<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MICRON TECHNOLOGY, INC.
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
595112-4
(CUSIP Number)
Jacques K. Meguire, Esq.
Kenda K. Tomes, Esq.
SONNENSCHEIN NATH & ROSENTHAL
8000 Sears Tower
Chicago, Illinois 60606
Telephone: (312) 876-8000
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
November 1, 1995
(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(b)(3) or (4), check the following box [ ]
Check the following box if a fee is being paid with this
statement [ ].
The information required on 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.
(Continued on following page(s))
<PAGE>
CUSIP NUMBER 595112-4
_________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John R. Simplot
###-##-####
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS* OO
_________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
_________________________________________________________________
:
: (7) SOLE VOTING POWER
: 18,025,049
:________________________________
:
: (8) SHARED VOTING POWER
: -O-
NUMBER OF SHARES BENEFICIALLY :________________________________
OWNED BY EACH REPORTING :
PERSON WITH : (9) SOLE DISPOSITIVE POWER
: 18,025,049
:________________________________
:
: (10) SHARED DISPOSITIVE POWER
: -O-
________________________________:________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,025,049
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.7%
_________________________________________________________________
14 TYPE OF REPORTING PERSON IN
_________________________________________________________________
<PAGE>
CUSIP NUMBER 595112-4
_________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. R. Simplot Self-Declaration of Revocable Trust dated
December 21, 1989
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS* OO
_________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Idaho
_________________________________________________________________
:
: (7) SOLE VOTING POWER
: 11,902,651
:________________________________
:
: (8) SHARED VOTING POWER
: -O-
NUMBER OF SHARES BENEFICIALLY :________________________________
OWNED BY EACH REPORTING :
PERSON WITH : (9) SOLE DISPOSITIVE POWER
: 11,902,651
:________________________________
:
: (10) SHARED DISPOSITIVE POWER
: -O-
________________________________:________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,902,651
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7%
_________________________________________________________________
14 TYPE OF REPORTING PERSON OO
_________________________________________________________________
<PAGE>
CUSIP NUMBER 595112-4
_________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JRS Properties L.P.
EIN #82-0485383
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS* OO
_________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Idaho
_________________________________________________________________
:
: (7) SOLE VOTING POWER
: 6,122,449
:________________________________
:
: (8) SHARED VOTING POWER
: -O-
NUMBER OF SHARES BENEFICIALLY :________________________________
OWNED BY EACH REPORTING :
PERSON WITH : (9) SOLE DISPOSITIVE POWER
: 6,122,449
:________________________________
:
: (10) SHARED DISPOSITIVE POWER
: -O-
________________________________:________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,122,449
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9%
_________________________________________________________________
14 TYPE OF REPORTING PERSON PN
_________________________________________________________________
<PAGE>
CUSIP NUMBER 595112-4
_________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. R. Simplot Company
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 SOURCE OF FUNDS* OO
_________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
_________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Nevada
_________________________________________________________________
:
: (7) SOLE VOTING POWER
: 26,299,000
:________________________________
:
: (8) SHARED VOTING POWER
: -O-
NUMBER OF SHARES BENEFICIALLY :________________________________
OWNED BY EACH REPORTING :
PERSON WITH : (9) SOLE DISPOSITIVE POWER
: 26,299,000
:________________________________
:
: (10) SHARED DISPOSITIVE POWER
: -O-
________________________________:________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,299,000
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.7%
_________________________________________________________________
14 TYPE OF REPORTING PERSON CO
_________________________________________________________________
<PAGE>
CUSIP NUMBER 595112-4
_________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Simplot Canada Limited
_________________________________________________________________
2 CHECK THE APPROPRIATE BOX (a) [ ]
IF A MEMBER OF A GROUP (b) [X]
_________________________________________________________________
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 Canada
_________________________________________________________________
:
: (7) SOLE VOTING POWER
: 2,600,000
:________________________________
:
: (8) SHARED VOTING POWER
: -O-
NUMBER OF SHARES BENEFICIALLY :________________________________
OWNED BY EACH REPORTING :
PERSON WITH : (9) SOLE DISPOSITIVE POWER
: 2,600,000
:________________________________
:
: (10) SHARED DISPOSITIVE POWER
: -O-
________________________________:________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,600,000
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2%
_________________________________________________________________
14 TYPE OF REPORTING PERSON CO
_________________________________________________________________
<PAGE>
Item 1. Security and Issuer
This Amendment No. 4 to Schedule 13D, filed on behalf of
John R. Simplot, J. R. Simplot Self-Declaration of Revocable
Trust dated December 21, 1989, JRS Partnership, L.P., J. R.
