<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
MICRON TECHNOLOGY, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
[LOGO OF MICRON TECHNOLOGY, INC. APPEARS HERE]
----------------
NOTICE OF 1996 ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 18, 1996
To the Shareholders:
Notice Is Hereby Given that the 1996 Annual Meeting of Shareholders of
Micron Technology, Inc., a Delaware corporation (the "Company"), will be held
on November 18, 1996, at 9:00 a.m., Mountain Standard Time, at the BOISE
CENTRE ON THE GROVE, 850 W. FRONT STREET, BOISE, IDAHO 83702, for the
following purposes:
1. To elect directors to serve for the ensuing year and until their
successors are elected and qualified.
2. To ratify the appointment of Coopers & Lybrand L.L.P. as independent
accountants of the Company for the fiscal year ending August 28, 1997.
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only shareholders of record at the close of business on September 27, 1996,
are entitled to notice of and to vote at the meeting. A complete list of the
shareholders entitled to vote at the meeting will be open to the examination
of any shareholder, for any purpose germane to the meeting, during ordinary
business hours for the ten-day period ending immediately preceding the date of
the meeting, at the Company's headquarters at 8000 S. Federal Way, Boise,
Idaho 83706-9632.
Attendance at the Annual Meeting will be limited to shareholders and guests
of the Company. Shareholders will be required to furnish proof of ownership of
the Company's Common Stock before being admitted to the meeting. Shareholders
holding shares in the name of a broker or other nominee are requested to bring
a statement from the broker or nominee confirming their ownership in the
Company's Stock. Directions to the meeting's location accompany the Proxy
Statement.
To ensure your representation at the meeting, you are urged to vote, sign,
date, and return the enclosed Proxy as promptly as possible in the postage-
prepaid envelope enclosed for that purpose. The shareholders attending the
meeting may vote in person even if they have returned a proxy.
By Order of the Board of Directors
Roderic W. Lewis
Vice President, General Counsel
and Corporate Secretary
Boise, Idaho
October 18, 1996
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN
Please indicate your voting instructions on the enclosed proxy card, date
and sign it, and return it in the envelope provided, which is addressed for
your convenience. No postage is required if mailed in the United States.
PLEASE MAIL YOUR PROXY PROMPTLY
<PAGE>
[LOGO OF MICRON TECHNOLOGY, INC. APPEARS HERE]
8000 S. FEDERAL WAY
BOISE, IDAHO 83706-9632
----------------
PROXY STATEMENT
1996 ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 18, 1996
----------------
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed Proxy is solicited on behalf of the Board of Directors of
Micron Technology, Inc. (the "Company"), for use at the 1996 Annual Meeting of
Shareholders to be held on November 18, 1996, at 9:00 a.m., Mountain Standard
Time, or at any adjournment thereof (the "Annual Meeting"). The purposes of
the Annual Meeting are set forth herein and in the accompanying Notice of 1996
Annual Meeting of Shareholders. The Annual Meeting will be held at the BOISE
CENTRE ON THE GROVE, 850 W. FRONT STREET, BOISE, IDAHO 83702. Directions to
the Annual Meeting accompany this Proxy Statement. The Company's telephone
number is (208) 368-4000.
This Proxy Statement and enclosed Proxy are first being mailed on or about
October 18, 1996, to all shareholders entitled to vote at the meeting.
RECORD DATE
Shareholders of record at the close of business on September 27, 1996 (the
"Record Date"), are entitled to notice of and to vote at the meeting.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Proposals of shareholders of the Company which are intended to be presented
at the Company's 1997 Annual Meeting of Shareholders, must be received by the
Company no later than June 17, 1997, and otherwise be in compliance with the
Company's Certificate of Incorporation and Bylaws and with applicable laws and
regulations in order to be included in the proxy statement and form of proxy
relating to that meeting.
REVOCABILITY OF PROXY
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Company a written
notice of revocation or a duly executed proxy bearing a later date or by
attending the Annual Meeting and voting in person.
SOLICITATION
The cost of solicitation will be borne by the Company. In addition, the
Company may reimburse brokerage firms and other persons representing
beneficial owners of shares for their expenses in forwarding solicitation
materials to such beneficial owners. Proxies may be solicited by the Company's
directors, officers and employees, without additional compensation, personally
or by telephone, facsimile or telegram. The Company intends to use the
services of Beacon Hill Partners, Inc., a proxy solicitation firm, in
connection with the solicitation of proxies. Although the exact cost of those
services is not known at this time, it is anticipated that the cost will be
approximately $5,000.
1
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS
OUTSTANDING SHARES
The Company has only one class of stock outstanding, the Company's Common
Stock, $.10 par value per share (the "Common Stock"). At the Record Date,
208,922,768 shares of the Company's Common Stock were issued and outstanding.
VOTING RIGHTS
Under the Delaware General Corporation Law and the Company's Certificate of
Incorporation and Bylaws, each shareholder will be entitled to one vote for
each share of Common Stock held at the Record Date for all matters, including
the election of directors, unless cumulative voting for the election of
directors is required. The required quorum for the transaction of business at
the Annual Meeting is a majority of the votes eligible to be cast by holders
of shares of Common Stock issued and outstanding on the Record Date. Shares
that are voted "FOR," "AGAINST," "WITHHELD" or "ABSTAIN" are treated as being
present at the Annual Meeting for the purposes of establishing a quorum and
are also treated as shares entitled to vote at the Annual Meeting (the "Votes
Cast") with respect to such matter. Abstentions will have the same effect of
voting against a proposal. Broker non-votes will be counted for purposes of
determining the presence or absence of a quorum for the transaction of
business, but such non-votes will not be counted for purposes of determining
the number of Votes Cast with respect to the particular proposal on which a
broker has expressly not voted. Thus a broker non-vote will not effect the
outcome of the voting on a proposal.
