<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 9
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)
July 29, 1996
(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>
<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* [00]
_________________________________________________________________
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
: 18,699,000
:________________________________
:
: 8 SHARED VOTING POWER
: -0-
NUMBER OF SHARES BENEFICIALLY :________________________________
OWNED BY EACH REPORTING :
PERSON WITH : 9 SOLE DISPOSITIVE POWER
: 18,699,000
:________________________________
:
: 10 SHARED DISPOSITIVE POWER
: -0-
________________________________:________________________________
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 [ ]
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.6%
_________________________________________________________________
14 TYPE OF REPORTING PERSON CO
________________________________________________________________<PAGE>
<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
: -0-
NUMBER OF SHARES BENEFICIALLY :________________________________
OWNED BY EACH REPORTING :
PERSON WITH : 9 SOLE DISPOSITIVE POWER
: -0-
:________________________________
:
: 10 SHARED DISPOSITIVE POWER
: -0-
________________________________:
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,600,000 (Aggregate amount also included in aggregate
amount beneficially owned by J.R. Simplot Company)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3%
_________________________________________________________________
14 TYPE OF REPORTING PERSON CO
_________________________________________________________________<PAGE>
<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
: 13,040,100
:________________________________
:
: 8 SHARED VOTING POWER
: 22,400
NUMBER OF SHARES BENEFICIALLY :________________________________
OWNED BY EACH REPORTING :
PERSON WITH : 9 SOLE DISPOSITIVE POWER
: 13,040,100
:________________________________
:
: 10 SHARED DISPOSITIVE POWER
: 22,400
________________________________:________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,062,500
_________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2%
_________________________________________________________________
14 TYPE OF REPORTING PERSON IN
_________________________________________________________________
<PAGE>
<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
: 917,651
:
:
: 8 SHARED VOTING POWER
: -O-
NUMBER OF SHARES BENEFICIALLY :________________________________
OWNED BY EACH REPORTING :
PERSON WITH : 9 SOLE DISPOSITIVE POWER
: 917,651
:
:
: 10 SHARED DISPOSITIVE POWER
: -O-
________________________________:________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
917,651 (Aggregate amount also included in aggregate amount
beneficially owned by Mr. John R. Simplot)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4%
_________________________________________________________________
14 TYPE OF REPORTING PERSON OO
_________________________________________________________________<PAGE>
<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
: 12,122,449
:________________________________
:
: 8 SHARED VOTING POWER
: -O-
NUMBER OF SHARES BENEFICIALLY :________________________________
OWNED BY EACH REPORTING :
PERSON WITH : 9 SOLE DISPOSITIVE POWER
: 12,122,449
:________________________________
:
: 10 SHARED DISPOSITIVE POWER
: -O-
________________________________:________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,122,449 (Aggregate amount also included in aggregate
amount beneficially owned by Mr. John R. Simplot)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [X]
_________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8%
_________________________________________________________________
14 TYPE OF REPORTING PERSON PN
_________________________________________________________________<PAGE>
<PAGE>
This Amendment No. 9 to Schedule 13D (the "Schedule 13D") is
being filed on behalf of John R. Simplot ("Mr. Simplot"), J.R.
Simplot Self-Declaration of Revocable Trust dated December 21,
1989 (the "Revocable Trust"), JRS Properties L.P. (the "Partner-
ship"), J.R. Simplot Company (the "Company") and Simplot Canada
Limited ("SCL") to further amend the Schedule 13D as originally
filed on February 20, 1992, as subsequently amended and restated
by Amendment No. 4 to Schedule 13D ("Amendment No. 4") filed on
November 29, 1995 by the Company, SCL, Mr. Simplot, the Revocable
Trust and the Partnership (collectively the "Reporting Persons")
and as subsequently amended. Capitalized terms used herein and
not otherwise defined have the same meanings as provided in
Amendment No. 4.
Item 5. Interest in Securities of the Issuer, is hereby amended
and restated to read in full as follows:
(a)-(b) The Company beneficially owns an aggregate of
26,299,000 shares of Common Stock of Micron Technology, Inc.