Simplot Company and Simplot Canada Limited (collectively, the
"Reporting Persons"), relates to the class of common stock, $.10
par value (the "Common Stock"), of Micron Technology, Inc. a
Delaware corporation (the "Issuer"), with its principal offices
located at 8000 South Federal Way, Post Office Box 6, Boise,
Idaho 83707-0006.
Item 2. Identity and Background
The following information is given with respect to the
Reporting Persons:
The principal business address of John R. Simplot ("Mr.
Simplot") is 999 Main Street, Suite 1300, Boise, Idaho 83702.
Mr. Simplot is the sole trustee of the J. R. Simplot Self-
Declaration of Revocable Trust dated December 21, 1989 (the
"Revocable Trust") and he is the general partner of JRS
Partnership L.P., an Idaho limited partnership, (the
"Partnership"). His principal business is investment planning.
The principal business address of the Revocable Trust is 999
Main Street, Suite 1300, Boise, Idaho 83702. Mr. Simplot is the
sole trustee of the Revocable Trust. The Revocable Trust is the
sole general partner of the S-Sixteen Partnership, an Idaho
limited partnership (the "S-Sixteen Partnership"). The principal
business of the Revocable Trust is investment planning.
The principal business address of the Partnership is 999 Main
Street, Suite 1300, Boise, Idaho 83702. Mr. Simplot is the sole
general partner of the Partnership and also holds a limited
partner's interest in the Partnership. The principal business of
the Partnership is investment planning.
The principal business address of J. R. Simplot Company, a
Nevada corporation (the "Company") is 999 Main Street, Suite
1300, Boise, Idaho 83702. The principal business of the Company
is food processing, manufacturing and sales of fertilizers and
agricultural chemicals. The voting stock of the Company is owned
by members of the Simplot family. Mr. Simplot does not own any
voting stock of the Company. Information concerning the officers
and directors of the Company is included in Annex I and
incorporated herein by reference.
The principal business address of Simplot Canada Limited
("SCL") is 1400-17 Street East Brandon, Manitoba R7A 7C4 Canada.
SCL is a wholly-owned subsidiary of the Company. Information
concerning the officers and directors of SCL is included in Annex
II and incorporated herein by reference. The principal business
of SCL is fertilizer and agriculture.
None of the Reporting Persons has, during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). In addition, none of the
Reporting Persons has, during the past five years, been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a 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.
Mr. Simplot is a citizen of the United States of America.
The Revocable Trust and the Partnership are entities organized
under the laws of the State of Idaho. The Company is an entity
organized under the laws of the State of Nevada. SCL is
organized under the laws of the Canada.
Item 3. Source and Amount of Funds or Other Consideration
The Common Stock listed in Item 5 were acquired with the
following sources of funds:
On November 1, 1995, Mr. Simplot, as trustee and settlor of
the Revocable Trust, distributed 6,000,000 shares of Common Stock
(the "Transferred Shares"), which are the subject of this
Schedule 13D filing, from the Revocable Trust to himself.
Immediately thereafter, Mr. Simplot contributed the Transferred
Shares to the Partnership. The consideration paid by the
Partnership to Mr. Simplot for the Transferred Shares was a
general partner's interest and a limited partner's interest in
the Partnership.
On November 7, 1995, the S-Sixteen Partnership purchased
122,500 shares of Common Stock with funds contributed by the
Revocable Trust. On November 8, 1995, the S-Sixteen Partnership
contributed 122,449 shares of Common Stock to the Partnership.
