customer demands that, in turn, may result in shortened product
lifecycles. Moreover, expenditures for technology and product development are
generally made before the commercial viability for such developments can be
assured. As a result, there can be no assurance that Texas Instruments and TI
Tucson will successfully develop and market these new products, that the
products Texas Instruments and TI Tucson do develop and market will be well
received by customers or that Texas Instruments and TI Tucson will realize a
return on the capital expended to develop such products.
TEXAS INSTRUMENTS AND TI TUCSON FACE SUBSTANTIAL COMPETITION THAT REQUIRES
THE COMPANIES TO RESPOND RAPIDLY TO PRODUCT DEVELOPMENT AND PRICING PRESSURES.
Texas Instruments and TI Tucson face intense technological and pricing
competition in the markets in which they operate. Texas Instruments and TI
Tucson expect that the level of this competition will increase in the future
from large, established semiconductor and related product companies, as well as
from emerging companies serving niche markets also served by Texas Instruments
and TI Tucson. Some of Texas Instruments' and TI Tucson's competitors possess
sufficient financial, technical and management resources to develop and market
products that may compete favorably against those products of Texas Instruments
and TI Tucson that currently offer technological and/or price advantages over
competitive products. Competition results in price and product development
pressures, which may result in reduced profit margins and lost business
opportunities in the event that Texas Instruments and TI Tucson are unable to
match price declines or technological, product, applications support, software
or manufacturing advances of their competitors.
TEXAS INSTRUMENTS' AND TI TUCSON'S PERFORMANCE DEPENDS UPON THEIR ABILITY
TO ENFORCE INTELLECTUAL PROPERTY RIGHTS AND TO DEVELOP OR LICENSE NEW
INTELLECTUAL PROPERTY.
Texas Instruments benefits from royalties generated from various Texas
Instruments license agreements that will be in effect through the year 2005.
Future royalty revenue and access to world-wide markets depends on the continued
strength of Texas Instruments' intellectual property portfolio. Texas
Instruments and TI Tucson actively enforce and protect their intellectual
property rights, but there can be no assurance that
4
<PAGE> 10
Texas Instruments' and TI Tucson's efforts will be adequate to prevent the
misappropriation or improper use of the protected technology. Moreover, there
can be no assurance that, as Texas Instruments' and TI Tucson's businesses
expand into new areas, Texas Instruments and TI Tucson will be able to
independently develop the technology, software or know-how necessary to conduct
their businesses. Texas Instruments and TI Tucson may have to rely increasingly
on licensed technology from others. To the extent that Texas Instruments and TI
Tucson rely on licenses from others, there can be no assurance that they will be
able to obtain all of the licenses they desire in the future on terms they
consider reasonable or at all.
A DECLINE IN DEMAND IN CERTAIN END-USER MARKETS COULD HAVE A MATERIAL
ADVERSE EFFECT ON THE DEMAND FOR TEXAS INSTRUMENTS' AND TI TUCSON'S PRODUCTS AND
RESULTS OF OPERATIONS.
Texas Instruments' and TI Tucson's customer base includes companies in a
wide range of industries, but Texas Instruments and TI Tucson generate a
significant amount of revenues from sales to customers in the telecommunications
and computer-related industries. Within these industries, a large portion of
Texas Instruments' and TI Tucson's revenues are generated by the sale of digital
signal processors and analog and mixed signal integrated circuits to customers
in the cellular phone, modem and hard disk drive segments of these industries. A
significant decline in any one or several of Texas Instruments' or TI Tucson's
end-user markets could have a material adverse effect on the demand for Texas
Instruments' and TI Tucson's products and their results of operations.
TEXAS INSTRUMENTS' AND TI TUCSON'S INTERNATIONAL MANUFACTURING OPERATIONS
AND SALES SUBJECT THEM TO RISKS ASSOCIATED WITH LEGAL, POLITICAL, ECONOMIC OR
OTHER CHANGES OUTSIDE OF THE UNITED STATES.
Texas Instruments operates in 27 countries worldwide and in 1999 derived in
excess of 67% of its revenues from sales to locations outside the United States
TI Tucson derives approximately two-thirds of its revenue from sales outside the
Unites States, primarily in Europe and Asia. Operating internationally exposes
Texas Instruments and TI Tucson to changes in the laws or policies, as well as
the general economic conditions, of the various countries in which they operate,
which could result in an adverse effect on Texas Instruments' and TI Tucson's
business operations in such countries and their results of operations. Also,
Texas Instruments and TI Tucson use forward currency exchange contracts to
minimize the adverse earnings impact from the effect of exchange rate
fluctuations on the company's non-U.S. dollar net balance sheet exposures.
Nevertheless, in periods when the U.S. dollar strengthens in relation to the
non-U.S. currencies in which Texas Instruments and TI Tucson transact business,
the remeasurement of non-U.S. dollar transactions can have an adverse effect on
Texas Instruments' and TI Tucson's non-U.S. business.
THE LOSS OF OR SIGNIFICANT CURTAILMENT OF PURCHASES BY ANY OF TEXAS
INSTRUMENTS' OR TI TUCSON'S LARGEST CUSTOMERS COULD ADVERSELY AFFECT TEXAS
INSTRUMENTS OR TI TUCSON'S RESULTS OF OPERATIONS.
While Texas Instruments and TI Tucson generate revenues from thousands of
customers worldwide, the loss of or significant curtailment of purchases by one
or more of their top customers, including curtailments due to a change in the
sourcing policies or practices of these customers, may adversely affect Texas
Instruments' or TI Tucson's results of operations.
TEXAS INSTRUMENTS' AND TI TUCSON'S CONTINUED SUCCESS DEPENDS UPON THEIR
ABILITY TO RETAIN AND RECRUIT A SUFFICIENT NUMBER OF QUALIFIED EMPLOYEES IN A
COMPETITIVE ENVIRONMENT.
Texas Instruments' and TI Tucson's continued success depends on the
retention and recruitment of skilled personnel, including technical, marketing,
management and staff personnel. Experienced personnel in the electronics
industry are in high demand and competition for their skills is intense. There
can be no assurance that Texas Instruments and TI Tucson will be able to
successfully retain and recruit the key personnel that they require.
EFFECT OF THE MERGER; RISKS RELATED TO THE INTEGRATION OF OPERATIONS.
There can be no guarantee that Texas Instruments' management will be able
to successfully integrate TI Tucson's employees and operations following the
merger, and there is the risk that Texas Instruments will be unable to retain
all of TI Tucson's key employees for a number of reasons, including the risk
that the
5
<PAGE> 11
cultures of the companies will not blend. There also can be no assurance that
any contemplated synergies from the integration of the businesses will be
realized.
In addition, the merger will require substantial time and effort of key
managers of Texas Instruments, which could divert the attention of those
managers from other matters. Risks exist in the consolidation of the systems,
operations and administrative functions of TI Tucson and Texas Instruments.
Managing the integration of TI Tucson's business may limit the time available
for those managers of Texas Instruments to attend to other operational,
financial and strategic issues.
THE NOTES ARE SUBORDINATED TO TI TUCSON'S SENIOR LENDERS.
The notes are unsecured obligations of TI Tucson ranking junior to all
senior indebtedness of TI Tucson. At August 24, 2000, TI Tucson had senior
indebtedness outstanding in the principal amount of approximately $275 million,
and TI Tucson together with its subsidiaries had approximately $50 million of
other debt and liabilities outstanding. Payment of principal, premium, if any,
and interest on the notes has been guaranteed by Texas Instruments. The
guarantee is an unsecured obligation of Texas Instruments, ranking junior to all
senior indebtedness of Texas Instruments. At August 23, 2000, Texas Instruments
had senior indebtedness outstanding in the principal amount of approximately
$1,178 million, and Texas Instruments together with its subsidiaries had
approximately $78 million of other debt and liabilities outstanding.
TI Tucson conducts its operations through its subsidiaries. Accordingly, TI
Tucson's ability to meet its cash obligations is dependent in part upon the
ability of its subsidiaries to make cash distributions to TI Tucson. The ability
of its subsidiaries to make cash distributions to TI Tucson is and will continue
to be restricted by, among other limitations, applicable provisions of law. The
indenture does not limit the ability of TI Tucson, Texas Instruments or any of
their subsidiaries or affiliates to incur indebtedness or to grant security
interests or liens in respect to their assets. The right of TI Tucson to
participate in the assets of any subsidiary, and thus the ability of the holders
of the notes to benefit indirectly from such assets, is generally subject to the
prior claims of creditors, including trade creditors, of subsidiaries of TI
Tucson with respect to the assets of that subsidiary. The notes, therefore, are
structurally subordinated to creditors, including trade creditors, of TI
Tucson's subsidiaries with respect to the assets of the subsidiaries against
which those creditors have a claim. The incurrence of additional indebtedness by
TI Tucson, TI Tucson's subsidiaries or Texas Instruments could adversely affect
TI Tucson's ability to pay its obligations on the notes and of Texas
Instruments' ability to pay its obligations under its guarantee.
TEXAS INSTRUMENTS GUARANTEE IS SUBJECT TO FRAUDULENT CONVEYANCE
CONSIDERATIONS.
TI Tucson's payment obligations under the notes have been unconditionally
guaranteed by Texas Instruments. Texas Instruments' guarantee of the obligations
of TI Tucson under the notes may be subject to review under relevant federal and
state fraudulent conveyance statutes in a bankruptcy, reorganization or
rehabilitation case or similar proceeding or a lawsuit by or on behalf of unpaid
creditors of Texas Instruments. If a court were to find under relevant
fraudulent conveyance statutes that, at the time of the guarantee, Texas
Instruments guaranteed the notes with the intent of hindering, delaying or
defrauding current or future creditors or Texas Instruments received less than
reasonable equivalent value or fair consideration for guaranteeing the notes and
- was insolvent or was rendered insolvent by reason of such guarantee,
- was engaged, or about to engage, in a business or transaction for which
its assets constituted unreasonably small capital, or
- intended to incur, or believed that it would incur, obligations beyond
its ability to pay as such obligations matured, as all of the then terms
are defined in or interpreted under such fraudulent conveyance statutes,
the court could avoid or subordinate the guarantee to presently existing and
future indebtedness of Texas Instruments and take other action detrimental to
you, including, under certain circumstances, invalidating the guarantee.
6
<PAGE> 12
TI TUCSON MAY BE UNABLE TO REPURCHASE YOUR NOTES UPON THE OCCURRENCE OF A
FUNDAMENTAL CHANGE.
Upon the occurrence of a fundamental change, as defined in the indenture,
you will have the right, at your option, to require TI Tucson to repurchase all
of your notes, or any portion of your notes that is an integral multiple of
$1,000 principal amount. If a fundamental change were to occur, there can be no
assurance that TI Tucson would have sufficient funds to pay the purchase price
for all the notes tendered by the holders of the notes. In addition, TI Tucson's
or Texas Instruments' repurchase of notes as a result of the occurrence of a
fundamental change may be prohibited or limited by, or create an event of
default under, the terms of agreements related to borrowings which TI Tucson or
Texas Instruments may enter into from time to time. The merger did not qualify
as a fundamental change.
LIMITED PUBLIC MARKET FOR THE NOTES.
There can be no assurance as to the liquidity of, or trading market for,
the notes. In addition, various factors such as changes in prevailing interest
rates or changes in perceptions of creditworthiness could cause the market price
of the notes to fluctuate significantly. The trading price of the notes could
also be significantly affected by the market price of Texas Instruments common
stock, which could be subject to wide fluctuations in response to a variety of
factors, including quarterly variations in operating results, announcements by
Texas Instruments or its competitors, general conditions in the industry and
general economic and market conditions.