("Micron"). Such shares represent 12.6% of the outstanding
Common Stock (based on the number of shares outstanding as
reported on Micron's Form 10-Q for the quarter ended May 30, 1996
(the "Micron 10-Q")). Such shares consist of (x) 18,699,000
shares of Common Stock held by the Company as to which (i)
7,600,000 shares the Company has no voting power and has sole
dispositive power, and (ii) 11,099,000 shares of Common Stock as
to which the Company has sole voting power and sole dispositive
power, (y) 5,000,000 shares of Common Stock (the "JRS Shares")
which are subject to the JRS Pledge (as described in Item 6) and
as to which the Company has sole voting power and no dispositive
power, and (z) 2,600,000 shares of Common Stock which are subject
to the SCL Pledge (as described below) and as to which the
Company has the power to direct the vote, but no power to direct
the disposition. Under the JRS Pledge (described in Item 6
below), the Company has the power to reclaim possession of, and
dispositive power over, the JRS Shares by substitution of alter-
native collateral for the JRS Shares, either (i) with the consent
of Canadian Imperial Bank of Commerce ("CIBC") or (ii) without
the consent of CIBC, if the substituted collateral consists of
cash or U.S. Treasury obligations in an amount and with maturity
dates which satisfies certain requirements. The Company dis-
claims beneficial ownership of the shares of Common Stock held by
each other Reporting Person other than SCL.
As previously reported under Item 5(a) to Amendment No. 5 to
Schedule 13D filed on June 28, 1996 on behalf of the Company and
SCL ("Amendment No. 5"), SCL beneficially owns an aggregate of
2,600,000 shares of Common Stock of Micron (the "SCL Shares").
The SCL Shares represent 1.3% of the outstanding Common Stock
(based on the number of shares outstanding as reported on the
Micron 10-Q). As previously reported under Item 5(a) to Amend-
ment No. 5, SCL has the sole power to direct the vote of the SCL
Shares, but does not have the power to dispose of, or direct the
disposition of, any shares of Common Stock. As previously
reported under Item 6 to Amendment No. 5, the SCL Shares are
subject to a pledge between SCL and CIBC (the "SCL Pledge").
Under the SCL Pledge, SCL has the power to reclaim possession of,
and dispositive power over, the SCL Shares by substitution of
alternative collateral for the SCL Shares, subject to the prior
written consent of CIBC. SCL disclaims beneficial ownership of
the shares of Common Stock held by each other Reporting Person.
Mr. Simplot beneficially owns an aggregate of 13,062,500
shares of Common Stock of Micron consisting of 917,600 shares
held in the Revocable Trust, 12,122,449 shares held by the
Partnership, 51 shares held by the S-Sixteen Partnership, 22,400
shares held in joint tenancy with his spouse. Mr. Simplot has
the sole power to direct the disposal of, and the sole power to
direct the vote of, 13,040,100 shares of Common Stock.
Mr. Simplot shares with his spouse the power to direct the
disposal of, and to direct the vote of, 22,400 shares of Common
Stock. Such 13,062,500 shares represent 6.2% of the outstanding
Common Stock (based on the number of shares outstanding as
reported on the Micron 10-Q). As previously reported under Item
5 to Amendment No. 4, Mr. Simplot (i) is the founder of the
Company, (ii) retired from the position of a director and Chair-
man 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, (iii) is
neither an officer nor a director of SCL, and (iv) does not own
any voting shares of either the Company or SCL. Mr. Simplot dis-
claims beneficial ownership of the shares of Common Stock held by
the Company or SCL.
The Revocable Trust beneficially owns an aggregate of
917,651 shares of Common Stock, consisting of (x) 917,600 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 direct the disposal of,
and the sole power to direct the vote of, the 917,651 shares of
Common Stock. Such shares represent 0.4% of the outstanding
Common Stock (based on the number of shares outstanding as
reported on the Micron 10-Q). The Revocable Trust disclaims
beneficial ownership of the shares of Common Stock held by each
other Reporting Person.
As previously reported under Item 5(a) to Amendment No. 7 to
Schedule 13D filed on July 12, 1996 on behalf of the Company, Mr.
Simplot, the Revocable Trust and the Partnership ("Amendment No.
7"), the Partnership beneficially owns 12,122,449 shares of
Common Stock. Mr. Simplot, as general partner of the Partner-
ship, has the sole power to direct the disposal of, and the sole
power to direct the vote of, the 12,122,449 shares of Common
Stock. Such shares represent 5.8% of the outstanding Common
Stock (based on the number of shares outstanding as reported on
the Micron 10-Q). The Partnership disclaims beneficial ownership
of the shares of Common Stock held by each other Reporting
Person.