Cumulative voting for the election of directors shall not be required unless
at least one shareholder has given written notice of the intention to cumulate
votes at least 15 days prior to the date of the meeting. In the event
cumulative voting is requested, every shareholder voting for the election of
directors may cumulate such shareholder's votes and give one candidate a
number of votes equal to the number of directors to be elected multiplied by
the number of votes to which the shareholder's shares are entitled, or
distribute the shareholder's votes among as many candidates as the shareholder
thinks fit, provided that votes cannot be cast for more than seven candidates.
In the event cumulative voting is required, the persons authorized to vote
shares represented by proxies shall have the authority and discretion to vote
such shares cumulatively for any candidate or candidates for whom authority to
vote has not been withheld. The seven nominees for director receiving the
highest number of votes cast will be elected, whether or not any one of them
receives the vote of a majority of the shares represented and entitled to vote
at the Annual Meeting. Abstentions and broker nonvotes as to the election of
the directors will not count as votes cast "FOR" or "AGAINST" any nominee.
VOTING OF PROXIES
The shares of Common Stock represented by all properly executed proxies
received in time for the meeting will be voted in accordance with the
directions given by the shareholders. IF NO INSTRUCTIONS ARE GIVEN, THE SHARES
WILL BE VOTED (i) FOR each of the nominees named herein as directors, or their
respective substitutes as may be appointed by the Board of Directors and (ii)
FOR ratification of the appointment of Coopers & Lybrand L.L.P. as independent
accountants of the Company for fiscal 1997.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth security ownership information as of August
29, 1996, for individuals or entities in the following categories at the
Company's fiscal year end: (i) persons known by the Company to own
beneficially more than five percent (5%) of the Company's Common Stock, (ii)
each director, (iii) each Named Executive Officer listed in the "Summary
Compensation Table" set forth herein, and (iv) all directors and executive
officers as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
------------------------------------------------- ------------------------ ----------
<S> <C> <C> <C>
J.R. Simplot Company............................. 18,699,000 (1)(2) 8.95%
999 Main Street, Suite 1300
Boise, Idaho 83707
John R. Simplot.................................. 13,062,500 (3) 6.25%
999 Main Street, Suite 1300
Boise, Idaho 83707
Steven R. Appleton............................... 185,510 (4)(5)(6) *
Donald D. Baldwin................................ 78,800 (5)(6) *
Edward J. Heitzeberg............................. 205,700 (5)(6)(7) *
Jerry M. Hess.................................... 22,000 (8) *
Robert A. Lothrop................................ 39,625 (9) *
Tyler A. Lowrey.................................. 78,602 (5)(6)(7)(10) *
Thomas T. Nicholson.............................. 1,585,000 (11) *
Don J. Simplot................................... 154,020 (2)(12) *
Gordon C. Smith.................................. 750 (13) *
Wilbur G. Stover, Jr............................. 51,402 (4)(5)(6)(7) *
All directors and executive officers
as a group (20 persons)(2),(3),(5),(6),(8),
(9),(10),(11),(12),(13),(14).................... 36,964,323 17.66%
</TABLE>
- --------
* Less than 1%
(1) Includes 11,099,000 shares as to which J.R. Simplot Company has both
voting and dispositive power and 7,600,000 shares as to which it has
dispositive power but no voting power (see footnote (4) below). Does not
include 5,000,000 shares as to which it has voting power but no
dispositive power and 2,600,000 shares as to which Simplot Canada
Limited, a wholly-owned subsidiary of J.R. Simplot Company, has voting
power but not dispositive power. Subject to certain conditions, J.R.
Simplot Company and Simplot Canada Limited have the power to reclaim
possession of, and dispositive power over, such 5,000,000 shares and
2,600,000 shares, respectively.
(2) Mr. Don J. Simplot may also be deemed to be the beneficial owner of
shares beneficially owned by J.R. Simplot Company. He is a shareholder, a
director and the Corporate Vice President of J.R. Simplot Company and is
a member of its Office of the Chairman.
(3) Includes 917,600 shares held by a trust of which Mr. John R. Simplot is
the trustee; 51 shares held by a limited partnership of which such trust
is the general partner; 12,122,449 shares held by a limited partnership
of which Mr. John R. Simplot is the general partner; and 22,400 shares
held in joint tenancy with his spouse. Does not include 15,200 shares
held by Mrs. Simplot. Also does not include the shares beneficially owned
by J.R. Simplot Company.
(4) Does not include 7,600,000 shares as to which Messrs. Appleton and
Stover, in their respective capacities as Chairman of the Board and Chief
Financial Officer of the Company, share voting power pursuant to
irrevocable proxies issued in connection with forward sale transactions
by J.R. Simplot Company and Simplot Canada Limited (see Certain
Relationships and Related Transactions). These proxies are effective
until the Company's annual meeting in 2003. Neither Mr. Appleton nor Mr.
Stover has any dispositive power as to any of such 7,600,000 shares.
3
<PAGE>
(5) Does not include shares of Common Stock of Micron Communications, Inc.
("MCC"), a subsidiary of the Company, held by Mr. Appleton, 1,804; Mr.
Baldwin, 1,804; Mr. Heitzeberg, 1,603; Mr. Lowrey, 1,804; Mr. Stover,
1,804; and all directors and executive officers as a group (8 persons),
15,950. The total number of shares of MCC held by all directors and
executive officers as a group represents 1.68% of the total outstanding
shares of MCC Common Stock. Also, does not include shares of Common Stock
of Micron Display Technology, Inc. ("MDT"), a subsidiary of the Company,
held by Mr. Appleton, 910; Mr. Baldwin, 4,580; Mr. Heitzeberg, 9,170; Mr.
