EXHIBIT 1.2
PRICING AGREEMENT
Goldman, Sachs & Co.
Robertson, Stephens & Company LLC
Montgomery Securities
c/o Goldman, Sachs & Co.
555 California Street, Suite 4500
San Francisco, CA 94104
Ladies and Gentlemen:
Micron Technology, Inc., a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein and in the Underwriting
Agreement, dated June 19, 1997, (the "Underwriting Agreement"), between the
Company on the one hand and Goldman, Sachs & Co., Montgomery Securities and
Robertson, Stephens & Company LLC on the other hand, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the Securities
specified in Schedule II hereto (the "Designated Securities" consisting of Firm
Securities and any Optional Securities the Underwriters may elect to purchase).
Each of the provisions of the Underwriting Agreement is incorporated herein by
reference in its entirety, and shall be deemed to be a part of this Agreement to
the same extent as if such provisions had been set forth in full herein; and
each of the representations and warranties set forth therein shall be deemed to
have been made at and as of the date of this Pricing Agreement, except that each
representation and warranty which refers to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Securities which are the subject of this Pricing Agreement. Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Representatives and on behalf of each of the Underwriters
of the Designated Securities pursuant to Section 12 of the Underwriting
Agreement and the address of the Representatives referred to in such Section 12
are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, (a) the Company agrees
to issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company at the time and
place and at the purchase price to the Underwriters set forth in Schedule II
hereto, the principal amount of Firm Securities set forth opposite the name of
such Underwriter in Schedule I hereto and, (b) in the event and to the extent
that the Underwriters shall exercise the election to purchase Optional
Securities, as provided below, the Company agrees to issue and sell to each of
the Underwriters, and each of the Underwriters agrees, severally and not
jointly, to purchase from the Company at the purchase price to the Underwriters
set forth in Schedule II hereto that portion of the principal amount of Optional
Securities as to which such election shall have been exercised.
The Company hereby grants to each of the Underwriters the right to purchase
at their election up to the principal amount of Optional Securities set forth
opposite the name of such Underwriter in Schedule I hereto on
the terms referred to in the paragraph above for the sole purpose of covering
over-allotments in the sale of the Firm Securities. Any such election to
purchase Optional Securities may be exercised by written notice from the
Representatives to the Company given within a period of 30 calendar days after
the date of this Pricing Agreement, setting forth the principal amount of
Optional Securities to be purchased and the date on which such Optional
Securities are to be delivered, as determined by the Representatives, but in no
event earlier than the First Time of Delivery or, unless the Representatives and
the Company otherwise agree in writing, no earlier than two or later than ten
business days after the date of such notice.
If the foregoing is in accordance with your understanding, please sign and
return to us seven (7) counterparts hereof, and upon acceptance hereof by you,
on behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.
Very truly yours,
MICRON TECHNOLOGY, INC.
By: /s/W. G. Stover, Jr.
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Name: W. G. Stover, Jr.
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Title: Vice President of Finance and
--------------------------------
Chief Financial Officer
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Accepted as of the date hereof:
GOLDMAN, SACHS & CO.
ROBERTSON, STEPHENS & COMPANY LLC
MONTGOMERY SECURITIES
By: /s/Goldman, Sachs & Co.
---------------------------------
(Goldman, Sachs & Co.)
SCHEDULE I
MAXIMUM
PRINCIPAL PRINCIPAL
AMOUNT OF AMOUNT OF
FIRM OPTIONAL
SECURITIES SECURITIES
TO BE THAT MAY BE
UNDERWRITER PURCHASED PURCHASED
----------- ------------ ------------
Goldman, Sachs & Co. $348,000,000 $52,000,000
Robertson Stephens & Company LLC 52,200,000 7,800,000
Montgomery Securities 34,800,000 5,200,000
------------ -----------
Total $435,000,000 $65,000,000
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SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
7% Convertible Subordinated Notes due July 1, 2004
AGGREGATE PRINCIPAL AMOUNT OF DESIGNATED SECURITIES:
Aggregate principal amount of Firm Securities: $435,000,000
Maximum Aggregate principal amount of Optional Securities that may be
purchased: $65,000,000
PRICE TO PUBLIC:
100% of the principal amount of the Designated Securities. Interest shall
accrue from June 24, 1997.