(c) On July 29, 1996, the Company entered into an agreement
with CIBC (the "JRS Forward") for the sale of the JRS Shares to
CIBC pursuant to an International Swap Dealers Association, Inc.
Master Agreement (Multicurrency--Cross Border) (1992) between
CIBC and the Company (the "JRS Master Agreement"), with delivery
of the JRS Shares to be made to CIBC on July 29, 2003 or sooner
upon the occurrence of certain events (the "JRS Termination
Date"). The purchase price for the JRS Shares to be paid by CIBC
to the Company is approximately $154,727,250.10 (approximately
$30.94 per share) if the JRS Termination Date occurs on July 29,
2003, and is subject to reduction if the JRS Termination Date
occurs at an earlier date. The Company understands that CIBC
Wood Gundy Securities Corp., an affiliate of CIBC ("Wood Gundy"),
has hedged CIBC's anticipated obligations under the JRS Forward
sale.
As previously reported under Item 5(c) to Amendment No. 5,
on June 28, 1996, SCL entered into an agreement with CIBC (the
"SCL Forward") for the SCL Shares to CIBC pursuant to an Inter-
national Swap Dealers Association, Inc. Master Agreement
(Multicurrency--Cross Border) (1992) between CIBC and SCL, with
delivery of the SCL Shares to be made to CIBC on June 27, 2003 or
sooner upon the occurrence of certain events (the "SCL Termina-
tion Date"). The purchase price for the SCL Shares to be paid by
CIBC to SCL is Canadian $136,357,382.08 if the SCL Termination
Date occurs in June 2003, and is subject to reduction if the SCL
Termination Date occurs at an earlier date. Based on the ex-
change rate prevailing on June 28, 1996, this purchase price
represented approximately $99.9 million (approximately $38.42 per
share) in United States dollars payable in June 2003. SCL
understands that Wood Gundy has hedged CIBC's anticipated obliga-
tions under the SCL Forward.
On July 9, 1996, Ms. Gay Simplot, a director of the Company,
sold 65,000 shares of Common Stock in public sales on the New
York Stock Exchange and the Chicago Stock Exchange at the follow-
ing prices (before brokerage commissions):
No. of shares Price per share
============= ===============
5,000 23.500
25,000 23.250
5,000 23.500
5,000 23.500
5,000 23.500
5,000 23.375
5,000 23.375
5,000 23.375
5,000 23.375
5,000 23.500
After giving effect to such sales, Ms. Simplot beneficially owns
55,250 shares of Common Stock.
On July 17, 1996, in order to reduce its exposure under
previously reported margin loans, the Revocable Trust sold an
aggregate of 800,000 shares of Common Stock in public sales on
the New York Stock Exchange and the Chicago Stock Exchange at the
following prices (before brokerage commissions):
No. of shares Price per share
============= ===============
50,000 20.000
6,300 19.875
25,000 19.750
25,000 19.625
155,000 19.500
23,700 19.000
40,000 18.875
125,000 18.750
175,000 18.625
25,000 18.500
60,000 18.375
50,000 18.125
60,000 18.000
Such sales were in addition to the previously reported
public sales of 4,200,000 shares of Common Stock on the New York
Stock Exchange and the Chicago Stock Exchange by the Revocable
Trust on July 11, 1996. As previously reported under Item 5(c)
to Amendment No. 7, the Revocable Trust had sold such shares at
the following prices (before brokerage commissions):
No. of shares Price per share
============= ===============
25,000 $24.00
50,000 $23.75
195,000 $23.625
37,400 $23.50
142,600 $23.125
120,000 $23.00
288,300 $22.875
79,100 $22.75
202,600 $22.625
461,300 $22.50
73,700 $22.375
325,000 $22.25
50,000 $22.125
200,000 $22.00
54,100 $21.875
95,400 $21.75
30,000 $21.625
128,500 $21.50
7,000 $21.375
144,400 $21.25
190,600 $21.00
325,000 $20.75
77,000 $20.625
308,000 $20.50
590,000 $20.375
(d) Under the JRS Forward, CIBC is entitled to receive
(i) the entire amount of any dividend on the JRS Shares that
exceeds $0.50 per share and (ii) non-cash distributions on the
JRS Shares (excluding stock splits, stock dividends and the
like).