USE OF PROCEEDS
Neither Texas Instruments nor TI Tucson will receive any proceeds from the
sale by any selling securityholder of the notes or the underlying Texas
Instruments common stock.
RATIO OF EARNINGS TO FIXED CHARGES
TI Tucson's ratio of earnings to fixed charges for each of the periods
indicated is as follows:
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
FISCAL YEAR ENDED DECEMBER 31, JULY 1,
---------------------------------- ----------
1995 1996 1997 1998 1999 2000
---- ---- ----- ---- ----- ----------
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed
Charges(1)........................... 36.4 58.0 105.0 89.9 142.7 14.1
</TABLE>
---------------
(1) Computed by dividing earnings before taxes adjusted for fixed charges by
fixed charges, which include interest expense plus the portion of rent
expense under operating leases that we consider to be representative of the
interest factor, plus amortization of debt issuance costs.
Texas Instruments' ratio of earnings to fixed charges for each of the
periods indicated is as follows:
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
FISCAL YEAR ENDED DECEMBER 31, JUNE 30,
-------------------------------- ----------
1995 1996 1997 1998 1999 2000
---- ---- ---- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges(1)..... 14.7 1.2 6.1 6.4 19.3 40.3
</TABLE>
---------------
(1) Computed by dividing earnings before taxes adjusted for fixed charges by
fixed charges, which include interest expense plus the portion of rent
expense under operating leases that we consider to be representative of the
interest factor, plus amortization of debt issuance costs. Computation also
gives effect to the merger, which was accounted for as a "pooling of
interests."
7
<PAGE> 13
DESCRIPTION OF NOTES
The notes were issued under an indenture dated as of February 24, 2000,
between TI Tucson, then known as Burr-Brown, and United States Trust Company of
New York, N.A., as trustee. On August 24, 2000, TI Tucson, Texas Instruments and
United States Trust Company executed a first supplemental indenture. The
indenture and the first supplemental indenture are collectively referred to in
this "Description of Notes" as the indenture. A copy of the indenture has been
filed as an exhibit incorporated by reference to this Registration Statement.
The following description is a summary of the material provisions of the
notes and the indenture. It does not purport to be complete. This summary is
subject to and is qualified by reference to all the provisions of the indenture,
including the definitions of certain terms used in the indenture. Wherever
particular provisions or defined terms of the indenture or form of note are
referred to, these provisions or defined terms are incorporated in this
prospectus by reference.
As used in this "Description of Notes" section, references to "TI Tucson"
refer solely to Texas Instruments Tucson Corporation and not its subsidiaries
and references to "Texas Instruments" refer solely to Texas Instruments
Incorporated and not its subsidiaries.
GENERAL
TI Tucson issued $250,000,000 of notes in a private placement in February
2000. The notes are general unsecured obligations of TI Tucson. TI Tucson's
payment obligations under the notes will be subordinated to its senior
indebtedness as described under "Subordination of Notes" below. The notes are
convertible into Texas Instruments common stock as described under "Conversion
of Notes" below. The notes were issued in denominations of $1,000 and multiples
of $1,000. The notes will mature on February 15, 2007 unless earlier converted,
redeemed at TI Tucson's option or redeemed at your option upon a fundamental
change.
TI Tucson is not subject to any financial covenants under the indenture. In
addition, TI Tucson is not restricted under the indenture from paying dividends,
incurring debt, including senior indebtedness, or issuing or repurchasing its
securities.
You are not afforded protection in the event of a highly leveraged
transaction or a change in control of Texas Instruments or TI Tucson under the
indenture except to the extent described below under "Redemption at Option of
the Holder."
The interest rate on the notes is 4 1/4% per year. TI Tucson will pay
interest on February 15 and August 15 of each year, beginning August 15, 2000,
to record holders at the close of business on the preceding February 1 and
August 1, as the case may be, except:
- interest payable upon redemption will be paid to the person to whom
principal is payable, unless the redemption date is an interest payment
date; and
- as set forth in the next sentence.
In case you convert your notes into Texas Instruments common stock during
the period after any record date but prior to the next interest payment date
either:
- TI Tucson will not be required to pay interest on the interest payment
date if the note has been called for redemption on a redemption date that
occurs during this period;
- TI Tucson will not be required to pay interest on the interest payment
date if the note is to be redeemed in connection with a fundamental
change on a repurchase date that occurs during this period; or
- if otherwise, any note not called for redemption that is submitted for
conversion during this period must also be accompanied by an amount equal
to the interest due on the interest payment date on the converted
principal amount, unless at the time of conversion there is a default in
the payment of interest on the notes. See "Conversion of Notes" below.
8
<PAGE> 14
TI Tucson maintains an office in the Borough of Manhattan, The City of New
York, for the payment of interest, which shall initially be an office or agency
of the trustee.
TI Tucson may pay interest either:
- by check mailed to your address as it appears in the note register,
provided that if you are a holder with an aggregate principal amount in
excess of $2.0 million, you shall be paid, at your written election, by
wire transfer in immediately available funds; or
- by transfer to an account maintained by you in the United States.
However, payments to The Depository Trust Company, New York, New York,
which is referred to as DTC, will be made by wire transfer of immediately
available funds to the account of DTC or its nominee. Interest will be computed
on the basis of a 360-day year composed of twelve 30-day months.
CONVERSION OF NOTES
You may convert your note, in whole or in part, into Texas Instruments
common stock through the final maturity date of the notes, subject to prior
redemption of the notes. If TI Tucson calls notes for redemption, you may
convert the notes only until the close of business on the business day prior to
the redemption date unless TI Tucson fails to pay the redemption price. If you
have submitted your notes for redemption upon a fundamental change, you may
convert your notes only if you withdraw your redemption election. You may
convert your notes in part so long as this part is $1,000 principal amount or an
integral multiple of $1,000. If any notes not called for redemption are
converted after a record date for any interest payment date and prior to the
next interest payment date, the notes must be accompanied by an amount equal to
the interest payable on the interest payment date on the converted principal
amount unless a default in the payment of interest on the notes exists at the
time of conversion.
As of the date of this prospectus, the current conversion price for the
notes is $44.45 per share of Texas Instruments common stock, subject to
adjustment as described below. Texas Instruments will not issue fractional
shares of Texas Instruments common stock upon conversion of notes. Instead,
Texas Instruments will pay cash equal to the market price of Texas Instruments
common stock on the business day prior to the conversion date. Except as
described below, you will not receive any accrued interest or dividends upon
conversion.
To convert your note into Texas Instruments common stock you must:
- complete and manually sign the conversion notice on the back of the note
or facsimile of the conversion notice and deliver this notice to the
conversion agent;
- surrender the note to the conversion agent;
- if required, furnish appropriate endorsements and transfer documents;
- if required, pay all transfer or similar taxes; and
- if required, pay funds equal to interest payable on the next interest
payment date.
The date you comply with these requirements is the conversion date under
the indenture.
Texas Instruments will adjust the conversion price if the following events
occur:
(1) Texas Instruments issues Texas Instruments common stock as a
dividend or distribution on Texas Instruments common stock;
(2) Texas Instruments issues to all holders of Texas Instruments
common stock certain rights or warrants to purchase Texas Instruments
common stock;
(3) Texas Instruments subdivides or combines Texas Instruments common
stock;
9
<PAGE> 15
(4) Texas Instruments distributes to all Texas Instruments common
stockholders capital stock, evidences of indebtedness or assets, including
securities but excluding:
- rights or warrants listed in (2) above;
- dividends or distributions listed in (1) above; and
- cash distributions listed in (5) below;
(5) Texas Instruments distributes cash, excluding any quarterly cash
dividend on Texas Instruments common stock to the extent that the aggregate
cash dividend per share of Texas Instruments common stock in any quarter
does not exceed the greater of:
- the amount per share of Texas Instruments common stock of the next
preceding quarterly cash dividend on Texas Instruments common stock
to the extent that the preceding quarterly dividend did not require
an adjustment of the conversion price pursuant to this clause (5),
as adjusted to reflect subdivisions or combinations of the Texas
Instruments common stock, and
- 3.75% of the average of the last reported sale price of Texas
Instruments common stock during the ten trading days immediately
prior to the declaration date of the dividend, and excluding any
dividend or distribution in connection with the liquidation,
dissolution or winding up of Texas Instruments.
If an adjustment is required to be made under this clause (5) as a result
of a distribution that is a quarterly dividend, the adjustment would be
based upon the amount by which the distribution exceeds the amount of the
quarterly cash dividend permitted to be excluded pursuant to this clause
(5). If an adjustment is required to be made under this clause (5) as a
result of a distribution that is not a quarterly dividend, the adjustment
would be based upon the full amount of the distribution;
(6) Texas Instruments or one of its subsidiaries makes a payment in
respect of a tender offer or exchange offer for Texas Instruments common
stock to the extent that the cash and value of any other consideration
included in the payment per share of Texas Instruments common stock exceeds
the current market price per share of Texas Instruments common stock on the
trading day next succeeding the last date on which tenders or exchanges may
be made pursuant to such tender or exchange offer; and
(7) someone other than Texas Instruments or one of its subsidiaries
makes a payment in respect of a tender offer or exchange offer in which, as
of the closing date of the offer, Texas Instruments board of directors is
not recommending rejection of the offer. The adjustment referred to in this
clause (7) will only be made if:
- the tender offer or exchange offer is for an amount that increases
the offeror's ownership of Texas Instruments common stock to more
than 25% of the total shares of Texas Instruments common stock
outstanding, and
- the cash and value of any other consideration included in the
payment per share of Texas Instruments common stock exceeds the
current market price per share of Texas Instruments common stock on
the business day next succeeding the last date on which tenders or
exchanges may be made pursuant to the tender or exchange offer.
However, the adjustment referred to in this clause (7) will generally not be
made if as of the closing of the tender or exchange offer, the offering
documents disclose a plan or an intention to cause Texas Instruments to engage
in a consolidation or merger of Texas Instruments or a sale of all or
substantially all of its assets.
Under the provisions of Texas Instruments' rights plan, upon conversion of
the notes into Texas Instruments common stock, to the extent that the rights
plan is still in effect upon conversion, you will receive, in addition to the
Texas Instruments common stock, the rights under the rights plan to which you
are entitled under the plan whether or not the rights have separated from the
Texas Instruments common stock at the time of conversion, subject to limited
exceptions.
10
<PAGE> 16
In the event of:
- any reclassification of Texas Instruments common stock;
- a consolidation, merger or combination involving Texas Instruments; or
- a sale or conveyance to another person of all or substantially all of the
property and assets of Texas Instruments,
in which holders of Texas Instruments common stock would be entitled to receive
stock, other securities, other property, assets or cash for their Texas
Instruments common stock, holders of notes will generally be entitled thereafter
to convert their notes into the same type of consideration received by Texas
Instruments common stock holders immediately prior to one of these types of
events.
You may in certain situations be deemed to have received a distribution
subject to United States federal income tax as a dividend in the event of any
taxable distribution to holders of Texas Instruments common stock or in certain
other situations requiring a conversion price adjustment. See "United States
Federal Income Tax Considerations."
Texas Instruments may from time to time reduce the conversion price for a
period of at least 20 days if its board of directors has made a determination
that this reduction would be in Texas Instruments' best interests. Any such
determination by Texas Instruments' board will be conclusive. Texas Instruments
would give holders at least 15 days' notice of any reduction in the conversion
price. In addition, Texas Instruments may reduce the conversion price if its
board of directors deems it advisable to avoid or diminish any income tax to
holders of Texas Instruments common stock resulting from any stock or rights
distribution. See "United States Federal Income Tax Considerations."