Lowrey, 910; and all directors and executive officers as a group (8
persons), 53,210 . The total number of shares of MDT held by all directors
and executive officers as a group represents less than 1% of the total
outstanding shares of MDT Common Stock.
(6) Includes options to purchase shares of the Company's Common Stock
exercisable within 60 days of August 29, 1996, under the Company's 1985
Incentive Stock Option Plan and the Company's 1994 Stock Option Plan in
the following amounts: Mr. Appleton, 96,000; Mr. Baldwin, 41,800; Mr.
Heitzeberg, 50,000; Mr. Lowrey, 71,002; Mr. Stover, 34,402; and all
directors and executive officers as a group as of the fiscal year end (20
persons) 36,964,323.
(7) Effective September 29, 1996, Messrs. Heitzeberg, Lowrey and Stover
resigned from the Company's Board of Directors.
(8) Includes 20,000 shares held directly in the name of Jerry M. Hess and
2,000 shares held in the name of J.M. Hess Construction Co.
(9) Includes 40 shares held by Robert Lothrop and 39,585 shares held in joint
tenancy with Mrs. Lothrop. Does not include 424 shares held by Mrs.
Lothrop.
(10) Does not include 1,966 shares of Common Stock of Micron Quantum Devices,
Inc. ("MQD"), a subsidiary of the Company, held by Mr. Lowrey, which
represents less than 1% of the total outstanding shares of MQD Common
Stock. No other directors or executive officers of the Company hold shares
of MQD Common Stock.
(11) Includes 1,500,000 shares held by Thomas T. Nicholson directly, 10,000
shares held by Mountain View Equipment, 8,000 shares held by Miller-
Nicholson, Inc., 7,000 shares held by MNI, 10,000 shares held by MNII and
50,000 shares held by Blacks Creek Ltd. Partnership. Does not include
16,670 shares held by Mrs. Nicholson.
(12) Includes 149,020 shares held by Don J. Simplot and 5,000 shares held by
Don J. Simplot as custodian for his child.
(13) All shares are held in joint tenancy with Mrs. Gordon C. Smith.
(14) Includes 18,699,000 shares held by the J.R. Simplot Company which may be
deemed to be beneficially owned by Don J. Simplot (see footnote (2)
above).
4
<PAGE>
BUSINESS TO BE TRANSACTED
1. ELECTION OF DIRECTORS
NOMINEES
The Company's Bylaws currently provide for seven directors, and it is
contemplated that a Board of seven directors will be elected at the meeting.
Unless otherwise instructed, the proxy holders will vote the proxies received
by them for management's seven nominees named below, all of whom are presently
directors of the Company. In the event that any management nominee is unable
or declines to serve as a director at the time of the Annual Meeting, the
proxies will be voted for any nominee who shall be designated by the present
Board of Directors to fill the vacancy. In the event that additional persons
are nominated for election as directors, the proxy holders intend to vote all
proxies received by them in such a manner as will ensure the election of as
many of the nominees listed below as possible. It is not expected that any
nominee will be unable or will decline to serve as a director. The term of
office of each person elected as a director will continue until the next
annual meeting of shareholders and until such person's successor has been
elected and qualified. Officers are appointed by the Board of Directors and
serve at the discretion of the Board. The names of the seven nominees and
certain information about them are set forth below:
<TABLE>
<CAPTION>
SERVED
AS A
DIRECTOR
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION SINCE
- --------------- --- -------------------- --------
<S> <C> <C> <C>
Steven R. Appleton...... 36 Chairman of the Board of Directors, Chief Executive Officer 1994(1)
and President of the Company
Jerry M. Hess........... 58 Chairman and Chief Executive Officer of J.M. Hess Construction 1994
Company, Inc.
Robert A. Lothrop....... 70 Retired, former Senior Vice President of J.R. Simplot Company 1994(2)
Thomas T. Nicholson..... 60 Vice President of Honda of Seattle 1980
Don J. Simplot.......... 61 Member of Office of the Chairman and Corporate 1982
Vice President of the J.R. Simplot Company
John R. Simplot......... 87 Retired, former Chairman of the Board of the J.R. Simplot Company 1980
Gordon C. Smith......... 67 Retired, former President and Chief Executive Officer of the 1990
J.R. Simplot Company
</TABLE>
- --------
(1) Mr. Appleton has served continuously as a member of the Board of Directors
of the Company since May 23, 1994 with the exception of a nine day period
in January 1996. Mr. Appleton also served as a member of the Board of
Directors of the Company between April 1991 and July 1992.
(2) Mr. Lothrop also served as a member of the Board of Directors of the
Company between August 1986 and July 1992.
Each of the nominees has been engaged in his principal occupation set forth
above during the past five years, except as follows:
(i) During the past five years, Steven R. Appleton has served in various
capacities with the Company, its subsidiaries and affiliates, including
President and Chief Operating Officer and Vice President, Manufacturing of the
Company; Chairman of the Board, President and Chief Executive Officer of
Micron Semiconductor, Inc. (formerly a wholly owned subsidiary of the
Company).
5
<PAGE>
(ii) Thomas T. Nicholson also serves as President of Mountain View
Equipment, a farm equipment dealership, and is a partner of CC & T Land &
Livestock.
(iii) Don J. Simplot served as the President of Simplot Financial
Corporation, a wholly owned subsidiary of the J.R. Simplot Company, from
February 1985 until January 1992. In April 1994, Mr. Don Simplot was appointed
as a member of Office of the Chairman of the J.R. Simplot Company, a privately
held company involved in food processing and in manufacturing and marketing
fertilizers and agricultural chemicals. Mr. Don Simplot is also a director of
AirSensors, Inc., an alternative fuel conversion equipment company.
(iv) John R. Simplot served as the Chairman of the Board of Directors of the
J.R. Simplot Company prior to his retirement in April 1994. Mr. John R.
