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BANKERS TRUST COMPANY
One Bankers Trust Plaza
New York, New York 10006
Damian P. Reitemeyer Mailing Address:
Vice President P.O. Box 318
Telephone: 212-250-4599 Church Street Station
New York, NY 10008
February 14, 1996
Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk
Dear Sirs:
Re: Filing of Schedule 13G on
Texas Instruments Inc.
Pursuant to Rule 13d-1 of the General Rules and Regulations
under the Securities Exchange Act of 1934, the following is
one copy of the Schedule 13G with respect to the common
stock of the above referenced corporation.
Please acknowledge your receipt of the Schedule 13G filing
submission through the EDGAR-Link System software, by E-Mail
confirmation.
Sincerely,
Damian P. Reitemeyer
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.2)*
Texas Instruments Inc.
_______________________________________
NAME OF ISSUER:
Common Stock (Par Value $1.00)
_______________________________________
TITLE OF CLASS OF SECURITIES
882508104
_______________________________________
CUSIP NUMBER
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person s initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior
cover page.
The information required in the remainder of this cover page
shall not be deemed to be filed for the purpose of Section
18 of the Securities Exchange Act of 1934 ( Act ) or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on following page(s))
Page 1 of 8 Pages
CUSIP No. 882508104 Page 2 of 8 Pages
1.NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bankers Trust New York Corporation and its wholly-owned
subsidiary, Bankers Trust Company, (as Trustee for various
trusts, and employee benefit plans, and investment advisor),
and its indirectly wholly owned subsidiaries BT Variable,
Inc. and Bankers Trust International, PLC. 13-6180473
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [ ]
(B) [x]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
Bankers Trust New York Corporation, Bankers Trust
Company, and BT Variable Inc. are New York Corporations.
Bankers Trust International PLC is a London Corporation.
NUMBER OF 5. SOLE VOTING POWER
SHARES Bankers Trust Company 2,067,063 shares
BT Variable Inc. 0 shares
Bankers Trust International PLC 35,200 shares
2,102,263 shares
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY Bankers Trust Company 8,000 shares
BT Variable Inc. 27,000 shares
Bankers Trust International PLC 0 shares
35,000 shares
EACH 7. SOLE DISPOSITIVE POWER
REPORTING Bankers Trust Company 3,614,135 shares
BT Variable Inc. 27,000 shares
Bankers Trust International PLC 35,200 shares
3,676,335 shares
PERSON 8. SHARED DISPOSITIVE POWER
WITH Bankers Trust Company 6,000 shares
BT Variable Inc. 0 shares
Bankers Trust International PLC 0 shares
6,000 shares
CUSIP No. 882508104 Page 3 of 8 Pages
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Bankers Trust Company 3,620,135 shares
BT Variable Inc. 27,000 shares
Bankers Trust International PLC 35,200 shares
3,682,335 shares
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES
CERTAIN SHARES *
[X]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Bankers Trust Company 1.9%
BT Variable Inc. 0.0%
Bankers Trust International PLC 0.0%
1.9%
12.TYPE OF REPORTING PERSON *
Bankers Trust New York Corporation - HC
Bankers Trust Company - BK
BT Variable, Inc. - IC
Bankers Trust International PLC - CO
CUSIP No. 882508104 Page 4 of 8 Pages
DISCLAIMER OF BENEFICIAL OWNERSHIP
THE FILING OF THIS SCHEDULE G STATEMENT SHALL NOT BE
CONSTRUED AS AN ADMISSION THAT BANKERS TRUST NEW YORK
CORPORATIONS OR BANKERS TRUST COMPANY, AS TRUSTEE (THE BANK
), IS, FOR THE PURPOSE OF SECTION 13(g) OF THE SECURITIES
AND EXCHANGE ACT OF 1934, OR FOR ANY OTHER PURPOSE, THE
BENEFICIAL OWNER OF THE SECURITIES SET FORTH IN ITEM 4(a)
(iv) HEREOF.
Item 1(a) NAME OF ISSUER:
Texas Instruments Inc.
Item 1(b) ADDRESS OF ISSUER S PRINCIPAL EXECUTIVE
OFFICES:
13500 North Central Expressway
P.O. Box 655474
Dallas, TX 75265-5474
Item 2(a) NAME OF PERSON FILING:
Bankers Trust New York Corporation, and its
wholly-owned subsidiary, Bankers Trust Company, as
Trustee for various trusts, and employee benefit
plans, and investment advisor, and indirectly
wholly-owned subsidiaries BT Variable, Inc. and
Bankers Trust International, PLC
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
280 Park Avenue
New York, New York 10017
Item 2(c) CITIZENSHIP:
Bankers Trust New York Corporation, Bankers Trust
Company, as Trustee for various trusts, and
employee benefit plans, and investment
advisor, and BT Variable, Inc. are corporations
incorporated in the State of New York with their
principal business offices located in New York.
Bankers Trust International, PLC, is incorporated
in England with its principal business office
located in London.
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock (Par Value $1.00) of Texas
Instruments Inc., a Delaware corporation.
Item 2(e) CUSIP NUMBER:
882508104
CUSIP No. 882508104 Page 5 of 8 Pages
Item 3 THE PERSON FILING IS A:
For Bankers Trust New York Corporation,
(g) [X] Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G)
For Bankers Trust Company, and Bankers Trust
International PLC
(b) [X] Bank as defined in section 3(a)(6) of the Act.