Texas Instruments will not be required to make an adjustment in the
conversion price unless the adjustment would require a change of at least one
percent in the conversion price. However, Texas Instruments will carry forward
any adjustments that are less than one percent of the conversion price. Except
as described above in this section, Texas Instruments will not adjust the
conversion price for any issuance of Texas Instruments common stock or
convertible or exchangeable securities or rights to purchase Texas Instruments
common stock or convertible or exchangeable securities.
OPTIONAL REDEMPTION BY TI TUCSON
The notes are not entitled to any sinking fund. At any time on or after
February 20, 2003, TI Tucson may redeem the notes in whole or in part at the
following prices expressed as a percentage of the principal amount:
<TABLE>
<CAPTION>
REDEMPTION
PERIOD PRICE
------ ----------
<S> <C>
Beginning on February 20, 2003 and ending on February 14,
2004...................................................... 102.429%
Beginning on February 15, 2004 and ending on February 14,
2005...................................................... 101.821
Beginning on February 15, 2005 and ending on February 14,
2006...................................................... 101.214
Beginning on February 15, 2006 and ending on February 14,
2007...................................................... 100.607
</TABLE>
and 100% at February 15, 2007. In each case, TI Tucson will pay interest to, but
excluding, the redemption date. If the redemption date is an interest payment
date, interest shall be paid to the record holder on the relevant record date.
TI Tucson is required to give notice of redemption by mail to holders not more
than 60 but not less than 30 days prior to the redemption date.
If less than all of the outstanding notes are to be redeemed, the trustee
shall select the notes to be redeemed in principal amounts of $1,000 or integral
multiples of $1,000 by lot, pro rata or by another method the trustee considers
fair and appropriate. If a portion of your notes is selected for partial
redemption and you convert a portion of your notes, the converted portion shall
be deemed to be the portion selected for redemption.
TI Tucson may not redeem the notes if it has failed to pay any interest or
premium on the notes and such failure to pay is continuing. TI Tucson or Texas
Instruments will issue a press release if it redeems the notes.
11
<PAGE> 17
REDEMPTION AT OPTION OF THE HOLDER
If a fundamental change occurs prior to February 15, 2007, you may require
TI Tucson to redeem your notes, in whole or in part, on a repurchase date that
is 30 days after the date of TI Tucson's notice of the fundamental change. The
notes will be redeemable in multiples of $1,000 principal amount.
TI Tucson shall redeem the notes at a price equal to 100% of the principal
amount to be redeemed, plus accrued interest to, but excluding, the repurchase
date. If the repurchase date is an interest payment date, TI Tucson will pay
interest to the record holder on the relevant record date.
TI Tucson will mail to all record holders a notice of the fundamental
change within 10 days after the occurrence of the fundamental change. TI Tucson
is also required to deliver to the trustee a copy of the fundamental change
notice. If you elect to redeem your notes, you must deliver to TI Tucson or its
designated agent, on or before the 30th day after the date of TI Tucson's
fundamental change notice, your redemption notice and any notes to be redeemed,
duly endorsed for transfer. TI Tucson will promptly pay the redemption price for
notes surrendered for redemption following the repurchase date.
A "fundamental change" is any transaction or event in connection with which
all or substantially all of Texas Instruments common stock shall be exchanged
for, converted into, acquired for or constitute solely the right to receive
consideration, whether by means of an exchange offer, liquidation, tender offer,
consolidation, merger, combination, reclassification, recapitalization or
otherwise, which is not all or substantially all common stock listed on, or that
will be listed immediately after the transaction or event on:
- a United States national securities exchange, or
- approved for quotation on the Nasdaq National Market or any similar
United States system of automated dissemination of quotations of
securities prices.
TI Tucson will comply with any applicable provisions of Rule 13e-4 and any
other tender offer rules under the Exchange Act in the event of a fundamental
change.
These fundamental change redemption rights could discourage a potential
acquiror from merging with Texas Instruments or commencing a tender offer for
its stock. However, this fundamental change redemption feature is not the result
of Texas Instruments' management's knowledge of any specific effort to obtain
control of Texas Instruments by means of a merger, tender offer or solicitation,
or part of a plan by Texas Instruments' management to adopt a series of
anti-takeover provisions. The term "fundamental change" is limited to specified
transactions and may not include other events that might adversely affect Texas
Instruments' financial condition. TI Tucson's obligation to offer to redeem the
notes upon a fundamental change would not necessarily afford you protection in
the event of a highly leveraged transaction, reorganization, merger or similar
transaction in which Texas Instruments is involved.
TI Tucson or Texas Instruments, may be unable to redeem the notes in the
event of a fundamental change. If a fundamental change were to occur, neither
Texas Instruments nor TI Tucson may have enough funds to pay the redemption
price for all tendered notes. In addition, in certain situations, a fundamental
change would result in an event of default under TI Tucson's existing credit
facility. While TI Tucson's existing credit facility does not prohibit
redemption of the notes, future credit agreements or other agreements relating
to TI Tucson's or Texas Instruments' indebtedness may prohibit redemption of the
notes, expressly prohibit the repurchase of the notes upon a fundamental change
or may provide that a fundamental change constitutes an event of default under
that agreement. If a fundamental change occurs at a time when TI Tucson and/or
Texas Instruments may be prohibited from purchasing or redeeming notes, TI
Tucson and/or Texas Instruments would seek the consent of their lenders to
redeem the notes or would need to refinance this debt. If TI Tucson and/or Texas
Instruments do not obtain a required consent, TI Tucson and/or Texas Instruments
could not purchase or redeem the notes. TI Tucson's failure to redeem tendered
notes would constitute an event of default under the indenture, which might
constitute a default under the terms of TI Tucson's other indebtedness. In these
circumstances, or if a fundamental change would constitute an event of default
under TI Tucson's senior indebtedness, the subordination provisions of the
indenture would restrict payments to the holders of notes.
12
<PAGE> 18
SUBORDINATION OF NOTES
Payment on the notes will, to the extent provided in the indenture, be
subordinated in right of payment to the prior payment in full of all of TI
Tucson's senior indebtedness. The notes also are effectively subordinated to all
debt and other liabilities, including trade payables and lease obligations, if
any, of TI Tucson's subsidiaries.
Upon any distribution of TI Tucson's assets upon any dissolution, winding
up, liquidation or reorganization, the payment of the principal of, or premium,
if any, interest, and liquidated damages, if any, on the notes will be
subordinated in right of payment to the prior payment in full in cash or other
payment satisfactory to the holders of senior indebtedness of all senior
indebtedness. In the event of any acceleration of the notes because of an event
of default, the holders of any outstanding senior indebtedness would be entitled
to payment in full in cash or other payment satisfactory to the holders of
senior indebtedness of all senior indebtedness obligations before the holders of
the notes are entitled to receive any payment or distribution. TI Tucson is
required under the indenture to promptly notify holders of senior indebtedness
if payment of the notes is accelerated because of an event of default.
TI Tucson may not make any payment on the notes if:
- a default in the payment of designated senior indebtedness occurs and is
continuing beyond any applicable period of grace (called a "payment
default"); or
- a default other than a payment default on any designated senior
indebtedness occurs and is continuing that permits holders of designated
senior indebtedness to accelerate its maturity, or in the case of any
lease, a default occurs and is continuing that permits the lessor to
either terminate the lease or require TI Tucson to make an irrevocable
offer to terminate the lease following an event of default under the
lease, and the trustee receives a notice of such default (called a
"payment blockage notice") from TI Tucson or any other person permitted
to give such notice under the indenture (called a "non-payment default").
TI Tucson may resume payments and distributions on the notes:
- in case of a payment default, upon the date on which such default is
cured or waived or ceases to exist; and
- in case of a non-payment default, the earlier of the date on which such
nonpayment default is cured or waived or ceases to exist or 179 days
after the date on which the payment blockage notice is received, if the
maturity of the designated senior indebtedness has not been accelerated,
or in the case of any lease, 179 days after notice is received if TI
Tucson has not received notice that the lessor under such lease has
exercised its right to terminate the lease or require TI Tucson to make
an irrevocable offer to terminate the lease following an event of default
under the lease.
No new period of payment blockage may be commenced pursuant to a payment
blockage notice unless 365 days have elapsed since the initial effectiveness of
the immediately prior payment blockage notice. No non-payment default that
existed or was continuing on the date of delivery of any payment blockage notice
shall be the basis for any later payment blockage notice.
If the trustee or any holder of the notes receives any payment or
distribution of TI Tucson's assets in contravention of the subordination
provisions on the notes before all senior indebtedness is paid in full in cash
or other payment satisfactory to holders of senior indebtedness then such
payment or distribution will be held in trust for the benefit of holders of
senior indebtedness or their representatives to the extent necessary to make
payment in full in cash or payment satisfactory to the holders of senior
indebtedness of all unpaid senior indebtedness.
In the event of TI Tucson's bankruptcy, dissolution or reorganization,
holders of senior indebtedness may receive more, ratably, and holders of the
notes may receive less, ratably, than TI Tucson's other creditors. This
subordination will not prevent the occurrence of any event of default under the
indenture.
13
<PAGE> 19
The notes are exclusively the obligations of TI Tucson except as supported
by Texas Instruments guarantee. A substantial portion of TI Tucson's operations
are conducted through its subsidiaries. As a result, TI Tucson's cash flow and
ability to service its debt, including the notes, is dependent upon the earnings
of its subsidiaries. In addition, TI Tucson is dependent on the distribution of
earnings, loans or other payments by its subsidiaries to it.
TI Tucson's subsidiaries are separate and distinct legal entities. TI
Tucson's subsidiaries have no obligation to pay any amounts due on the notes. TI
Tucson's subsidiaries are not required to provide TI Tucson with funds for its
payment obligations, whether by dividends, distributions, loans or other
payments. In addition, any payment of dividends, distributions, loans or
advances by TI Tucson's subsidiaries to TI Tucson could be subject to statutory
or contractual restrictions. Payments to TI Tucson by its subsidiaries will also
be contingent upon its subsidiaries' earnings and business considerations.
TI Tucson's right to receive any assets of any of its subsidiaries upon
their liquidation or reorganization, and therefore the right of the holders to
participate in those assets, will be effectively subordinated to the claims of
that subsidiary's creditors, including trade creditors. In addition, even if TI
Tucson were a creditor to any of its subsidiaries, its rights as a creditor
would be subordinate to any security interest in the assets of its subsidiaries
and any indebtedness of its subsidiaries senior to that held by TI Tucson.
At August 24, 2000, TI Tucson had approximately $275 million of senior
indebtedness outstanding, and TI Tucson together with its subsidiaries had $50
million of other debt and liabilities outstanding. Neither TI Tucson nor its
subsidiaries are prohibited from incurring debt, including senior indebtedness,
under the indenture. TI Tucson may from time to time incur additional debt,
including senior indebtedness. TI Tucson's subsidiaries may also from time to
time incur other additional debt and liabilities.
TI Tucson is obligated to pay reasonable compensation to the trustee and to
indemnify the trustee against certain losses, liabilities or expenses incurred
by the trustee in connection with its duties relating to the notes. The
trustee's claims for these payments will generally be senior to those of
noteholders in respect of all funds collected or held by the trustee.
THE GUARANTEE
TI Tucson's payment of the principal, premium, if any, and interest under
the notes has been unconditionally guaranteed by Texas Instruments. The
guarantee of Texas Instruments is an unsecured general obligation of Texas
Instruments ranking junior to all senior indebtedness of Texas Instruments. At
August 23, 2000, Texas Instruments had approximately $1,178 million of senior
indebtedness outstanding, and Texas Instruments together with its subsidiaries
had $78 million of other debt and liabilities outstanding. Neither Texas
Instruments nor its subsidiaries are prohibited from incurring debt, including
senior indebtedness under the indenture. Texas Instruments may from time to time
incur additional debt, including senior indebtedness.
