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) January 25, 1996
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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.)
13500 North Central Expressway
P. O. Box 655474, Dallas, Texas 75265
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(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code 214-995-2551
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ITEM 7. Exhibits.
Designation of
Exhibit in
this Report Description of Exhibit
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4(c) Form of Note
12 Computation of Ratio of Earnings to Fixed
Charges and Ratio of Earnings to Combined
Fixed Charges and Preferred Stock Dividends
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 thereunto duly authorized.
TEXAS INSTRUMENTS INCORPORATED
By O. WAYNE COON
O. Wayne Coon
Chief Corporate Counsel and
Assistant Secretary
Date: January 25, 1996
Exhibit Index
Designation of
Exhibit in Paper (P)
this Report Description of Exhibit or Electronic (E)
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4(c) Form of Note E
12 Computation of Ratio of Earnings E
to Fixed Charges and Ratio of
to Combined Fixed Earnings
Charges to Preferred Stock Dividends
EXHIBIT 4(c)
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[FORM OF FACE OF NOTE]
Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to Issuer or its agent for registration of transfer, exchange
or payment, and any certificate issued is registered in the name of Cede
& Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such
other entity as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE OF OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.
No. __________ $__________
TEXAS INSTRUMENTS INCORPORATED
_______ % NOTE DUE 200_
TEXAS INSTRUMENTS INCORPORATED, a Delaware corporation (the
"Issuer"), for value received hereby promises to pay to Cede and Co. or
registered assigns, at the office or agency of the Issuer in the Borough
of Manhattan, The City of New York, the principal sum of $__________ on
February 1, 200_, in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment
of public and private debts, and to pay interest, semiannually on
February 1 and August 1 of each year, commencing August 1, 1996, on said
principal sum at said office or agency, in like coin or currency, at the
rate per annum specified in the title of this Note, from the February 1
or August 1, as the case may be, next preceding the date of this Note to
which interest has been paid or duly provided for, unless the date
hereof is a date to which interest has been paid or duly provided for,
in which case from the date of this Note, or unless no interest as been
paid or duly provided for on these Notes, in which case from February 1,
1996, until payment of said principal sum has been made or duly provided
for; provided, that payment of interest may be made at the option of the
Issuer by check mailed to the address of the Person entitled thereto as
such address shall appear on the Security register. Notwithstanding the
foregoing, if the date hereof is after the 15th day of January or July,
as the case may be, and before the following February 1 or August 1,
this Note shall bear interest from such February 1 or August 1,
provided, that if the Issuer shall default in the payment of interest
due on such February 1 or August 1, then this Note shall bear interest
from the next preceding February 1 or August 1, to which interest has
been paid or duly provided or, if no interest has been paid or duly
provided for on these Notes, from February 1, 1996. The interest so
payable on any February 1 or August 1 will, subject to certain
exceptions provided in the Indenture referred to on the reverse hereof,
be paid to the Person in whose name this Note is registered at the close
of business on the January 15 or July 15, as the case may be, next
preceding such February 1 or August 1.
Reference is made to the further provisions of this Note set forth
on the reverse hereof. Such further provisions shall for all purposes
have the same effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed by
the Trustee under the Indenture referred to on the reverse hereof.
IN WITNESS WHEREOF, Texas Instruments Incorporated has caused this
instrument to be signed by facsimile by its duly authorized officers and
has caused a facsimile of its corporate seal to be affixed hereunto or
imprinted hereon.
Dated:
TEXAS INSTRUMENTS INCORPORATED
[CORPORATE SEAL] By _______________________________________
By _______________________________________
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Securities of the series designated herein
referred to in the within-mentioned Indenture.
CHEMICAL BANK,
as Trustee
By _________________________
[FORM OF REVERSE OF NOTE]
TEXAS INSTRUMENTS INCORPORATED
_____% NOTE DUE 200_
This Note is one of a duly authorized issue of unsecured
debentures, notes or other evidences of indebtedness of the Issuer
(hereinafter called the "Securities") of the series hereinafter
specified, all issued or to be issued under and pursuant to an indenture
dated as of April 15, 1988 (herein called the "Indenture"), duly
executed and delivered by the Issuer to Manufacturers Hanover Trust
Company, Trustee, to which Chemical Bank (herein called the "Trustee")
is successor by merger, to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the
rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Issuer and the registered holders of the
Securities (herein called the "Holders"). The Securities may be issued
in one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear
interest (if any) at different rates, may be subject to different
redemption provisions (if any), may be subject to different sinking,
purchase or analogous funds (if any) and may otherwise vary as in the
Indenture provided. This Note is one of a series designated as the
_____% Notes Due 200_ of the Issuer, limited in aggregate principal
amount to $________ (the "Notes").
In case an Event of Default, as defined in the Indenture, with
respect to the Notes shall have occurred and be continuing, the
principal hereof may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and subject to
the conditions provided in the Indenture.
The Indenture contains provisions permitting the Issuer and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities at the time Outstanding (as
defined in the Indenture) of all series to be affected (voting as one
class), evidenced as in the Indenture provided, to execute supplemental
indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of the
Holders of the Securities of each such series; provided, however, that
no such supplemental indentures shall (i) extend the final maturity of
any Security, or reduce the principal amount thereof (including any
premium thereon) or reduce the rate or extend the time of payment of any
interest thereon, or reduce any amount payable on redemption thereof, or make
the principal (including any premium) thereof, or interest thereon,
payable in any coin or currency other than that provided in the
Securities or in accordance with the terms thereof, or impair or affect
the right of any Holder to institute suit for the payment thereof,
without the consent of the Holder of each Security so affected, or
(ii) reduce the aforesaid percentage of Securities of any series, the
consent of the Holders of which is required for any such supplemental
indenture, without the consent of the Holders of each Security affected.
