UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(1) (Amendment No.)* Micron Technology, Inc. (Name of Issuer) Common Stock, $.10 par value (Title of Class of Securities) 595112 (CUSIP Number) Peter N. Detkin Acting General Counsel Vice President, Legal and Assistant General Counsel Intel Corporation 2200 Mission College Boulevard Santa Clara, CA 95052 Telephone: (408) 765-8080 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 19, 1998 (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 (e), 13d- 1 (f) or 13d-1 (g), check the following box [ ]. *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 (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 (however, see the Notes). CUSIP No: 595112 Schedule 13D Page 2 of 12 1. NAME OF REPORTING PERSON: INTEL CORPORATION S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 94-1672743 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) GROUP** (b) 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: DELAWARE 7. SOLE VOTING POWER: 15,810,277 NUMBER OF SHARES 8. SHARED VOTING POWER: 0 BENEFICIALLY OWNED BY EACH 9. SOLE DISPOSITIVE POWER: 15,810,277 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER: 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 15,810,277 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES** 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.1% 14. TYPE OF REPORTING PERSON:** CO **SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No: 595112 Schedule 13D Page 3 of 12 ITEM 1. Security and Issuer. (a) Name of Principal Executive Offices of Issuer: Micron Technology, Inc. (the "Issuer") 8000 South Federal Way Boise, Idaho 83706 (b) Title of Class of Equity Securities: Common Stock, $.10 par value ITEM 2. Identity and Background. (a) Name of Person Filing: Intel Corporation (the "Reporting Person") (b) Address of Principal Business Office: 2200 Mission College Boulevard Santa Clara, CA 95052-8119 (c) Principal Business: Manufacturer of microcomputer components, modules and systems (d) Criminal Proceedings: During the last five years, neither the Reporting Person nor any executive officer or director of the Reporting Person has been convicted in any criminal proceeding. (e) Civil Proceedings: During the last five years, neither the Reporting Person nor any executive officer or director of the Reporting Person has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to any 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. CUSIP No: 595112 Schedule 13D Page 4 of 12 (f) Place of Organization: Delaware Attached hereto as Appendix A is information required by this Item 2 with respect to the executive officers and directors of the Reporting Person. All such individuals are U.S. citizens, except as otherwise indicated on Appendix A. ITEM 3. Source and Amount of Funds or Other Consideration. (a) Source of Funds: Funds for the purchase of the Securities (as defined in Item 4) were derived from the Reporting Person's working capital. (b) Amount of Funds: $500 million was paid to acquire stock rights, which are exercisable or exchangeable (at no additional consideration) for 15,810,277 shares of non-voting Class A Common Stock, if and when created by amendment of the Issuer's Certificate of Incorporation, or the same number of shares of Common Stock. ITEM 4. Purpose of the Transaction. On October 19, 1998, the Reporting Person acquired stock rights ("Rights") for $500 million. The Rights are exercisable or exchangeable for non-voting Class A Common Stock, when and if issued, or for Common Stock. If exercised currently, the number of shares represents approximately 6.1% of the Issuer. The Rights are exercisable at any time, subject to creation of the Class A Common Stock and compliance with any applicable regulatory requirements. The investment was intended to support the development and supply of next generation memory products. The Reporting Person presently holds the Securities as an investment. Depending upon the Reporting Person's evaluation of market conditions, market price, alternative investment opportunities, liquidity needs and other factors, the Reporting Person will from time to time explore opportunities for liquidating all or a portion the Securities, through one or more sales pursuant to public or private offerings or otherwise. The Reporting Person may determine to retain some portion of the Securities as an investment. In addition, the Reporting Person entered into a Supply Agreement with the Issuer pursuant to which the Reporting Person will have the right to purchase a CUSIP No: 595112 Schedule 13D Page 5 of 12 portion of the output of the Issuer. Such purpose is further described in the Press Release (as defined below in Item 7) attached as Exhibit 5 to this Schedule 13D. ITEM 5. Interest in Securities of the Issuer. (a) Number of Shares 15,810,277(1) Beneficially Owned: Right to Acquire: 15,810,277 shares of Class A Common Stock or Common Stock(1) Percent of Class: 6.1% of the Issuer's outstanding Common Stock (based upon 258,462,223 shares of Common Stock outstanding, determined from representations made by the Issuer to the Reporting Person in the Securities Purchase Agreement (as defined in Item 7). 