FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TYSON FOODS INC [ TSN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/27/2003 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 09/27/2003 | J(1) | V | 12,902 | A | $0 | 1,079,066 | D | ||
Class A Common Stock | 02/09/2004 | M | 31,070 | A | $9.76 | 1,110,136 | D | |||
Class A Common Stock | 02/09/2004 | S | 31,070 | D | $16.3 | 1,079,066 | D | |||
Class A Common Stock | 09/30/2003 | J | V | 1 | A | $0 | 141 | I | By 401(k) | |
Class A Common Stock | 12/31/2003 | J | V | 3,730 | A | $0 | 24,479(2) | I | By ESPP |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Non-Qualified Stock Option (right to buy) | $9.76 | 02/09/2004 | M | 31,070 | (3) | 03/01/2007 | Class A Common Stock | 31,070 | $0 | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $9.75 | 10/08/2003(5) | 10/08/2011 | Class A Common Stock | 100,000 | 100,000 | D | ||||||||
Non-Qualified Stock Option (right to buy) | $9.97 | (3) | 10/01/2006 | Class A Common Stock | 22,857 | 22,857 | D | ||||||||
Non-Qualified Stock Option (right to buy) | $10.65 | (3) | 12/22/2005 | Class A Common Stock | 53,694 | 53,694 | D | ||||||||
Non-Qualified Stock Option (right to buy) | $10.9 | (4) | 07/20/2011 | Class A Common Stock | 31,002 | 31,002 | D | ||||||||
Phantom Stock | $0.00 | (12) | (12) | Class A Common Stock | 50,000 | 50,000 | D | ||||||||
Incentive Stock Option (right to buy) | $9.76 | (4) | 03/01/2007 | Class A Common Stock | 4,407 | 4,407 | D | ||||||||
Non-Qualified Stock Option (right to buy) | $11.63 | (6) | 09/30/2012 | Class A Common Stock | 60,000 | 60,000 | D | ||||||||
Incentive Stock Option (right to buy) | $9.97 | (4) | 10/01/2006 | Class A Common Stock | 5,715 | 5,715 | D | ||||||||
Non-Qualified Stock Option (right to buy) | $11.23 | 07/29/2005(7) | 07/29/2013 | Class A Common Stock | 280,000 | 280,000 | D | ||||||||
Non-Qualified Stock Option (right to buy) | $13.33 | 09/19/2005(8)(9) | 09/19/2013 | Class A Common Stock | 280,000 | 280,000 | D | ||||||||
Incentive Stock Option (right to buy) | $10.65 | (4) | 12/22/2005 | Class A Common Stock | 3,450 | 3,450 | D | ||||||||
Performance Shares | $0.00(10) | (11) | (11) | Class A Common Stock | 88,392 | 88,392 | D | ||||||||
Non-Qualified Stock Option (right to buy) | $6.43 | (4) | 02/18/2010 | Class A Common Stock | 119,050 | 119,050 | D | ||||||||
Non-Qualified Stock Option (right to buy) | $6.95 | (4) | 08/31/2008 | Class A Common Stock | 50,001 | 50,001 | D | ||||||||
Non-Qualified Stock Option (right to buy) | $8.68 | (3) | 12/24/2007 | Class A Common Stock | 50,001 | 50,001 | D |
Explanation of Responses: |
1. Since the last report, the reporting person has received 475 shares of restricted stock pursuant to a dividend reinvestment feature for restricted stock grants under the Company's 2000 Stock Incentive Plan. These shares have been added to the number reported in Item 5 of Table I." |
2. Includes 2,853 shares purchased from 09-01-03 through 12-31-03 for the reporting person's account under the Tyson Foods, Inc Employee Stock Purchase Plan which transactions are exempt under Section 16b-3. |
3. All options granted prior to the closing of the tender offer for IBP vested on 7/23/01. For all other options, 40% of the options are exercisable two years after the grant date (the date listed above represents the date 40% become exercisable), and an additional 20% vest in each of the following three years. After 5 years 100% of the options are exercisable. |
4. Pursuant to the Agreement and Plan of Merger dated January 1, 2001 by and among Issuer, Lasso Acquisition Corporation ("Lasso"), a wholly owned subsidiary of Issuer, and IBP, inc. ("IBP"), all options granted by IBP and outstanding on September 28, 2001 (the date IBP merged with Lasso) converted into options to buy Issuer Class A common stock at a predetermined exchange rate. |
5. This stock option becomes exercisable in four (4) equal annual installments, commencing two (2) years after the date of grant 10-08-01. |
6. The Stock Option becomes exercisable in four equal annual installments, commencing two years after the date of grant, 9-30-02. |
7. The Stock Option vests at 40% on 7-29-05 and 20% each year thereafter for 3 years. |
8. This Stock Option vests at 40% on 9-19-05 and 20% each year thereafter for three (3) years. |
9. Because of a clerical error, this date was previously reported incorrectly. |
10. Each Performance Share that vests entitles holder to 1 share of Class A Common Stock. |
11. The award vests two business days following the Company's public announcement of its earnings for the 2006 fiscal year based upon a comparison of the market price of Tyson's Class A Common Stock to a peer group of publicly traded companies and the achievement by the Company of certain cash flow measures. |
12. This Phantom Stock will be settled in 5 equal annual installments, commencing on the second January 15 following termination of employment. |
Remarks: |
/s/ Bond, Richard L. | 02/09/2004 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |