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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-57973
7,600,000 SHARES
MICRON TECHNOLOGY, INC.
COMMON STOCK
All of the 7,600,000 shares of Common Stock (the "Shares") of Micron
Technology, Inc. ("Micron" or the "Company") offered hereby are being offered
for sale from time to time by one of the Company's stockholders (the "Selling
Stockholder"). See "Selling Stockholder." The Company has been advised that the
Selling Stockholder expects to deliver the shares to close out short positions
entered into in the course of hedging transactions. See "Plan of Distribution."
The Company will not receive any of the proceeds from the sales of shares by the
Selling Stockholder.
__________________
SEE "RISK FACTORS" COMMENCING ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
__________________
THE SELLING STOCKHOLDER WILL BEAR ALL DISCOUNTS AND COMMISSIONS PAID TO BROKERS,
DEALERS OR AGENTS IN CONNECTION WITH THE SALE OF THE SHARES AND THE FEES
AND EXPENSES OF ANY COUNSEL AND OTHER ADVISERS THAT THE SELLING
STOCKHOLDER MAY EMPLOY TO REPRESENT IT IN THIS OFFERING.
__________________
THE COMMON STOCK IS QUOTED ON THE NEW YORK STOCK EXCHANGE UNDER THE TRADING
SYMBOL "MU." ON JULY 23, 1998, THE LAST SALE PRICE OF THE COMMON
STOCK AS REPORTED BY THE NEW YORK STOCK EXCHANGE
TRANSACTIONS TAPE WAS $27 1/8 PER SHARE.
__________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
July 24, 1998
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, NW, Washington, D.C. 20549, and at the Commission's
Regional Offices located at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, New York,
New York 10048. Copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, NW, Washington, D.C.
20549, at prescribed rates. The Common Stock is listed on the New York Stock
Exchange. Reports, proxy statements and other information concerning the Company
may be inspected at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005. The Commission maintains a World Wide Web site
that contains reports, proxy statements and information statements and other
information regarding registrants that file electronically with the Commission.
The address of the World Wide Web site is http://www.sec.gov.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Shares. This Prospectus which
constitutes part of the Registration Statement does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information, reference is made to the Registration Statement. Statements
contained in this Prospectus as to the contents of any contract or other
document are not necessarily complete, and in each instance, reference is made
to the copy of such contract or document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference. For further information with respect to the Company, reference is
made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed with the Commission and are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
August 28, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarters
ended November 27, 1997, February 26, 1998 and May 28, 1998; and
(c) The Company's Registration Statement on Form 8-A (No. 1-10658),
declared effective by the Commission on November 28, 1990.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Registration Statement of which
this Prospectus forms a part and prior to the termination of the offering of the
Securities offered hereby shall be deemed to be incorporated by reference into
this Prospectus and to be a part of this Prospectus from the date of filing
thereof.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of the Registration Statement or this Prospectus to the extent that
a statement contained herein, in a Prospectus Supplement or in any other
document subsequently filed with the Commission which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
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statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of the Registration
Statement or this Prospectus.
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, on the written or oral
request of such person, a copy of any or all of the documents incorporated by
reference, other than exhibits to such documents. Requests should be directed
to Roderic W. Lewis, Vice President of Legal Affairs, General Counsel and
Corporate Secretary, Micron Technology, Inc., 8000 South Federal Way, P.O. Box
6, Boise, Idaho 83707-0006, telephone (208) 368-4000.
THE COMPANY
Micron Technology, Inc. ("Micron" or the "Company") designs, develops,
manufactures and markets semiconductor memory products, primarily DRAM, and,
through its approximately 64% owned subsidiary, Micron Electronics, Inc., the
Company develops, markets, manufactures and supports PC systems. Micron was
incorporated in Idaho in 1978 and reincorporated in Delaware in 1984. The
Company's executive offices and principal manufacturing operations are located
at 8000 South Federal Way, Boise, Idaho, 83707-0006 and its telephone number is
(208) 368-4000.
RISK FACTORS
An investment in the Common Stock being offered hereby involves a high
degree of risk. Prospective investors should carefully consider the following
risk factors, in addition to the other information contained in or incorporated
by reference into this Prospectus, before purchasing the Common Stock offered
hereby. This Prospectus contains or incorporates by reference forward-looking
statements that involve risk and uncertainties made by or on behalf of the
Company. The actual results of the Company may differ materially from the
results discussed in the forward-looking statements. Factors that might cause
such a difference include, but are not limited to, those discussed in "Risk
Factors" as well as elsewhere in this Prospectus.