The consideration paid by S-Sixteen Partnership for the 122,500
shares of Common Stock purchased on November 7, 1995 was
$8,463,770, including commissions. On November 6, 1995, the
Revocable Trust borrowed such amount from Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch") under a customary
margin loan, pursuant to a previously-reported Cash Management
Account Agreement dated January 11, 1990 between the Revocable
Trust and Merrill Lynch ("CMA Agreement"), and contributed such
amount to the S-Sixteen Partnership. The consideration paid by
the Partnership to the S-Sixteen Partnership for the 122,449
shares of Common Stock was a limited partner's interest in the
Partnership.
Mr. Simplot and the Revocable Trust acquired the Common
Stock listed in Item 5 with personal funds and funds provided
pursuant to the previously-reported CMA Agreement. Pursuant to
the CMA Agreement, the Revocable Trust pledged all its assets to
Merrill Lynch to secure its margin loans. Pursuant to a
Continuing Guarantee Unlimited dated November 1, 1995, Mr.
Simplot guaranteed the payment to Merrill Lynch of: (1) all
commissions, fees, expenses or charges which Merrill Lynch may
incur in the execution of the Revocable Trust's orders; (2) the
purchase price or delivery of all securities purchased by the
Revocable Trust with funds borrowed from Merrill Lynch; and
(3) any losses which Merrill Lynch may sustain on the Revocable
Trust's accounts. Pursuant to the Supplemental Agreement for
Borrowing Against Shelf-registered, Control or Restricted
Securities dated November 1, 1995, the Partnership pledged the
6,122,449 shares of Common Stock held by the Partnership as
collateral to secure all customary margin loans extended by
Merrill Lynch to the Revocable Trust.
The Company acquired the Common Stock listed in Item 5
pursuant to the merger of Simplot Financial Corporation ("SFC")
into the Company. SFC acquired the Common Stock from the Issuer
pursuant to private placement offerings.
SCL acquired to Common Stock listed in Item 5 with working
capital in the amount of $17,095,000.
Item 4. Purpose of Transaction
The securities listed in Item 5 as held by each Reporting
Person are held for investment purposes. Subject to availability
and price, and subject to applicable laws and regulations, each
of the Reporting Persons may acquire additional shares of Common
Stock or dispose of shares of Common Stock owned by such
Reporting Person at any time or from time to time.
Except as set forth in this Item 4, the Reporting Persons
have no other present plans or proposals that relate to or that
could result in any of the actions specified in clauses (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) Mr. Simplot beneficially owns an aggregate of
18,025,049 shares of Common Stock consisting of (x) 6,122,449
shares held by the Partnership, (y) 11,902,600 shares held in the
Revocable Trust, and (z) 51 shares held by the S-Sixteen
Partnership. Mr. Simplot has the sole power to dispose of, and
the sole power to direct the vote of, the 18,025,049 shares of
Common Stock. Such shares represent 8.7% of the outstanding
Common Stock, based on the number of shares of Common Stock
outstanding on August 31, 1995 as reported on the Issuer's Annual
Report on Form 10-K for the fiscal year ended August 31, 1995
(the "Issuer's Form 10-K"). Mr. Simplot is the founder of the
Company. He retired from the position of a director and Chairman
of the Board of the Company on April 4, 1994 and has not been an
officer or a director of the Company since that date. He is
neither an officer nor a director of SCL, and does not own any
voting shares of either the Company or SCL. Mr. Simplot
disclaims beneficial ownership of the shares of Common Stock held
by the Company or SCL.
The Partnership beneficially owns 6,122,449 shares of Common
Stock. Mr. Simplot, as general partner of the Partnership, has
the sole power to dispose of, and the sole power to direct the
vote of, the 6,122,449 shares of Common Stock. Such shares
represent 2.9% of the outstanding Common Stock based on the
number of shares outstanding as reported on the Issuer's Form 10-
K. The Partnership disclaims beneficial ownership of the shares
of Common Stock held by each other Reporting Person.
