-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T3+7HgR4pRO+JRbC/Ah/7Ch01eYBRRXH2h4FAQNEbdfr6HtazxUSNH69TUS7ql1i 1VIYu8+fKM9tnvzApZKamg== 0001003342-95-000002.txt : 19951130 0001003342-95-000002.hdr.sgml : 19951130 ACCESSION NUMBER: 0001003342-95-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19951128 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MICRON TECHNOLOGY INC CENTRAL INDEX KEY: 0000723125 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 751618004 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37198 FILM NUMBER: 95596678 BUSINESS ADDRESS: STREET 1: 2805 E COLUMBIA RD CITY: BOISE STATE: ID ZIP: 83706 BUSINESS PHONE: 2083684000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SONNENSCHEIN NATH & ROSENTHAL CENTRAL INDEX KEY: 0001003342 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1301 K STREET NW STREET 2: SUITE 600 EAST TOWER CITY: WASHINGTON STATE: DC ZIP: 20005 BUSINESS PHONE: 2024086432 MAIL ADDRESS: STREET 1: 1301 K ST NW STREET 2: SUITE 600 EAST TOWER CITY: WASHINGTON STATE: DC ZIP: 20005 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 SCHEDULE 13D Under the Securities Exchange Act of 1934 MICRON TECHNOLOGY, INC. (Name of Issuer) Common Stock, $.10 par value (Title of Class of Securities) 595112-4 (CUSIP Number) Jacques K. Meguire, Esq. Kenda K. Tomes, Esq. SONNENSCHEIN NATH & ROSENTHAL 8000 Sears Tower Chicago, Illinois 60606 Telephone: (312) 876-8000 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) November 1, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ] Check the following box if a fee is being paid with this statement [ ]. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act. (Continued on following page(s)) CUSIP NUMBER 595112-4 _________________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John R. Simplot ###-##-#### _________________________________________________________________ 2 CHECK THE APPROPRIATE BOX (a) [ ] IF A MEMBER OF A GROUP (b) [X] _________________________________________________________________ 3 SEC USE ONLY _________________________________________________________________ 4 SOURCE OF FUNDS* OO _________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] _________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States _________________________________________________________________ : : (7) SOLE VOTING POWER : 18,025,049 :________________________________ : : (8) SHARED VOTING POWER : -O- NUMBER OF SHARES BENEFICIALLY :________________________________ OWNED BY EACH REPORTING : PERSON WITH : (9) SOLE DISPOSITIVE POWER : 18,025,049 :________________________________ : : (10) SHARED DISPOSITIVE POWER : -O- ________________________________:________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,025,049 _________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] _________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.7% _________________________________________________________________ 14 TYPE OF REPORTING PERSON IN _________________________________________________________________ CUSIP NUMBER 595112-4 _________________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON J. R. Simplot Self-Declaration of Revocable Trust dated December 21, 1989 _________________________________________________________________ 2 CHECK THE APPROPRIATE BOX (a) [ ] IF A MEMBER OF A GROUP (b) [X] _________________________________________________________________ 3 SEC USE ONLY _________________________________________________________________ 4 SOURCE OF FUNDS* OO _________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] _________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Idaho _________________________________________________________________ : : (7) SOLE VOTING POWER : 11,902,651 :________________________________ : : (8) SHARED VOTING POWER : -O- NUMBER OF SHARES BENEFICIALLY :________________________________ OWNED BY EACH REPORTING : PERSON WITH : (9) SOLE DISPOSITIVE POWER : 11,902,651 :________________________________ : : (10) SHARED DISPOSITIVE POWER : -O- ________________________________:________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,902,651 _________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] _________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% _________________________________________________________________ 14 TYPE OF REPORTING PERSON OO _________________________________________________________________ CUSIP NUMBER 595112-4 _________________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JRS Properties L.P. EIN #82-0485383 _________________________________________________________________ 2 CHECK THE APPROPRIATE BOX (a) [ ] IF A MEMBER OF A GROUP (b) [X] _________________________________________________________________ 3 SEC USE ONLY _________________________________________________________________ 4 