SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(1)
(Amendment No. 2)*
MICRON TECHNOLOGY, INC.
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
595112-10-3
(CUSIP Number)
F. Thomas Dunlap
Vice President, General Counsel and Secretary
Intel Corporation
2200 Mission College Boulevard
Santa Clara, CA 95052
Telephone: (408) 765-8080
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 12, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D and is filing this schedule because of Rule 13d-
1 (e), 13d-1 (f) or 13d-1 (g), check the following box [ ].
*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 (the "Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act.
Page 1 of 11 Pages
<PAGE>
CUSIP No. 595112-10-3 Schedule 13D Page 2 of 11
1. NAME OF REPORTING PERSON: INTEL CORPORATION
S.S. or I.R.S. IDENTIFICATION NO. OF 94-1672743
ABOVE PERSON:
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP** (a)[ ]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE
7. SOLE VOTING POWER: 25,476,254(1)
NUMBER OF
SHARES 8. SHARED VOTING POWER: N/A
BENEFICIALLY
OWNED BY EACH 9. SOLE DISPOSITIVE POWER: 25,476,254(1)
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER: N/A
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 25,476,254(1)
REPORTING PERSON:
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES** [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 4.6%
(11):
14. TYPE OF REPORTING PERSON: CO
**SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 595112-10-3 Schedule 13D Page 3 of 11
Intel Corporation ("Intel" or the "Reporting Person") hereby
amends its statement on Schedule 13D filed with the Securities
and Exchange Commission on October 27, 1998, as previously
amended, with respect to the Common Stock of Micron Technologies,
Inc. ("Micron" or "Issuer").
ITEM 2. Identity and Background.
(a) Name of Person Filing:
Intel Corporation (the "Reporting Person")
(b) Address of Principal Business Office:
2200 Mission College Boulevard
Santa Clara, CA 95052-8119
(c) Principal Business:
Manufacturer of microcomputer components,
modules and systems.
(d) Criminal Proceedings:
During the last five years, neither the
Reporting Person nor any executive officer or
director of the Reporting Person has been
convicted in any criminal proceeding.
(e) Civil Proceedings:
During the last five years, neither the
Reporting Person nor any executive officer or
director of the Reporting Person has been party
to any civil proceeding of a judicial or
administrative body of competent jurisdiction
as a result of which such person was or is
subject to any judgment, decree or final order
enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or
State securities laws or finding any violation
with respect to such laws.
(f) Place of Organization:
Delaware
Attached hereto as Appendix A is information required
by this Item 2 with respect to the executive officers
and directors of the Reporting Person. All such
individuals are U.S. citizens, except as otherwise
indicated on Appendix A.
<PAGE>
CUSIP No. 595112-10-3 Schedule 13D Page 4 of 11
ITEM 4. Purpose of the Transaction.
The Reporting Person presently holds the Securities as
an investment. Depending upon the Reporting Person's
evaluation of market conditions, market price,
alternative investment opportunities, liquidity needs
and other factors, the Reporting Person will from time
to time explore opportunities for liquidating all or a
portion of the Securities, through one or more sales
pursuant to public or private offerings or otherwise.
The Reporting Person may determine to retain some
portion of the Securities as an investment.
ITEM 5. Interest in Securities of the Issuer.
(a) Number of Shares 25,476,254(1)
Beneficially Owned:
Right to Acquire: N/A
Percent of Class: 4.6% of the
Issuer's
outstanding Common
Stock (based upon
554,824,850 shares
of Common Stock
outstanding(1), as
reported by the
Issuer in its Form
10-Q for the
quarter ended
March 2, 2000 and
assuming the
conversion of
31,620,554 shares
of Class A Common
Stock issued to
the Reporting
Person pursuant to
the Securities
Purchase Agreement
between the Issuer
and the Reporting
Person dated
October 15, 1998,
previously filed).
(b) Sole Power to Vote, Direct 25,476,254(1)
the Vote of, or Dispose of
Shares:
(1) The Reporting Person owns Class A Common Stock that
automatically converts into Common Stock upon sale or transfer
except for certain sales or transfers specified in the Issuer's
Certificate of Amendment of the Certificate of Incorporation. The
Reporting Person may also earlier convert at its option. All
share amounts reported have been adjusted for the 2:1 stock split
effective May 1, 2000 as reported by the Issuer in Form 10Q for
the quarter ended March 2, 2000.
<PAGE>
CUSIP No. 595112-10-3 Schedule 13D Page 5 of 11
(c) Recent Transactions: On May 12, 2000
the Reporting
Person sold in
multiple
transactions
between May 4,
2000 and May 12,
2000, an aggregate
of 6,144,300
shares of Common
Stock. All shares
were sold pursuant
to Rule 144
promulgated under
the Securities Act
of 1933, as
amended.
(d) Rights with Respect to N/A
Dividends or Sales
Proceeds:
(e) Date of Cessation of Five May 12, 2000
Percent Beneficial
Ownership:
<PAGE>
CUSIP No. 595112-10-3 Schedule 13D Page 6 of 11
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.
Dated as of May 15, 2000.
INTEL CORPORATION
/s/F. Thomas Dunlap, Jr.
By: ------------------------
F. Thomas Dunlap, Jr.
Vice President, General
Counsel and Secretary
<PAGE>
CUSIP No. 595112-10-3 Schedule 13D Page 7 of 11
APPENDIX A
DIRECTORS
The following is a list of all Directors of Intel Corporation and
certain other information with respect to each Director. All
Directors are United States citizens except as indicated below.