For BT Variable Inc.,
(c) [X] Insurance Company as defined in Section
3(a)(19) of the Act
Item 4 OWNERSHIP:
(a) Amount Beneficially Owned:
As of December 31, 1995:
(i) Bankers Trust Company, as Trustee for various
trusts, and employee benefit plans, investment advisor
(the Bank ) was the beneficial owner of 3,620,135
shares of common stock;
(ii) Bankers Trust International PLC, a wholly owned
subsidiary of Bankers Trust Company was the beneficial
owner of 35,200 shares of common stock;
(iii) BT Variable, Inc., a wholly owned subsidiary of
Bankers Trust Company was the beneficial owner of
27,000 shares of common stock;
(iv) Bankers Trust Company was alsothe record owner of
17,095,662 shares held by the Bank as Trustee of the
Texas Instruments Inc. Employee Universal Profit
Sharing Plan (the Plan ) with respect to which the
bank disclaims beneficial ownership.
The Plan states that each Plan participant shall have
the right to direct the manner in which shares of common
stock shall be voted at all stockholders meetings. The
Department of Labor has expressed the view that, under
certain circumstances, ERISA may require the Trustee to vote
shares which are not allocated to participants accounts and
unvoted shares. Since, in the view of the Bank and Bankers
Trust New York Corporation, such voting power is merely a
residual power based upon the occurrence of an unlikely
contingency and is not a sole or shared power to vote the
securities, the Bank and Bankers Trust New York Corporation
hereby disclaim beneficial ownership of such securities.
CUSIP No. 882508104 Page 6 of 8 Pages
(b) PERCENT OF CLASS:
The common stock described in Item 4(a) above as to
which the Bank, as trustee, BT Variable, Inc., and Bankers
Trust International PLC acknowledges beneficial ownership
constitutes 1.9% of the Issuer s outstanding Common Stock.
The Common Stock as to which the Bank disclaims beneficial
ownership constitutes 9.1% of the Issuer s outstanding
Common Stock.
(c) Number of shares as to which the Bank has:
(i) sole power to vote or to direct the
vote -
Bankers Trust Company, as trustee for various
trusts, and employee benefit plans 2,067,063
shares
BT Variable Inc. 0 shares
Bankers Trust International PLC 35,200 shares
TOTAL SHARES 2,102,263
(ii) shared power to vote or to direct the
vote -
Bankers Trust Company, as trustee for various
trusts, and employee benefit plans 8,000 shares
BT Variable Inc. 27,000 shares
Bankers Trust International PLC 0 shares
TOTAL SHARES 35,000
(iii) sole power to dispose or to direct the
disposition of -
Bankers Trust Company, as trustee for various
trusts, and employee benefit plans 3,614,135
shares
BT Variable Inc. 27,000 shares
Bankers Trust International PLC 35,200 shares
TOTAL SHARES 3,676,335
(iv) shared power to dispose or to direct
the disposition of -
Bankers Trust Company, as trustee for various
trusts, and employee benefit plans 6,000 shares
BT Variable Inc. 0 shares
Bankers Trust International PLC 0 shares
TOTAL SHARES 6,000
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:[ ]
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF
OF ANOTHER PERSON:
The Issuer s Plan, and various trusts, and
employee benefit plan for which the Bank serves as
Trustee, and accounts for which the Bank serves as
investment advisor, have the right to receive
and/or the power to direct the receipt of
dividends from, or the proceeds from the sale of,
such securities.
CUSIP No. 882508104 Page 7 of 8 Pages
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY:
See Item 3 above.
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS
OF THE GROUP:
Not applicable.
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
CUSIP No. 882508104 Page 8 of 8 Pages
Item 10 CERTIFICATION:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purpose or
effect.
SIGNATURE:
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Date: as of December 31, 1995
Signature: Bankers Trust New York Corporation
By: /s/James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
Signature: Bankers Trust Company, as Trustee for various
trusts, and employee benefit plans, and investment advisor.
By: /s/James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
Signature: BT Variable Inc.
By: /s/Myles Tashman
Name: Myles Tashman
Title: Secretary
Signature: Bankers Trust International PLC
By: /s/Claire Backhouse
Claire Backhouse
Title: Secretary
EXHIBIT TO ITEM 7
The chain of ownership from Bankers Trust New York
Corporation to Bankers Trust Company is shown below:
Bankers Trust New York Corporation
|
100%
|
Bankers Trust Company
EXHIBIT TO ITEM 7
The chain of ownership from Bankers Trust New York
Corporation to BT Variable, Inc. is shown below:
Bankers Trust New York Corporation
|
100%
|
Bankers Trust Company
|
100%
|
Whitewood Properties Corp
|
100%
|
BT Variable, Inc.
EXHIBIT TO ITEM 7
The chain of ownership from Bankers Trust New York
Corporation to Bankers Trust International PLC is shown
below:
Bankers Trust New York Corporation
|
100%
|
Bankers Trust Company
|
100%
|
Bankers International Corporation
|
100%
|
BT Holdings (Europe) Limited
|
100%
|
Bankers Trust Holdings (UK) Limited
|
100%
|
Bankers Trust Investments PLC
|
100%
|
Bankers Trust International PLC