The Revocable Trust beneficially owns an aggregate of
11,902,651 shares of Common Stock, consisting of (x) 11,902,600
shares held in the Revocable Trust and (y) 51 shares held by the
S-Sixteen Partnership. Mr. Simplot, as sole trustee of the
Revocable Trust, has the sole power to dispose of, and the sole
power to direct the vote of, the 11,902,651 shares of Common
Stock. Such shares represent 5.7% of the outstanding Common
Stock based on the number of shares outstanding as reported on
the Issuer's Form 10-K. The Revocable Trust disclaims beneficial
ownership of the shares of Common Stock held by each other
Reporting Person.
The Company beneficially owns an aggregate of 26,299,000
shares of Common Stock, consisting of (x) 23,699,000 shares of
Common Stock held by the Company and (y) 2,600,000 share of
Common Stock held by SCL. The Company has the sole power to
dispose of, and the sole power to direct the vote of, the
26,299,000 shares of Common Stock. Such shares represent 12.7%
of the outstanding Common Stock based on the number of shares
outstanding as reported on the Issuer's Form 10-K. The Company
disclaims beneficial ownership of the shares of Common Stock held
by each other Reporting Person, other than SCL.
SCL beneficially owns 2,600,000 shares of Common Stock. SCL
has the sole power to dispose of, and the sole power to direct
the vote of, the 2,600,000 shares of Common Stock. Such shares
represent 1.2% of the outstanding Common Stock based on the
number of shares outstanding as reported on the Issuer's Form 10-
K. SCL disclaims beneficial ownership of the shares of Common
Stock held by each other Reporting Person.
(b) None of the Reporting Persons have acquired any
additional shares of Common Stock during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
Mr. Simplot and the S-Sixteen Partnership executed the
Limited Partnership Agreement for the JRS Properties L.P. dated
November 1, 1995, pursuant to which Mr. Simplot and the S-Sixteen
Partnership contributed 6,000,000 and 122,449 shares of Common
Stock to the Partnership on November 1, 1995 and November 8,
1995, respectively.
On January 11, 1990, Mr. Simplot, as trustee for the
Revocable Trust, executed the CMA Agreement pursuant to which
Merrill Lynch has extended customary margin loans to the
Revocable Trust to permit the Revocable Trust to purchase
securities and execute routine trading transactions. On November
6, 1995, pursuant to the CMA Agreement, the Revocable Trust
borrowed from Merrill Lynch, and contributed to the S-Sixteen
Partnership, funds in the amount necessary to pay for the 122,500
shares of Common Stock purchased on November 7, 1995 by the
S-Sixteen Partnership.
On November 1, 1995, Mr. Simplot as general partner of the
Partnership executed a Letter of Undertaking pursuant to which
the Partnership agreed not to sell its assets without the written
consent of Merrill Lynch.
Other than as described herein, the Reporting Persons
do not have any other contract, arrangement or understanding with
respect to the Common Stock.
Item 7. Material to be Filed as Exhibits
Exhibit Number Exhibit
A. Limited Partnership Agreement for the JRS
Properties L.P. dated November 1, 1995 (excerpts).
B. Letter of Undertaking dated on November 1, 1995
given by JRS Properties L.P. to Merrill Lynch,
Pierce, Fenner & Smith Incorporated (excerpts).
C. Joint Filing Agreement dated November 27, 1995 by
and among John R. Simplot, JRS Properties L.P.,
J. R. Simplot Self-Declaration Revocable Trust
dated December 21, 1989, J. R. Simplot Company and
Simplot Canada Limited.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Dated: November 22, 1995 Dated: November 22, 1995
Simplot Canada Limited J. R. Simplot Company
By: /s/ RONALD N. GRAVES__ By: /s/ RONALD N. GRAVES__
Title: Secretary_____________ Title: Secretary_____________
Dated: November 22, 1995 Dated: November 22, 1995
JRS Properties L.P. John R. Simplot
By: /s/ JOHN R. SIMPLOT______ /s/ JOHN R. SIMPLOT__________
John R. Simplot,
as General Partner
Dated: November 22, 1995
J. R. Simplot Self-
Declaration of Revocable Trust
dated December 21, 1989
By: /s/ JOHN R. SIMPLOT______
John R. Simplot,
as Trustee
<PAGE>
Annex I
The names and principal occupations of the executive
officers and directors of the Company, all of whom are United
States citizens, and their individual holdings of the Common
Stock are listed in the table below. Unless otherwise
indicated, the business address of each executive officer and
director of the Company is 999 Main Street, Suite 1300, Boise,
Idaho 83702.