PURCHASE PRICE BY UNDERWRITERS:
97.5% of the principal amount of the Designated Securities. Interest shall
accrue from June 24, 1997.
CONVERSION RATE:
Initially 14.8272 shares of Common Stock for each $1,000 principal amount
of Designated Securities, subject to adjustment upon the occurrence of certain
events.
FORM OF DESIGNATED SECURITIES:
Book-entry only form represented by one or more global securities deposited
with The Depository Trust Company ("DTC") or its designated custodian, to be
made available for checking by the Representatives at least twenty-four hours
prior to the Time of Delivery at the office of DTC.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same day) funds by wire transfer.
TIME OF DELIVERY:
10:00 a.m. (New York City time) on June 24, 1997.
INDENTURE:
The Subordinated Indenture in the form included as an exhibit to the
Registration Statement at the time such Registration Statement became effective.
MATURITY:
July 1, 2004
INTEREST RATE:
7% per annum.
INTEREST PAYMENT DATES:
January 1 and July 1, commencing January 1, 1998. The Company has the
right to defer payment of interest on the Designated Securities at any time or
from time to time for a period not exceeding 4 consecutive semi-annual interest
payment periods with respect to each deferral period (each, an "Extension
Period"), provided that no Extension Period may extend beyond the stated
maturity of the Designated Securities. Upon the termination of any such
Extension Period and the payment of all amounts then due on any Interest Payment
Date, the Company may elect to begin a new Extension Period subject to the
requirements set forth in the Prospectus Supplement. During an Extension
Period, interest on the Designated Securities will continue to accrue,
compounded semi-annually.
REDEMPTION PROVISIONS:
The Designated Securities will not be subject to redemption prior to July
2, 1999 and will be redeemable on and after such date at the option of the
Company, in whole or in part, upon not less than 20 nor more than 60 days'
notice to each Holder, at the prices set forth below plus accrued and unpaid
interest, if any, to the redemption date; provided that the Designated
Securities will not be redeemable following July 2, 1999 and before July 3, 2001
unless the last reported sale price for the Company's Common Stock is at least
130% of the conversion price for at least 20 trading days within a period of 30
consecutive trading days ending within five trading days of the call for
redemption.
The redemption price (expressed as a percentage of principal amount) is as
follows for the 12-month periods beginning on July 1 of the following years
(beginning July 2, 1999, and ending on June 30, 2000, in the case of the first
such period):
REDEMPTION
YEAR PRICE
- ------ -------
1999....................... 105.0%
2000....................... 104.0
2001....................... 103.0
2002....................... 102.0
2003....................... 101.0
and thereafter is equal to 100% of the principal amount, in each case together
with accrued interest to, but excluding, the date of redemption.
SINKING FUND PROVISIONS:
No sinking fund provisions.
REPURCHASE AT OPTION OF HOLDERS UPON A CHANGE IN CONTROL:
Upon a Change in Control (as defined in the Supplemental Indenture),
Holders of Designated Securities will have the right, subject to certain
conditions and restrictions, to require the Company to purchase all or part of
their Designated Securities at 100% of the principal amount thereof, plus
accrued interest to the repurchase date. The repurchase price is payable in
cash or, at the option of the Company but subject to the satisfaction of certain
conditions on the part of the Company as set forth in the Supplemental
Indenture, in shares of Common Stock (valued at 95% of the average closing
prices of the Common Stock for the five trading days immediately preceding the
second trading day prior to the repurchase date).