SOURCE OF FUNDS* OO _________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] _________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Idaho _________________________________________________________________ : : (7) SOLE VOTING POWER : 6,122,449 :________________________________ : : (8) SHARED VOTING POWER : -O- NUMBER OF SHARES BENEFICIALLY :________________________________ OWNED BY EACH REPORTING : PERSON WITH : (9) SOLE DISPOSITIVE POWER : 6,122,449 :________________________________ : : (10) SHARED DISPOSITIVE POWER : -O- ________________________________:________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,122,449 _________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] _________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% _________________________________________________________________ 14 TYPE OF REPORTING PERSON PN _________________________________________________________________ CUSIP NUMBER 595112-4 _________________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON J. R. Simplot Company _________________________________________________________________ 2 CHECK THE APPROPRIATE BOX (a) [ ] IF A MEMBER OF A GROUP (b) [X] _________________________________________________________________ 3 SEC USE ONLY _________________________________________________________________ 4 SOURCE OF FUNDS* OO _________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] _________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION State of Nevada _________________________________________________________________ : : (7) SOLE VOTING POWER : 26,299,000 :________________________________ : : (8) SHARED VOTING POWER : -O- NUMBER OF SHARES BENEFICIALLY :________________________________ OWNED BY EACH REPORTING : PERSON WITH : (9) SOLE DISPOSITIVE POWER : 26,299,000 :________________________________ : : (10) SHARED DISPOSITIVE POWER : -O- ________________________________:________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,299,000 _________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] _________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.7% _________________________________________________________________ 14 TYPE OF REPORTING PERSON CO _________________________________________________________________ CUSIP NUMBER 595112-4 _________________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Simplot Canada Limited _________________________________________________________________ 2 CHECK THE APPROPRIATE BOX (a) [ ] IF A MEMBER OF A GROUP (b) [X] _________________________________________________________________ 3 SEC USE ONLY _________________________________________________________________ 4 SOURCE OF FUNDS* WC _________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] _________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada _________________________________________________________________ : : (7) SOLE VOTING POWER : 2,600,000 :________________________________ : : (8) SHARED VOTING POWER : -O- NUMBER OF SHARES BENEFICIALLY :________________________________ OWNED BY EACH REPORTING : PERSON WITH : (9) SOLE DISPOSITIVE POWER : 2,600,000 :________________________________ : : (10) SHARED DISPOSITIVE POWER : -O- ________________________________:________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,600,000 _________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] _________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2% _________________________________________________________________ 14 TYPE OF REPORTING PERSON CO _________________________________________________________________ Item 1. Security and Issuer This Amendment No. 4 to Schedule 13D, filed on behalf of John R. Simplot, J. R. Simplot Self-Declaration of Revocable Trust dated December 21, 1989, JRS Partnership, L.P., J. R. Simplot Company and Simplot Canada Limited (collectively, the "Reporting Persons"), relates to the class of common stock, $.10 par value (the "Common Stock"), of Micron Technology, Inc. a Delaware corporation (the "Issuer"), with its principal offices located at 8000 South Federal Way, Post Office Box 6, Boise, Idaho 83707-0006. Item 2. Identity and Background The following information is given with respect to the Reporting Persons: The principal business address of John R. Simplot ("Mr. Simplot") is 999 Main Street, Suite 1300, Boise, Idaho 83702. Mr. Simplot is the sole trustee of the J. R. Simplot Self- Declaration of Revocable Trust dated December 21, 1989 (the "Revocable Trust") and he is the general partner of JRS Partnership L.P., an Idaho limited partnership, (the "Partnership"). His principal business is investment planning. The principal business address of the Revocable Trust is 999 Main Street, Suite 1300, Boise, Idaho 83702. Mr. Simplot is the sole trustee of the Revocable Trust. The Revocable Trust is the