0001021408-01-508051.txt : 20011019
0001021408-01-508051.hdr.sgml : 20011019
ACCESSION NUMBER: 0001021408-01-508051
CONFORMED SUBMISSION TYPE: 8-K/A
PUBLIC DOCUMENT COUNT: 3
CONFORMED PERIOD OF REPORT: 20010804
ITEM INFORMATION: Acquisition or disposition of assets
ITEM INFORMATION: Financial statements and exhibits
FILED AS OF DATE: 20011012
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: TYSON FOODS INC
CENTRAL INDEX KEY: 0000100493
STANDARD INDUSTRIAL CLASSIFICATION: POULTRY SLAUGHTERING AND PROCESSING [2015]
IRS NUMBER: 710225165
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0927
FILING VALUES:
FORM TYPE: 8-K/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14704
FILM NUMBER: 1757635
BUSINESS ADDRESS:
STREET 1: 2210 W OAKLAWN DR
CITY: SPRINGDALE
STATE: AR
ZIP: 72762-6999
BUSINESS PHONE: 5012904000
MAIL ADDRESS:
STREET 1: P O BOX 2020
STREET 2: P O BOX 2020
CITY: SPRINGDALE
STATE: AR
ZIP: 72765-2020
8-K/A
1
d8ka.txt
AMENDMENT NO. 2 TO FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) August 4, 2001
Tyson Foods, Inc.
-----------------
(Exact Name of Registrant as Specified in Charter)
Delaware 0-3400 71-0225165
------------------- ------ ----------
(State or Other Juris- (Commission File (IRS Employer diction of
diction of Incorporation) Number) Identification No.)
2210 West Oaklawn Drive, Springdale, Arkansas 72762-6999
---------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (501) 290-4000
N/A
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
(a) On August 16, 2001, Tyson Foods, Inc. (the "Company") filed a
Current Report on Form 8-K announcing the acquisition of 50.1% of the common
stock, par value $0.05 per share, of IBP, inc. ("IBP") by tender offer by Lasso
Acquisition Corporation ("Lasso"), a wholly-owned subsidiary of the Company. On
August 31, 2001, the Company filed a Current Report on Form 8-K to include the
Financial Statements and Pro Forma Financial Information required by Item 7 of
Form 8-K with respect to such acquisition. On September 28, 2001, the Company
completed the acquisition of IBP upon the effectiveness of the merger of IBP
into Lasso. Attached as Exhibit 99.5 is the Company's press release announcing
completion of the merger. This amendment to the Company's Current Report on Form
8-K also includes as an attachment the Pro Forma Financial Information required
by Item 7 of Form 8-K.
(b) IBP is one of the world's largest manufacturers of fresh meats and
frozen and refrigerated food products. The acquisition of IBP will allow Tyson
to expand its business to include the processing and marketing of beef and pork
products. Tyson plans to use its expertise to accelerate IBP's program to
develop value-added convenience foods and case ready retail products in beef and
pork. It is currently expected that the business and operations of IBP will be
continued substantially as they are currently being conducted.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired:
See Exhibits 99.1 and 99.2 of this Current Report.
(b) Pro Forma Financial Information:
See Exhibits 99.3 and 99.4 of this Current Report.
(c) Exhibits:
Exhibit Description
2.1 Agreement and Plan of Merger among IBP, Tyson and Purchaser
dated as of January 1, 2001 (incorporated by reference to
Exhibit (d)(4) to Amendment No. 9 to the Schedule TO filed
on January 5, 2001).
2.2 Stipulation and Order dated June 27, 2001, IBP, inc. v.
Tyson Foods, Inc., C.A. No. 18373, Court of Chancery of the
State of Delaware (incorporated by reference to the
Schedule TO filed on July 3, 2001).
10.1 Credit Agreement among Tyson, The Chase Manhattan Bank
("Chase"), J.P. Morgan Securities Inc. ("JPMorgan"),
Merrill Lynch Capital Corporation, SunTrust Bank and
SunTrust Capital Markets, Inc. with respect to a senior
unsecured bridge credit facility in an aggregate principal
amount of $2.5 billion dated August 3, 2001 (incorporated
by reference to Exhibit (b)(3) to Amendment No. 6 to the
Schedule TO filed on August 6, 2001).
