-----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, KFYRe3dsir7REMIElSLW00hdmSSsuwuK7c9+4Lumc3JNgFjrO9lSnQCpjH3k+ubw 8ZbFh62PFwHfOsnt1Ck5Xw== 0001013816-96-000011.txt : 19960715 0001013816-96-000011.hdr.sgml : 19960715 ACCESSION NUMBER: 0001013816-96-000011 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960712 SROS: NYSE GROUP MEMBERS: J R SIMPLOT CO ET AL GROUP MEMBERS: J. R. SIMPLOT SELF-DECLARATION OF GROUP MEMBERS: J.R. SIMPLOT COMPANY GROUP MEMBERS: JOHN R. SIMPLOT GROUP MEMBERS: JRS PROPERTIES L.P. GROUP MEMBERS: REVOCABLE TRUST DATED DECEMBER 21, 1989 GROUP MEMBERS: SIMPLOT CANADA LIMITED 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: 96593736 BUSINESS ADDRESS: STREET 1: 8000 S FEDERAL WAY STREET 2: PO BOX 6 CITY: BOISE STATE: ID ZIP: 83707 BUSINESS PHONE: 2083684000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: J R SIMPLOT CO ET AL CENTRAL INDEX KEY: 0001004213 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 999 MAIN ST STREET 2: STE 1300 CITY: BOISE STATE: ID ZIP: 83702 BUSINESS PHONE: 2083362110 MAIL ADDRESS: STREET 1: 999 MAIN ST STREET 2: STE 1300 CITY: BOISE STATE: ID ZIP: 83702 FORMER COMPANY: FORMER CONFORMED NAME: J R SIMPLOT CO DATE OF NAME CHANGE: 19951129 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 7 SCHEDULE 13D Under the Securities Exchange Act of 1934 MICRON TECHNOLOGY, INC. (Name of Issuer) Common Stock, $.10 par value (Title of Class of Securities) 595112-4 (CUSIP Number) Jacques K. Meguire, Esq. Kenda K. Tomes, Esq. SONNENSCHEIN NATH & ROSENTHAL 8000 Sears Tower Chicago, Illinois 60606 Telephone: (312) 876-8000 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) July 11, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ] Check the following box if a fee is being paid with this statement [ ]. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act. (Continued on following page(s)) CUSIP NUMBER 595112-4 _________________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John R. Simplot ###-##-#### _________________________________________________________________ 2 CHECK THE APPROPRIATE BOX (a) [ ] IF A MEMBER OF A GROUP (b) [X] _________________________________________________________________ 3 SEC USE ONLY _________________________________________________________________ 4 SOURCE OF FUNDS* OO _________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] _________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States _________________________________________________________________ : : (7) SOLE VOTING POWER : 13,840,100 :________________________________ : : (8) SHARED VOTING POWER : 22,400 NUMBER OF SHARES BENEFICIALLY :________________________________ OWNED BY EACH REPORTING : PERSON WITH : (9) SOLE DISPOSITIVE POWER : 13,840,100 :________________________________ : : (10) SHARED DISPOSITIVE POWER : 22,400 ________________________________:________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,862,500 _________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] _________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6% _________________________________________________________________ 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 : 1,717,651 :________________________________ : : (8) SHARED VOTING POWER : -O- NUMBER OF SHARES BENEFICIALLY :________________________________ OWNED BY EACH REPORTING : PERSON WITH : (9) SOLE DISPOSITIVE POWER : 1,717,651 :________________________________ : : (10) SHARED DISPOSITIVE POWER : -O- ________________________________:________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,717,651 _________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] _________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.8% _________________________________________________________________ 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 : 12,122,449 :________________________________ : : (8) SHARED VOTING POWER : -O- NUMBER OF SHARES BENEFICIALLY :________________________________ OWNED BY EACH REPORTING : PERSON WITH : (9) SOLE DISPOSITIVE POWER : 12,122,449 :________________________________ : : (10) SHARED DISPOSITIVE POWER : -O- ________________________________:________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,122,449 _________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] _________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% _________________________________________________________________ 14 TYPE OF REPORTING PERSON PN _________________________________________________________________ This Amendment No. 7 to Schedule 13D (the "Schedule 13D") is being filed on behalf of John R. Simplot ("Mr. Simplot"), J.R. Simplot Self-Declaration of Revocable Trust dated December 21, 1989 (the "Revocable Trust") and JRS Properties, L.P. (the "Partnership") to further amend the Schedule 13D as originally filed on February 20, 1992, as subsequently amended and restated by Amendment No. 4 to Schedule 13D filed on November 29, 1995 by J.R. Simplot Company (the "Company"), Simplot Canada Limited, Mr. Simplot, the Revocable Trust and the Partnership (collectively the "Reporting Persons") and as subsequently amended. Capitalized terms used herein and not otherwise defined have the same meanings as provided in the Amendment No. 4 to Schedule 13D. This Amendment No. 7 does