DEFINITIONS
"credit facility" means the Loan Agreement, dated January 31, 1996 between
TI Tucson and Wells Fargo Bank, N.A., as amended.
"designated senior indebtedness" shall mean TI Tucson's obligations under
any particular senior indebtedness that expressly provides that such senior
indebtedness shall be "designated senior indebtedness" for purposes of the
indenture, subject to provisions in the instruments or agreements governing such
senior indebtedness that may place limitations and conditions on the right of
senior indebtedness to exercise the rights of designated senior indebtedness.
"indebtedness" means:
(1) all indebtedness, obligations and other liabilities for borrowed
money, including overdrafts, foreign exchange contracts, currency exchange
agreements, interest rate protection agreements, and any loans or advances
from banks, or evidenced by bonds, debentures, notes or similar
instruments, other than
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<PAGE> 20
any account payable or other accrued current liability or obligation
incurred in the ordinary course of business in connection with the
obtaining of materials or services;
(2) obligations with respect to letters of credit, bank guarantees or
bankers' acceptances;
(3) obligations in respect of leases required in conformity with
generally accepted accounting principles to be accounted for as capitalized
lease obligations on TI Tucson's balance sheet;
(4) all obligations and other liabilities under any lease or related
document in connection with the lease of real property which provides that
TI Tucson is contractually obligated to purchase or cause a third party to
purchase the leased property and thereby guarantee a minimum residual value
of the leased property to the lessor and TI Tucson's obligations under the
lease or related document to purchase or to cause a third party to purchase
the leased property;
(5) all obligations with respect to an interest rate or other swap,
cap or collar agreement or foreign currency hedge, exchange or purchase
agreement;
(6) all direct or indirect guarantees of TI Tucson's obligations or
liabilities to purchase, acquire or otherwise assure a creditor against
loss in respect of, indebtedness, obligations or liabilities of others of
the type described in (1) through (5) above;
(7) any obligations described in (1) through (6) above secured by any
mortgage, pledge, lien or other encumbrance existing on property which is
owned or held by TI Tucson; and
(8) any amendments or modifications to (1) through (7) above.
"senior indebtedness" means the principal, premium, if any, interest,
including any interest accruing after bankruptcy and rent or termination payment
on or other amounts due on TI Tucson's current or future indebtedness, whether
created, incurred, assumed, guaranteed or in effect guaranteed by TI Tucson,
including any deferrals, renewals, extensions, refundings, amendments,
modifications or supplements to the above. However, senior indebtedness does not
include:
- indebtedness that expressly provides that it shall not be senior in right
of payment to the notes or expressly provides that it is on the same
basis or junior to the notes;
- TI Tucson's indebtedness to any of its majority-owned subsidiaries; and
- the notes.
EVENTS OF DEFAULT; NOTICE AND WAIVER
The following will be events of default under the indenture:
- failure to pay principal or premium, if any, upon redemption or otherwise
on the notes, whether or not the payment is prohibited by subordination
provisions;
- failure to pay interest and liquidated damages, if any, on the notes for
30 days, whether or not the payment is prohibited by subordination
provisions of the indenture;
- TI Tucson or Texas Instruments fails to perform or observe any of the
covenants in the indenture for 60 days after notice; or
- events involving TI Tucson's bankruptcy, insolvency or reorganization.
The trustee may withhold notice to the holders of the notes of any default,
except defaults in payment of principal, premium, interest or liquidated
damages, if any, on the notes. However, the trustee must consider it to be in
the interest of the holders of the notes to withhold this notice.
If an event of default occurs and continues, the trustee or the holders of
at least 25% in principal amount of the outstanding notes may declare the
principal, premium, and accrued interest and liquidated damages, if any, on the
outstanding notes to be immediately due and payable. In case of certain events
of bankruptcy or insolvency involving TI Tucson, the principal, premium and
accrued interest and liquidated damages, if any,
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<PAGE> 21
on the notes will automatically become due and payable. However, if TI Tucson
cures all defaults, except the nonpayment of principal, premium, interest or
liquidated damages, if any, that became due as a result of the acceleration, and
meet certain other conditions, with certain exceptions, this declaration may be
canceled and the holder of a majority of the principal amount of outstanding
notes may waive these past defaults. Payments of principal, premium, or interest
on the notes that are not made when due will accrue interest at the annual rate
of 4 1/4% from the required payment date.
The holders of a majority of outstanding notes will have the right to
direct the time, method and place of any proceedings for any remedy available to
the trustee, subject to limitations specified in the indenture.
No holder of the notes may pursue any remedy under the indenture, except in
the case of a default in the payment of principal, premium or interest on the
notes, unless:
- the holder has given the trustee written notice of an event of default;
- the holders of at least 25% in principal amount of outstanding notes make
a written request, and offer reasonable indemnity, to the trustee to
pursue the remedy;
- the trustee does not receive an inconsistent direction from the holders
of a majority in principal amount of the notes; and
- the trustee fails to comply with the request within 60 days after
receipt.
MODIFICATION OF THE INDENTURE
The consent of the holders of a majority in principal amount of the
outstanding notes is required to modify or amend the indenture. However, a
modification or amendment requires the consent of the holder of each outstanding
note if it would:
- extend the fixed maturity of any note;
- reduce the rate or extend the time for payment of interest of any note;
- reduce the principal amount or premium of any note;
- reduce any amount payable upon redemption of any note;
- adversely change TI Tucson's obligation to redeem any note upon a
fundamental change;
- impair the right of a holder to institute suit for payment on any note;
- change the currency in which any note is payable;
- impair the right of a holder to convert any note;
- adversely modify the subordination provisions of the indenture; or
- reduce the percentage of notes required for consent to any modification
of the indenture.
TI Tucson and Texas Instruments are permitted to modify certain provisions
of the indenture without the consent of the holders of the notes.
INFORMATION CONCERNING THE TRUSTEE
TI Tucson has appointed United States Trust Company of New York, N.A., the
trustee under the indenture, as paying agent, conversion agent, note registrar
and custodian for the notes. The trustee or its affiliates may provide banking
and other services to TI Tucson in the ordinary course of their business.
The indenture contains certain limitations on the rights of the trustee, as
long as it or any of its affiliates remains TI Tucson's creditors, to obtain
payment of claims in certain cases or to realize on certain property received on
any claim as security or otherwise. The trustee and its affiliates will be
permitted to engage in other transactions with TI Tucson. However, if the
trustee or any affiliate continues to have any conflicting interest and a
default occurs with respect to the notes, the trustee must eliminate such
conflict or resign.
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<PAGE> 22
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following general discussion summarizes certain material United States
federal income tax aspects of the acquisition, ownership and disposition of the
notes and the Texas Instruments common stock issuable upon conversion of the
notes. This discussion is a summary for general information only and does not
consider all aspects of United States federal income taxation that may be
relevant to the acquisition, ownership and disposition of such notes or Texas
Instruments common stock by a prospective investor in light of his, her or its
personal circumstances. This discussion also does not address the United States
federal income tax consequences of ownership of notes or Texas Instruments
common stock not held as capital assets within the meaning of Section 1221 of
the United States Internal Revenue Code of 1986, as amended, or the United
States federal income tax consequences to investors subject to special treatment
under the federal income tax laws, such as dealers in securities or foreign
currency, tax-exempt entities, banks, thrifts, insurance companies, persons that
hold the notes as part of a "straddle," as part of a "hedge" against currency
risk, or as part of a "conversion transaction," persons that have a "functional
currency" other than the U.S. dollar, and investors in pass-through entities
that hold the notes or Texas Instruments common stock. In addition, this
discussion does not describe any tax consequences arising out of the tax laws of
any state, local or foreign jurisdiction, or, except to a limited extent under
the caption "Non-U.S. Holders," any possible applicability of United States
federal gift or estate tax.
This summary is based upon the Code, existing and proposed regulations
thereunder, and current administrative rulings and court decisions, all as in
effect on the date of this registration statement. All of the foregoing are
subject to change, possibly on a retroactive basis, and any such change could
affect the continuing validity of this discussion.
PERSONS CONSIDERING THE PURCHASE OF NOTES SHOULD CONSULT THEIR OWN TAX
ADVISORS CONCERNING THE APPLICATION OF U.S. FEDERAL INCOME TAX LAWS, AS WELL AS
THE LAW OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION, TO THEIR PARTICULAR
SITUATIONS.
U.S. HOLDERS
The following discussion is limited to the United States federal income tax
consequences to a holder of a note or Texas Instruments common stock that is:
- a citizen or resident of the United States, including an alien resident
who is a lawful permanent resident of the United States or meets the
"substantial presence" test under Section 7701(b) of the Code;
- a corporation created or organized in the United States or under the laws
of the United States or any political subdivision thereof;
- an estate whose income is includible in gross income for United States
federal income tax purposes regardless of its source; or
- a trust, if a United States court is able to exercise primary supervision
over administration of the trust and one or more United States persons
have the authority to control all substantial decisions of the trust
(each a "U.S. Holder").
Stated Interest. Interest on a note will be taxable to a U.S. Holder as
ordinary interest income at the time it accrues or is received in accordance
with such holder's method of accounting for United States federal income tax
purposes.
Texas Instruments' and TI Tucson's failure to cause to be declared
effective this shelf registration statement may result in the payment of
predetermined liquidated damages. In addition, a holder may require us to redeem
any and all of its notes in the event of a fundamental change. We intend to
treat the possibility that we will pay such liquidated damages as subject to
either a remote or incidental contingency, within the meaning of applicable
Treasury regulations. Similarly, we believe that the occurrence of a
"fundamental change" is remote or incidental, within the meaning of the Treasury
regulations. In the event either contingency occurs and assuming that the
possibility that we will pay such additional amounts is remote or
17
<PAGE> 23
incidental, any such amount will be taxable to U.S. Holders at the time it
accrues or is received in accordance with such holder's method of accounting.
Market Discount. "Market discount" is defined generally as the excess,
subject to a de minimis exception, of the stated redemption price at maturity of
a debt obligation over the tax basis of the debt obligation in the hands of the
holder immediately after its acquisition. Generally, gain recognized on the
disposition of the notes will be treated as ordinary interest income, and not
capital gain, to the extent of any accrued market discount on such note at the
time of such disposition. A U.S. Holder of notes having market discount above a
de minimis amount may be required to defer the deduction of all or a portion of
any interest expense on any indebtedness incurred or maintained to purchase or
carry the notes. A U.S. Holder of the notes having accrued market discount may
elect to include the market discount in income as it accrues, either on a
straight-line basis or on a constant interest rate basis, which also increases
the holder's adjusted tax basis in the notes by the accrual, thereby reducing
gain, or increasing loss, recognized upon such holder's disposition of the
notes. If a U.S. Holder of the notes elects to include market discount in income
as it accrues, the rules discussed above with respect to ordinary income
recognition resulting from the disposition of the notes and to deferral of
interest deductions would not apply. This election would apply to all market
discount obligations acquired by the electing holder on or after the first day
of the first taxable year to which the election applies and could be revoked
only with the consent of the IRS.
Bond Premium. If a U.S. Holder's adjusted tax basis in the notes
immediately after the acquisition of such notes exceeds the note's stated
redemption price at maturity, the excess being the "Bond Premium," then such
U.S. Holder may elect to amortize the Bond Premium over the period from the
acquisition date of the notes to their maturity date, in which case the amount
of interest required to be included in income each year in respect of such notes
will be reduced by the amount of the amortizable Bond Premium allocable to such
year, based on the note's yield to maturity. A U.S. Holder of the notes who
elects to amortize Bond Premium must reduce his or her adjusted tax basis in
such notes by the amount of the allowable amortization. An election to amortize
Bond Premium would apply to amortizable Bond Premium on all bonds the interest
on which is includable in gross income held at or acquired after the beginning
of the U.S. Holder's taxable year for which the election is made, and may be
revoked only with the consent of the IRS.