sole general partner of the S-Sixteen Partnership, an Idaho limited partnership (the "S-Sixteen Partnership"). The principal business of the Revocable Trust is investment planning. The principal business address of the Partnership is 999 Main Street, Suite 1300, Boise, Idaho 83702. Mr. Simplot is the sole general partner of the Partnership and also holds a limited partner's interest in the Partnership. The principal business of the Partnership is investment planning. The principal business address of J. R. Simplot Company, a Nevada corporation (the "Company") is 999 Main Street, Suite 1300, Boise, Idaho 83702. The principal business of the Company is food processing, manufacturing and sales of fertilizers and agricultural chemicals. The voting stock of the Company is owned by members of the Simplot family. Mr. Simplot does not own any voting stock of the Company. Information concerning the officers and directors of the Company is included in Annex I and incorporated herein by reference. The principal business address of Simplot Canada Limited ("SCL") is 1400-17 Street East Brandon, Manitoba R7A 7C4 Canada. SCL is a wholly-owned subsidiary of the Company. Information concerning the officers and directors of SCL is included in Annex II and incorporated herein by reference. The principal business of SCL is fertilizer and agriculture. None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). In addition, none of the Reporting Persons has, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Simplot is a citizen of the United States of America. The Revocable Trust and the Partnership are entities organized under the laws of the State of Idaho. The Company is an entity organized under the laws of the State of Nevada. SCL is organized under the laws of the Canada. Item 3. Source and Amount of Funds or Other Consideration The Common Stock listed in Item 5 were acquired with the following sources of funds: On November 1, 1995, Mr. Simplot, as trustee and settlor of the Revocable Trust, distributed 6,000,000 shares of Common Stock (the "Transferred Shares"), which are the subject of this Schedule 13D filing, from the Revocable Trust to himself. Immediately thereafter, Mr. Simplot contributed the Transferred Shares to the Partnership. The consideration paid by the Partnership to Mr. Simplot for the Transferred Shares was a general partner's interest and a limited partner's interest in the Partnership. On November 7, 1995, the S-Sixteen Partnership purchased 122,500 shares of Common Stock with funds contributed by the Revocable Trust. On November 8, 1995, the S-Sixteen Partnership contributed 122,449 shares of Common Stock to the Partnership. The consideration paid by S-Sixteen Partnership for the 122,500 shares of Common Stock purchased on November 7, 1995 was $8,463,770, including commissions. On November 6, 1995, the Revocable Trust borrowed such amount from Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") under a customary margin loan, pursuant to a previously-reported Cash Management Account Agreement dated January 11, 1990 between the Revocable Trust and Merrill Lynch ("CMA Agreement"), and contributed such amount to the S-Sixteen Partnership. The consideration paid by the Partnership to the S-Sixteen Partnership for the 122,449 shares of Common Stock was a limited partner's interest in the Partnership. Mr. Simplot and the Revocable Trust acquired the Common Stock listed in Item 5 with personal funds and funds provided pursuant to the previously-reported CMA Agreement. Pursuant to the CMA Agreement, the Revocable Trust pledged all its assets to Merrill Lynch to secure its margin loans. Pursuant to a Continuing Guarantee Unlimited dated November 1, 1995, Mr. Simplot guaranteed the payment to Merrill Lynch of: (1) all commissions, fees, expenses or charges which Merrill Lynch may incur in the execution of the Revocable Trust's orders; (2) the purchase price or delivery of all securities purchased by the Revocable Trust with funds borrowed from Merrill Lynch; and (3) any losses which Merrill Lynch may sustain on the Revocable Trust's accounts. Pursuant to the Supplemental Agreement for Borrowing Against Shelf-registered, Control or Restricted Securities dated November 1, 1995, the Partnership pledged the 6,122,449 shares of Common Stock held by the Partnership as collateral to secure all customary margin loans extended by Merrill Lynch to the Revocable Trust. The Company acquired the Common Stock listed in Item 5 pursuant to the merger of Simplot Financial Corporation ("SFC") into the Company. SFC acquired the Common Stock from the Issuer pursuant to private placement offerings. SCL acquired to Common Stock listed in Item 5 with working capital in the amount of $17,095,000. Item 4. Purpose of Transaction The securities listed in Item 5 as held by each Reporting Person