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CERTAIN FACTORS
The Company has entered into an acquisition agreement with Texas Instruments
Incorporated ("TI") to purchase substantially all of TI's memory operations and
assume certain related liabilities, but this transaction has not yet been
consummated. The transaction is subject to several conditions, including
satisfactory completion of due diligence and completion of appropriate
agreements with various third parties. In particular, the Company and TI need to
obtain the consent of the Italian government as well as each of the partners and
bank syndicates to TECH Semiconductor Singapore Pte. Ltd. ("TECH") and KTI
Semiconductor ("KTI"). The transaction is subject to customary regulatory
approvals (including Hart-Scott-Rodino and European antitrust reviews). There
can be no assurance that the conditions required to effect the transition will
be met and that the transaction will ever be consummated.
The integration and successful operation of the pending business to be
acquired is dependent upon a number of factors, including, but not limited to:
the Company's ability to transfer its product and process technology into the
acquired facilities in a timely and cost-effective manner; the availability of
sufficient funds to upgrade certain equipment at the facilities, particularly
should the actual cost exceed the Company's current estimate; the ability of
TECH and KTI to restructure each of their existing financing arrangements and
secure adequate additional financing to provide equipped facilities capable of
utilizing Micron's manufacturing processes; the Company's receipt of adequate
assistance, service and support from TI during the transition period following
consummation of the transaction; the Company's ability to effectively manage
global semiconductor manufacturing operations and distribution channels and
expand its sales and marketing programs; the Company's ability to retain key
employees of the acquired operations; the Company's success in transitioning the
key business relationships from TI's memory operations to the Company; the
Company's ability to implement and/or integrate information systems capable of
handling the expanded operations, including year 2000 compliance; and the
Company's ability to successfully integrate differing management structures, all
of which require significant management time and resources. In addition, the
long-term successful operation of the pending business to be acquired is
dependent upon the market for the Company's semiconductor memory products and
the Company's long-term ability to reduce manufacturing costs at a rate
commensurate with the decline in average selling prices for such products.
If consummated, it is expected that the pending acquisition will substantially
increase the Company's share of the worldwide DRAM market, and as a result the
Company would become even more sensitive to fluctuations in pricing for
semiconductor memory products. Many customers prefer multiple sources of supply
for semiconductor memory products, therefore the Company may not retain all of
TI's semiconductor memory market as some of TI's customers are currently
customers of the Company. It may become difficult to increase the Company's
customer base to a level required to sell the expected increase in production of
semiconductor memory products as a result of the transfer of its product and
process technology into the TI semiconductor memory production facilities. If
the Company is successful in the transfer of its product and process technology
into the acquired production facilities the amount of worldwide semiconductor
memory capacity could increase, resulting in further downward pricing pressure
on the Company's semiconductor memory products.
The pending acquisition is expected to have a significant effect on the
Company's future results of operations and cash flows, including, but not
limited to: a considerable negative impact on gross margin in the near term due
in part to significantly higher per unit manufacturing costs at the acquired
facilities; costs related to the assimilation of the acquired operations;
increased interest expense associated with the $740 million principal amount of
convertible subordinated notes ("Convertible Notes") and $210 million principal
amount of subordinated notes ("Subordinated Notes") to be issued in connection
with the TI acquisition and the Italian debt to be assumed in the transaction;
an increase in capital spending relating to the newly acquired facilities; and
the potential for further downward pressure on the average selling prices the
Company receives on its semiconductor memory products. The Company will account
for the pending acquisition as a purchase, which could result in a write-off
related to in-process research and development at the time of closing of the
acquisition and the creation of intangible assets that could result in
significant future amortization expense.
