-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ONQdgpVabWaU0iaNSjA5ulXM7y0noXopCowGC2xqAaNEwT5IPth+rQq1dD+lQ8O6 bQjIlk5i5oBBw5Gf2CcooQ== 0001340317-07-000002.txt : 20070214 0001340317-07-000002.hdr.sgml : 20070214 20070214185520 ACCESSION NUMBER: 0001340317-07-000002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070212 FILED AS OF DATE: 20070214 DATE AS OF CHANGE: 20070214 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TYSON DONALD J CENTRAL INDEX KEY: 0001019033 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14704 FILM NUMBER: 07624524 BUSINESS ADDRESS: BUSINESS PHONE: 4792904000 MAIL ADDRESS: STREET 1: P O BOX 2200 CITY: SPRINGDALE STATE: AR ZIP: 72765 ISSUER: 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: 0929 BUSINESS ADDRESS: STREET 1: 2210 W OAKLAWN DR CITY: SPRINGDALE STATE: AR ZIP: 72762-6999 BUSINESS PHONE: 479-290-4000 MAIL ADDRESS: STREET 1: P O BOX 2020 STREET 2: P O BOX 2020 CITY: SPRINGDALE STATE: AR ZIP: 72765-2020 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2007-02-12 0 0000100493 TYSON FOODS INC TSN 0001019033 TYSON DONALD J P O BOX 2020 SPRINGDALE AR 72765 1 0 1 0 Class A Common Stock 2007-02-12 4 J 0 1082332 0 A 1082332 I By TLP Investment, L.P. Class A Common Stock 2007-02-12 4 J 0 1082332 D 0 I By TLP Investment, L.P. Class A Common Stock 2007-02-12 4 J 0 1082332 0 A 1082332 I By TLPCRT, L.P. Class A Common Stock 2007-02-12 4 J 0 1082332 D 0 I By TLPCRT, L.P. Contract to Sell 2007-02-12 2007-02-12 4 J 0 2 D 2007-02-20 2007-02-20 Class B Common Stock 1082332 0 I By TLP Investment, L.P. Contract to Sell 2007-02-12 2007-02-12 4 J 0 2 D 2007-02-20 2007-02-20 Class B Common Stock 1082332 0 I By TLPCRT, L.P. The transaction has also been included in a report on Form 4 filed by the Tyson Limited Partnership (the "Partnership") on the same date as this filing. The Partnership completed the reported transactions and the reporting person, who has approximately 54.1166% combined interest as a general and limited partner in the Partnership, must report his pro rata interest in such transactions on this filing even though the Partnership has also included such transactions as part of its Form 4. In connection with the settlement of the Contracts (as defined below), each of TLPCRT, L.P. and TLP Investment, L.P. (collectively the "Counterparties") (the Counterparties are limited partnerships for which the Partnership directly or indirectly holds all of the outstanding beneficial interest) converted 2,000,000 shares of Class B Common Stock subject to the Contracts to Class A Common Stock (on a one for one basis) in order to settle the Contracts in Class A Common Stock pursuant to the terms of the Contracts. On June 17, 2005, each of the Counterparties entered into two pre-paid variable equity forward contracts (collectively the "Contracts") with an unaffiliated third party buyer (the "Buyer"). In exchange for a cash payment, each of the Counterparties pledged 2,000,000 shares of Class B Common Stock of Tyson Foods, Inc. (the "Company") and agreed to settle the Contracts with either a payment of cash or the delivery of up to 2,000,000 shares of the Company's Class A Common Stock (or Class B Common Stock immediately convertible into Class A Common Stock). The Counterparties chose to settle the Contracts through the delivery of shares. Under the terms of the Contracts, the Counterparties each agreed to deliver a number of shares of Class A Common Stock (or Class B Common Stock immediately convertible into Class A Common Stock) on the expiration date of the Contracts as follows: (i) if the Final Price (as defined below) is less than the Floor Price (as defined below), then 2,000,000 shares, (ii) if the Final Price is less than or equal to the Cap Price (as defined below), but greater than or equal to the Floor Price, then a number of shares equal to 2,000,000 times the Floor Price divided by the Final Price, or (iii) if the Final Price is greater than the Cap Price, then a number of shares equal to 2,000,000 multiplied by a fraction, the numerator of which is the sum of the Floor Price and the difference between the Final Price and the Cap Price, and the denominator of which is the Final Price. The Contracts had a Floor Price equal to $18.795/share and a Cap Price equal to $22.554/share, each based on an average market price of the Company's Class A Common Stock of $18.795/share over a four trading day period ending on June 17, 2005. On February 12, 2007, the Counterparties and the Buyer agreed to settle the Contracts early. On such date, the Final Price was $18.35 (based on the closing price for the Company's Class A Common Stock on February 12, 2007) which was less than the Floor Price, resulting in each of the Counterparties delivering 2,000,000 shares of the Company's Class A Common Stock to the Buyer. The Form 4 filed by the reporting person on August 25, 2006 incorrectly reported that TLP Investment, L.P. owned three (3) derivative securities as of such date, when the actual number of derivative securities owned was two (2). /s/ R. Read Hudson, as Attorney-In-Fact 2007-02-14 -----END PRIVACY-ENHANCED MESSAGE-----