are held for investment purposes. Subject to availability and price, and subject to applicable laws and regulations, each of the Reporting Persons may acquire additional shares of Common Stock or dispose of shares of Common Stock owned by such Reporting Person at any time or from time to time. Except as set forth in this Item 4, the Reporting Persons have no other present plans or proposals that relate to or that could result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer (a) Mr. Simplot beneficially owns an aggregate of 18,025,049 shares of Common Stock consisting of (x) 6,122,449 shares held by the Partnership, (y) 11,902,600 shares held in the Revocable Trust, and (z) 51 shares held by the S-Sixteen Partnership. Mr. Simplot has the sole power to dispose of, and the sole power to direct the vote of, the 18,025,049 shares of Common Stock. Such shares represent 8.7% of the outstanding Common Stock, based on the number of shares of Common Stock outstanding on August 31, 1995 as reported on the Issuer's Annual Report on Form 10-K for the fiscal year ended August 31, 1995 (the "Issuer's Form 10-K"). Mr. Simplot is the founder of the Company. He retired from the position of a director and Chairman of the Board of the Company on April 4, 1994 and has not been an officer or a director of the Company since that date. He is neither an officer nor a director of SCL, and does not own any voting shares of either the Company or SCL. Mr. Simplot disclaims beneficial ownership of the shares of Common Stock held by the Company or SCL. The Partnership beneficially owns 6,122,449 shares of Common Stock. Mr. Simplot, as general partner of the Partnership, has the sole power to dispose of, and the sole power to direct the vote of, the 6,122,449 shares of Common Stock. Such shares represent 2.9% of the outstanding Common Stock based on the number of shares outstanding as reported on the Issuer's Form 10- K. The Partnership disclaims beneficial ownership of the shares of Common Stock held by each other Reporting Person. The Revocable Trust beneficially owns an aggregate of 11,902,651 shares of Common Stock, consisting of (x) 11,902,600 shares held in the Revocable Trust and (y) 51 shares held by the S-Sixteen Partnership. Mr. Simplot, as sole trustee of the Revocable Trust, has the sole power to dispose of, and the sole power to direct the vote of, the 11,902,651 shares of Common Stock. Such shares represent 5.7% of the outstanding Common Stock based on the number of shares outstanding as reported on the Issuer's Form 10-K. The Revocable Trust disclaims beneficial ownership of the shares of Common Stock held by each other Reporting Person. The Company beneficially owns an aggregate of 26,299,000 shares of Common Stock, consisting of (x) 23,699,000 shares of Common Stock held by the Company and (y) 2,600,000 share of Common Stock held by SCL. The Company has the sole power to dispose of, and the sole power to direct the vote of, the 26,299,000 shares of Common Stock. Such shares represent 12.7% of the outstanding Common Stock based on the number of shares outstanding as reported on the Issuer's Form 10-K. The Company disclaims beneficial ownership of the shares of Common Stock held by each other Reporting Person, other than SCL. SCL beneficially owns 2,600,000 shares of Common Stock. SCL has the sole power to dispose of, and the sole power to direct the vote of, the 2,600,000 shares of Common Stock. Such shares represent 1.2% of the outstanding Common Stock based on the number of shares outstanding as reported on the Issuer's Form 10- K. SCL disclaims beneficial ownership of the shares of Common Stock held by each other Reporting Person. (b) None of the Reporting Persons have acquired any additional shares of Common Stock during the past 60 days. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Mr. Simplot and the S-Sixteen Partnership executed the Limited Partnership Agreement for the JRS Properties L.P. dated November 1, 1995, pursuant to which Mr. Simplot and the S-Sixteen Partnership contributed 6,000,000 and 122,449 shares of Common Stock to the Partnership on November 1, 1995 and November 8, 1995, respectively. On January 11, 1990, Mr. Simplot, as trustee for the Revocable Trust, executed the CMA Agreement pursuant to which Merrill Lynch has extended customary margin loans to the Revocable Trust to permit the Revocable Trust to purchase securities and execute routine trading transactions. On November 6, 1995, pursuant to the CMA Agreement, the Revocable Trust borrowed from Merrill Lynch, and contributed to the S-Sixteen Partnership, funds in the amount necessary to pay for the 122,500 shares of Common Stock purchased on November 7, 1995 by the S-Sixteen Partnership. On November 1, 1995, Mr. Simplot as general partner of the Partnership executed a Letter of Undertaking