not amend any information with respect to Simplot Canada Limited. Item 4. Purpose of Transaction, is hereby amended by adding the following thereto: (a) The Company expects that it will shortly enter into a series of agreements with Canadian Imperial Bank of Commerce pursuant to which the Company would hedge the investment risk associated with its ownership of 2,400,000 shares of Common Stock (such shares, the "Shares"). Such agreements would include, among other things, a forward sale of the Shares to CIBC, a nonrecourse loan agreement under which the Company would borrow approximately $45 million from CIBC to fund the Company's capital requirements in its core businesses, and a pledge of the Shares to secure the Company's obligations under the forward sale and the loan agreement. The Company understands that CIBC Wood Gundy Securities Corp., an affiliate of CIBC, has hedged substantially all of CIBC's anticipated obligations under the forward sale. The Company may from time to time in the future sell portions of its other holdings of Common Stock to fund requirements for investments in its core businesses. The securities listed in Item 5 as held by Mr. Simplot, the Trust and the Partnership are held for investment. Subject to availability and price, and subject to applicable laws and regulations, Mr. Simplot, the Trust and the Partnership may acquire additional shares of Common Stock, or may dispose of shares of Common Stock owned by them at any time or from time to time to the extent necessary to reduce exposure under previously- reported margin loans. (b)-(j) Not applicable. Item 5. Interest in Securities of the Issuer, is hereby amended by adding the following thereto: (a)-(b) Mr. Simplot beneficially owns an aggregate of 13,862,500 shares of Common Stock of Micron Technology, Inc. ("Micron") consisting of 1,717,600 shares held in the Revocable Trust, 12,122,449 shares held by the Partnership, 51 shares held by the S-Sixteen Partnership, 22,400 shares held in joint tenancy with his spouse. Mr. Simplot has the sole power to direct the disposal of, and the sole power to direct the vote of, 13,840,100 shares of Common Stock. Mr. Simplot shares with his spouse the power to direct the disposal of, and to direct the vote of, 22,400 shares of Common Stock. Such 13,862,500 shares represent 6.6% of the outstanding Common Stock (based on the number of shares outstanding as reported on Micron's Form 10-Q for the quarter ended May 30, 1996 (the "Micron 10-Q")). The Revocable Trust beneficially owns an aggregate of 1,717,651 shares of Common Stock, consisting of (x) 1,717,600 shares held in the Revocable Trust and (y) 51 shares held by the S-Sixteen Partnership. Mr. Simplot, as sole trustee of the Revocable Trust, has the sole power to direct the disposal of, and the sole power to direct the vote of, the 1,717,651 shares of Common Stock. Such shares represent 0.8% of the outstanding Common Stock (based on the number of shares outstanding as reported on the Micron 10-Q). The Revocable Trust disclaims beneficial ownership of the shares of Common Stock held by each other Reporting Person. The Partnership beneficially owns 12,122,449 shares of Common Stock. Mr. Simplot, as general partner of the Partnership, has the sole power to direct the disposal of, and the sole power to direct the vote of, the 12,122,449 shares of Common Stock. Such shares represent 5.8% of the outstanding Common Stock (based on the number of shares outstanding as reported on the Micron 10-Q). The Partnership disclaims beneficial ownership of the shares of Common Stock held by each other Reporting Person. (c) On July 11, 1996, in order to reduce its exposure under previously-reported margin loans, the Revocable Trust sold an aggregate of 4,200,000 shares of Common Stock in public sales on the New York Stock Exchange and the Chicago Stock Exchange at the following prices (before brokerage commissions): No. of shares Price per Share ============= =============== 25,000 $24.00 50,000 $23.75 195,000 $23-5/8 37,400 $23.50 142,600 $23-1/8 120,000 $23.00 288,300 $22-7/8 79,100 $22.75 202,600 $22-5/8 461,300 $22.50 73,700 $22-3/8 325,000 $22.25 50,000 $22-1/8 200,000 $22.00 54,100 $21-7/8 95,400 $21.75 30,000 $21-5/8 128,500 $21.50 7,000 $21-3/8 144,400 $21.25 190,600 $21.00 325,000 $20.75 77,000 $20-5/8 308,000 $20.50 590,000 $20-3/8 (d)-(e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer is hereby amended by adding the following thereto: On February 23, 1996, pursuant to the Limited Partnership Agreement for the JRS Properties L.P. dated November 1, 1995 (the "Partnership Agreement"), the Revocable Trust transferred 6,000,000 shares of Common Stock to Mr. Simplot, who contributed it to the Partnership. This contribution did not affect the number of shares beneficially owned by Mr. Simplot. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: July 11, 1996 Dated: July 11, 1996 J. R. Simplot Company John R. Simplot By: /s/ RONALD N. GRAVES /s/ JOHN R. SIMPLOT Title: Secretary Dated: July 11, 1996 Dated: July 11, 1996 JRS Properties L.P. J. R. Simplot Self- Declaration of Revocable Trust dated December 21, 1989 By: /s/ JOHN R. SIMPLOT By: /s/ JOHN R. SIMPLOT John R. Simplot, John R. Simplot, as General Partner as Trustee -----END PRIVACY-ENHANCED MESSAGE-----