Name and Business Position and Principal Common Stock
Address Occupation Holdings
_________________ _______________________ _____________
Stephen A. Beebe Director; President and None
Chief Executive Officer
Gordon C. Smith Director 750
Scott R. Simplot Director None
A. Dale Dunn Director 600
Don J. Simplot Director; Vice President 143,020
Gay Simplot Otter Director 120,250
Jack E. Morgan Director 5,000
1160 Santa Maria Drive
Boise, Idaho 83707
Lawrence E. Costello Vice President None
James D. Crawford Treasurer None
John Edward Simplot Director 2,200
Bill Daniels Senior Vice President 1,000
Ronald N. Graves Secretary 800
C. Larry Hinderager Senior Vice President None
To the best of the Reporting Persons' knowledge, none of
such persons has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a 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.
<PAGE>
Annex II
The names and principal occupations of the executive
officers and directors of Simplot Canada Limited ("SCL"), and
their individual holdings of the Common Stock are as follows:
Unless otherwise indicated, the business address of each
executive officer and director of SCL is 999 Main Street,
Suite 1300, Boise, Idaho 83702.
Name, Business Address Position and Principal Common Stock
and Citizenship Occupation Holdings
_______________________ ______________________ ____________
Kenneth Watson (Canada) Director; Treasurer None
1400-17 Street East
Brandon, Manitoba R7A 7C4
Lawrence E. Costello (USA) Vice President and See Annex I
Chief Financial Officer
Ronald N. Graves (USA) Secretary See Annex I
C. Larry Hinderager (USA) Director; President See Annex I
James D. Crawford (USA) Assistant Treasurer None
Stephen A. Beebe (USA) Director See Annex I
Warren Gray (Canada) Director None
1400-17 Street East
Brandon, Manitoba R7A 7C4
Larry Taylor (Canada) Director None
1400-17 Street East
Brandon, Manitoba R7A 7C4
To the best of the Reporting Persons' knowledge, none of
such persons has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a 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.
<PAGE>
Exhibit A
AGREEMENT OF LIMITED PARTNERSHIP
OF
JRS PROPERTIES L.P.,
AN IDAHO LIMITED PARTNERSHIP
(Excerpts)
. . .
ARTICLE 2
DEFINITIONS
Unless otherwise expressly provided herein or unless the
context otherwise requires, the terms with initial capital
letters in this Partnership Agreement shall be defined as
follows:
2.1 "Act" shall mean the Idaho Revised Uniform Limited
Partnership Act, codified at Title 53, Chapter 2, of the Idaho
Code, and any corresponding provisions of succeeding law.
. . .
2.5 "Agreement" shall mean this Agreement of Limited
Partnership, as amended from time to time.
. . .
2.12 "General Partner" means J.R. Simplot, any other Person
who is admitted by a Majority of the General Partners as an
additional General Partner pursuant to Section 5.10 hereof, and
any other Person who is elected or admitted hereto as a General
Partner pursuant to Section 5.8 or 6.1 of this Agreement.
Reference to a "General Partner" shall be to J.R. Simplot,
initially, and if other General Partners are added, to any one of
the General Partners.
. . .
2.16 "Limited Partners" refers to Person who are admitted to
the Partnership as a limited partner. Reference to a "Limited
Partner" shall be to any one of the Limited Partners.
2.17 "Majority of the General or Limited Partners" means the
vote of the Partners (General or Limited, by class) who own, in
the aggregate, by class, more than fifty percent (50%) of the
total outstanding Percentage Interests. Each Partner shall have
a number of votes equal to the Percentage Interests of such
Partner as determined under Section 2.21.
. . .
2.20 "Partnership" refers to JRS Properties L.P., the
partnership governed by this Agreement.