10.2 Receivables Bridge Credit Agreement among Tyson, Chase and
JPMorgan with respect to a senior unsecured receivables
bridge credit facility in an aggregate principal amount of
$350 million dated August 3, 2001 (incorporated by
reference to Exhibit (b)(4) to Amendment No. 6 to the
Schedule TO filed on August 6, 2001).
23.1 Consent of PricewaterhouseCoopers LLP, independent auditors
for IBP, inc. (incorporated by reference to Amendment No. 1
to the Current Report on Form 8-K filed August 31, 2001)
99.1 Audited financial statements for IBP, inc. for the periods
specified in Rule 3-105(b) of Regulation S-X, and
accountants' report provided pursuant to Rule 2-02 of
Regulation S-X. (incorporated by reference to Amendment
No. 1 to the Current Report on Form 8-K filed August 31,
2001)
99.2 Unaudited interim financial statements for the periods
specified in Rule 3-105(b) of Regulation S-X. (incorporated
by reference to Amendment No. 1 to the Current Report on
Form 8-K filed August 31, 2001)
99.3 Pro forma financial information for the combined Tyson
Foods, Inc. and IBP, inc. prepared pursuant to Article 11
of Regulation S-X. (incorporated by reference to Amendment
No. 1 to the Current Report on Form 8-K filed August 31,
2001)
99.4 Pro forma financial information for the combined Tyson
Foods, Inc. and IBP, inc. prepared pursuant to Article 11
of Regulation S-X.
99.5 Press Release issued by the Company dated September 28,
2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TYSON FOODS, INC.
Date: October 12, 2001 By: /s/ R. Read Hudson
------------------
Name: R. Read Hudson
Title: Secretary
EXHIBIT INDEX
The following exhibits are filed herewith.
Exhibit Description
99.4 Pro forma financial information for the combined Tyson Foods, Inc.
and IBP, inc. prepared pursuant to Article 11 of Regulation S-X.
99.5 Press Release issued by the Company dated September 28, 2001.
EX-99.4
3
dex994.txt
PRO FORMA FINANCIAL INFORMATION
Exhibit 99.4
UNAUDITED PRO FORMA
COMBINED CONDENSED FINANCIAL STATEMENTS
REFLECTING ACQUISITION OF 100% OF IBP, inc.
The following Unaudited Pro Forma Combined Condensed Balance Sheet at June
30, 2001 (referred to in this proxy statement/prospectus as the "Pro Forma
Balance Sheet") and the Unaudited Pro Forma Combined Condensed Statement of
Income for the fiscal year ended September 30, 2000 and the Unaudited Pro Forma
Combined Condensed Statement of Income for the nine months ended June 30, 2001
the "Pro Forma Income Statements" and, together with the Pro Forma Balance
Sheet, the "Pro Forma Financial Statements") are presented using the purchase
method of accounting to give effect to the merger and reflect the combination of
consolidated historical financial data of IBP and Tyson.
The Pro Forma Balance Sheet is derived from the unaudited financial
statements of Tyson contained in Tyson's Quarterly Report on Form 10-Q for the
nine months ended June 30, 2001 (the "Tyson 10-Q") and the unaudited financial
statements of IBP contained in IBP's Quarterly Report on Form 10-Q for the
twenty-six weeks ended June 30, 2001 (the "IBP 10-Q") and is presented as if the
merger had occurred on June 30, 2001. The Unaudited Pro Forma Combined Condensed
Income Statement for the fiscal year ended September 30, 2000 has been derived
from the audited financial statements of Tyson contained in Tyson's Annual
Report on Form 10-K for the fiscal year ended September 30, 2000 (the "Tyson
10-K") and the unaudited financial statements of IBP contained in IBP's restated
historical financial statements contained in IBP's Annual Report on Form 8-K,
dated November 3, 2000, as amended, and IBP's restated historical unaudited
financial statements contained in IBP's Quarterly Reports on Form 10-Q (the "IBP
Restated 10-Qs"), and is presented as if the merger had occurred on October 3,
1999. The Unaudited Pro Forma Combined Condensed Income Statement for the nine
months ended June 30, 2001 has been derived from the unaudited financial
statements of Tyson contained in the Tyson 10-Q and the financial statements and
information of IBP contained in IBP's Annual Report on Form 10-K for the fiscal
year ended December 30, 2000 (the "IBP 10-K") and in the IBP 10-Q and the IBP
Restated 10-Qs.
