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): April 21, 1997
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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 972-995-2551
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ITEM 5. Other Events.
The information set forth in the Registrant's news release dated
April 21, 1997 (attached hereto as Exhibit 21) is incorporated herein by
reference to such news release.
ITEM 7. Exhibits.
Designation of
Exhibit in
this Report Description of Exhibit
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21 Registrant's news release
dated April 21, 1997
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: /s/ RICHARD J. AGNICH
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Richard J. Agnich,
Senior Vice President, Secretary
and General Counsel
Date: April 21, 1997
Exhibit Index
Designation of
Exhibit in Paper (P)
this Report Description of Exhibit or Electronic (E)
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21 Registrant's news release E
dated April 21, 1997
EXHIBIT 21
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News Release
C-97027
Media Contacts:
Julie Kupp Neil McGlone Linda Bernier
Vice President, Director, Corporate Manager, Europe
Investor Relations Media Relations Media Relations
Sterling Software, Inc. Texas Instruments, Inc. Texas Instruments, Inc.
(214) 981-1000 (972) 995-4961 32-27455513
julie_kupp@sterling.com news@msg.ti.com nier@msg.ti.com
(Please do not publish these numbers.)
Sterling Software to Purchase Texas Instruments Software Business
DALLAS, April 21, 1997 -- Sterling Software, Inc. (SSW-NYSE) and Texas
Instruments Incorporated (TXN-NYSE) today announced they have signed a
definitive agreement for Sterling Software to purchase Texas Instruments
Software business ("Texas Instruments Software"). The $165 million cash
transaction includes the purchase of all Texas Instruments Software assets,
including the stock of certain European subsidiaries, and the assumption of
various liabilities related to the business. Sterling Software expects to merge
this business with Sterling Software's existing applications development
business upon completion of the purchase, which is expected to be in mid-June.
Founded in the mid 1980s, Texas Instruments Software is a leading
provider of enterprise-level applications development software. The division,
headquartered in Plano, Texas, is a global organization with over 1300
employees and a distribution infrastructure that supports 30 countries
throughout North America, Europe, Asia, Latin America and Africa.
Texas Instruments Software's products, including the Composer (TM)
component-based development software product and the Performer (TM)
applications development environment, are recognized leaders in enterprise
applications development. The combination of these products with Sterling
Software's market-leading KEY(TM) family of applications development tools for
workflow modeling and business process reengineering will provide powerful
solutions to customers' needs. The combined portfolio also offers customers a
clear and easy migration path to the most advanced applications development
technologies.
"The acquisition of Texas Instruments Software brings together two market
leaders with a common vision and complementary products and technologies, "
said Sterling L. Williams, president and chief executive officer of Sterling
Software. "Texas Instruments Software is a pioneer and leader in component-
based development, clearly the most advanced and fastest growing applications
development technology. The combined businesses will offer the most cost-
effective and sophisticated solutions for mission-critical applications
development, from beginning to end."
"Texas Instruments Software has built a leading portfolio of products and
customers," said Tom Engibous, president and chief executive officer of Texas
Instruments. "With TI accelerating its focus on digital signal processing
solutions, the time is right for Texas Instruments Software to become part of a
company that is equally focused on delivering competitive products and
services to the software industry."
Bob McLendon, president of Texas Instruments Software, said, "With this
merger, Texas Instruments Software is joining a strong and successful software
company. Our customers will benefit from a combined company with leading
technology, a focus on software and a strong commitment to customer success.
Together we have a powerful capability to serve our combined base of over 1500
customers worldwide, and we will continue to provide the same commitment to
excellence in customer service and support which has made our customers
successful for nearly a decade."
For its fiscal year ended September 30, 1996, Sterling Software reported
revenue of $439.2 million, including revenue of $109.8 million from its
applications management business. For the calendar year 1996, Texas
Instruments Software reported revenue of about $250 million.
Sterling Software is a leading worldwide provider of software products
and services for applications management and systems management, as well as
highly technical professional services for the federal government. The
company is also an international distributor for certain Sterling Commerce,
Inc. (SE-NYSE) products. Sterling Software, with its headquarters in Dallas,
has a worldwide installed base of more than 20,000 customer sites and has 2600
employees in 70 offices worldwide.
Texas Instruments Incorporated, headquartered in Dallas, Texas, is one of
the world's foremost high technology companies, with sales or manufacturing
operations in more than 30 countries. TI products and services include
semiconductors, defense electronics, software productivity tools, consumer
electronics products, electrical controls, and metallurgical materials.
Composer and Performer are registered trademarks of Texas Instruments, Inc.
KEY is a registered trademark of Sterling Software, Inc.