Sale, Exchange or Redemption of the Notes. Subject to the market discount
rules described above, unless a non-recognition provision applies, upon the
disposition of a note by sale, exchange or redemption, a U.S. Holder generally
will recognize gain or loss equal to the difference between the amount realized
on the disposition, other than amounts attributable to accrued interest not yet
taken into income, and the U.S. Holder's adjusted tax basis in the note. A U.S.
Holder's adjusted tax basis in a note generally will equal the cost of the note,
net of accrued interest, to the U.S. Holder and is increased by the amount of
market discount included in the U.S. Holder's income and is decreased by the
amount of allowable bond premium amortization.
Such gain or loss generally will constitute capital gain or loss, and will
be long-term capital gain or loss if the U.S. Holder has held the note for
longer than one year.
Conversion of the Notes. In general, while the tax law ordinarily permits
non-recognition upon the conversion of a convertible debt security into the
stock of the issuer thereof, gain or loss ordinarily must be recognized upon the
conversion of a security into stock of another corporation. Consequently, unless
Texas Instruments, which is a guarantor of the notes, is treated for these
purposes as an obligor under the notes, a conversion of the notes into Texas
Instruments common stock should result in the recognition of gain or loss.
Subject to the market discount rules described above, a U.S. Holder would
recognize capital gain or loss upon such a conversion, measured by the
difference between the U.S. Holder's adjusted tax basis in the notes and the
fair market value of the Texas Instruments common stock received in exchange
therefor, other than Texas Instruments common stock attributable to accrued
interest on the notes, if any, which will constitute ordinary income. A U.S.
Holder's basis in the Texas Instruments common stock received will equal its
fair market value and the holding period of the Texas Instruments common stock
received upon conversion will begin on the date after it is received.
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<PAGE> 24
Cash received in lieu of a fractional share of Texas Instruments common
stock should be treated as payment in exchange for such fractional share.
Subject to the discussion under "Market Discount" and "Conversion of the Notes"
above, gain or loss recognized on the receipt of cash paid in lieu of a
fractional share should be capital gain or loss and will equal the difference
between the amount of cash received and the amount of tax basis allocable to the
fractional share. Assuming the conversion is, as discussed above, a recognition
event, such capital gain or loss would be short-term.
Dividends. Distributions paid on shares of Texas Instruments common stock
will constitute dividends for U.S. federal income tax purposes to the extent of
Texas Instruments' current or accumulated earnings and profits, and will be
includable in the income of a U.S. Holder as ordinary income. Dividends paid to
U.S. Holders that are corporations may qualify for the
dividends-received-deduction.
To the extent, if any, that a U.S. Holder receives a distribution on shares
of Texas Instruments common stock that would otherwise constitute a dividend for
United States federal income tax purposes but that exceeds current and
accumulated earnings and profits of Texas Instruments, such distribution will be
treated first as a non-taxable return of capital reducing the U.S. Holder's
adjusted tax basis in the shares of Texas Instruments common stock. Any such
distribution in excess of the U.S. Holder's adjusted tax basis in the shares of
Texas Instruments common stock will be treated as capital gain.
Constructive Distributions. If at any time Texas Instruments makes a
distribution of cash or property to its stockholders or purchases Texas
Instruments common stock and such distribution or purchase would be a taxable
distribution to such stockholders for United States federal income tax purposes
and, pursuant to the anti-dilution provisions of the indenture, the conversion
rate of the notes is increased, or the conversion rate of the notes is increased
at the discretion of Texas Instruments, such increase in conversion rate may be
deemed to be the payment of a taxable distribution to U.S. Holders of notes.
Such a deemed distribution will be taxable as a dividend, return of capital, or
capital gain in accordance with the earnings and profits rules discussed above
under the heading "Dividends." U.S. Holders of notes could therefore have
taxable income as a result of an event pursuant to which they received no cash
or property.
Sale or Exchange of Common Stock. Subject to the market discount rules
described above, upon the sale or exchange of Texas Instruments common stock, a
U.S. Holder will generally recognize capital gain or loss equal to the
difference between the amount of cash and the fair market value of any property
received upon the sale or exchange and such U.S. Holder's adjusted tax basis in
the Texas Instruments common stock. Such capital gain or loss will be long-term
if the U.S. Holder's holding period in the Texas Instruments common stock is
longer than one year at the time of the sale or exchange.
A U.S. Holder's basis and holding period in the Texas Instruments common
stock received upon conversion of the notes are determined as discussed above
under the heading "Conversion of the Notes."
Backup Withholding. A U.S. Holder of notes may be subject, under certain
circumstances, to backup withholding at a rate of 31% with respect to payments
of interest or dividends on, and gross proceeds from a sale or other disposition
of, the notes or Texas Instruments common stock, respectively. These backup
withholding rules apply if the U.S. Holder, among other things:
- fails to furnish a social security number or other taxpayer
identification number, or TIN, certified under penalties of perjury
within a reasonable time after the request therefor;
- furnishes an incorrect TIN;
- fails to properly report interest; or
- under certain circumstances, fails to provide a certified statement,
signed under penalties of perjury, that the TIN furnished is the correct
number and that such U.S. Holder is not subject to backup withholding.
A U.S. Holder who does not provide his or its correct taxpayer
identification number may be subject to penalties imposed by the IRS. Any amount
paid as backup withholding is creditable against the U.S. Holder's federal
income tax liability, provided the requisite information is provided to the IRS.
Certain persons are
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<PAGE> 25
exempt from backup withholding, including corporations and tax-exempt entities,
provided their exemption from backup withholding is properly established.
Holders should consult their tax advisors as to their qualifications for
exemption from withholding and the procedure for obtaining such exemption.
We will report to the holders and the IRS the amount of any "reportable
payments" made by us and any amount withheld with respect to the notes or Texas
Instruments common stock during the calendar year.
NON-U.S. HOLDERS
The following discussion is limited to the United States federal income and
estate tax consequences to a holder of a note or Texas Instruments common stock
that is an individual, corporation, estate or trust other than a U.S. Holder (a
"Non-U.S. Holder"). For purposes of the withholding tax on interest, a
non-resident alien or non-resident fiduciary of an estate or trust will be
considered to be a Non-U.S. Holder.
For purposes of the discussion below, interest, dividends, and gain on the
sale, exchange or other disposition of notes or Texas Instruments common stock
will be considered to be "U.S. trade or business income" if such income or gain
is:
- effectively connected with the conduct of a U.S. trade or business or
- in the case of a treaty resident, attributable to a U.S. permanent
establishment, or, in the case of an individual, a fixed base, in the
United States.
Stated Interest and Liquidated Damages. Generally, interest, including
liquidated damages, paid to a Non-U.S. Holder of a note will not be subject to
United States federal income or withholding tax if such interest is not U.S.
trade or business income and is "portfolio interest." Generally, interest on the
notes will qualify as portfolio interest if the Non-U.S. Holder:
- does not actually or constructively own 10% or more of the total combined
voting power of all classes of Texas Instruments or TI Tucson stock;
- is not a controlled foreign corporation with respect to which either
Texas Instruments or TI Tucson is a "related person" within the meaning
of the Code; and
- certifies, under penalties of perjury, that such holder is not a U.S.
person and provides such holder's name and address.
The gross amount of payments of interest that do not qualify for the portfolio
interest exception and that are not U.S. trade or business income will be
subject to United States withholding tax at a rate of 30% unless a treaty
applies to reduce or eliminate withholding. U.S. trade or business income will
be taxed at regular graduated U.S. rates rather than the 30% gross rate. In the
case of a Non-U.S. Holder that is a corporation, such U.S. trade or business
income also may be subject to the branch profits tax. To claim an exemption from
withholding, or to claim the benefits of a treaty, a Non-U.S. Holder must
provide a properly executed Form 1001 or 4224, or such successor forms as the
IRS designates including a Form W-8BEN or W-8ECI, as applicable prior to the
payment of interest. These forms must be periodically updated. Under regulations
not yet in effect, a Non-U.S. Holder who is claiming the benefits of a treaty
may be required, in certain instances, to obtain a U.S. taxpayer identification
number and to provide certain documentary evidence issued by foreign
governmental authorities to prove residence in the foreign country. Also, under
these regulations special procedures are provided for payments through qualified
intermediaries.
Sale, Exchange or Redemption or Notes. Except as described below and
subject to the discussion concerning backup withholding, any gain realized by a
Non-U.S. Holder on the sale, exchange or redemption of a note generally will not
be subject to United States federal income tax, unless:
- such gain is U.S. trade or business income;
- subject to certain exceptions, the Non-U.S. Holder is an individual who
holds the note as a capital asset and is present in the United States for
183 days or more in the taxable year of the disposition; or
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- the Non-U.S. Holder is subject to tax pursuant to the provisions of
United States tax law applicable to certain U.S. expatriates (including
certain former citizens or residents of the United States).
Conversion of the Notes
As described above under the heading "U.S. Holders -- Conversion of the
Notes," assuming Texas Instruments is not treated for these purposes as an
obligor under the notes the conversion of the notes should be treated as a
taxable event for United States federal income tax purposes. If the conversion
is taxable for United States federal income tax purposes, any gain realized
would be taxed to Non-U.S. Holders as provided under the heading "Non-U.S.
Holders -- Sale, Exchange or Redemption of Notes".
Dividends
In general, dividends paid to a Non-U.S. Holder of Texas Instruments common
stock will be subject to withholding of United States federal income tax at a
30% rate unless such rate is reduced by an applicable tax treaty. Dividends that
are U.S. trade or business income, are generally subject to U.S. federal income
tax on a net basis at regular income tax rates, and are not generally subject to
the 30% withholding tax if the Non-U.S. Holder provides the appropriate form to
the payor. Any U.S. trade or business income received by a Non-U.S. Holder that
is a corporation may also, under certain circumstances, be subject to an
additional "branch profits tax" at a 30% rate or such lower rate as may be
applicable under a tax treaty. Dividends paid to an address in a foreign country
generally are presumed (absent actual knowledge to the contrary) to be paid to a
resident of such country for purposes of the withholding discussed above and for
purposes of determining the applicability of a tax treaty rate. Under United
States Treasury Regulations generally effective after December 31, 2000, a
Non-U.S. Holder of Texas Instruments common stock who wishes to claim the
benefit of an applicable treaty rate would be required to satisfy certain
certification and other requirements, which would include the requirement that
the Non-U.S. Holder file a form containing the holder's name and address and may
require the Non-U.S. Holder to provide certain documentary evidence issued by
foreign governmental authorities as proof of residence in the foreign country.
A Non-U.S. Holder of Texas Instruments common stock that is eligible for a
reduced rate of U.S. withholding tax pursuant to a tax treaty may obtain a
refund of any excess amounts currently withheld by filing an appropriate claim
for a refund with the IRS.
Sale or Exchange of Common Stock
Except as described below and subject to the discussion concerning backup
withholding, any gain realized by a Non-U.S. Holder on the sale or exchange of
Texas Instruments common stock generally will not be subject to U.S. federal
income tax, unless
- such gain is U.S. trade or business income,
- subject to certain exceptions, the Non-U.S. Holder is an individual who
holds the Texas Instruments common stock as a capital asset, is present
in the United States for 183 days or more during the taxable year of the
disposition, and certain other conditions are present,
- the Non-U.S. Holder is subject to tax pursuant to the provisions of
United States tax law applicable to certain U.S. expatriates (including
certain former citizens or residents of the United States) and
- Texas Instruments is or has been a "United States real property holding
corporation" (a "USRPHC") for federal income tax purposes and such
Non-U.S. Holder has held, directly or constructively, more than 5% of the
outstanding Texas Instruments common stock within the five-year period
ending on the date of the sale or exchange. Texas Instruments believes
that it has not been, is not currently, and is not likely to become, a
USRPHC. However, no assurance can be given that Texas Instruments will
not be a USRPHC when a Non-U.S. Holder sells its shares of Texas
Instruments common stock.
