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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>/in/edgar/work/20000831/0000950134-00-007568/0000950134-00-007568.txt : 20000922
<SEC-HEADER>0000950134-00-007568.hdr.sgml : 20000922
ACCESSION NUMBER:		0000950134-00-007568
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20000824
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20000831

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TEXAS INSTRUMENTS INC
		CENTRAL INDEX KEY:			0000097476
		STANDARD INDUSTRIAL CLASSIFICATION:	 [3674
]		IRS NUMBER:				750289970
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		8-K
			SEC ACT:		
			SEC FILE NUMBER:	001-03761
			FILM NUMBER:		714757
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		8505 FOREST LANE
				STREET 2:		P O BOX 660199
				CITY:			DALLAS
				STATE:			TX
				ZIP:			75266
				BUSINESS PHONE:		9729953773
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					CITY:			DALLAS
					STATE:			TX
					ZIP:			75265
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d80039e8-k.txt
<DESCRIPTION>FORM 8-K
<TEXT>

<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                             ---------------------


                                    FORM 8-K

                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934



        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 24, 2000



                         TEXAS INSTRUMENTS INCORPORATED
               (Exact name of Registrant as specified in charter)


<TABLE>
<S>                                           <C>                                    <C>
                DELAWARE                             001-03761                             750289970
      (State or other jurisdiction            (Commission file number)                 (I.R.S. employer
           of incorporation)                                                          identification no.)
</TABLE>


                               12500 TI BOULEVARD
                                 P.O. BOX 660199
                            DALLAS, TEXAS 75266-0199
                    (Address of principal executive offices)

       Registrants' telephone number, including area code: (972) 995-3773



                             ---------------------

<PAGE>   2

ITEM 2.  OTHER EVENTS.

         On August 24, 2000, pursuant to that certain Agreement and Plan of
Merger (the "Merger Agreement") dated as of June 21, 2000, by and among Texas
Instruments Incorporated ("TI"), Burr-Brown Corporation ("Burr-Brown") and Burma
Acquisition Corp., a wholly owned subsidiary of TI ("Burma"), Burma was merged
with and into Burr-Brown (the "Merger"). Burr-Brown was the surviving
corporation of the Merger and became a wholly owned subsidiary of TI. In
accordance with the Merger Agreement, the outstanding common stock of
Burr-Brown, and common stock issuable under options and convertible notes,
was converted into the right to receive approximately 88 million shares of TI
common stock. The Merger has been accounted for as a "pooling of interests"
under generally accepted accounting principles.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

                  (c)      Exhibits.

99.1                       -             Press Release dated as of August 25,
                                         2000, announcing the closing of the
                                         Merger.



                                       2
<PAGE>   3

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       TEXAS INSTRUMENTS INCORPORATED




Date:  August 31, 2000                 By: /s/ WILLIAM A. AYLESWORTH
                                           --------------------------------
                                            William A. Aylesworth,
                                            Senior Vice President
                                            Treasurer and
                                            Chief Financial Officer


                                       3
<PAGE>   4

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                   DESCRIPTION
- --------                 -----------
<S>            <C>
 99.1          Press Release dated as of August 25, 2000, announcing the closing
               of the merger.
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>d80039ex99-1.txt
<DESCRIPTION>PRESS RELEASE DATED AUGUST 25, 2000
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 99.1


News Release

C-00044


         TEXAS INSTRUMENTS CLOSES ACQUISITION OF BURR-BROWN CORPORATION


         MOVE COMBINES HIGH-PERFORMANCE EXPERTISE WITH ANALOG LEADERSHIP
                    TO ADDRESS THE NEEDS OF THE INTERNET ERA


         Dallas (August 25, 2000) - Texas Instruments (TI) Incorporated (NYSE:
TXN) announced today that it has finalized its acquisition of Burr-Brown
Corporation (NASDAQ: BBRC) in a stock-for-stock transaction. With this
acquisition, TI now provides customers with the broadest range of
high-performance analog products in the market.

         Burr-Brown is an elite developer of analog semiconductors, principally
in the data converter and amplifier segments of the market. It designs data
converters at the highest end of the precision and speed range, including 24-bit
converters. Data converters and amplifiers are key to new and emerging
applications, such as 3G (third generation) wireless phones, DSL (digital
subscriber line) modems, Internet audio players and digital consumer audio
systems. Analog is one of the largest sectors in the semiconductor industry and
is expected to grow more than 25 percent this year, according to industry
analyst Dataquest.

         TI plans to integrate its advanced process technologies with
Burr-Brown's design expertise to develop products for applications that require
the highest levels of precision and performance. Furthermore, TI's world leading
DSP expertise will provide Burr-Brown's high performance analog semiconductors
access to many new applications. The makers of Internet appliances and
communications systems will have the best of both worlds in one company, with
complementary components that optimally meet their total signal processing
requirements. The combined force of analog and DSP technical field experts will
deliver unmatched support as customers develop their systems. Together, TI and
Burr-Brown provide more analog field-based engineers than any other supplier.

         TI will issue 1.3 shares of its common stock for each outstanding share
of Burr-Brown common stock. Likewise, each share of Burr-Brown stock issuable
under options and convertible notes will become convertible into 1.3 shares of
TI common stock.




                                       4

<PAGE>   2
Taking options and convertible notes into account, TI will issue approximately
88 million shares. Excluding transaction costs, the acquisition is not expected
to be material to TI's earnings per share in 2000 or 2001, and is expected to be
accretive thereafter. Burr-Brown will continue to operate in Tucson, Arizona, as
a wholly owned subsidiary of TI.

                                      # # #

         Safe Harbor Statement: Statements contained in this press release
regarding the growth of the analog segment of the semiconductor industry, the
benefits of the planned integration of Burr-Brown's operations, the effect of
the transaction on TI's earnings per share and other statements of management's
beliefs, goals and expectations may be considered "forward-looking statements"
as that term is defined in the Private Securities Litigation Reform Act of 1995,
and are subject to risks and uncertainties that could cause actual results to
differ materially from those expressed or implied by these statements.
Expectations of growth in the analog sector of the semiconductor industry are
based on analysis performed by Dataquest, an independent market analyst. The
following factors and the factors discussed in TI's most recent filings on Form
10-K and Form S-4, and Burr-Brown's most recent filing on Form 10-Q could cause
actual results of TI to differ materially from the statements contained in this
press release: the continued growth of the analog market; the ability of TI to
successfully integrate Burr-Brown's operations and capitalize on the combined
technologies; the ability to realize synergies in terms of research and
development, growth and cost savings; and the availability of the favorable tax
treatment and accounting treatment for the merger. We disclaim any intention or
obligation to update any forward-looking statements as a result of developments
occurring after the date of this press release.

         Texas Instruments Incorporated is the world leader in digital signal
processing and analog technologies, the semiconductor engines of the Internet
age. The company's businesses also include materials and controls, and
educational and productivity solutions. TI is headquartered in Dallas, Texas,
and has manufacturing or sales operations in more than 25 countries.

         Texas Instruments is traded on the New York Stock Exchange under the
symbol TXN. The company's web site is www.ti.com



                                       5
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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