SCHEDULE 13G
(RULE 13d-102)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2.
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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 ("Act") or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).
EXPLANATORY NOTE
This Schedule 13G, as amended, is filed on behalf of J. R. Simplot Company, a Nevada corporation ("Simplot Company"), and Simplot Canada Limited, a Canadian company and a wholly-owned subsidiary of Simplot Company ("SCL"), to amend the Schedule 13D as originally filed by them and certain other persons on February 20, 1992, and as subsequently amended from time to time thereafter, most recently by Amendment No. 12 to Schedule 13D filed on April 27, 1999. This Amendment No. 1 to Schedule 13G modifies the Schedule 13G filed on November 2, 2000 to expand the information in the note at the end of Item 4 regarding certain shares excluded from this filing and to add information regarding SCL.
Page 1 of 7 Pages
CUSIP NO. 595112-4 13G PAGE 2 OF 7 PAGES
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1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
J.R. Simplot Company
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2 Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [X]
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3 SEC Use Only
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4 Citizenship or Place of Organization
Nevada
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Number of
5 Sole Voting Power
Shares 20,594,589
-----------------------------------------------------
Beneficially 6 Shared Voting Power
0
Owned by -----------------------------------------------------
7 Sole Dispositive Power
Each 13,594,589
-----------------------------------------------------
Reporting 8 Shared Dispositive Power
Person With 0
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9 Aggregate Amount Beneficially Owned by Each Reporting Person
20,594,589
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10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares [X]
(See Instructions)
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11 Percent of Class Represented by Amount in Row (9)
3.6%
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12 Type of Reporting Person (See Instructions)
CO
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CUSIP NO. 595112-4 13G PAGE 3 OF 7 PAGES
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1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(Entities Only)
Simplot Canada
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2 Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [X]
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3 SEC Use Only
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4 Citizenship or Place of Organization
Canada
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Number of
5 Sole Voting Power
Shares 0
-----------------------------------------------------
Beneficially 6 Shared Voting Power
0
Owned by -----------------------------------------------------
7 Sole Dispositive Power
Each 0
-----------------------------------------------------
Reporting 8 Shared Dispositive Power
Person With 0
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9 Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares [ ]
(See Instructions)
--------------------------------------------------------------------------------
11 Percent of Class Represented by Amount in Row (9)
0.0%
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12 Type of Reporting Person (See Instructions)
CO
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CUSIP NO. 595112-4 PAGE 4 OF 7 PAGES
ITEM 1.
(a) Name of Issuer: Micron Technology, Inc.
(b) Address of Issuer's Principal Executive Offices:
8000 S. Federal Way
P.O. Box 6
Boise, Idaho 83707-0006
ITEM 2.
(a) Name of Persons Filing: J.R. Simplot Company;
Simplot Canada Limited
(b) Address of Principal Business Office or, if none, Residence:
J.R. Simplot Company
One Capital Center
999 Main Street, Suite 1300
Boise, Idaho 83707-0027
Simplot Canada Limited
1400 - 17th Street East
Brandon, Manitoba R7A 7C4
Canada
(c) Citizenship: Nevada corporation (Simplot Company)
Canadian corporation (SCL)
(d) Title of Class of Securities: Common Stock, $.10 par value
(e) CUSIP Number: 595112-4
ITEM 3.
Not applicable.
ITEM 4. OWNERSHIP
(a) Amount beneficially owned: 20,594,589 shares* (Simplot Company)
0 shares (SCL)
(b) Percent of class: 3.6%* (Simplot Company)
0.0% (SCL)
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CUSIP No. 595112-4 Page 5 of 7 pages
(All percentages computed by reference to the 567,667,350 shares that the
Issuer reported as outstanding as of October 2, 2000 in its Annual Report on
Form 10-K filed with the Securities and Exchange Commission on October 18,
2000.)
(c) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote:
20,594,589 shares* (Simplot Company)
0 shares (SCL)
(ii) shared power to vote or to direct the vote:
None (Simplot Company and SCL)
(iii) sole power to dispose or to direct the disposition of:
13,594,589 shares* (Simplot Company)
0 shares (SCL)
(iv) shared power to dispose or to direct the disposition of:
None (Simplot Company and SCL)
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* Excludes 3,237,411 shares (approximately 0.6% of the outstanding Common
Stock) as to which Simplot Company has no present voting or dispositive
power, but as to which shares Simplot Company has the right to regain
voting and dispositive power within less than 60 days and, therefore,
may, under certain interpretations of Rule 13d-3 of the Securities and
Exchange Commission, be deemed to be the beneficial owner of such shares.
Also excludes (i) 10,000,000 shares that are subject to a pledge
agreement and as to which shares Simplot Company has no voting power, no
dispositive power, and no right to regain possession within less than 60
days and (ii) 190,000 shares held by the Simplot Foundation, the
directors of which are directors or officers of J.R. Simplot Company.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following. [X]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Under certain circumstances, a third party has the right to receive
dividends on, or proceeds from the sale of, certain shares of which Simplot
Company is the beneficial owner.
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CUSIP No. 595112-4 Page 6 of 7 pages
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 7, 2000 Dated: November 7, 2000
J.R. SIMPLOT COMPANY SIMPLOT CANADA LIMITED
By: /s/ RONALD N. GRAVES By: /s/ RONALD N. GRAVES
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Title: Secretary Title: Secretary
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CUSIP No. 595112-4 Page 7 of 7 pages
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, the undersigned agree to the joint filing on behalf of each of them of a
statement on Schedule 13G (including any amendments thereto) with respect to the
Common Stock of Micron Technology, Inc. and further agree that this agreement be
included as an exhibit to such filing. Each party to the agreement expressly
authorizes each other party to file on its behalf any amendments to such
statement. Each party to this agreement agrees that this joint filing agreement
may be signed in counterparts.
Dated: November 7, 2000 Dated: November 7, 2000
J.R. SIMPLOT COMPANY SIMPLOT CANADA LIMITED
By: /s/ RONALD N. GRAVES By: /s/ RONALD N. GRAVES
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Title: Secretary Title: Secretary
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