pursuant to which the Partnership agreed not to sell its assets without the written consent of Merrill Lynch. Other than as described herein, the Reporting Persons do not have any other contract, arrangement or understanding with respect to the Common Stock. Item 7. Material to be Filed as Exhibits Exhibit Number Exhibit A. Limited Partnership Agreement for the JRS Properties L.P. dated November 1, 1995 (excerpts). B. Letter of Undertaking dated on November 1, 1995 given by JRS Properties L.P. to Merrill Lynch, Pierce, Fenner & Smith Incorporated (excerpts). C. Joint Filing Agreement dated November 27, 1995 by and among John R. Simplot, JRS Properties L.P., J. R. Simplot Self-Declaration Revocable Trust dated December 21, 1989, J. R. Simplot Company and Simplot Canada Limited. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 22, 1995 Dated: November 22, 1995 Simplot Canada Limited J. R. Simplot Company By: /s/ RONALD N. GRAVES__ By: /s/ RONALD N. GRAVES__ Title: Secretary_____________ Title: Secretary_____________ Dated: November 22, 1995 Dated: November 22, 1995 JRS Properties L.P. John R. Simplot By: /s/ JOHN R. SIMPLOT______ /s/ JOHN R. SIMPLOT__________ John R. Simplot, as General Partner Dated: November 22, 1995 J. R. Simplot Self- Declaration of Revocable Trust dated December 21, 1989 By: /s/ JOHN R. SIMPLOT______ John R. Simplot, as Trustee Annex I The names and principal occupations of the executive officers and directors of the Company, all of whom are United States citizens, and their individual holdings of the Common Stock are listed in the table below. Unless otherwise indicated, the business address of each executive officer and director of the Company is 999 Main Street, Suite 1300, Boise, Idaho 83702. Name and Business Position and Principal Common Stock Address Occupation Holdings _________________ _______________________ _____________ Stephen A. Beebe Director; President and None Chief Executive Officer Gordon C. Smith Director 750 Scott R. Simplot Director None A. Dale Dunn Director 600 Don J. Simplot Director; Vice President 143,020 Gay Simplot Otter Director 120,250 Jack E. Morgan Director 5,000 1160 Santa Maria Drive Boise, Idaho 83707 Lawrence E. Costello Vice President None James D. Crawford Treasurer None John Edward Simplot Director 2,200 Bill Daniels Senior Vice President 1,000 Ronald N. Graves Secretary 800 C. Larry Hinderager Senior Vice President None To the best of the Reporting Persons' knowledge, none of such persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Annex II The names and principal occupations of the executive officers and directors of Simplot Canada Limited ("SCL"), and their individual holdings of the Common Stock are as follows: Unless otherwise indicated, the business address of each executive officer and director of SCL is 999 Main Street, Suite 1300, Boise, Idaho 83702. Name, Business Address Position and Principal Common Stock and Citizenship Occupation Holdings _______________________ ______________________ ____________ Kenneth Watson (Canada) Director; Treasurer None 1400-17 Street East Brandon, Manitoba R7A 7C4 Lawrence E. Costello (USA) Vice President and See Annex I Chief Financial Officer Ronald N. Graves (USA) Secretary See Annex I C. Larry Hinderager (USA) Director; President See Annex I James D. Crawford (USA) Assistant Treasurer None Stephen A. Beebe (USA) Director See Annex I Warren Gray (Canada) Director None 1400-17 Street East Brandon, Manitoba R7A 7C4 Larry Taylor (Canada) Director None 1400-17 Street East Brandon, Manitoba R7A 7C4 To the best of the Reporting Persons' knowledge, none of such persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. EX-99 2 EXHIBIT A Exhibit A AGREEMENT OF LIMITED PARTNERSHIP OF JRS PROPERTIES L.P., AN IDAHO LIMITED PARTNERSHIP (Excerpts) . . . ARTICLE 2 DEFINITIONS Unless otherwise expressly provided herein or unless the context otherwise requires, the terms with initial capital letters in this Partnership Agreement shall be defined as follows: 2.1 "Act" shall mean the Idaho Revised Uniform Limited Partnership Act, codified at Title 53, Chapter 2, of the Idaho Code, and any corresponding provisions of succeeding law. . . . 2.5 "Agreement" shall mean this Agreement of Limited Partnership, as amended from time to time. . . . 2.12 "General Partner" means J.R. Simplot, any other Person who is admitted by a Majority of the General Partners as an additional General Partner pursuant to Section 5.10 hereof, and any other Person who is elected or admitted hereto as a General Partner pursuant to Section 5.8 or 6.1 of this Agreement. Reference to a "General Partner" shall be to J.R. Simplot, initially, and if other General Partners are added, to any one of the General Partners. . . . 