Simplot currently holds the honorary title of Chairman Emeritus of the J.R.
Simplot Company.
(v) Gordon C. Smith served from May 1988 until his retirement in March 1994
as the President and Chief Executive Officer of the J.R. Simplot Company. Mr.
Smith also served in various management positions from July 1980 until January
1992 for Simplot Financial Corporation, a wholly owned subsidiary of the J.R.
Simplot Company.
There is no family relationship between any director or executive officer of
the Company, except between John R. Simplot and Don J. Simplot, who are father
and son, respectively.
SECTION 16(a) COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own beneficially
more than ten percent (10%) of the Common Stock of the Company, to file
reports of ownership and changes of ownership with the Securities and Exchange
Commission and the New York Stock Exchange. Copies of all filed reports are
required to be furnished to the Company pursuant to Section 16(a). Based
solely on the reports received by the Company and on written representations
from reporting persons, the Company believes that the directors, executive
officers, and greater than ten percent (10%) beneficial owners complied with
all applicable filing requirements during the fiscal year ended August 29,
1996.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In March 1996 the Company, J.R. Simplot Company ("JRSC") and United Water
Idaho, Inc. agreed to jointly design, construct and operate a water pipeline
near the Company's manufacturing facilities in Boise, Idaho. The Company
contributed approximately $185,000 to Phase 1 of the project and JRSC
contributed approximately $245,000 to Phase 1 of the project.
In April 1996 Micron Electronics, Inc. purchased approximately 30 acres of
land adjacent to its PC manufacturing facilities in Nampa, Idaho from Jerry
Hess and AirStorage Inc. for approximately $575,000.
In June 1996 Simplot Canada Limited ("SCL") entered into an agreement with
the Canadian Imperial Bank of Commerce ("CIBC") for the forward sale of
2,600,000 shares of the Company's Common Stock. Pursuant to the terms of the
agreement, delivery of the 2,600,000 shares is expected to occur in June 2003
or sooner upon the occurrence of certain events. In July 1996 JRSC entered
into an agreement with CIBC for the forward sale of 5,000,000 shares of the
Company's Common Stock. Pursuant to the terms of the agreement, delivery of
the 5,000,000 shares is expected to occur in July 2003 or sooner upon the
occurrence of certain events. In connection with these forward sale
transactions, the Company's Chairman of the Board and Chief Financial Officer
have been given irrevocable proxies, effective until the Company's Annual
Meeting of Shareholders in 2003, to vote an aggregate of 7,600,000 shares of
the Company's Common Stock held by JRSC. In addition, in connection with these
transactions, the Company entered into Registration Rights Agreements with
CIBC which require the Company to register for re-sale, under certain
circumstances, the shares of Common Stock that are subject to the forward
sales.
In September 1996 the Company purchased approximately 80 acres of real
property adjacent to the Company's manufacturing facilities in Boise, Idaho
from JRSC for a purchase price of approximately $800,000.
6
<PAGE>
In October 1996 the Company purchased approximately 32 acres of real
property from the J.R. Simplot Self Declaration of Revocable Trust for the
construction of a freeway interchange near the Company's manufacturing
facilities in Boise, Idaho. The purchase price for the property was
approximately $221,000.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of sixteen meetings
during the fiscal year ended August 29, 1996. The Board of Directors has a
standing Audit Committee and a standing Compensation Committee.
The Audit Committee held two meetings during fiscal 1996. Mr. Nicholson and
Mr. Smith served on the Audit Committee during all of fiscal 1996. Mr. Allen
T. Noble, a former director of the Company, served on the Audit Committee
until his resignation from the Company's Board of Directors on February 5,
1996. Mr. Hess has served on the Audit Committee since February 5, 1996. The
Audit Committee is primarily responsible for reviewing the services performed
by the Company's independent accountants and evaluating the Company's
accounting principles and system of internal accounting controls.
The Compensation Committee held one meeting during fiscal 1996. Mr. Lothrop,
Mr. Nicholson and Mr. John R. Simplot served on the Compensation Committee
during all of fiscal 1996. Mr. Allen T. Noble, a former director of the
Company, served on the Compensation Committee until his resignation from the
Company's Board of Directors on February 5, 1996. The Compensation Committee
is primarily responsible for reviewing and approving the compensation for the
Company's officers. (See "Compensation Committee Interlocks and Insider
Participation" set forth herein.)
During fiscal 1996, all incumbent directors attended 75% or more of the
total number of meetings of the Board of Directors and of the total number of
meetings of all committees of the Board on which they served.
7
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following table shows all compensation paid to the Company's Chief
Executive Officer and the Company's other four most highly compensated
executive officers who were serving as executive officers at the end of fiscal
1996 for all services rendered to the Company and its subsidiaries for each of
the last three completed fiscal years:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------- ---------------
ALL OTHER
NAME AND PRINCIPAL FISCAL SALARY OTHER ANNUAL OPTIONS COMPENSATION
POSITION (1) YEAR (2) BONUS (3)(4) COMPENSATION (5) GRANTED (#)(6)(7) (8)
------------------ ------ -------- ---------- --------------- ----------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Steven R. Appleton 1996 $525,769 $1,553,179 $ 0 60,000 $29,772
Chairman, CEO and 1995 450,000 1,239,540 0 120,000 57,017
President 1994 436,624 640,246 0 100,000 42,397
Tyler A. Lowrey 1996 525,769 1,531,263 0 60,000 10,097
Vice Chairman and Chief 1995 450,000 1,245,274 0 120,000 15,262
Operations Officer (9) 1994 436,624 613,818 0 100,000 4,717
Wilbur G. Stover, Jr. 1996 330,384 844,700 0 50,000 15,111
Vice President, 1995 233,385 576,845 0 72,000 12,249
Finance, CFO 1994 156,692 189,385 0 49,998 4,176
Edward J. Heitzeberg 1996 216,923 788,291 0 45,000 25,295
Vice President, Design, 1995 200,000 613,047 0 80,000 25,000
Product Engineering and 1994 196,836 227,507 0 75,000 20,642
Quality Assurance
Donald D. Baldwin 1996 217,500 712,646 0 45,000 20,850
Vice President, Sales 1995 205,000 516,027 0 64,000 20,447
1994 200,949 201,758 0 75,000 16,112
</TABLE>
- ----------------
(1) Represents the Chief Executive Officer and four most highly compensated
executive officers, other than the Chief Executive Officer, in their
respective positions at the end of fiscal 1996.