Federal Estate Tax. Notes held (or treated as held) by an individual who is
a Non-U.S. Holder at the time of his or her death will not be subject to United
States federal estate tax, provided that the individual
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does not actually or constructively own 10% or more of the total voting power of
the voting stock of Texas Instruments or TI Tucson and income on the notes was
not U.S. trade or business income.
Texas Instruments common stock owned or treated as owned by an individual
who is not a citizen or resident of the United States for United States federal
estate tax purposes will be included in such individual's gross estate for
United States federal estate tax purposes unless an applicable estate tax treaty
otherwise provides.
Information Reporting and Backup Withholding. Texas Instruments and TI
Tucson must report annually to the IRS and to each Non-U.S. Holder any interest
or dividends that are paid to the Non-U.S. Holder. Copies of these information
returns also may be made available under the provisions of a specific treaty or
other agreement to the tax authorities of the country in which the Non-U.S.
Holder resides.
Treasury regulations provide that the 31% backup withholding tax and
certain information reporting will not apply to such payments of interest and
dividends with respect to which either the requisite certification, as described
above, has been received or an exemption otherwise has been established,
provided that neither we nor our paying agent have actual knowledge that the
holder is a U.S. person or that the conditions of any other exemption are not,
in fact, satisfied.
The payment of the proceeds from the disposition of the notes or Texas
Instruments common stock to or through the United States office of any broker,
United States or foreign, will be subject to information reporting and possible
backup withholding unless the owner certifies as to its non-U.S. status under
penalties of perjury or otherwise establishes an exemption, provided that the
broker does not have actual knowledge that the holder is a United States person
or that the conditions of any other exemption are not, in fact, satisfied. The
payment of the proceeds from the disposition of the notes or Texas Instruments
common stock to or through a non-U.S. office of a non-U.S. broker will not be
subject to information reporting or backup withholding unless the non-U.S.
broker has certain types of relationships with the United States (a "U.S.
related person"). In the case of the payment of the proceeds from the
disposition of the notes or Texas instruments common stock to or through a
non-U.S. office of a broker that is either a U.S. person or a U.S. related
person, the Treasury regulations require information reporting (but not back-up
withholding) on the payment unless the broker has documentary evidence in its
files that the owner is a Non-U.S. Holder and the broker has no knowledge to the
contrary.
The Treasury Department recently promulgated final regulations regarding
the withholding and information reporting rules discussed above. In general, the
final regulations do not significantly alter the substantive withholding and
information reporting requirements, but rather unify current certification
procedures and forms and clarify standards. The final regulations generally are
effective for payments made after December 31, 2000, subject to certain
transition rules. Non-U.S. Holders should consult their own tax advisors with
respect to the impact, if any, of the new final regulations.
Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules may be refunded or credited against the Non-U.S.
Holder's United States federal income tax liability, provided that the required
information is provided to the IRS.
THE PRECEDING DISCUSSION OF THE MATERIAL UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. ACCORDINGLY,
YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO PARTICULAR TAX CONSEQUENCES TO YOU
OF PURCHASING, HOLDING AND DISPOSING OF NOTES OR TEXAS INSTRUMENTS COMMON STOCK,
INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS,
AND OF ANY PROPOSED CHANGES IN APPLICABLE LAW.
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SELLING SECURITYHOLDERS
TI Tucson originally issued the notes in a private placement in February
2000. Selling securityholders may offer and sell the notes and the underlying
Texas Instruments common stock pursuant to this prospectus.
The following table contains information with respect to the selling
securityholders and the principal amount of notes and the underlying Texas
Instruments common stock beneficially owned by each selling security holder that
may be offered using this prospectus.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
AT MATURITY OF
NOTES SHARES OF
BENEFICIALLY PERCENTAGE COMMON STOCK PERCENTAGE OF
OWNED THAT MAY OF NOTES THAT MAY BE COMMON STOCK
NAME BE SOLD OUTSTANDING SOLD(1) OUTSTANDING(2)
---- ---------------- ----------- ---------------- --------------
<S> <C> <C> <C> <C>
AAM/Zazove Institutional
Income Fund L.P............ $ 550,000 * 12,373 *
ABN Amro Incorporated........ 400,000 * 8,999 *
Allstate Insurance Company... 1,200,000 * 26,997 *
Arpeggio Fund................ 3,100,000 1.2 69,741 *
BBT Fund..................... 6,000,000 2.4 134,983 *
Black Diamond Offshore
Ltd........................ 756,000 * 17,008 *
BNP Arbitrage SNC............ 500,000 * 11,249 *
British Virgin Island Social
Security Board............. 40,000 * 900 *
Bear, Stearns & Co........... 3,375,000 1.3 75,928 *
CIBC World Markets Intern'tl
Arbitrage Corp............. 3,000,000 1.2 67,492 *
City University of New
York....................... 99,000 * 2,227 *
David Lipscomb University
General Endowment.......... 155,000 * 3,487 *
Deutsche Bank Securities..... 1,684,000 * 37,885 *
1976 Distribution Trust FBO
Jane A. Lauder............. 20,000 * 450 *
1976 Distribution Trust FBO
J. A....................... 20,000 * 450 *
Lauder/Zinterhofer Double
Black Diamond Offshore,
LDC........................ 2,608,000 1.0 58,673 *
EQAT Alliance Growth and
Income Account............. 4,155,000 1.6 93,476 *
EQAT Alliance Growth
Investors.................. 2,230,000 * 50,169 *
Equitable Life Assurance
Separate
Acct -- Balanced........... 110,000 * 2,475 *
Equitable Life Assurance
Separate Acct --
Convertibles............... 2,535,000 1.0 57,030 *
Fidelity Financial Trust..... 3,500,000 1.4 78,740 *
First Union Securities
Inc........................ 3,450,000 1.3 77,615 *
</TABLE>
23
<PAGE> 29
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
AT MATURITY OF
NOTES SHARES OF
BENEFICIALLY PERCENTAGE COMMON STOCK PERCENTAGE OF
OWNED THAT MAY OF NOTES THAT MAY BE COMMON STOCK
NAME BE SOLD OUTSTANDING SOLD(1) OUTSTANDING(2)
---- ---------------- ----------- ---------------- --------------
<S> <C> <C> <C> <C>
Fleetboston Robertson
Stephens, Inc.............. $13,197,000 5.2 296,895 *
Highbridge International
LLC........................ 2,000,000 * 44,994 *
Goldman Sachs and Company.... 250,000 * 5,624 *
GPZ Trading LLC.............. 1,500,000 * 33,746 *
The Grable Foundation........ 148,000 * 3,330 *
Grace Brothers Ltd........... 1,750,000 * 39,370 *
Grady Hospital Foundation.... 154,000 * 3,465 *
Gryphon Domestic III,
L.L.C...................... 9,500,000 3.8 213,723 *
Independence Blue Cross...... 145,000 * 3,262 *
Investcorp-Sam Fund
Limited.................... 9,700,000 3.8 218,223 *
Kentfield Trading Ltd........ 8,051,000 3.2 181,125 *
Lipper Convertibles, L.P..... 13,000,000 5.2 292,463 *
Lipper Convertibles Series
II, L.P.................... 1,000,000 * 22,497 *
Lipper Offshore Convertibles,
L.P........................ 1,500,000 * 33,746 *
Lipper Offshore Convertibles,
L.P. #2.................... 1,000,000 * 22,497 *
Local Initiatives Support
Corporation................ 64,000 * 1,440 *
Mainstay Convertible Fund.... 3,000,000 1.2 67,492 *
Mainstay VP Convertible
Fund....................... 1,500,000 * 33,746 *
Memphis Light, Gas & Water
Retirement Fund............ 1,415,000 * 31,834 *
Merrill Lynch Insurance
Group...................... 362,000 * 8,144 *
Morgan Stanley Dean Witter
Conv. Securities Trust..... 2,000,000 * 44,994 *
Morgan Stanley & Co.......... 15,000,000 6.0 337,458 *
Museum of Fine Arts,
Boston..................... 30,000 * 675 *
New Orleans Firefighters
Pension/Relief Fund........ 158,000 * 3,555 *
Nomura Securities
International, Inc......... 3,000,000 1.2 67,492 *
Occidental Petroleum
Corporation................ 273,000 * 6,142 *
Ohio Bureau of Workers
Compensation............... 186,000 * 4,184 *
Paloma Securities L.L.C...... 5,000,000 2.0 112,486 *
</TABLE>
24
<PAGE> 30
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
AT MATURITY OF
NOTES SHARES OF
BENEFICIALLY PERCENTAGE COMMON STOCK PERCENTAGE OF
OWNED THAT MAY OF NOTES THAT MAY BE COMMON STOCK
NAME BE SOLD OUTSTANDING SOLD(1) OUTSTANDING(2)
---- ---------------- ----------- ---------------- --------------
<S> <C> <C> <C> <C>
Parker-Hannifin
Corporation................ $ 40,000 * 900 *
Pell Rudman Trust Company.... 1,615,000 * 36,333 *
Promutual.................... 90,000 * 2,025 *
Putnam Convertible Income
Growth Trust............... 1,709,000 * 38,448 *
Putnam Balanced Retirement
Fund....................... 50,000 * 1,125 *
Putman Convertible
Opportunities & Income
Trust...................... 70,000 * 1,575 *
Putnam Asset Allocation Fds-
Balanced Portfolio......... 180,000 * 4,049 *
Putnam Asset Allocation
Fds.Conservative
Portfolio.................. 60,000 * 1,350 *
Rhapsody Fund, L.P........... 6,100,000 2.4 137,233 *
San Diego County Employee
Retirement Assoc........... 2,030,000 * 45,669 *
Shell Pension Trust.......... 387,000 * 8,706 *
St. Thomas Trading, Ltd...... 319,000 * 7,177 *
State of Maryland Retirement
System..................... 3,533,000 1.4 79,483 *
TCW Group, Inc............... 14,090,000 5.6 316,985 *
Teachers Insur. Annuity
Assoc. of America.......... 5,000,000 2.0 112,486 *
The Frist Foundation......... 395,000 * 8,886 *
UBS AG London Branch......... 7,000,000 2.8 157,480 *
University of Rochester...... 20,000 * 450 *
White River Securities LLC... 3,375,000 1.3 75,928 *
Worldwide Transactions,
LTD........................ 136,000 * 3,060 *
Zurich HFR Master Hedge Fund
Index, LTD................. 120,000 * 2,700 *
Any other holder of notes or
future Transferee, Pledgee,
Donor or Successor of any
Holder(3)(4)............... 69,311,000 27.7 1,559,303 *
</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." As a result, the amount of Texas Instruments
common stock issuable upon conversion of the notes may decrease in the
future.
25
<PAGE> 31
(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act using 1,642,221,962
shares of Texas Instruments common stock outstanding as of August 23, 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.
(3) Information about other selling securityholders will be set forth in
prospectus supplements, if required.
(4) Assumes that the other holders, or any future transferees, pledgees, donees
or successors of or from any such other holders of notes, do not
beneficially own Texas Instruments common stock other than the Texas
Instruments common stock issuable upon conversion of the note at the initial
conversion rate.
Texas Instruments and TI Tucson prepared this table based on the
information supplied to them by the selling securityholders named in the table.
The selling securityholders listed in the above table may have sold or
transferred, in transactions exempt from the registration requirements of the
Securities Act, some or all of their notes since the date on which the
information in the above table is presented. Information about the selling
securityholders may change over time. Any change in this information will be set
forth in prospectus supplements, if required.