The semiconductor memory industry is characterized by rapid technological
change, frequent product introductions and enhancements, difficult product
transitions, relatively short product life cycles, and volatile market
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conditions. These characteristics historically have made the semiconductor
industry highly cyclical, particularly in the market for DRAMs, which are the
Company's primary semiconductor memory products. The semiconductor industry has
a history of declining average sales prices as products mature. Long-term
average decreases in sales prices for semiconductor memory products approximate
30% on an annualized basis; however, significant fluctuations from this rate
have occurred from time to time, as evidenced by the 75% decline in average
selling prices for the Company's semiconductor memory products for 1997 and the
sequential 25%, 26% and 30% declines in average selling prices in the first,
second and third quarters of 1998 as compared to the preceding quarters.
The selling prices for the Company's semiconductor memory products fluctuate
significantly with real and perceived changes in the balance of supply and
demand for these commodity products. Growth in worldwide supply has outpaced
growth in worldwide demand in recent periods, resulting in a significant
decrease in average selling prices for the Company's semiconductor memory
products. For most of fiscal 1997 the rate at which the Company was able to
decrease per unit manufacturing costs exceeded the rate of decline in average
selling prices, due mainly to a transition to a higher density product.
However, in the fourth quarter of 1997 and the first nine months of 1998 the
Company was unable to decrease per unit manufacturing costs at a rate
commensurate with the decline in average selling prices. In the event that
average selling prices continue to decline at a faster rate than that at which
the Company is able to decrease per unit manufacturing costs, the Company could
be materially adversely affected in its operations, cash flows and financial
condition. The amount of capacity to be placed into production and future yield
improvements by the Company and its competitors could dramatically increase
worldwide supply of semiconductor memory and increase downward pressure on
pricing. Further, the Company has no firm information with which to determine
inventory levels of its competitors, or to determine the likelihood that
substantial inventory liquidation may occur and cause further downward pressure
on pricing.
In the event that average selling prices continue to decline at a faster rate
than that at which the Company is able to decrease per unit manufacturing costs,
the Company would likely be required to make changes in its operations,
including but not limited to, reduction of the amount or changes in the timing
of its capital expenditures, renegotiation of existing debt agreements,
reduction of production and workforce levels, reduction of research and
development, or changes in the products produced.
Worldwide semiconductor pricing can be and has been influenced by currency
fluctuations. In the last twelve months the Korean Won, the New Taiwan Dollar
and the Japanese Yen were devalued significantly, dropping approximately 55%,
24% and 21%, respectively, compared to the U.S. dollar. The Company believes
the Asian economic crisis, particularly in Korea, has prompted Asian
competitors to price DRAM products significantly lower in an attempt to
increase exports and realize U.S. dollars to service their near term debts.
The Company believes these currency devaluations may have a significant
adverse impact on DRAM pricing if the Company's Asian competitors effectively
offer products at significantly lower prices as a result of their respective
currency devaluations. While the Company cannot predict the overall impact of
the Asian currency devaluations, the Company's products may be subject to
further downward pricing pressure. If average selling prices for semiconductor
memory products continue to decline, the Company's results of operations and
cash flow will continue to be adversely affected.
Approximately 68% of the Company's sales of semiconductor memory products
during the third quarter of 1998 were directly into the PC or peripheral
markets. DRAMs are the most widely used semiconductor memory component in most
PC systems. Should the rate of growth of sales of PC systems or the rate of
growth in the amount of memory per PC system decrease, the growth rate for sales
of semiconductor memory could also decrease, placing further downward pressure
on selling prices for the Company's semiconductor memory products. The Company
is unable to predict changes in industry supply, major customer inventory
management strategies, or end user demand, which are significant factors
influencing pricing for the Company's semiconductor memory products. In recent
periods the PC industry has seen a shift in demand towards sub-$1000 PCs. While
the Company cannot predict with any degree of accuracy the future impact on the
PC and semiconductor industry of this shift, possible effects include, but are
not limited to, further downward pricing pressure on PC systems and further
downward pricing pressure on semiconductor memory products.
The Company's operating results are significantly impacted by the operating
results of its consolidated subsidiaries, particularly Micron Electronics, Inc.
("MEI"). MEI's past operating results have been, and its future operating
results may be, subject to seasonality and other fluctuations, on a quarterly
and an annual basis, as a result of a wide variety of factors, including, but
not limited to, industry competition, MEI's ability to accurately forecast
demand and selling
5
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prices for its PC products, fluctuating market pricing for
PCs and semiconductor memory products, seasonal government purchasing cycles,
inventory obsolescence, MEI's ability to effectively manage inventory levels,
changes in product mix, manufacturing and production constraints, fluctuating
component costs, the effects of product reviews and industry awards, critical
component availability, seasonal cycles common in the PC industry and the timing
of new product introductions by MEI and its competitors. Changing circumstances,
including but not limited to, changes in the Company's core operations, uses of
capital, strategic objectives and market conditions, could result in the Company
changing its ownership interest in its subsidiaries.