(2) Includes compensation deferred by the employee under the Company's Section
401(k) retirement plan.
(3) Includes executive bonuses earned and paid during the fiscal year for
financial performance goals relating to previous fiscal years. See the
subheading "Payment/Exercise Restrictions" under "REPORT OF THE
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS REGARDING EXECUTIVE
COMPENSATION" set forth herein.
(4) Includes profit sharing and bonus compensation paid for achievement of
performance milestones and the filing and issuance of patents.
(5) Excludes the payment of certain perquisites and other benefits which in
the aggregate did not exceed the lesser of $50,000 or 10% of the named
executive's salary and bonus for such year.
(6) Includes options to purchase shares of the Company's Common Stock under
the Company's 1985 Incentive Stock Option Plan and the 1994 Stock Option
Plan (the "Stock Plans").
(7) Options granted under the Stock Plans reflect a 2-for-1 stock split
effected in the form of a stock dividend as of May 4, 1995, and a 5-for-2
stock split effected in the form of a stock dividend, as of April 1, 1994.
(8) Consists of (i) Company contributions made on the named executive's behalf
to the Section 401(k) retirement plans; and (ii) cash paid to the named
executive under the Company's time-off plan.
(9) During the fiscal year ended August 29, 1996, Mr. Lowrey served as the
Company's Chief Executive Officer for a nine day period in January 1996.
At other times during the fiscal year Mr. Lowrey served as Vice Chairman
and Chief Operations Officer. On September 29, 1996, Mr. Lowrey resigned
as Vice Chairman and as a director of the Company and as of September 30,
1996 Mr. Lowrey no longer served as an officer of the Company.
8
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on options granted under the
Company's 1994 Stock Option Plan in fiscal 1996 to the Named Executive
Officers:
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------
PERCENT OF
TOTAL EXERCISE POTENTIAL REALIZABLE VALUE
OPTIONS OR BASE AT ASSUMED ANNUAL RATES
OPTIONS GRANTED TO PRICE OF STOCK PRICE APPRECIATION
GRANTED EMPLOYEES IN PER EXPIRATION FOR OPTION TERM(3)
NAME (#)(1) FISCAL YEAR SHARE (2) DATE 5% 10%
---- ------- ------------ --------- ---------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Steven R. Appleton.......... 60,000 1.80% $80.25 10/2/01 $ 1,637,561 $ 3,715,066
Tyler A. Lowrey............. 60,000 1.80% 80.25 10/2/01 1,637,561 3,715,066
Wilbur G. Stover, Jr........ 50,000 1.50% 80.25 10/2/01 1,364,634 3,095,889
Edward J. Heitzeberg........ 45,000 1.35% 80.25 10/2/01 1,228,170 2,786,300
Donald D. Baldwin........... 45,000 1.35% 80.25 10/2/01 1,228,170 2,786,300
</TABLE>
- ----------------
(1) Options granted under the Company's 1994 Stock Option Plan typically have
a six (6) year term and vest over a five (5) year period in increments of
twenty percent (20%) per year. Options under such plan may be granted as
incentive stock options ("ISOs") or nonstatutory stock options ("NSOs").
ISOs are granted with an exercise price equal to 100% of the fair market
value of the Company's Common Stock on the date of grant, as defined under
the plan. All NSOs granted and set forth in the above table were granted
with an exercise price equal to 100% of the fair market value of the
Common Stock on the date of grant.
(2) Does not reflect an option exchange program (the "Exchange Program")
approved by the Company's Board of Directors on September 30, 1996.
Pursuant to the Exchange Program employees with options having an exercise
price in excess of $30.00 per share under the Company's Stock Plans may
elect to exchange such options for nonstatutory stock options having (i)
an exercise price equal to the average closing price of the Company's
Common Stock for the five business days preceding October 18, 1996, and
(ii) generally the same terms and conditions, including vesting and
expiration terms, as the options surrendered; provided, however, that
nonstatutory options cannot be exercised prior to January 18, 1997.
Options to purchase 2.8 million shares of the Company's Common Stock under
the 1985 Stock Option Plan are eligible for exchange for options issued
under the Nonstatutory Stock Option Plan adopted by the Board of Directors
on September 30, 1996. Options to purchase 907,000 shares of the Company's
Common Stock are eligible for exchange under the 1994 Stock Option Plan.
(3) Potential realizable value is based on an assumption that the stock price
for the Common Stock appreciates at the annual rate shown (compounded
annually) from the date of grant until the end of the six year option
term. Potential realizable value is shown net of exercise price. These
numbers are calculated based on the regulations promulgated by the
Securities and Exchange Commission and do not reflect the Company's
estimate of future stock price growth.
