<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 5
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)
June 28, 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>
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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]
_________________________________________________________________
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
: 23,699,000
:________________________________
:
: (8) SHARED VOTING POWER
: -0-
NUMBER OF SHARES BENEFICIALLY :________________________________
OWNED BY EACH REPORTING :
PERSON WITH : (9) SOLE DISPOSITIVE POWER
: 23,699,000
:________________________________
:
: (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) 12.7%
_________________________________________________________________
14 TYPE OF REPORTING PERSON CO
_________________________________________________________________
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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
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
_________________________________________________________________
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This Amendment No. 5 to Schedule 13D (the "Schedule 13D") is
being filed on behalf of J.R. Simplot Company (the "Company") and
Simplot Canada Limited ("SCL") to further amend the Schedule 13D
as original filed on February 20, 1992 and as subsequently
amended by Amendment No. 4 to Schedule 13D filed on November 29,
1995 by the Company, SCL, John R. Simplot, J.R. Simplot Self-
Declaration of Revocable Trust dated December 21, 1989, JRS
Properties, L.P. (collectively the "Reporting Persons"). Capi-
talized terms used herein and not otherwise defined have the same
meanings as provided in the Amendment No. 4 to Schedule 13D.
This Amendment No. 5 to Schedule 13D does not amend any informa-
tion with respect to any of the Reporting Persons other than the
Company and SCL.
Item 4. Purpose of Transaction, is hereby amended by adding the
following thereto:
The Company may from time to time in the future sell por-
tions of its other holdings of Common Stock to fund requirements
for investments in its core businesses.
Item 5. Interest in Securities of the Issuer, is hereby amended
by adding the following thereto:
(a)-(b) The Company beneficially owns an aggregate of
26,299,000 shares of Common Stock of Micron Technology, Inc.
("Micron"). Such shares represent 12.7% of the outstanding
Common Stock (based on the number of shares outstanding as
reported on Micron's Form 10-Q for the quarter ended February 29,
1996 (the "Micron 10-Q")). Such shares consist of (x) 23,699,000
shares of Common Stock held by the Company and (y) 2,600,000
shares of Common Stock as to which SCL has voting power. The
Company has the sole power to dispose of the 23,699,000 shares of
Common Stock. The Company has the sole power to vote 21,099,000
shares of Common Stock and the sole power to direct the vote of
2,600,000 shares of Common Stock. The Company disclaims benefi-
cial 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 (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). SCL has the sole power to direct
the vote of the 2,600,000 shares of Common Stock. SCL does not
have the power to dispose of, or direct the disposition of, any
shares of Common Stock. However, under the Pledge described in
Item 6 below, SCL has the power to reclaim possession of, and
dispositive power over, the SCL Shares by substitution of alter-
native collateral for the SCL Shares, subject to the prior
written consent of Canadian Imperial Bank of Commerce ("CIBC").
SCL disclaims beneficial ownership of the shares of Common Stock
held by each other Reporting Person.
(c) On June 28, 1996, SCL entered into an agreement with
CIBC (the "Forward") for the sale of 2,600,000 shares of Common
Stock (such shares, the "SCL Shares") to CIBC pursuant to an
International 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 "Termination
Date"). A subsidiary of the Company had acquired the SCL Shares
from Micron in a private placement in December 1984. The pur-
chase price for the SCL Shares to be paid by CIBC to SCL is
Canadian $136,357,382.08 if the Termination Date occurs in June
2003, and is subject to reduction if the Termination Date occurs
at an earlier date. Based on the exchange 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 CIBC Wood
Gundy Securities Corp., an affiliate of CIBC, has hedged CIBC's
anticipated obligations under the forward sale.
(d) Under the 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
(excluding stock splits, stock dividends and the like).
Under 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 $90,170.79 within three
business days after each payment of any dividend by Micron prior
to the 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 divi-
dends of $0.50 or less per share) paid by Micron on the Common
Stock prior to the 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 SCL's obligations under the Forward and under a
loan agreement between SCL and CIBC dated June 28, 1996 (the
"Loan Agreement") pursuant to which SCL borrowed from CIBC on
such date Canadian $80,881,000.95 (approximately $59.3 million in
U.S. dollars) on a nonrecourse basis, SCL pledged the SCL Shares
to CIBC pursuant to a pledge agreement dated June 28, 1996 (the
"Pledge"). Under the terms of the Pledge, SCL retains the right
to vote the SCL Shares in the absence of an event of default
under the Loan Agreement. SCL intends to use the proceeds
received under the Loan Agreement to fund requirements for
investments in its core businesses, including the construction of
a fertilizer plant in Manitoba, Canada.
On June 28, 1996, the Company gave CIBC an irrevocable proxy
to vote until the Termination Date 2,600,000 shares of Common
Stock held by the Company. Such proxy is by its terms assignable
only to persons serving from time to time as the Chairman of the
Board of Micron, the Chief Financial Officer of Micron, and such
persons' assignees or designees. CIBC has advised the Company
that it in turn immediately gave the Chairman of the Board and
the Chief Financial Officer of Micron an irrevocable proxy to
vote such shares until the Termination Date.
The Forward and the Dividend Swap are described under Item
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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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: June 28, 1996 Dated: June 28, 1996
Simplot Canada Limited J. R. Simplot Company
By: /s/ RONALD N. GRAVES__ By: /s/ RONALD N. GRAVES__
Title: Secretary_____________ Title: Secretary_____________