DEFEASANCE PROVISIONS:
The defeasance and covenant defeasance provisions set forth in Article
Thirteen of the Subordinated Indenture will apply to the Designated Securities.
OTHER TERMS:
The Designated Securities shall include such other supplemental terms and
provisions as are set forth in the Prospectus Supplement dated as of the date
hereof.
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
Wilson Sonsini Goodrich & Rosati, Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
NAMES AND ADDRESSES OF REPRESENTATIVES:
Representatives: Goldman, Sachs & Co.
Robertson, Stephens & Company LLC
Montgomery Securities
Address for Notices, etc.:
c/o Goldman, Sachs & Co.
555 California Street
45th Floor
San Francisco, CA 94104
SCHEDULE III
Name Title
- ------------------------- ---------------------------------------------------
Steven R. Appleton....... Chairman of the Board of Directors, Chief Executive
Officer and President
Donald D. Baldwin........ Vice President of Sales
Kipp A. Bedard........... Vice President of Corporate Affairs
Eugene H. Cloud.......... Vice President of Marketing
Robert M. Donnelly....... Vice President of Memory Product
D. Mark Durcan........... Vice President of Process Research & Development
Jay L. Hawkins........... Vice President of Manufacturing
Roderic W. Lewis......... Vice President of Legal Affairs, General Counsel
and Corporate Secretary
Nancy M. Self............ Vice President of Administration
Steven L. Stout.......... Vice President of Facilities
Wilbur G. Stover, Jr. ... Vice President of Finance and Chief Financial
Officer
Jerry M. Hess............ Director
Robert A. Lothrop........ Director
Thomas T. Nicholson...... Director
Don J. Simplot........... Director
John R. Simplot.......... Director
Gordon C. Smith.......... Director
Joseph M. Daltoso........ Chairman of the Board of Directors, Chief
Executive Officer and President of Micron
Electronics, Inc.
SCHEDULE IV
June 19, 1997
GOLDMAN, SACHS & CO.
ROBERTSON, STEPHENS & COMPANY LLC
MONTGOMERY SECURITIES
As Representatives of the Several Underwriters
c/o Goldman, Sachs & Co.
555 California Street, 45th Floor
San Francisco, CA 94104
Ladies and Gentlemen:
We understand that you propose to underwrite a public offering of ___%
Convertible Subordinated Notes due July 1, 2004 (the "Notes") of Micron
Technology, Inc., a Delaware Corporation ("Micron"). The Notes are convertible
into common stock, $0.10 par value per share (the "Common Stock"), of Micron.
In consideration therefor and for other good and valuable consideration, and in
recognition of the benefits that will accrue to the undersigned as a result
thereof, the undersigned hereby irrevocably agrees that the undersigned will
not, from the date hereof and for a period of 30 days after the date of the
Pricing Agreement (the "Pricing Agreement") among the Company and the
Representatives in connection with such offering, without the prior written
consent of Goldman, Sachs & Co., (i) offer to sell, sell, contract to sell or
otherwise dispose of any of the Notes or any shares of Common Stock, any
securities substantially similar to the Notes or the Common Stock, including but
not limited to any securities that are convertible into or exchangeable for, or
that represent the right to receive Notes or shares of Common Stock or any
substantially similar securities (other than pursuant to employee stock option
or purchase plans existing on, or upon the conversion or exchange of convertible
or exchangeable securities outstanding as of, the date of the Pricing
Agreement), or (ii) establish a "put equivalent position" with respect to the
Notes or the Common Stock within the meaning of Rule 16a-1(h) under the
Securities Exchange Act of 1934, as amended, or (iii) publicly announce an
intention to take any of the actions set forth in (i) or (ii) above.
The Company, the indenture trustee with respect to the Notes and the
transfer agent with respect to the Common Stock are hereby authorized to enforce
this agreement by refusing to permit transfers which the Company believes may
violate this agreement.
Very truly yours,
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