The Company is engaged in ongoing efforts to enhance its semiconductor
production processes to reduce per unit costs by reducing the die size of
existing products. The result of such efforts has led to a significant increase
in megabit production. There can be no assurance that the Company will be able
to maintain or approximate increases in megabit production at a level
approaching that experienced in recent periods or that the Company will not
experience decreases in production volume as it attempts to implement future
technologies. Further, from time to time, the Company experiences volatility in
its manufacturing yields, as it is not unusual to encounter difficulties in
ramping latest shrink versions of existing devices or new generation devices to
commercial volumes. The Company's ability to reduce per unit manufacturing
costs of its semiconductor memory products is largely dependent on its ability
to design and develop new generation products and shrink versions of existing
products and its ability to ramp such products at acceptable rates to acceptable
yields, of which there can be no assurance.
The semiconductor memory industry is characterized by frequent product
introductions and enhancements. The Company's transition to Synchronous DRAM
("SDRAM") products reached approximately 70% of DRAM wafer starts at the end of
the third quarter of 1998. The Company's transition from the 16 Meg to the 64
Meg SDRAM as its primary memory product is expected to occur in the fourth
quarter of calendar 1998. It is not unusual to encounter difficulties in
manufacturing while transitioning to shrink versions of existing products or new
generation products. Future gross margins will be adversely impacted if the
Company is unable to efficiently transition to shrink versions of the 64 Meg
SDRAM.
DRAM manufacturers generally have substantial ongoing capital requirements to
maintain or increase manufacturing capacity. Historically, the Company has
reinvested substantially all cash flow from semiconductor memory operations in
capacity expansion and enhancement programs. The Company's cash flows from
operations are significantly affected by average selling prices and variable
cost per megabit for the Company's semiconductor memory products. For the first
nine months of 1998, the rate of decline in average selling prices for
semiconductor memory products surpassed the rate at which the Company was able
to decrease costs per megabit, and as a result the Company's cash flows have
been significantly and adversely affected. If for any extended period of time
average selling prices decline faster than the rate at which the Company is able
to decrease per unit manufacturing costs, the Company may not be able to
generate sufficient cash flows from operations to sustain operations. The
Company anticipates that it will spend approximately $900 million in fiscal 1998
for purchases of equipment and construction and improvement of buildings at the
Company's existing facilities. However, in the event current market conditions
continue, the Company does not expect to have sufficient internal sources of
liquidity to effect its current operational plan and will need to secure
additional financing from external sources. The Company has a $500 million
revolving credit agreement, which is available to finance its semiconductor
operations. However, the agreement contains certain restrictive covenants,
including a minimum fixed charge coverage ratio and a maximum operating losses
covenant. On June 16, 1998, the Company amended the agreement to collateralize
the facility with certain accounts receivable, inventory and equipment at its
Boise facility and modify the maximum operating loss covenant for the third
quarter of 1998. There can be no assurance that the Company will be able to
meet the terms of the covenants and conditions in the agreement, borrow under
the agreement, renegotiate a satisfactory new agreement, or replace the existing
agreement with a satisfactory replacement, in which event the Company may not
have access to the credit facility. Cash generated by, and credit lines
available to, MEI are not anticipated to be available to finance other Micron
operations. The Company is currently evaluating a number of financing
alternatives. There can be no assurance that external sources of liquidity will
be available to fund the Company's ongoing operations or the Company's capacity
enhancement program. The failure to obtain financing would hinder the Company's
ability to make continued investments in its capacity enhancement program, which
could materially adversely affect the Company's business and results of
operations.