Because the selling securityholders may offer all or some of their notes or
the underlying Texas Instruments common stock from time to time, neither Texas
Instruments nor TI Tucson estimate the amount of the notes or underlying Texas
Instruments common stock that will be held by the selling securityholders upon
the termination of any particular offering. See "Plan of Distribution."
26
<PAGE> 32
PLAN OF DISTRIBUTION
Neither Texas Instruments nor TI Tucson will receive any of the proceeds of
the sale of the notes and the underlying Texas Instruments common stock offered
by this prospectus. The notes and the underlying Texas Instruments common stock
may be sold from time to time to purchasers:
- directly by the selling securityholders;
- through underwriters, broker-dealers or agents who may receive
compensation in the form of discounts, concessions or commissions from
the selling securityholders or the purchasers of the notes and the
underlying Texas Instruments common stock.
The selling securityholders and any broker-dealers or agents who
participate in the distribution of the notes and the underlying Texas
Instruments common stock may be deemed to be "underwriters." As a result, any
profits on the sale of the notes and underlying Texas Instruments common stock
by selling securityholders and any discounts, commissions or concessions
received by any broker-dealers or agents might be deemed to be underwriting
discounts and commissions under the Securities Act. If the selling
securityholders were to be deemed underwriters, the selling securityholders may
be subject to statutory liabilities of, including, but not limited to, Sections
11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act.
If the notes and underlying Texas Instruments common stock are sold through
underwriters or broker-dealers, the selling securityholders will be responsible
for underwriting discounts or commissions or agent's commissions.
The notes and underlying Texas Instruments common stock may be sold in one
or more transactions at:
- fixed prices;
- prevailing market prices at the time of sale;
- varying prices determined at the time of sale; or
- negotiated prices.
These sales may be effected in transactions:
- on any national securities exchange or quotation service on which the
notes and underlying Texas Instruments common stock may be listed or
quoted at the time of the sale, including the NYSE in the case of the
Texas Instruments common stock;
- in the over-the-counter market;
- in transactions otherwise than on such exchanges or services or in the
over-the-counter market;
- through the writing of options; or
- through the distribution by a selling securityholder to its partners,
members, or shareholders.
These transactions may include block transactions or crosses. Crosses are
transactions in which the same broker acts as an agent on both sides of the
trade.
In connection with sales of the notes and underlying Texas Instruments
common stock or otherwise, the selling securityholders may enter into hedging
transactions with broker-dealers. These broker-dealers may in turn engage in
short sales of the notes and underlying Texas Instruments common stock in the
course of hedging their positions. The selling securityholders may also sell the
notes and underlying Texas Instruments common stock short and deliver notes and
underlying Texas Instruments common stock to close out short positions, or loan
or pledge notes and underlying Texas Instruments common stock to broker-dealers
that in turn may sell the notes and underlying Texas Instruments common stock.
To Texas Instruments' and TI Tucson's knowledge, there are currently no
plans, arrangement or understandings between any selling securityholders and any
underwriter, broker-dealer or agent regarding the sale of the notes and the
underlying Texas Instruments common stock by the selling securityholders. In
27
<PAGE> 33
addition, neither Texas Instruments nor TI Tucson can assure you that any
selling securityholder will not transfer, devise or gift the notes and the
underlying Texas Instruments common stock by other means not described in this
prospectus.
Texas Instruments common stock trades on the NYSE under the symbol "TXN."
Neither Texas Instruments nor TI Tucson intend to apply for listing of the notes
on any securities exchange or for quotation through NYSE. Accordingly, no
assurance can be given as to the development of liquidity or any trading market
for the notes.
There can be no assurance that any selling securityholder will sell any or
all of the notes or underlying Texas Instruments common stock pursuant to this
prospectus. In addition, any notes or underlying Texas Instruments common stock
covered by this prospectus that qualify for sale pursuant to Rule 144 or Rule
144A of the Securities Act may be sold under Rule 144 or Rule 144A rather than
pursuant to this prospectus.
The selling securityholders and any other person participating in such
distribution will be subject to the Exchange Act. The rules under that Act
include, without limitation, Regulation M, which may limit the timing of
purchases and sales of any of the notes and the underlying Texas Instruments
common stock by the selling securityholders and any other such person. In
addition, Regulation M may restrict the ability of any person engaged in the
distribution of the notes and the underlying Texas Instruments common stock to
engage in market-making activities with respect to the particular notes and the
underlying Texas Instruments common stock being distributed for a period of up
to five business days prior to the commencement of such distribution. This may
affect the marketability of the notes and the underlying Texas Instruments
common stock and the ability of any person or entity to engage in market-making
activities with respect to the notes and the underlying Texas Instruments common
stock.
Pursuant to the registration rights agreement filed as an exhibit to this
registration statement, Texas Instruments, TI Tucson and the selling
securityholders will be indemnified by the other against certain liabilities,
including certain liabilities under the Securities Act, or will be entitled to
contribution in connection with these liabilities.
TI Tucson has agreed to pay substantially all of the expenses incidental to
the registration, offering and sale of the notes and underlying Texas
Instruments common stock to the public other than commissions, fees and
discounts of underwriters, brokers, dealers and agents.
28
<PAGE> 34
LEGAL MATTERS
The validity of the securities offered by this prospectus and certain
United States federal income tax consequences of these securities will be passed
upon by Weil, Gotshal & Manges LLP.
EXPERTS
The consolidated financial statements of Texas Instruments for the year
ended December 31, 1999, appearing in its proxy statement for the 2000 annual
meeting of stockholders and incorporated by reference in its annual report on
Form 10-K for the year ended December 31, 1999, and the related financial
statement schedule, as amended, included in Form 10-K/A, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their reports thereon
incorporated by reference and included therein and incorporated by reference in
this prospectus. The consolidated financial statements (and related financial
statement schedule) of TI Tucson appearing in its annual report on Form 10-K for
the year ended December 31, 1999 have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon included therein and
incorporated by reference in this prospectus. These financial statements are
incorporated by reference in this prospectus in reliance on the reports of Ernst
& Young LLP given on the authority of such firm as experts in accounting and
auditing.
29
<PAGE> 35
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The aggregate estimated (other than the registration fee) expenses to be
paid by TI Tucson and Texas Instruments in connection with this offering are as
follows:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee......... $ 0(1)
NYSE Additional Share Listing Fee........................... 1,500
Printing Expenses........................................... 15,000
Legal Fees and Expenses..................................... 75,000
Accounting Fees............................................. 18,000
Miscellaneous Expenses...................................... 5,000
TOTAL............................................. 114,500
</TABLE>
---------------
(1) Previously paid pursuant to Rule 429 of the Securities Act.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The General Corporation Law of the State of Delaware, at Section 145,
provides, in pertinent part, that a corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, other than an action by or in the right of the corporation, by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as the
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful. In
addition, the indemnification of expenses, including attorneys' fees, is allowed
in derivative actions, except no indemnification is allowed in respect to any
claim, issue or matter as to which any such person has been adjudged to be
liable to the corporation, unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought decides that
indemnification is proper. To the extent that any such person succeeds on the
merits or otherwise, he shall be indemnified against expenses, including
attorneys' fees, actually and reasonably incurred by him in connection
therewith. The determination that the person to be indemnified met the
applicable standard of conduct, if not made by a court, is made by the directors
of the corporation by a majority vote of the directors not party to such an
action, suit or proceeding even though less than a quorum, by a committee of
such directors designated by majority vote of such directors even though less
than a quorum, or, if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion or by the
stockholders. Expenses may be paid in advance upon the receipt, in the case of
officers and directors, of undertakings to repay such amount if it shall
ultimately be determined that the person is not entitled to be indemnified by
the corporation as authorized in this section. A corporation may purchase
indemnity insurance.
The above described indemnification and advancement of expenses, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and inure to the benefit of
such person's heirs, executors and administrators. Article VI, Section 2 of the
Texas Instruments' Bylaws and Article Tenth of TI Tucson's Amended and Restated
Certificate of Incorporation provide that Texas Instruments and TI Tucson shall
indemnify their officers and directors for such expenses,
II-1
<PAGE> 36
judgments, fines and amounts paid in settlement to the full extent permitted by
the laws of the State of Delaware. Section 102(b)(7) of the General Corporation
Law of the State of Delaware, as amended, permits a corporation to provide in
its certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability.
- for any breach of the director's duty of loyalty to the corporation or
its stockholders,
- for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law,
- under Section 174 of the General Corporation Law of the State of
Delaware, or
- for any transaction from which the director derived an improper personal
benefit.
Article Seventh of Texas Instruments' Restated Certificate of Incorporation
and Article Eleventh of TI Tucson's Amended and Restated Certificate of
Incorporation contain such provisions.
Under insurance policies of Texas Instruments, directors and officers of
Texas Instruments may be indemnified against certain losses arising from certain
claims, including claims under the Securities Act of 1933, which may be made
against such persons by reason of their being such directors or officers.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NO DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
2 -- Agreement and Plan of Merger, dated as of June 21, 2000,
by and among Texas Instruments, Burr-Brown and Burma
Acquisition Corp. (1)
3(a) -- Restated Certificate of Incorporation of Texas
Instruments. (2)
3(b) -- Certificate of Amendment to Restated Certificate of
Incorporation of Texas Instruments. (2)
3(c) -- Certificate of Amendment to Restated Certificate of
Incorporation of Texas Instruments. (2)
3(d) -- Certificate of Amendment to Restated Certificate of
Incorporation of Texas Instruments. (3)
3(e) -- Certificate of Ownership and Merger Merging Texas
Instruments Automation Controls, Inc. into Texas
Instruments. (2)
3(f) -- Certificate of Elimination of Designations of Preferred
Stock of Texas Instruments. (2)
3(g) -- Certificate of Ownership and Merger Merging Tiburon
Systems, Inc. into Texas Instruments. (4)
3(h) -- Certificate of Ownership and Merger Merging Tartan, Inc.
into Texas Instruments. (4)
3(i) -- Certificate of Designation relating to Texas Instruments
Participating Cumulative Preferred Stock. (5)
3(j) -- Certificate of Elimination of Designation of Preferred
Stock of Texas Instruments. (6)
3(k) -- Certificate of Ownership and Merger Merging Intersect
Technologies, Inc. into Texas Instruments. (7)
3(1) -- Certificate of Ownership and Merger Merging Soft
Warehouse, Inc. into Texas Instruments. (7)
3(m) -- Certificate of Ownership and Merger Merging Silicon
Systems, Inc. into Texas Instruments. (7)
</TABLE>
II-2
<PAGE> 37
<TABLE>
<CAPTION>
EXHIBIT
NO DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
3(n) -- Certificate of Amendment to Restated Certificate of
Incorporation of Texas Instruments. (10)
3(o) -- Bylaws of Texas Instruments. (7)
3(p) -- Certificate of Merger Merging Burma Acquisition Corp.
into Burr-Brown Corporation.*
3(q) -- Certificate of Amendment to Amended and Restated
Certificate of Incorporation of Burr-Brown Corporation.*
3(r) -- Bylaws of Burr-Brown Corporation.*
4(a)(i) -- Rights Agreement, dated as of June 18, 1998, between
Texas Instruments and Harris Trust and Savings Bank as
Rights Agent, which includes as Exhibit B the form of
Rights Certificate. (8)
4(a)(ii) -- Amendment, dated as of September 18, 1998, to the Rights
Agreement. (9)
4(b) -- Texas Instruments agrees to provide the Commission, upon
request, copies of instruments defining the rights of
Holders of long-term debt of Texas Instruments and its
subsidiaries.