2.16 "Limited Partners" refers to Person who are admitted to the Partnership as a limited partner. Reference to a "Limited Partner" shall be to any one of the Limited Partners. 2.17 "Majority of the General or Limited Partners" means the vote of the Partners (General or Limited, by class) who own, in the aggregate, by class, more than fifty percent (50%) of the total outstanding Percentage Interests. Each Partner shall have a number of votes equal to the Percentage Interests of such Partner as determined under Section 2.21. . . . 2.20 "Partnership" refers to JRS Properties L.P., the partnership governed by this Agreement. . . . 2.22 "Person" means any individual, partnership, corporation, trust, or other entity. . . . ARTICLE 5 RIGHTS AND DUTIES OF THE GENERAL PARTNER 5.1 MANAGEMENT AND CONTROL. The General Partner (or a Majority of the General Partners, if more than one should then be acting) shall have exclusive management and control of the business of the Partnership, and all decisions regarding the management and affairs of the Partnership shall be made by the General Partner. The General Partner shall have all the rights and powers of a general partner as provided in the Act and as otherwise provided by law. If more than one General Partner should then be acting, any General Partner may take an action which is necessary, proper or desirable to carry out the aforementioned duties and responsibilities if the amount involved does not exceed One Million Dollars ($1,000,000.00). Any such action which involves an amount in excess of One Million Dollars ($1,000,000.00) may not be undertaken without the approval of a Majority of the General Partners. Except as otherwise expressly provided in this Agreement, the General Partner is hereby granted the right, power and authority to do on behalf of the Partnership all things which, in its sole judgment, are necessary, proper or desirable to carry out the aforementioned duties and responsibilities including, but not limited to, the right, power and authority from time to time to do those things specified elsewhere in this Agreement and the following: . . . (b) To acquire, improve, manage, charter, operate, sell, transfer, exchange, encumber, pledge, borrow against and dispose of any real, personal or intangible property of the Partnership; . . . (e) Subject to Section 10.4, to enter into notes, lending, security agreements/arrangements, nominee agreements, voting trusts, deeds of trust, credit arrangement, management agreements and any other similar or related agreement or arrangement involving the real, personal or intangible property of the Partnership as the General Partner deems necessary or appropriate to accomplish the purposes of the Partnership; . . . (g) To enter into margin agreements/arrangements, short and long sales, and hedging agreements/arrangements with respect to securities, marketable and non-marketable. . . . EX-99 3 EXHIBIT B Exhibit B LETTER OF UNDERTAKING Dated November 1, 1995 In connection with Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") (i) opening a CMA Account and Investment Credit Line for the undersigned JRS Properties L.P., an Idaho limited partnership (the "Partnership") . . . 1. Covenants of the Partnership. The Partnership hereby covenants as follows: . . . (e) Sales of Assets. The Partnership will not sell, transfer, or otherwise dispose of or encumber any of its assets without the prior written consent of MLPF&S. . . . EX-99 4 EXHIBIT C Exhibit C JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in Amendment No. 4 to Schedule 13D referred to below) on behalf of each of them of a statement on Amendment No. 4 to Schedule 13D (including further amendments thereto) with respect to the Common Stock (par value $.10 per share) of Micron Technology, Inc. and that this Agreement be included as an Exhibit to such joint filing. The parties hereto do not constitute a "group" for the purposes of Section 13(d)(3) and Rule 13d-5, and John R. Simplot, JRS Properties L.P., J.R. Simplot Self-Declaration of Revocable Trust dated December 21, 1989, J.R. Simplot Company and Simplot Canada Limited disclaim beneficial ownership of the Stock as set forth under Item 5 of this Amendment No. 4 to Schedule 13D. The filing of this Amendment No. 4 to Schedule 13D is not to be construed as evidence that any of the parties hereto are required to file this Amendment. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 27th day of November, 1995. J. R. Simplot Company Simplot Canada Limited By: /s/ RONALD N. GRAVES By: /s/ RONALD N. GRAVES Title: Secretary_____________ Title: Secretary___________ JRS Properties L.P. John R. Simplot By: /s/ JOHN R. SIMPLOT______ /s/ JOHN R. SIMPLOT________ John R. Simplot, as General Partner J. R. Simplot Self- Declaration of Revocable Trust dated December 21, 1989 By: /s/ JOHN R. SIMPLOT______ John R. Simplot, as Trustee -----END PRIVACY-ENHANCED MESSAGE-----