6
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Completion of the Company's semiconductor manufacturing facility in Lehi, Utah
was suspended in February 1996, as a result of the decline in average selling
prices for semiconductor memory products. As of May 28, 1998, the Company had
invested approximately $700 million in the Lehi facility. The cost to complete
the Lehi facility is estimated to approximate $1.6 billion. Completion of the
Lehi production facilities is dependent upon market conditions. Test capacity
previously expected to be provided by the Lehi facility in 1998 has been further
delayed and the Company does not plan to complete the Lehi facility until market
conditions warrant. Market conditions which the Company expects to evaluate
include, but are not limited to, worldwide market supply and demand of
semiconductor products and the Company's operations, cash flows and alternative
uses of capital and production facilities. There can be no assurance that the
Company will be able to fund the completion of the Lehi manufacturing facility.
The failure by the Company to complete the facility would likely result in the
Company being required to write off all or a portion of the facility's cost,
which could have a material adverse effect on the Company's business and results
of operations. In addition, in the event that market conditions improve, there
can be no assurance that the Company can commence manufacturing at the Lehi
facility in a timely, cost effective manner that enables it to take advantage of
the improved market conditions.
The semiconductor and PC industries have experienced a substantial amount of
litigation regarding patent and other intellectual property rights. In the
future, litigation may be necessary to enforce patents issued to the Company, to
protect trade secrets or know-how owned by the Company, or to defend the Company
against claimed infringement of the rights of others. The Company has from time
to time received, and may in the future receive, communications alleging that
its products or its processes may infringe on product or process technology
rights held by others. The Company has entered into a number of patent and
intellectual property license agreements with third parties, some of which
require one-time or periodic royalty payments. It may be necessary or
advantageous in the future for the Company to obtain additional patent licenses
or to renew existing license agreements. The Company is unable to predict
whether these license agreements can be obtained or renewed on terms acceptable
to the Company. Adverse determinations that the Company's manufacturing
processes or products have infringed on the product or process rights held by
others could subject the Company to significant liabilities to third parties or
require material changes in production processes or products, any of which could
have a material adverse effect on the Company's business, results of operations
and financial condition.
The Company is dependent upon a limited number of key management and technical
personnel. In addition, the Company's future success will depend in part upon
its ability to attract and retain highly qualified personnel, particularly as
the Company engages in worldwide operations and adds different product types to
its product line, which will require parallel design efforts and significantly
increase the need for highly skilled technical personnel. The Company competes
for such personnel with other companies, academic institutions, government
entities and other organizations. In recent periods, the Company has
experienced increased recruitment of its existing personnel by other employers.
There can be no assurance that the Company will be successful in hiring or
retaining qualified personnel. Any loss of key personnel or the inability to
hire or retain qualified personnel could have a material adverse effect on the
Company's business and results of operations.
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USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholder.
SELLING STOCKHOLDER
The following table sets forth the name of the Selling Stockholder, the
number of shares of Common Stock that the Selling Stockholder beneficially owned
as of June 26, 1998, the number of shares of Common Stock beneficially owned by
the Selling Stockholder that may be offered for sale from time to time by this
Prospectus, the number of shares of Common Stock to be beneficially owned by the
Selling Stockholder assuming the sale of all the Common Stock offered hereby and
the percentage of the outstanding shares of the Company's Common Stock to be
beneficially owned by the Selling Stockholder after completion of the offering.
Except as indicated, the Selling Stockholder has not held any position or office
or had a material relationship with the Company or any of its affiliates within
the past three years other than as a result of the ownership of the Company's
Common Stock. The Company may amend or supplement this Prospectus from time to
time to update the disclosure set forth herein.
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<TABLE>
<CAPTION>
Prior to the Offering Following the Offering
--------------------- ----------------------
Selling Stockholder Shares Owned Percentage Shares Offered Shares Owned Percentage
------------------- ------------ ---------- -------------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Canadian Imperial Bank of
Commerce (1)................ -0- 0% 7,600,000 -0- 0%
</TABLE>
__________________
(1) Prior to the offering made by this Prospectus, the Shares being offered by
this Prospectus were beneficially owned by J.R. Simplot Company and, in
connection with such offering, are to be delivered to Canadian Imperial
Bank of Commerce ("CIBC") as collateral for loans from CIBC. Including such
Shares, J.R. Simplot Company beneficially owns an aggregate of 18,699,000
shares of Common Stock, constituting 8.8% of the shares of Common Stock
outstanding on June 26, 1998. Mr. Don Simplot, a member of the Micron's
Board of Directors, 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.