The pro forma adjustments reflected in the Pro Forma Financial Statements
represent estimated values and amounts based on available information regarding
IBP's assets and liabilities. The actual adjustments that will result from the
merger will be based on further evaluations and may differ substantially from
the adjustments presented herein. The Pro Forma Financial Statements are
presented for illustrative purposes only and are not necessarily indicative of
the financial position or operating results that would have been achieved had
the merger been consummated as of the dates indicated or of the results that
may be obtained in the future.
The Pro Forma Financial Statements should be read in conjunction with the
accompanying notes and the historical financial statements of the corporations
incorporated by reference or referred to in this proxy statement/prospectus in
the sections captioned "Selected Financial Data" of each of Tyson and IBP.
1
TYSON FOODS, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
June 30, 2001
(in millions of dollars)
(a) (b) (c) (a)+(b)+(c)
Tyson Foods, Pro Forma
------------ -------------------------
Inc. IBP, inc. Adjustments Combined
---- --------- ----------- -----------
ASSETS
Current Assets:
Cash and cash equivalents.......................... $ 71.2 $ 19.3 $ -- $ 90.5
Accounts receivable................................ 527.8 705.5 -- 1,233.3
Inventories........................................ 972.4 982.9 -- 1,955.3
Other current assets............................... 48.9 93.8 -- 142.7
-------- -------- --------- ---------
Total current assets........................... 1,620.3 1,801.5 -- 3,421.8
-------- -------- --------- ---------
Net property, plant and equipment.................. 2,127.7 1,731.9 -- 3,859.6
Excess of investments over net assets acquired..... 930.2 -- (930.2)(8) --
Identifiable intangibles........................... -- -- 25.0 (1) 25.0
Goodwill........................................... -- 946.7 (946.7)(1) 2,925.6
1,995.4 (1)
930.2 (8)
Other assets....................................... 311.2 172.3 (12.9)(6) 403.6
(67.0)(7)
-------- -------- --------- ---------
Total assets................................... $4,989.4 $4,652.4 $ 993.8 $10,635.6
-------- -------- --------- ---------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Notes payable...................................... $ 29.5 $1,023.0 $ -- $ 1,052.5
Current portion of long-term debt.................. 16.4 5.8 -- 22.2
Trade accounts payable............................. 331.4 432.1 -- 763.5
Other accrued liabilities.......................... 407.2 392.1 -- 799.3
-------- -------- --------- ---------
Total current liabilities.......................... 784.5 1,853.0 -- 2,637.5
-------- -------- --------- ---------
Long-term debt..................................... 1,614.0 687.6 1,708.4 (2) 4,010.0
Deferred income taxes.............................. 367.8 199.8 -- 567.6
Other liabilities.................................. 78.6 -- -- 78.6
Shareholders' Equity:
Class A common stock............................... 13.8 5.5 (5.5)(3) 26.7
12.9 (4)
Class B common stock............................... 10.3 -- -- 10.3
Capital in excess of par value..................... 734.8 442.5 (442.5)(3) 1,919.3
1,176.1 (4)
8.4 (5)
Retained earnings.................................. 1,730.5 1,537.3 (1,537.3)(3) 1,730.5
Accumulated other comprehensive income............. (8.2) (12.7) 12.7 (3) (8.2)
-------- -------- --------- ---------
2,481.2 1,972.6 (775.2) 3,678.6
Treasury stock..................................... 330.3 60.6 (60.6)(3) 330.3
Unamortized deferred compensation.................. 6.4 -- -- 6.4
-------- -------- --------- ---------
Total shareholders' equity..................... 2,144.5 1,912.0 (714.6) 3,341.9
-------- -------- --------- ---------
Total liabilities and shareholders' equity..... $4,989.4 $4,652.4 $ 993.8 $10,635.6
======== ======== ========= =========
See accompanying notes.