100% of the Class A Common Stock, when and if issued (b) Sole Power to Vote, Direct the Vote of, Dispose of, or Direct the Disposition of 15,810,277(1) Shares: (c) Recent Transactions: As described more fully in Item 4, on October 19, 1998, the Reporting Person acquired stock rights ("Rights") exercisable or exchangeable for 15,810,277 shares of Class A Common Stock or Common Stock at a price of $31.625 per Right. [FN] (1) Includes 15,810,277 shares of Common Stock that the Reporting Person has a right to acquire upon exercise or exchange of the Rights or conversion of the Class A Common Stock, when and if issued. Such shares are beneficially owned by the Reporting Person under Rule 13d-3 because the Reporting Person has a right to acquire such shares within the next 60 days. The Rights and the Class A Comon Stock are non-voting securities. CUSIP No: 595112 Schedule 13D Page 6 of 12 (d) Rights with Respect to Dividends or Sales N/A Proceeds: (e) Date of Cessation of Five Percent Beneficial N/A Ownership: ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Pursuant to the Rights and Restrictions Agreement (as defined in Item 7), the Reporting Person has, under certain circumstances, various rights including: (a) registration of the Common Stock issuable upon exercise or exchange of the Rights or conversion of the Class A Common Stock, when and if issued, pursuant to certain shelf, demand and piggyback registration rights granted to the Reporting Person; (b) upon request of the Reporting Person, the Issuer has agreed to use its reasonable efforts to appoint a person designated by the Reporting Person to the Board of Directors of the Issuer, subject to such person being reasonably acceptable to the Issuer (no request has been made as of the date of this filing). Pursuant to the Rights and Restrictions Agreement, the Reporting Person has certain standstill obligations relating to its acquisition of voting securities of the Issuer. In addition, the Securities Purchase Agreement, the Stock Rights Agreement (as defined in Item 7) and the Certificate of Amendment (as defined in Item 7) place certain restrictions on the transfer of the securities. See the Securities Purchase Agreement, the Rights and Restrictions Agreement, the Certificate of Amendment and the Stock Rights Agreement for a further description of these and other provisions. ITEM 7. Material to be Filed as Exhibits. Exhibit 1* Securities Purchase Agreement between the Issuer and the Reporting Person dated October 15, 1998 (the "Securities Purchase Agreement") Exhibit 2 Form of Certificate of Amendment of Certificate of Incorporation defining the rights of the Class A Common Stock (the "Certificate of Amendment") Exhibit 3 Securities Rights and Restrictions Agreement between the Issuer and the Reporting Person, dated as of October 19, 1998 (the "Rights and Restrictions Agreement") Exhibit 4* Stock Rights Agreement between the Issuer and the Reporting Person, dated as of October 19, 1998 (the "Rights and Restrictions Agreement") Exhibit 5 Press Release dated October 16, 1998 (the "Press Release") Exhibit 6 Signature Authority dated October 20, 1998 CUSIP No: 595112 Schedule 13D Page 7 of 12 *Portions of these Exhibits have been redacted pursuant to a request for confidential treatment. CUSIP No: 595112 Schedule 13D Page 8 of 12 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated as of October 27, 1998. INTEL CORPORATION By: /s/ Peter N. Detkin Peter N. Detkin Acting General Counsel Vice President, Legal and Assistant General Counsel CUSIP No: 595112 Schedule 13D Page 9 of 12 APPENDIX A DIRECTORS The following is a list of all Directors of Intel Corporation and certain other information with respect to each Director. All Directors are United States citizens, except as noted below. Name: Craig R. Barrett Business Address: 2200 Mission College Boulevard, Santa Clara, CA 95052 Principal President and Chief Executive Officer of Occupation: Intel Corporation Name, principal Intel Corporation, a manufacturer of business and microcomputer components, modules and address of systems. corporation or 2200 Mission College Boulevard other organization Santa Clara, CA 95052 on which employment is conducted: Name: John Browne Business Address: Britannic House, 1 Finsbury Circus, London EC2M 7BA Principal Group Chief Executive Occupation: Name, principal The British Petroleum Company p.l.c., an business and integrated oil company. address of Britannic