. . .
2.22 "Person" means any individual, partnership,
corporation, trust, or other entity.
. . .
ARTICLE 5
RIGHTS AND DUTIES OF THE GENERAL PARTNER
5.1 MANAGEMENT AND CONTROL. The General Partner (or a
Majority of the General Partners, if more than one should then be
acting) shall have exclusive management and control of the
business of the Partnership, and all decisions regarding the
management and affairs of the Partnership shall be made by the
General Partner. The General Partner shall have all the rights
and powers of a general partner as provided in the Act and as
otherwise provided by law. If more than one General Partner
should then be acting, any General Partner may take an action
which is necessary, proper or desirable to carry out the
aforementioned duties and responsibilities if the amount involved
does not exceed One Million Dollars ($1,000,000.00). Any such
action which involves an amount in excess of One Million Dollars
($1,000,000.00) may not be undertaken without the approval of a
Majority of the General Partners. Except as otherwise expressly
provided in this Agreement, the General Partner is hereby granted
the right, power and authority to do on behalf of the Partnership
all things which, in its sole judgment, are necessary, proper or
desirable to carry out the aforementioned duties and
responsibilities including, but not limited to, the right, power
and authority from time to time to do those things specified
elsewhere in this Agreement and the following:
. . .
(b) To acquire, improve, manage, charter, operate,
sell, transfer, exchange, encumber, pledge, borrow against
and dispose of any real, personal or intangible property of
the Partnership;
. . .
(e) Subject to Section 10.4, to enter into notes,
lending, security agreements/arrangements, nominee
agreements, voting trusts, deeds of trust, credit
arrangement, management agreements and any other similar or
related agreement or arrangement involving the real,
personal or intangible property of the Partnership as the
General Partner deems necessary or appropriate to accomplish
the purposes of the Partnership;
. . .
(g) To enter into margin agreements/arrangements, short and
long sales, and hedging agreements/arrangements with respect to
securities, marketable and non-marketable.
. . .
<PAGE>
Exhibit B
LETTER OF UNDERTAKING
Dated November 1, 1995
In connection with Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S") (i) opening a CMA Account and Investment
Credit Line for the undersigned JRS Properties L.P., an Idaho
limited partnership (the "Partnership") . . .
1. Covenants of the Partnership. The Partnership hereby
covenants as follows:
. . .
(e) Sales of Assets. The Partnership will not sell,
transfer, or otherwise dispose of or encumber any of its
assets without the prior written consent of MLPF&S.
. . .
<PAGE>
Exhibit C
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to
the joint filing with all other Reporting Persons (as such term
is defined in Amendment No. 4 to Schedule 13D referred to below)
on behalf of each of them of a statement on Amendment No. 4 to
Schedule 13D (including further amendments thereto) with respect
to the Common Stock (par value $.10 per share) of Micron
Technology, Inc. and that this Agreement be included as an
Exhibit to such joint filing.
The parties hereto do not constitute a "group" for the
purposes of Section 13(d)(3) and Rule 13d-5, and John R. Simplot,
JRS Properties L.P., J.R. Simplot Self-Declaration of Revocable
Trust dated December 21, 1989, J.R. Simplot Company and Simplot
Canada Limited disclaim beneficial ownership of the Stock as set
forth under Item 5 of this Amendment No. 4 to Schedule 13D. The
filing of this Amendment No. 4 to Schedule 13D is not to be
construed as evidence that any of the parties hereto are required
to file this Amendment.
This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement this 27th day of November, 1995.
J. R. Simplot Company Simplot Canada Limited
By: /s/ RONALD N. GRAVES By: /s/ RONALD N. GRAVES
Title: Secretary_____________ Title: Secretary___________
JRS Properties L.P. John R. Simplot
By: /s/ JOHN R. SIMPLOT______ /s/ JOHN R. SIMPLOT________
John R. Simplot,
as General Partner
J. R. Simplot Self-
Declaration of Revocable Trust
dated December 21, 1989
By: /s/ JOHN R. SIMPLOT______
John R. Simplot,
as Trustee