2
TYSON FOODS, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
Fiscal Year Ended September 30, 2000
(in millions of dollars, except per share amounts)
(a) (b) (c) (a)+(b)+(c)
Pro Forma
Tyson ------------------------
Foods, Inc. IBP, inc. Adjustments Combined
----------- --------- ----------- -----------
Sales........................................................ $7,157.8 $16,674.5 $ -- $23,832.3
Cost of Sales................................................ 6,043.4 15,630.5 -- 21,673.9
-------- --------- ------- ---------
1,114.4 1,044.0 -- 2,158.4
Expenses:
Selling, general administrative........................... 765.9 552.0 -- 1,317.9
Other..................................................... -- 31.3 -- 31.3
-------- --------- ------- ---------
Operating income............................................. 348.5 460.7 -- 809.2
Other expenses:
Interest.................................................. 115.0 83.2 119.6(1) 317.8
Other..................................................... (1.2) -- -- (1.2)
-------- --------- ------- ---------
Income before taxes on income, accounting change and
extraordinary loss......................................... 234.7 377.5 (119.6) 492.6
Provision for income taxes................................... 83.5 142.1 (45.4)(2) 180.2
Minority interest............................................ -- -- -- --
-------- --------- ------- ---------
Net income before accounting change and extraordinary loss... $ 151.2 $ 235.4 $ (74.2) $ 312.4
======== ========= ======= =========
Weighted average shares outstanding:
Basic..................................................... 225.0 103.6 354.0
Diluted................................................... 226.0 107.1 357.2
Earnings per share before accounting change and extraordinary
loss
Basic..................................................... $ 0.67 $ 2.24 $ 0.88
Diluted................................................... $ 0.67 $ 2.17 $ 0.87
Earnings per share before accounting change and extraordinary
loss (assumes exchange ratio of 2.381):
Basic..................................................... $ -- $ -- $ 0.88
Diluted................................................... $ -- $ -- $ 0.87
Earnings per share before accounting change and extraordinary
loss (assumes exchange ratio of 1.948):
Basic..................................................... $ -- -- $ 0.94
Diluted................................................... $ -- -- $ 0.94
See accompanying notes.
3
TYSON FOODS, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
Nine Months Ended June 30, 2001
(in millions of dollars, except per share amounts)
(a) (b) (c) (a)+(b)+(c)
Pro Forma
Tyson -----------------------
Foods, Inc. IBP, inc. Adjustments Combined
----------- --------- ----------- -----------
Sales........................................................ $5,464.8 $12,897.0 $ -- $18,361.8
Cost of sales................................................ 4,708.1 12,214.1 -- 16,922.2
-------- --------- ------ ---------
756.7 682.9 -- 1,439.6
Expenses:
Selling, general and administrative....................... 608.2 511.1 -- 1,119.3
Other..................................................... -- (6.9) -- (6.9)
-------- --------- ------ ---------
Operating income............................................. 148.5 178.7 -- 327.2
Other expenses:
Interest.................................................. 81.1 74.1 89.7 (1) 244.9
Other..................................................... 3.7 -- -- 3.7
-------- --------- ------ ---------
Income before taxes on income, accounting change and
extraordinary loss......................................... 63.7 104.6 (89.7) 78.6
Provision for income taxes................................... 22.3 48.4 (34.1)(2) 36.6
Minority interest............................................ 1.1 -- -- 1.1
-------- --------- ------ ---------
Net income before accounting change and
extraordinary loss......................................... $ 40.3 $ 56.2 $(55.6) $ 40.9
======== ========= ====== =========
Weighted average shares outstanding:
Basic..................................................... 221.7 105.9 350.2
Diluted................................................... 222.3 106.9 352.2
Earnings per share before accounting change and extraordinary
item:
Basic..................................................... $ 0.18 $ 0.53 $ 0.12
Diluted................................................... $ 0.18 $ 0.53 $ 0.12
Earnings per share before accounting charge and extraordinary
item (assumes exchange ratio of 2.381):
Basic..................................................... -- -- $ 0.12
Diluted................................................... -- -- $ 0.12
Earnings per share before accounting charge and extraordinary
item (assumes exchange ratio of 1.948):
Basic..................................................... -- -- $ 0.13
Diluted................................................... -- -- $ 0.12
See accompanying notes.
4
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
The following adjustments are based upon Tyson's preliminary purchase price
allocation as further described below.