Name: Craig R. Barrett
Business Intel Corporation, 2200 Mission College
Address: Boulevard, Santa Clara, CA 95052
Principal President and Chief Executive Officer
Occupation:
Name, principal Intel Corporation, a manufacturer of
business and microcomputer components, modules and systems.
address of 2200 Mission College Boulevard
corporation or Santa Clara, CA 95052
other
organization in
which employment
is conducted:
Name: John Browne
Business BP Amoco p.l.c., Britannic House, 1 Finsbury
Address: Circus, London EC2M 7BA
Principal Group Chief Executive
Occupation:
Name, principal BP Amoco p.l.c., an integrated oil company.
business and Britannic House, 1 Finsbury Circus
address of London EC2M 7BA
corporation or
other
organization in
which employment
is conducted:
Citizenship: British
<PAGE>
CUSIP No. 595112-10-3 Schedule 13D Page 8 of 11
Name: Winston H. Chen
Business Paramitas Foundation, 3945 Freedom Circle,
Address: Suite 760, Santa Clara, CA 95054
Principal Chairman
Occupation:
Name, principal Paramitas Foundation, a charitable foundation.
business and 3945 Freedom Circle, Suite 760
address of Santa Clara, CA 95054
corporation or
other
organization in
which employment
is conducted:
Name: Andrew S. Grove
Business Intel Corporation, 2200 Mission College
Address: Boulevard, Santa Clara, CA 95052
Principal Chairman of the Board of Directors
Occupation:
Name, principal Intel Corporation, a manufacturer of
business and microcomputer components, modules and systems.
address of 2200 Mission College Boulevard
corporation or Santa Clara, CA 95052
other
organization in
which employment
is conducted:
Name: D. James Guzy
Business Arbor Company, 1340 Arbor Road, Menlo Park, CA
Address: 94025
Principal Chairman
Occupation:
Name, principal Arbor Company, a limited partnership engaged
business and in the electronics and computer industry.
address of 1340 Arbor Road
corporation or Menlo Park, CA 94025
other
organization in
which employment
is conducted:
<PAGE>
CUSIP No. 595112-10-3 Schedule 13D Page 9 of 11
Name: Gordon E. Moore
Business Intel Corporation, 2200 Mission College
Address: Boulevard, Santa Clara, CA 95052
Principal Chairman Emeritus of the Board of Directors
Occupation:
Name, principal Intel Corporation, a manufacturer of
business and microcomputer components, modules and systems.
address of 2200 Mission College Boulevard
corporation or Santa Clara, CA 95052
other
organization in
which employment
is conducted:
Name: David S. Pottruck
Business The Charles Schwab Corporation, 101 Montgomery
Address: Street, San Francisco, CA 94104
Principal President and Co-Chief Executive Officer
Occupation:
Name, principal The Charles Schwab Corporation, a financial
business and services provider
address of 101 Montgomery Street
corporation or San Francisco, CA 94104
other
organization in
which employment
is conducted:
Name: Jane E. Shaw
Business AeroGen, Inc., 1310 Orleans Drive, Sunnyvale,
Address: CA 94089
Principal Chairman and Chief Executive Officer
Occupation:
Name, principal AeroGen, Inc., a private company specializing
business and in controlled delivery of drugs to the lungs
address of 1310 Orleans Drive
corporation or Sunnyvale, CA 94089
other
organization in
which employment
is conducted:
<PAGE>
CUSIP No. 595112-10-3 Schedule 13D Page 10 of 11
Name: Leslie L. Vadasz
Business Intel Corporation, 2200 Mission College
Address: Boulevard, Santa Clara, CA 95052
Principal Executive Vice President; President, Intel
Occupation: Capital
Name, principal Intel Corporation, a manufacturer of
business and microcomputer components, modules and systems.
address of 2200 Mission College Boulevard
corporation or Santa Clara, CA 95052
other
organization in
which employment
is conducted:
Name: David B. Yoffie
Business Harvard Business School, Morgan Hall 215,
Address: Soldiers Field Park Road, Boston, MA 02163
Principal Max and Doris Starr Professor of International
Occupation: Business Administration
Name, principal Harvard Business School, an educational
business and institution.
address of Morgan Hall 215,Soldiers Field Park Road
corporation or Boston, MA 02163
other
organization in
which employment
is conducted:
Name: Charles E. Young
Business University of Florida, 226 Tigert Hall, P.O.
Address: Box 113150, Gainesville, FL 32610
Principal Interim President of the University of Florida
Occupation:
Name, principal University of Florida
business and 226 Tigert Hall
address of P.O. Box 113150
corporation or Gainesville, FL 32610
other
organization in
which employment
is conducted:
<PAGE>
CUSIP No. 595112-10-3 Schedule 13D Page 11 of 11
EXECUTIVE OFFICERS
The following is a list of all executive officers of Intel
Corporation excluding executive officers who are also directors.
Unless otherwise indicated, each officer's business address is
2200 Mission College Boulevard, Santa Clara, California 95052-
8119, which address is Intel Corporation's business address.
Name: Paul S. Otellini
Title: Executive Vice President; General Manager, Intel
Architecture Business Group
Name: Gerhard H. Parker
Title: Executive Vice President; General Manager, New
Business Group
Name: Andy D. Bryant
Title: Senior Vice President, Chief Financial and Enterprise
Services Officer
Name: Sean M. Maloney
Title: Senior Vice President; Director, Sales and Marketing
Group
Name: Michael R. Splinter
Title: Senior Vice President; General Manager, Technology
and Manufacturing Group
Name: Albert Y. C. Yu
Title: Senior Vice President; General Manager,
Microprocessor Products Group
Name: F. Thomas Dunlap, Jr.
Title: Vice President, General Counsel and Secretary
Name: Arvind Sodhani
Title: Vice President, Treasurer