Under an agreement between the Company and CIBC dated July
29, 1996 (the "JRS Dividend Swap"), pursuant to an agreement
between the Company and CIBC dated June 28, 1996 (the "Dividend
Swap") pursuant to an International Swap Dealers Association,
Inc. Master Agreement (Multicurrency--Cross Border) (1992)
between CIBC and the Company, (i) CIBC has agreed to pay to the
Company an amount equal to $250,000 within three business days
after each payment of any dividend by Micron prior to the termi-
nation of the JRS Dividend Swap, and (ii) the Company agreed to
pay to CIBC an amount equal to the product of (x) 5,000,000 and
(y) the per share amount of any dividend (but only in respect of
dividends of $0.50 or less per share) paid by Micron on the
Common Stock prior to the termination of the JRS Dividend Swap.
In addition, on July 29, 1996, under a separate provision of the
JRS Dividend Swap, CIBC paid the Company $138,993.
As previously reported under Item 5(d) to Amendment No. 5,
under the SCL Forward, CIBC is entitled to receive (i) the entire
amount of any dividend on the SCL Shares that exceeds $0.50 per
share and (ii) non-cash distributions on the SCL Shares (exclud-
ing stock splits, stock dividends and the like). As previously
reported under Item 5(c) to Amendment No. 5, under an agreement
between the Company and CIBC dated June 28, 1996 pursuant to an
International Swap Dealers Association, Inc. Master Agreement
(Multicurrency--Cross Border) (1992) between CIBC and the Compa-
ny, (i) CIBC has agreed to pay to the Company an amount equal to
$90,170.79 within three business days after each payment of any
dividend by Micron prior to the SCL Termination Date, and (ii)
the Company agreed to pay to CIBC an amount equal to the product
of (x) 2,600,000 and (y) the per share amount of any dividend
(but only in respect of dividends of $0.50 or less per share)
paid by Micron on the Common Stock prior to the SCL Termination
Date.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer, is hereby amended by
adding the following thereto:
To secure the Company's obligations under the JRS Forward,
the JRS Dividend Swap and under a loan agreement between the
Company and CIBC dated July 29, 1996 (the "JRS Loan Agreement")
pursuant to which the Company borrowed from CIBC on such date
$95,106,489.47 (the "Loan") on a nonrecourse basis, the Company
pledged the JRS Shares to CIBC pursuant to a pledge agreement
dated July 29, 1996 (the "JRS Pledge"). The Company is obligated
to repay the Loan with accrued interest to CIBC on June 29, 2003.
In addition, under a separate provision of the JRS Loan Agree-
ment, the Company has agreed to make an additional payment to
CIBC of $432,132 annually. Under the terms of the JRS Pledge,
the Company retains the right to vote the JRS Shares in the
absence of an event of default under the JRS Loan Agreement. The
Company intends to use the proceeds received under the JRS Loan
Agreement to fund requirements for investments in its core
businesses.
On July 29, 1996, the Company gave the Chairman of the Board
and the Chief Financial Officer of Micron an irrevocable proxy to
vote 5,000,000 shares of Common Stock (other than the JRS Shares)
held by the Company until the termination of the JRS Dividend
Swap.
The JRS Forward and the JRS Dividend Swap are described
under Items 5(c) and 5(d), respectively, above.
Item 7. Material to be Filed as Exhibits, is hereby amended by
adding the following thereto:
The agreements identified in Item 6 above will be filed as
soon as practicable.
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<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: July 30, 1996 Dated: July 30, 1996
J.R. Simplot Company Simplot Canada Limited
By: /s/ RONALD N. GRAVES By: /s/ RONALD N. GRAVES
Title: Secretary Title: Secretary
Dated: July 30, 1996 Dated: July 30, 1996
JRS Properties L.P. John R. Simplot
By: /s/ JOHN R. SIMPLOT /s/ JOHN R. SIMPLOT
John R. Simplot,
as General Partner
Dated: July 30, 1996
J.R. Simplot Self-
Declaration of Revocable
Trust dated December 21, 1989
By: /s/ JOHN R. SIMPLOT
John R. Simplot, as
Trustee