(1) To record the excess of purchase price over net assets acquired as follows
(in millions):
Purchase consideration:
Cash paid for 50.1% of outstanding IBP shares
(53,612,688 shares at $30)............................ $1,608.4
Tyson Class A common stock issued for 49.9% of the
outstanding IBP shares based upon an average trading
price of $12.60, which is the lower end of the range
of $12.60 to $15.40 of Tyson's average trading price
of Tyson Class A common stock set forth in the merger
agreement (53,983,689 x 2.381 at $9.25, the average
closing price for Tyson Class A common stock for the
six days subsequent to the stipulation)............... 1,189.0
Estimated acquisition expenses.......................... 167.0
IBP stock options converted to Tyson stock options...... 8.4
IBP stock currently owned by Tyson...................... 12.9
--------
Total acquisition consideration......................... $2,985.7
========
Total purchase price.................................... $2,985.7
Less:
Book value of IBP's net assets acquired................. $1,912.0
To eliminate IBP's goodwill............................. (946.7)
--------
Estimated fair value of the assets of the company
acquired less liabilities assumed (a), (b) and (c).... (965.3)
Identifiable intangible assets (a) and (b).............. (25.0)
--------
Goodwill................................................ $1,995.4
========
___________
(a) Based upon currently available information Tyson has assumed for
purposes of these Unaudited Pro Forma Financial Statements that the book
value of IBP's tangible assets and liabilities approximate their fair
value. Tyson is in the process of performing a detailed analysis and
outside appraisal of the fair values of the assets of IBP acquired and
liabilities assumed. Based upon this detailed analysis, which has not
yet been completed, the allocation of the excess purchase price over the
book value of IBP may be further refined. This may result in a portion
of the purchase price being further allocated to property, plant and
equipment and other identifiable intangible assets with the remainder,
representing goodwill. Tyson anticipates completing this detailed
analysis and finalizing the purchase price allocation in fiscal 2002.
On June 29, 2001, the Financial Accounting Standards Board, or the FASB,
approved the final standards resulting from its deliberations on the
business combinations project. The FASB issued Financial Accounting
Standards No. 141 Business Combinations, and No. 142, Goodwill and Other
Intangible Assets, in late July.
Statement 141 includes the criteria for the recognition of intangible
assets separately from goodwill, is effective for any business
combination accounted for by the purchase method that is completed after
June 30, 2001. Statement 142, which includes the requirements to test
goodwill and indefinite lived intangible assets for impairment rather
than amortize them, will be effective for fiscal years beginning after
December 15, 2001 with early adoption permitted for companies with
fiscal years beginning after March 15, 2001, provided they have not yet
issued their first quarter financial statements. In all cases, Statement
142 must be adopted as of the beginning of a fiscal year. The pro forma
adjustments do not include any goodwill amortization.
(b) Based upon information from IBP, this amount represents identifiable
assets, primarily registered trademarks, which will be amortized on a
straight line basis over their estimated useful lives of fifteen years.
5
(c)Tyson will perform a detailed analysis and measurement of the fair value
of assets and liabilities assumed. Tyson anticipates completing this
analysis in fiscal 2002. This may result in goodwill.
(2)To reflect incremental additional debt required to finance the acquisition.
The amounts reflect the additional borrowings that will be required to
purchase IBP shares for cash of $1,608 million plus estimated remaining
unfunded acquisition costs of $100 million. A portion of IBP's debt may be
retired and replaced with new debt.
(3)To eliminate IBP's stockholders' equity balances.
(4)To reflect the incremental shares of Tyson Class A common stock to be issued
for the acquisition based upon the maximum exchange ratio in the merger
agreement of 2.381.
(5)To record the fair market value of IBP's stock options converted to Tyson
stock options.
(6)To reclassify shares of IBP's stock currently owned by Tyson.
(7)To reclassify termination and other fees paid.
(8)To reclassify amount previously reported as excess of investments over net
assets acquired to goodwill.
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENTS OF INCOME
The following adjustments are based upon Tyson's preliminary purchase price
allocation as further described below.
(1)To reflect increased interest expense resulting from the acquisition debt of
$1,708 million based on an assumed interest rate of 7% representing Tyson's
expected incremental interest rate for debt related to the acquisition. The
effect of a /1//\\8\\% change in the interest rate is equal to approximately
$2.2 million in additional interest expense.
(2)To reflect the net tax benefit resulting from the additional interest
expense at Tyson's statutory tax rates of 38%.
