SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 18, 1998
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TEXAS INSTRUMENTS INCORPORATED
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(Exact name of Registrant as specified in its charter)
Delaware 1-3761
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(State of Incorporation) (Commission File No.)
75-0289970
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(I.R.S. Employer Identification No.)
8505 Forest Lane,
P. O. Box 660199, Dallas, Texas 75266-0199
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(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code (972) 995-3773
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ITEM 2. Acquisition or Disposition of Assets.
Texas Instruments Incorporated (the "Company") and Micron Technology, Inc.,
("Micron") have entered into an Acquisition Agreement (the "Agreement"), dated
as of June 18, 1998, pursuant to which the Company has agreed to sell, and
Micron has agreed to purchase, the assets of the Company's semiconductor memory
business. The Company's memory business includes substantially all of the
Company's memory assets as well as the Company's shares in its two DRAM
manufacturing joint ventures. The consideration to be paid to the Company in
connection with the sale is 28.9 million shares of common stock of Micron and
assumption by Micron of $192 million of government-sponsored debt associated
with the Company's Italian memory operations and certain other liabilities of
the Company's memory business.
The foregoing description of the Agreement is qualified in its entirety by
reference to the Agreement, a copy of which is attached as Exhibit 2.1 hereto
and is incorporated by reference herein. The press release announcing the
transaction is attached as Exhibit 99.1 hereto and is incorporated by reference
herein.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits
Exhibit 2.1 Acquisition Agreement dated as of June 18, 1998 between Texas
Instruments Incorporated and Micron Technology, Inc. (exhibit C
omitted).
Exhibit 99.1 Press release issued by Micron Technology, Inc. and Texas
Instruments Incorporated on June 18, 1998.
SIGNATURE
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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
By: /s/ O. WAYNE COON
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O. Wayne Coon
Vice President and
Assistant Secretary
Date: July 1, 1998
Exhibit Index