The preceding table has been prepared based upon the information furnished
to the Company by CIBC, except that (i) information regarding J.R. Simplot
Company and Mr. Don Simplot has been furnished by J.R. Simplot Company and (ii)
information regarding the outstanding shares of Common Stock has been furnished
by Micron. Only a Selling Stockholder identified in the foregoing table may sell
Shares pursuant to the Registration Statement of which this Prospectus forms a
part. Information set forth in the foregoing table may change from time to time
and any such changed information will be set forth in a Prospectus Supplement if
and when necessary.
PLAN OF DISTRIBUTION
In June and July 1996, J.R. Simplot Company and an affiliate entered into
derivative transactions with Canadian Imperial Bank of Commerce ("CIBC")
relating to 7,600,000 of the shares of the Common Stock owned by J.R. Simplot
Company and the affiliate. At that time, CIBC hedged its potential obligations
pursuant to such transactions by engaging, directly or through its affiliates,
in short sales of the Common Stock. Pursuant to a Revolving Loan Agreement and
a Pledge Agreement, each dated July 24, 1998, (the "Loan Agreement" and "Pledge
Agreement," respectively) CIBC has agreed to make revolving loans to J.R.
Simplot Company in the aggregate amount of up to $200 million, secured by a
pledge by J.R. Simplot Company of certain shares of Common Stock owned by it.
Pursuant to the Pledge Agreement, CIBC is authorized to rehypothecate the shares
of Common Stock deposited with it as collateral for the revolving loans. The
shares of Common Stock so deposited are the Shares being offered by this
Prospectus. CIBC intends promptly to deliver all of such 7,600,000 pledged
Shares pursuant to this Prospectus to repay stock loans incurred in connection
with existing short sale positions of CIBC and its affiliates in the Common
Stock. J.R. Simplot Company and CIBC have advised the Company that J.R. Simplot
Company will not realize any proceeds from the transfer of the Shares covered by
this Prospectus to CIBC or from their application by CIBC to repay existing
stock loans.
The Shares covered by this Prospectus may be offered and sold from time to
time. In effecting the transactions contemplated by this Prospectus, CIBC and
J.R. Simplot Company will act independently of the Company and, except with
respect to the Loan Agreement and the Pledge Agreement, will act independently
of each other. CIBC and J.R. Simplot Company have advised the Company that they
will act independently of each other in making decisions with respect to the
timing, manner and size of each sale pursuant to this Prospectus.
In effecting sales of the Shares, CIBC may arrange for brokers, dealers or
agents to participate. Brokers, dealers or agents may receive commissions,
discounts or concessions from CIBC in amounts to be negotiated prior to the
sale. Such brokers, dealers or agents and any other participating brokers,
dealers or agents may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with such sales, and any such commissions,
discounts or concessions may be deemed to be underwriting discounts or
commissions under the Securities Act.
The Company has advised J.R. Simplot Company and CIBC that the anti-
manipulation rules of Regulation M under the Exchange Act may apply to sales of
Shares in the market and to the activities of J.R. Simplot Company, CIBC and
their respective affiliates. In addition, the Company will make copies of this
Prospectus available to CIBC and has informed CIBC of the need for delivery of
copies of this Prospectus to purchasers at or prior to the time of any sale of
the Shares offered hereby.
At the time a particular offer of Shares is made, if required, a Prospectus
Supplement will be distributed that will set forth the number of Shares being
offered and the terms of the offering.
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There can be no assurance that J.R. Simplot Company will pledge, or that
CIBC will rehypothecate and deliver, all or any of the Shares.
LEGAL OPINIONS
The validity of the Securities is being passed upon for the Company by
Roderic W. Lewis, Esq., Vice President, Legal Affairs, General Counsel and
Corporate Secretary, Micron Technology, Inc., 8000 South Federal Way, P.O. Box
6, Boise, Idaho 83707-0006, Telephone, (208) 368-4517.
EXPERTS
The consolidated balance sheets of Micron Technology, Inc. and subsidiaries
as of August 28, 1997 and August 29, 1996 and the consolidated statements of
operations, shareholders' equity and cash flows for each of the three years in
the period ended August 28, 1997 incorporated herein by reference to the Annual
Report on Form 10-K of Micron Technology, Inc. for the year ended August 28,
1997 have been so incorporated in reliance upon the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the
authority of that firm as experts in accounting and auditing.
10