(3)The following schedule conforms IBP's most recent fiscal year to Tyson's
fiscal year ended September 30, 2000 (in millions):
(b) (c)
(a) Restated Restated (a)-(b)+(c)
Restated Unaudited Unaudited Unaudited
52 Weeks 39 Weeks 39 Weeks 52 Weeks
Ended Ended Ended Ended
12/25/99 9/25/1999 9/23/2000 9/30/00
--------- --------- --------- -----------
Sales........................................... $15,121.7 $10,985.8 $12,538.6 $16,674.5
Cost of sales................................... 14,126.6 10,260.6 11,764.5 15,630.5
--------- --------- --------- ---------
995.1 725.2 774.1 1,044.0
Expenses:
Selling, general and administrative.......... 440.5 310.9 422.4 552.0
Other expense................................ -- -- 31.3 31.3
--------- --------- --------- ---------
Operating income................................ 554.6 414.3 320.4 460.7
Interest expense................................ 67.8 48.7 64.1 83.2
--------- --------- --------- ---------
Income before taxes on income, accounting change
and extraordinary loss........................ 486.8 365.6 256.3 377.5
Provision for income taxes...................... 168.9 124.3 97.5 142.1
--------- --------- --------- ---------
Earnings before accounting change and
extraordinary loss............................ $ 317.9 $ 241.3 $ 158.8 $ 235.4
========= ========= ========= =========
6
(4)The following schedule conforms IBP's most recent interim period to Tyson's
thirty-nine weeks ended June 30, 2001 (in millions):
(b)
Restated (c) (a)-(b)+(c)
(a) Unaudited Unaudited Unaudited
53 Weeks 39 Weeks 26 Weeks 9 Months
Ended Ended Ended Ended
12/30/2000 9/23/2000 6/30/2001 6/30/2001
---------- --------- --------- -----------
Sales........................................... $16,949.7 $12,538.6 $8,485.9 $12,897.0
Cost of sales................................... 15,913.3 11,764.5 8,065.3 12,214.1
--------- --------- -------- ---------
1,036.4 774.1 420.6 682.9
Expenses:
Selling, general and administrative.......... 658.2 422.4 275.3 511.1
Other expense (Income)....................... 31.3 31.3 (6.9) (6.9)
--------- --------- -------- ---------
Operating income................................ 346.9 320.4 152.2 178.7
Interest expense................................ 88.2 64.1 50.0 74.1
--------- --------- -------- ---------
Income before taxes on income, accounting change
and extraordinary loss........................ 258.7 256.3 102.2 104.6
Provision for income taxes...................... 106.0 97.5 39.9 48.4
--------- --------- -------- ---------
Earnings before accounting change and
extraordinary loss............................ $ 152.7 $ 158.8 $ 62.3 $ 56.2
========= ========= ======== =========
7
EX-99.5
4
dex995.txt
PRESS RELEASE DATED SEPTEMBER 28, 2001
Exhibit 99.5
IBP SHAREHOLDERS APPROVE ACQUISITION
Tyson purchase of IBP completed
Dakota Dunes, South Dakota September 28, 2001 Shareholders of IBP, inc. (NYSE:
---------------------------------------------
IBP) today overwhelmingly voted to approve the purchase of the company by Tyson
Foods, Inc. (NYSE: TSN). The vote, along with today's filing of merger
documents, means Tyson's acquisition of IBP is now completed.
More than 98% of the shares voted approved the merger acquisition. The vote was
accepted and announced at a special meeting held at IBP World Headquarters this
morning. The two companies today also filed a certificate of merger with the
Delaware secretary of state. The document, which lists the effective date of the
merger, was submitted in Delaware because both companies are incorporated there.
Today's events mark the completion of a two-step acquisition process. Last
month, Tyson paid $30 a share in cash for just over half of IBP's stock.
Remaining IBP shares today were converted to Tyson Class A common stock in a tax
free transaction using an exchange ratio of 2.381, which means IBP shareholders
receive the equivalent of 2.381 shares of Tyson stock for every share of IBP
stock they own. After today, IBP stock will no longer be publicly traded.
"We had a vision to combine these companies and create the world's leading
protein provider," stated Tyson Foods, Inc. Chairman and CEO, John Tyson.
"Today's merger is an exciting step that accomplishes that vision."
"A lot of people have worked long and hard to get us to this point, and I thank
each of you for these efforts," said Tyson. "Our team members are excited and
working together well. Yesterday we completed our capital structure, today we
complete the combination, and beginning Monday, we can and will focus on
maximizing the value of our exciting new company. Our future looks bright."
The new Tyson Foods, Inc. has already been organized in a "channel structure"
to better serve customers. The company has two primary marketing groups or
channels: a Foodservice and International Group and a Fresh Meats and Retail
Group. Other aspects of the integration process remain underway and are expected
to be completed by year's end.
The new Tyson Foods, Inc. is the world's leading protein provider, with a focus
on value-added products. The company has approximately 28% of the U.S. beef
market, 23% of the chicken market and 18% of the pork market. Revenues for
fiscal 2002 are projected to be in excess of $25 billion, placing the company
within the top 70 of last year's Fortune
500. The new Tyson has more than 120,000 team members in more than 130
production facilities across the United States.