It is also provided in the Indenture that, with respect to certain
defaults or Events of Default regarding the Securities of any series,
prior to any declaration accelerating the maturity of such Securities,
the Holders of a majority in aggregate principal amount Outstanding of
the Securities of such series (or, in the case of certain defaults or
Events of Default, all or certain series of the Securities) may on
behalf of the Holders of all the Securities of such series (or all or
certain series of the Securities, as the case may be) waive any such
past default or Event of Default and its consequences. The preceding
sentence shall not, however, apply to a default in the payment of the
principal (including any premium) of or interest on any of the
Securities. Any such consent or waiver by the Holder of this Note
(unless revoked as provided in the Indenture) shall be conclusive and
binding upon such Holder and upon all future Holders and owners of this
Note and any Notes which may be issued in exchange or substitution
herefor, irrespective of whether or not any notation thereof is made
upon this Note or such other Notes.
The provisions for defeasance contained in Section 10.1(B) of
the Indenture shall not apply to the Notes.
No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal (including any
premium) and interest on this Note in the manner, at the respective
times, at the rate and in the coin or currency herein prescribed.
The Notes are not redeemable prior to maturity.
The Notes are being issued by means of a book-entry system, with no
physical distribution of certificates to be made except as provided in
the Indenture. The Notes are issuable only in registered form, without
coupons. One certificate will be issued for each $200,000,000 aggregate
principal amount or portion thereof of the Notes, each registered in the
name of the Depositary Nominee. The Issuer has designated DTC as the
depositary with respect to the Notes, which has designated Cede & Co. as
its nominee. The book-entry only system will evidence positions held in
the Notes by DTC participants; beneficial ownership of the Notes in the
principal amount of $1,000, or any integral multiple thereof, shall be
evidenced in the records of such participants. Transfers of ownership
shall be effected on the records of DTC and its participants pursuant to
rules and procedures established by DTC and its participants.
The Issuer and the Trustee will recognize Cede & Co., while the
registered owner of this Note, as the owner of this Note for
all purposes, including payments of principal of and interest on this
Note, notices and voting. Transfers of principal and interest payments
to beneficial owners of this Note by participants of DTC will
be the responsibility of such participants and other nominees of such
beneficial owners. The Issuer will not be responsible or liable for
such transfers of payments or for maintaining, supervising or reviewing
the records maintained by DTC, Cede & Co., its participants or Persons
acting through such participants. While Cede & Co. is the owner of this
Note, notwithstanding any provisions herein contained to the contrary,
payments of principal of and interest on this Note shall be made in
accordance with existing arrangements among the Trustee, the Issuer and
DTC.
No recourse under or upon any obligation, covenant or agreement
contained in the Indenture or any indenture supplemental thereto or in
any Note, or because of any indebtedness evidenced thereby, shall be had
against any incorporator, as such, or against any past, present or
future stockholder, officer or director, as such, of the Issuer or of
any successor, either directly or through the Issuer or any successor,
under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance hereof and as part of the consideration for the issue hereof.
Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
_____________________________________________________________________
_____________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing ____________________ attorney to transfer
said Note on the books of the Issuer, with full power of substitution in
the premises.
Dated:_________________________
__________________________
NOTICE: The signature assignment must correspond with the name as it appears
upon the face of the within Bond in every particular, without alteration or
enlargement or any change whatsoever.
______________________________
NOTICE: The signature must be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program) pursuant
to SEC rule 17 and d-15.
EXHIBIT 12
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TEXAS INSTRUMENTS INCORPORATED AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF
EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
(Dollars in millions)
1991 1992 1993 1994 1995
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Income (loss) before income taxes
and fixed charges:
Income (loss) before cumulative
effect of accounting changes,
interest expense on loans,
capitalized interest amortized,
and provision for income taxes.......... $ (250) $ 433 $ 755 $1,098 $1,679
Add interest attributable to
rental and lease expense................ 43 42 38 40 41
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$ (207) $ 475 $ 793 $1,138 $1,720
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Fixed charges:
Total interest on loans (expensed
and capitalized).......................... $ 59 $ 57 $ 55 $ 58 $ 69
Interest attributable to rental
and lease expense......................... 43 42 38 40 41
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Fixed charges................................. $ 102 $ 99 $ 93 $ 98 $ 110
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Combined fixed charges and
preferred stock dividends:
Fixed charges............................. $ 102 $ 99 $ 93 $ 98 $ 110
Preferred stock dividends
(adjusted as appropriate to a
pretax equivalent basis)................ 34 55 29 -- --
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Combined fixed charges and
preferred stock dividends............... $ 136 $ 154 $ 122 $ 98 $ 110
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Ratio of earnings to fixed charges............ * 4.8 8.5 11.6 15.6
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Ratio of earnings to combined
fixed charges and preferred
stock dividends............................. ** 3.1 6.5 11.6 15.6
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* Not meaningful. The coverage deficiency was $309 million in 1991.
** Not meaningful. The coverage deficiency was $343 million in 1991.