9
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
The following table provides information regarding option exercises in
fiscal 1996 by the Named Executive Officers and the value of such officers'
unexercised options at August 29, 1996:
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED IN-
UNEXERCISED THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FISCAL AT FISCAL
YEAR-END YEAR-END(1)
--------------------- ----------------
SHARES
ACQUISITION ON VALUE EXERCISABLE(E) EXERCISABLE(E)
NAME EXERCISE (#) REALIZED UNEXERCISABLE(U) UNEXERCISABLE(U)
---- -------------- ---------- --------------------- ----------------
<S> <C> <C> <C> <C>
Steven R. Appleton...... 71,750 $2,738,521 77,956 (E) $1,036,024 (E)
331,002 (U) 3,506,367 (U)
Tyler A. Lowrey......... 84,000 2,303,289 0 (E) 0 (E)
281,002 (U) 2,467,428 (U)
Wilbur G. Stover, Jr.... 39,398 794,279 0 (E) 0 (E)
161,602 (U) 1,089,623 (U)
Edward J. Heitzeberg.... 44,000 1,473,619 46,000 (E) 453,205 (E)
188,000 (U) 1,515,947 (U)
Donald D. Baldwin....... 59,800 2,534,369 0 (E) 0 (E)
170,200 (U) 1,373,815 (U)
</TABLE>
- ----------------
(1) Represents the difference between the exercise price of the options and
$23.00, the average closing price of the Company's Common Stock for the
five business days preceding August 29, 1996.
COMPENSATION OF DIRECTORS
Directors' Fees
Directors who are employees of the Company receive no additional or special
remuneration for their service as directors. Directors who are not employees
of the Company are entitled to receive a director fee of $4,000 for each Board
of Directors meeting attended. The Company also reimburses directors for
travel and lodging expenses, if any, incurred in connection with attendance at
Board meetings. Directors do not receive any additional or special
remuneration for their service on any of the committees established by the
Board of Directors.
Mr. Lothrop has entered into agreements with the Company pursuant to which
the receipt of his director fees is deferred until the first business day of
the calendar year in which he no longer serves as a director of the Company.
Deferred amounts, in the case of termination of service as a director, are
paid in five annual installments. In the event of death, the balance then owed
is paid in a single sum as soon as practicable following the death of the
director or former director. All amounts deferred are recorded as a liability
on the records of the Company. Such amounts accrue interest monthly at a rate
per annum equal to the Company's average investment portfolio yield for such
month. Mr. Smith had similar agreements with the Company which were terminated
in September 1996.
10
<PAGE>
TERMINATION OF EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL ARRANGEMENT
Severance Agreements
During fiscal 1996, the Company entered into severance agreements with each
of the Named Executive Officers and certain other officers of the Company
relating to termination and compensation upon termination. The severance
agreements supersede and replace the prior termination agreements with such
officers. The severance agreements allow either the Company or the officer to
terminate the officer's active employment with the Company for any reason,
voluntary or involuntary, with or without cause, by providing notice to that
effect in writing. The severance agreements provide that during a two year
"Transition Period" following termination, the officer will continue to
receive all benefits customarily provided to such officer while employed
including, but not limited to, salary, bonuses, executive bonuses, benefits
and continued vesting of any granted stock options. "Customarily provided"
refers to company practices and plans with respect to the officer's benefits
and compensation in effect as of the officer's date of termination
("Termination Date"). However, such terminated officers will not be entitled
to any new grants of interest in future executive bonus pools, any new grants
of stock options, and payment of any compensation that is deferred past the
Transition Period due to payment criteria of an incentive program, as those
criteria existed as of the Termination Date.
Change in Control Arrangement
On October 31, 1988, the Company's Board of Directors adopted an arrangement
whereby, upon any change in control of the Company, all unvested shares and
options shall vest, and all unpaid bonuses subject to installments shall be
immediately due and payable. "Change in Control" is defined under this
arrangement to mean the acquisition by any person or entity, directly,
indirectly or beneficially, acting alone or in concert, of more than thirty-
five percent (35%) of the Common Stock of the Company then outstanding.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE EXCHANGE
ACT OF 1934, AS AMENDED, THAT MIGHT INCORPORATE FUTURE FILINGS, INCLUDING THIS
PROXY STATEMENT, IN WHOLE OR IN PART, THE FOLLOWING REPORT AND THE PERFORMANCE
GRAPH SET FORTH HEREIN SHALL NOT BE INCORPORATED BY REFERENCE INTO ANY SUCH
FILINGS.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
REGARDING EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE
This report has been prepared by the Compensation Committee of the Board of
Directors of the Company (the "Committee"). Robert A. Lothrop, Thomas T.
Nicholson and John R. Simplot serve as members of the Committee. Mr. Allen T.
Noble, a former director of the Company, served on the Committee until his
resignation from the Company's Board of Directors in February 1996. Mr. Noble
did not participate in the preparation of this report. The Committee meets at
least annually or more frequently as the Company's Board of Directors may
request. The Committee's primary responsibilities include the review of
compensation, consisting of salary, bonuses, benefits, stock option grants and
other compensation, of the Company's executive officers. Compensation for the
Company's officers for fiscal 1996, including base salary, performance
bonuses, stock option grants, and other compensation, were determined by the
Compensation Committee and reviewed and approved by the Company's Board of
Directors.
EXECUTIVE OFFICER COMPENSATION
The executive officer compensation programs utilized by the Company are
described below for the purpose of providing a general understanding of the
various components of executive officer compensation. These executive officer
compensation programs are designed to attract, retain and reward highly
qualified executive officers who are important to the Company's success and to
provide incentives relating directly to the financial performance and long-
term growth of the Company and its subsidiaries. The various components of the
executive
11
<PAGE>
officer compensation programs used by the Company are, in most cases, the same
as those made available generally to employees of the Company and its
subsidiaries. The following is a summary of the executive officer compensation
programs:
Cash Compensation
Base Salary. Base salaries are established primarily upon an evaluation of
the executive officer's position and contributions to the Company, including
(i) individual performance, (ii) level of responsibility, (iii) technical
expertise, (iv) length of service, (v) Company performance and (vi) industry
compensation levels.