Headquarters for the new Tyson Foods remains in Springdale, Arkansas. IBP's
office complex in Dakota Dunes, South Dakota will remain the headquarters for
IBP Fresh Meats, and will also be home to other operations and support services.
Forward-Looking Statements
Certain statements contained in this communication are "forward-looking
statements," such as statements relating to future events and the proposed Tyson
merger with IBP. These forward-looking statements are subject to risks,
uncertainties and other factors that could cause actual results to differ
materially from historical experience or from future results expressed or
implied by such forward-looking statements. Among the factors that may cause
actual results to differ materially from those expressed in, or implied by, the
statements are the following: (i) the risk that Tyson and IBP will not
successfully integrate their combined operations; (ii) the risk that Tyson and
IBP will not realize estimated synergies; (iii) unknown costs relating to the
merger; (iv) risks associated with the availability and costs of financing,
including cost increases due to rising interest rates; (v) fluctuations in the
cost and availability of raw materials, such as feed grain costs, live cattle
and live hogs; (vi) changes in the availability and relative costs of labor and
contract growers; (vii) market conditions for finished products, including the
supply and pricing of alternative proteins; (viii) effectiveness of advertising
and marketing programs; (ix) changes in regulations and laws, including changes
in accounting standards, environmental laws, and occupational, health and safety
laws; (x) access to foreign markets together with foreign economic conditions,
including currency fluctuations; (xi) the effect of, or changes in, general
economic conditions; and (xii) adverse results from on-going litigation. Tyson
undertakes no obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise.
IMPORTANT INFORMATION
MORE DETAILED INFORMATION PERTAINING TO TYSON'S PROPOSED MERGER WITH IBP WILL BE
SET FORTH IN APPROPRIATE FILINGS MADE, OR TO BE MADE WITH THE SECURITIES AND
EXCHANGE COMMISSION ("SEC"), IF AND WHEN MADE. SHAREHOLDERS ARE URGED TO READ
ANY RELEVANT DOCUMENTS THAT ARE CURRENTLY FILED OR MAY BE FILED WITH THE SEC
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SHAREHOLDERS WILL BE ABLE TO
OBTAIN A FREE COPY OF ANY FILINGS CONTAINING INFORMATION ABOUT TYSON, LASSO AND
IBP, WITHOUT CHARGE, AT THE SEC'S INTERNET SITE (HTTP://WWW.SEC.GOV ). COPIES OF
ANY FILINGS CONTAINING INFORMATION ABOUT TYSON CAN ALSO BE OBTAINED, WITHOUT
CHARGE, BY DIRECTING A REQUEST TO TYSON FOODS, INC., 2210 WEST OAKLAWN DRIVE,
SPRINGDALE, ARKANSAS 72762-6999, ATTENTION: OFFICE OF THE CORPORATE SECRETARY
(501) 290-4000.
Tyson and certain other persons named below may be deemed to be participants in
the solicitation of proxies. The participants in this solicitation may include
the directors and executive officers of Tyson. A detailed list of the names of
Tyson's directors and officers
is contained in Tyson's proxy statement for its 2001 annual meeting, which may
be obtained without charge at the SEC's Internet site (http://www.sec.gov) or by
directing a request to Tyson at the address provided above.
As of the date of this communication, except as disclosed in the Schedule 13D
filed by Tyson, Lasso, the Tyson Limited Partnership and Don Tyson on August 14,
2001, none of the foregoing participants individually beneficially owns in
excess of 5% of IBP's common stock. Except as disclosed above and in Tyson's
proxy statement for its 2001 annual meeting and other documents filed with the
SEC, to the knowledge of Tyson, none of the directors or executive officers of
Tyson has any material interest, direct or indirect, by security holdings or
otherwise, in Tyson or IBP.
This communication is not an offer to purchase shares of IBP, nor is it an offer
to sell shares of Tyson Class A common stock which may be issued in any proposed
merger with IBP. Any issuance of Tyson Class A common stock in any proposed
merger with IBP would have to be registered under the Securities Act of 1933, as
amended and such Tyson stock would be offered only by means of a prospectus
complying with the Act.
Investor Contact: Louis Gottsponer, 501-290-4826
Media Contacts: Ed Nicholson, 501-290-4591
Gary Mickelson, 605-235-2986