House, 1 Finsbury Circus, corporation or London EC2M 7BA other organization on which employment is conducted: Citizenship: British Name: Winston H. Chen Business Address: 3945 Freedom Circle, Suite 760, Santa Clara, CA 95054 Principal Chairman of Paramitas Foundation Occupation: Name, principal Paramitas Foundation, a charitable business and foundation. address of 3945 Freedom Circle, Suite 760 corporation or Santa Clara, CA 95054 other organization on which employment is conducted: CUSIP No: 595112 Schedule 13D Page 10 of 12 Name: Andrew S. Grove Business Address: 2200 Mission College Boulevard, Santa Clara, CA 95052 Principal Chairman of the Board of Directors of Intel Occupation: Corporation Name, principal Intel Corporation, a manufacturer of business and microcomputer components, modules and address of systems. corporation or 2200 Mission College Boulevard other organization Santa Clara, CA 95052 on which employment is conducted: Name: D. James Guzy Business Address: 1340 Arbor Rd. Menlo Park, CA 94025 Principal Chairman of The Arbor Company Occupation: Name, principal business and The Arbor Company, a limited partnership address of engaged in the electronics and computer corporation or industry. other organization 1340 Arbor Rd. on which employment Menlo Park, CA 94025 is conducted: Name: Gordon E. Moore Business Address: 2200 Mission College Boulevard, Santa Clara, CA 95052 Principal Chairman Emeritus of the Board of Intel Occupation: Corporation Name, principal Intel Corporation, a manufacturer of business and microcomputer components, modules and address of systems. corporation or 2200 Mission College Boulevard other organization Santa Clara, CA 95052 on which employment is conducted: Name: Arthur Rock Business Address: One Maritime Plaza, Suite 1220, San Francisco, CA 94111 Principal Venture Capitalist Occupation: Name, principal Arthur Rock and Company, a venture capital business and firm. address of One Maritime Plaza, Suite 1220 corporation or San Francisco, CA 94111 other organization on which employment is conducted: CUSIP No: 595112 Schedule 13D Page 11 of 12 Name: Jane E. Shaw Business Address: 1310 Orleans Drive, Sunnyvale, CA 94089 Principal Chairman and Chief Executive Officer Occupation: Name, principal AeroGen, Inc., a private company business and specializing in controlled delivery of drugs address of to the lungs. corporation or 1310 Orleans Drive, Sunnyvale, CA 94089 other organization on which employment is conducted: Name: Leslie L. Vadasz Business Address: 2200 Mission College Boulevard, Santa Clara, CA 95052 Principal Senior Vice President, Director, Corporate Occupation: Business Development, Intel Corporation Name, principal Intel Corporation, a manufacturer of business and microcomputer components, modules and address of systems. corporation or 2200 Mission College Boulevard other organization Santa Clara, CA 95052 on which employment is conducted: Name: David B. Yoffie Business Address: Harvard Business School, Soldiers Field Park 1-411, Boston, MA 92163 Principal Max and Doris Starr, Professor of Occupation: International Business Administration Name, principal Harvard Business School, an educational business and institution. address of Harvard Business School corporation or Soldiers Field Park 1-411 other organization Boston, MA 92163 on which employment is conducted: Name: Charles E. Young Business Address: 10920 Wilshire Boulevard, Suite 1835, Los Angeles, CA 90024 Principal Chancellor Emeritus Occupation: Name, principal business and University of California at Los Angeles, an address of educational institution. corporation or 10920 Wilshire Boulevard, Suite 1835 other organization Los Angeles, CA 90024 on which employment is conducted: CUSIP No: 595112 Schedule 13D Page 12 of 12 EXECUTIVE OFFICERS The following is a list of all executive officers of Intel Corporation excluding executive officers who are also directors. Unless otherwise indicated, each officer's business address is 2200 Mission College Boulevard, Santa Clara, CA 95952-8119, which address is Intel Corporation's business address. All executive officers are United States citizens. Name: Paul S. Otellini Title: Executive Vice President, Director, Intel Architecture Business Group Name: Gerhard H. Parker Title: Executive Vice President, General Manager, New Business Group Name: Albert Y. C. Yu Title: Senior Vice President, General Manager, Microprocessor Products Group Name: Andy D. Bryant Title: Vice President and Chief Financial Officer Name: F. Thomas Dunlap, Jr. Title: Vice President, General Counsel and Secretary Name: Sean M. Maloney Title: Vice President, Director, Sales and Marketing Group Name: Arvind Sodhani Title: Vice President, Treasurer Name: Michael R. Splinter Title: Vice President, General Manager, Technology and Manufacturing Group