4(c) -- Indenture. (11)
4(c)(i) -- First Supplemental Indenture.*
4(d) -- Registration Rights Agreement. (11)
4(e) -- Form of Note (included in Exhibit 4(c)). (11)
5 -- Opinion of Weil, Gotshal & Manges LLP.*
8 -- Opinion of Weil, Gotshal & Manges LLP as to tax matters.*
23(a) -- Consent of Ernst & Young LLP.*
23(b) -- Consent of Ernst & Young LLP.*
23(c) -- Consent of Weil, Gotshal & Manges LLP (included in
exhibits 5 and 8).
24 -- Powers of Attorney (included on the signature pages to
this registration statement).
25.1 -- Form T-1 Statement of Eligibility of Trustee for
Indenture under Trust Indenture Act of 1939. (11)
</TABLE>
---------------
* Filed herewith.
(1) Incorporated by reference to the Exhibits filed with TI Tucson's Current
Report on Form 8-K dated June 22, 2000.
(2) Incorporated by reference to the Exhibits filed with Texas Instruments'
Annual Report on Form 10-K for 1993.
(3) Incorporated by reference to the Exhibits filed with Texas Instruments'
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996.
(4) Incorporated by reference to the Exhibits filed with Texas Instruments'
Registration Statement No. 333-41919 on Form S-8 filed December 10, 1997.
(5) Incorporated by reference to the Exhibits filed with Texas Instruments'
Quarterly Report on Form 10-Q for the quarter ended September 30, 1998.
(6) Incorporated by reference to the Exhibits filed with Texas Instruments'
Annual Report on Form 10-K for 1998.
(7) Incorporated by reference to the Exhibits filed with Texas Instruments'
Annual Report on Form 10-K for 1999.
II-3
<PAGE> 38
(8) Incorporated by reference to the Exhibits filed with Texas Instruments'
Registration Statement on Form 8-A dated June 23, 1998.
(9) Incorporated by reference to the Exhibit filed with Texas Instruments'
Amendment No. 1 to Registration Statement on Form 8-A, dated September 23,
1998.
(10) Incorporated by reference to the Exhibits filed with Texas Instruments'
Registration Statement No. 333-41030 in Form S-4 dated July 7, 2000.
(11) Incorporated by reference to TI Tucson's Current Report on Form 8-K filed
February 25, 2000.
ITEM 17. UNDERTAKINGS.
The undersigned Registrants each hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act,
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement,
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
II-4
<PAGE> 39
whether such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
Each of the undersigned Registrants hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-5
<PAGE> 40
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in Dallas,
Texas, on August 25, 2000.
TEXAS INSTRUMENTS INCORPORATED
By: /s/ WILLIAM A. AYLESWORTH
------------------------------------
William A. Aylesworth
Senior Vice President
Treasurer and
Chief Financial Officer
POWER OF ATTORNEY
Know all those by these presents, that each person whose signature appears
below constitutes and appoints each of Thomas J. Engibous, William A.
Aylesworth, Joseph F. Hubach and M. Samuel Self, or any of them, each acting
alone, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such person and in his name, place and
stead, in any and all capacities, in connection with the Registration Statement
on Form S-3 of Texas Instruments Incorporated under the Securities Act of 1933,
as amended, including, without limitation of the generality of the foregoing, to
sign the Registration Statement in the name and on behalf of Texas Instruments
Incorporated, or on behalf of the undersigned as a director or officer of Texas
Instruments Incorporated, and any and all amendments or supplements to the
Registration Statement, including any and all stickers and post-effective
amendments to the Registration Statement, and to sign any and all additional
Registration Statements relating to the same offering of Securities as the
Registration Statement that are filed pursuant to Rule 462 under the Securities
Act of 1933, as amended, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and any applicable securities exchange or securities self-regulatory
body, granting unto said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ JAMES R. ADAMS Director August 25, 2000
-----------------------------------------------------
James R. Adams
Director August 25, 2000
-----------------------------------------------------
David L. Boren
Director August 25, 2000
-----------------------------------------------------
James B. Busey IV
/s/ DANIEL A. CARP Director August 25, 2000
-----------------------------------------------------
Daniel A. Carp
</TABLE>
II-6
<PAGE> 41
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ THOMAS J. ENGIBOUS Chairman of the Board; President; August 25, 2000
----------------------------------------------------- Chief Executive Officer; Director
Thomas J. Engibous
/s/ GERALD W. FRONTERHOUSE Director August 25, 2000
-----------------------------------------------------
Gerald W. Fronterhouse
/s/ DAVID R. GOODE Director August 25, 2000
-----------------------------------------------------
David R. Goode
/s/ WAYNE R. SANDERS Director August 25, 2000
-----------------------------------------------------
Wayne R. Sanders
/s/ RUTH J. SIMMONS Director August 25, 2000
-----------------------------------------------------
Ruth J. Simmons
/s/ CLAYTON K. YEUTTER Director August 25, 2000
-----------------------------------------------------
Clayton K. Yeutter
/s/ WILLIAM A. AYLESWORTH Senior Vice President; Treasurer; August 25, 2000
----------------------------------------------------- Chief Financial Officer
William A. Aylesworth
/s/ M. SAMUEL SELF Senior Vice President; Controller; August 25, 2000
----------------------------------------------------- Chief Accounting Officer
M. Samuel Self
</TABLE>
II-7
<PAGE> 42
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in Dallas,
Texas, on August 25, 2000.
TEXAS INSTRUMENTS TUCSON
CORPORATION
By: /s/ M. SAMUEL SELF
------------------------------------
M. Samuel Self
Treasurer
POWER OF ATTORNEY
Know all those by these presents, that each person whose signature appears
below constitutes and appoints each of Danny W. Reynolds, M. Samuel Self and
Bart T. Thomas, or any of them, each acting alone, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in his name, place and stead, in any and all capacities, in
connection with the Registration Statement on Form S-3 of Texas Instruments
Tucson Corporation under the Securities Act of 1933, as amended, including,
without limitation of the generality of the foregoing, to sign the Registration
Statement in the name and on behalf of Texas Instruments Tucson Corporation, or
on behalf of the undersigned as a director or officer of Texas Instruments
Tucson Corporation, and any and all amendments or supplements to the
Registration Statement, including any and all stickers and post-effective
amendments to the Registration Statement, and to sign any and all additional
Registration Statements relating to the same offering of Securities as the
Registration Statement that are filed pursuant to Rule 462 under the Securities
Act of 1933, as amended, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and any applicable securities exchange or securities self-regulatory
body, granting unto said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ DANNY W. REYNOLDS Director; President; Chief August 25, 2000
----------------------------------------------------- Executive Officer
Danny W. Reynolds
/s/ M. SAMUEL SELF Director; Treasurer; Chief August 25, 2000
----------------------------------------------------- Financial Officer and Chief
M. Samuel Self Accounting Officer
/s/ BART T. THOMAS Director; Secretary August 25, 2000
-----------------------------------------------------
Bart T. Thomas
</TABLE>
II-8
<PAGE> 43
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
2 -- Agreement and Plan of Merger, dated as of June 21, 2000,
by and among Texas Instruments, Burr-Brown and Burma
Acquisition Corp. (1)
3(a) -- Restated Certificate of Incorporation of Texas
Instruments. (2)
3(b) -- Certificate of Amendment to Restated Certificate of
Incorporation of Texas Instruments. (2)
3(c) -- Certificate of Amendment to Restated Certificate of
Incorporation of Texas Instruments. (2)
3(d) -- Certificate of Amendment to Restated Certificate of
Incorporation of Texas Instruments. (3)
3(e) -- Certificate of Ownership and Merger Merging Texas
Instruments Automation Controls, Inc. into Texas
Instruments. (2)
3(f) -- Certificate of Elimination of Designations of Preferred
Stock of Texas Instruments. (2)
3(g) -- Certificate of Ownership and Merger Merging Tiburon
Systems, Inc. into Texas Instruments. (4)
3(h) -- Certificate of Ownership and Merger Merging Tartan, Inc.
into Texas Instruments. (4)
3(i) -- Certificate of Designation relating to Texas Instruments
Participating Cumulative Preferred Stock. (5)
3(j) -- Certificate of Elimination of Designation of Preferred
Stock of Texas Instruments. (6)
3(k) -- Certificate of Ownership and Merger Merging Intersect
Technologies, Inc. into Texas Instruments. (7)
3(1) -- Certificate of Ownership and Merger Merging Soft
Warehouse, Inc. into Texas Instruments. (7)
3(m) -- Certificate of Ownership and Merger Merging Silicon
Systems, Inc. into Texas Instruments. (7)
3(n) -- Certificate of Amendment to Restated Certificate of
Incorporation of Texas Instruments. (10)
3(o) -- Bylaws of Texas Instruments. (7)
3(p) -- Certificate of Merger Merging Burma Acquisition Corp.
into Burr-Brown Corporation.*
3(q) -- Certificate of Amendment to Amended and Restated
Certificate of Incorporation of Burr-Brown Corporation.*
3(r) -- Bylaws of Burr-Brown Corporation.*
4(a)(i) -- Rights Agreement, dated as of June 18, 1998, between
Texas Instruments and Harris Trust and Savings Bank as
Rights Agent, which includes as Exhibit B the form of
Rights Certificate. (8)
4(a)(ii) -- Amendment, dated as of September 18, 1998, to the Rights
Agreement. (9)
4(b) -- Texas Instruments agrees to provide the Commission, upon
request, copies of instruments defining the rights of
Holders of long-term debt of Texas Instruments and its
subsidiaries.
4(c) -- Indenture. (11)
</TABLE>
<PAGE> 44
<TABLE>
<CAPTION>
EXHIBIT
NO DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
4(c)(i) -- First Supplemental Indenture.*
4(d) -- Registration Rights Agreement. (11)
4(e) -- Form of Note (included in Exhibit 4(c)). (11)
5 -- Opinion of Weil, Gotshal & Manges LLP.*
8 -- Opinion of Weil, Gotshal & Manges LLP as to tax matters.*
23(a) -- Consent of Ernst & Young LLP.*
23(b) -- Consent of Ernst & Young LLP.*
23(c) -- Consent of Weil, Gotshal & Manges LLP (included in
exhibits 5 and 8).
24 -- Powers of Attorney (included on the signature pages to
this registration statement).
25.1 -- Form T-1 Statement of Eligibility of Trustee for
Indenture under Trust Indenture Act of 1939. (11)
</TABLE>
---------------
* Filed herewith.
(1) Incorporated by reference to the Exhibits filed with TI Tucson's Current
Report on Form 8-K dated June 22, 2000.
(2) Incorporated by reference to the Exhibits filed with Texas Instruments'
Annual Report on Form 10-K for 1993.
(3) Incorporated by reference to the Exhibits filed with Texas Instruments'
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996.
(4) Incorporated by reference to the Exhibits filed with Texas Instruments'
Registration Statement No. 333-41919 on Form S-8 filed December 10, 1997.
(5) Incorporated by reference to the Exhibits filed with Texas Instruments'
Quarterly Report on Form 10-Q for the quarter ended September 30, 1998.
(6) Incorporated by reference to the Exhibits filed with Texas Instruments'
Annual Report on Form 10-K for 1998.
(7) Incorporated by reference to the Exhibits filed with Texas Instruments'
Annual Report on Form 10-K for 1999.
(8) Incorporated by reference to the Exhibits filed with Texas Instruments'
Registration Statement on Form 8-A dated June 23, 1998.
(9) Incorporated by reference to the Exhibit filed with Texas Instruments'
Amendment No. 1 to Registration Statement on Form 8-A, dated September 23,
1998.
(10) Incorporated by reference to the Exhibits filed with Texas Instruments'
Registration Statement No. 333-41030 in Form S-4 dated July 7, 2000.
(11) Incorporated by reference to TI Tucson's Current Report on Form 8-K filed
February 25, 2000.