Company Performance Bonuses. Cash bonuses to executive officers are intended
to reward officers for the Company's financial performance during the fiscal
year. Accordingly, bonuses are determined based on performance criteria
established at the beginning of each fiscal year formulated primarily as a
percentage of the after-tax net profit of the Company at the end of the fiscal
year. Performance bonus percentages are established according to a subjective
analysis of each officer's contribution to the Company according to the same
criteria utilized to determine base salary.
Profit Sharing. The Company distributes ten percent (10%) of the Company's
quarterly after-tax net profits to all eligible employees of the Company. The
plan provides for equal allocation among all eligible employees of the first
$500,000 of amounts eligible for distribution. Amounts exceeding $500,000 are
distributed pro rata to eligible employees on the basis of base salary of
eligible employees.
Incentive Bonuses. From time to time, incentive cash bonuses are approved
for payment to employees, including executive officers, for the achievement of
milestones, the completion of projects identified as contributing
substantially to the Company's success, and the attainment of technological
advances.
Equity Compensation
In order to provide long-term incentive to the executive officers and
employees of the Company and its subsidiaries related to long-term growth in
the value of the Company's Common Stock, the Company issues incentive stock
options and nonstatutory stock options to such persons under the Company's
1985 Stock Incentive Plan and the Company's 1994 Stock Option Plan (the "Stock
Plans"). The determination of who receives stock options under the Stock Plans
and the number of stock options granted to each such recipient is based upon
the same criteria utilized to determine base salary.
On September 30, 1996, the Compensation Committee and the Board of Directors
approved an option exchange program pursuant to which employees with options
having an exercise price in excess of $30.00 per share under the Stock Plans
may elect to exchange such options for nonstatutory stock options having (i)
an exercise price equal to the average closing price of the Company's Common
Stock for the five business days preceding October 18, 1996, and (ii)
generally the same terms and conditions, including vesting and expiration
terms, as the options surrendered; provided, however, that nonstatutory
options cannot be exercised prior to January 18, 1997. Options to purchase 2.8
million shares of the Company's Common Stock under the 1985 Stock Option Plan
are eligible for exchange for options issued under the Nonstatutory Stock
Option Plan adopted by the Board of Directors on September 30, 1996. Options
to purchase 907,000 shares of the Company's Common Stock are eligible for
exchange under the 1994 Stock Option Plan.
Other Compensation
In addition to cash and equity compensation programs, the executive officers
participate in various other employee benefit plans, including, but not
limited to, a time-off plan. Under the time-off plan, all employees of the
Company, including executive officers, are allowed to accumulate a
predetermined nondiscriminatory number of hours for vacation, holiday, sick
time, emergencies and personal needs. Hours accumulated in excess of 500 that
are not used are paid in cash. Executive officer participation in various
clubs, organizations and associations may also be funded by the Company.
12
<PAGE>
Payment/Exercise Restrictions
In an effort to encourage employees and executive officers to remain
employed by the Company and to promote Company performance, many compensation
programs for employees and executive officers contain provisions which subject
the payment or realization of benefits under such programs to certain
conditions. In this regard, Company performance bonuses awarded to each
executive officer are earned and paid in equal annual installments over a five
year period, subject to the following conditions: (i) the Company is
profitable in the year of payment; (ii) the individual remains employed by the
Company or a subsidiary of the Company; and (iii) the Board of Directors
approves the payment of the annual installment. Likewise, stock options
granted to executive officers typically have a term of six years and vest
twenty percent (20%) each year for a period of five years from the date of
grant.
CEO COMPENSATION
On October 2, 1995, Steven R. Appleton's annual base salary was raised from
$450,000 to $550,000 based primarily on Mr. Appleton's overall performance and
the Company's performance during the prior fiscal year, Mr. Appleton's
anticipated performance for fiscal 1996 and the Committee's assessment of the
compensation practices of other semiconductor manufacturing companies.
Mr. Appleton's cash bonus payments in fiscal 1996 were attributable primarily
to the receipt of annual installments of Company performance bonuses for
fiscal years 1994, 1995 and 1996. See the description of "Company Performance
Bonuses" in this Report. See also the description under the subheading
"Payment/Exercises Restrictions" in this Report.
On October 2, 1995, the Committee granted Mr. Appleton stock options to
purchase 60,000 shares of the Company's Common Stock. The Company granted
stock options to other executive officers at the same time. The Compensation
Committee did not have a plan pursuant to which a predetermined number of
options was allocated to Mr. Appleton. The actual number of options granted to
Mr. Appleton was based upon subjective and objective factors, such as, his
individual performance, his position in the Company relative to the other
executive officers who received option grants on the same date, the Company's
overall performance, his length of service with the Company, his past
contributions to the success of the Company, his expected contributions to the
future success of the Company and industry practices.
Compensation Committee of the Board of Directors
Robert A. Lothrop
Thomas T. Nicholson
John R. Simplot
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1996, no members of the Compensation Committee were officers
or employees of the Company or any of its subsidiaries. In September 1996 the
Company purchased approximately 32 acres of real property from the J.R.
Simplot Self Declaration of Revocable Trust for the construction of a freeway
interchange near the Company's manufacturing facilities in Boise, Idaho. The
purchase price for the property was approximately $221,000.
13
<PAGE>
PERFORMANCE GRAPH
The following graph illustrates a five-year comparison of cumulative total
returns for the Company's Common Stock, the S&P 500 Composite Index, and the
S&P Electronics (Semiconductors) Index from August 31, 1991, through August
31, 1996. In September 1994, the Company was added to the S&P Electronics
(Semiconductors) Index. For purpose of this disclosure, current companies of
S&P Electronics (Semiconductors) Index include Advanced Micro Devices, Inc.;
Applied Materials, Inc.; Intel Corporation; Micron Technology, Inc.; Motorola,
Inc.; National Semiconductor Corporation; and Texas Instruments Incorporated.
Note: Management cautions that the stock price performance information shown
in the graph below is provided as of fiscal year-end and may not be indicative
of current stock price levels or future stock price performance.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG MICRON TECHNOLOGY, INC., S&P ELECTRONICS (SEMICONDUCTORS) INDEX
S&P 500 COMPOSITE INDEX
PERFORMANCE GRAPH APPEARS HERE
<TABLE>
<CAPTION> MICRON S&P S&P 500
Measurement Period TECHNOLOGY ELECTRONICS COMPOSITE
(Fiscal Year Covered) INC. INDEX INDEX
- ------------------- ---------- ----------- ---------
<S> <C> <C> <C>
Measurement Pt-08/31/91 $ 100 $100 $100
FYE 08/31/92 $ 108 $122 $108
FYE 08/31/93 $ 380 $274 $124
FYE 08/31/94 $ 720 $290 $131
FYE 08/31/95 $2,761 $515 $159
FYE 08/31/96 $ 820 $394 $189
</TABLE>
14
<PAGE>
The Company operates on a 52/53 week fiscal year which ends on the Thursday
closest to August 31. Accordingly, the last trading day of the Company's
fiscal year varies. For consistent presentation and comparison to the industry
indices shown herein, the Company has calculated its stock performance graph
assuming an August 31 year-end. The performance graph assumes $100 invested on
August 31, 1991, in Common Stock of Micron Technology, Inc., the S&P 500
Composite Index, and the S&P Electronics (Semiconductors) Index. Any dividends
paid during the period presented are assumed to be reinvested. The performance
was plotted using the following data:
<TABLE>
<CAPTION>
YEAR ENDING AUGUST 31
-------------------------------
1991 1992 1993 1994 1995 1996
---- ---- ---- ---- ------ ----
<S> <C> <C> <C> <C> <C> <C>
Micron Technology, Inc.......................... $100 $108 $380 $720 $2,761 $820
S&P Electronics (Semiconductors) Index.......... 100 122 274 290 $ 515 $394
S&P 500 Composite Index......................... 100 108 124 131 $ 159 $189
</TABLE>
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed Coopers & Lybrand L.L.P., independent
accountants, to audit the consolidated financial statements of the Company for
the fiscal year ending August 28, 1997. Coopers & Lybrand L.L.P. has been the
Company's independent accountants since fiscal 1985. Representatives of
Coopers & Lybrand L.L.P. are expected to be present at the Annual Meeting,
will have the opportunity to make a statement if they so desire, and are
expected to be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" THE RATIFICATION OF THE
APPOINTMENT OF COOPERS & LYBRAND L.L.P.
3. OTHER MATTERS
The Company knows of no other matters to be submitted at the Annual Meeting.
If any other matters properly come before the meeting, the persons named in
the accompanying form of Proxy will vote, in their discretion, the shares they
represent.
THE BOARD OF DIRECTORS
Dated: October 18, 1996
15
<PAGE>
[MAP APPEARS HERE]
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
[LOGO OF MICRON APPEARS HERE]
1996 ANNUAL MEETING OF SHAREHOLDERS
November 18, 1996
The undersigned shareholder(s) of Micron Technology, Inc., a Delaware
corporation, hereby acknowledges receipt of the Notice of 1996 Annual Meeting
of Shareholders and Proxy Statement, each dated October 18, 1996, and hereby
appoints Steven R. Appleton and Wilbur G. Stover, Jr., and each of them,
proxies and attorneys-in-fact, with full power to each of substitution, on
behalf and in the name of the undersigned, to represent the undersigned at the
1996 Annual Meeting of Shareholders of Micron Technology, Inc., to be held
November 18, 1996, at 9:00 a.m., Mountain Standard Time, at the BOISE CENTRE ON
THE GROVE, 850 W. Front Street, Boise, Idaho 83702, and at any adjournment or
adjournments thereof, and to vote (including cumulatively, if required) all
shares of Common Stock which the undersigned would be entitled to vote if then
and there personally present, on the matters set forth below:
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS: [_] FOR nominees listed below [_] WITHHOLD authority to vote for all
(except as indicated) nominees listed below
</TABLE>
IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THAT NOMINEE'S NAME IN THE FOLLOWING LIST: Steven R. Appleton;
Jerry M. Hess; Robert A. Lothrop; Thomas T. Nicholson; Don J. Simplot; John R.
Simplot; Gordon C. Smith
(to be signed on reverse side)
(continued from other side)
2. PROPOSAL TO RATIFY THE APPOINTMENT OF COOPERS & LYBRAND L.L.P. AS THE
COMPANY'S INDEPENDENT ACCOUNTANTS FOR FISCAL 1997:
<TABLE>
<S> <C> <C>
[_] FOR [_] AGAINST [_] ABSTAIN
</TABLE>
and in their discretion, upon such other matter or matters which may properly
come before the meeting or any adjournment or adjournments thereof.
The shares represented by this proxy when properly executed will be voted in
the manner directed herein by the undersigned shareholder(s). IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR ITEMS 1 AND 2. If any other matters
properly come before the meeting, or if cumulative voting is required, the
persons named in this proxy will vote, in their discretion, provided that they
will not vote in the election of directors for persons for whom authority to
vote has been withheld.
Dated _____________,1996
------------------------
Signature
------------------------
Signature
(This proxy should be voted, signed, and dated by the shareholder(s) exactly as
his or her name appears hereon, and returned promptly in the enclosed envelope.
Persons signing in a fiduciary capacity should so indicate. If shares are held
by joint tenants or as community property, both should sign.)
