SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of
the Securities Exchange Act of
1934
Date of Report (Date of Earliest Event Reported): September
25, 2001
TYSON FOODS, INC.
(Exact Name of Registrant as
Specified in Charter)
|
Delaware |
0-3400 |
71-0225165 |
|
(State of Incorporation) |
(Commission File Number) |
(IRS Employer 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
NOT APPLICABLE
(Former Name or Former Address, if Changed
Since Last Report)
ITEM 5. Other Events and Regulation FD Disclosure.
On September 25,
2001, the Registrant issued a press release regarding its expected financial
results for the fourth quarter ending September 29, 2001 (the "Press Release").
The text of the Press Release is attached as Exhibit 99(a) to this report and is
incorporated herein by reference.
ITEM 7. Financial Statements, Pro Forma
Financial Information and Exhibits.
(c) Exhibits.
99(a) Text of
the Press Release.
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 thereunto duly authorized.
TYSON
FOODS, INC.
Date: September 26,
2001 By:_/s/
R. Read
Hudson
R.
Read
Hudson
Secretary
and Corporate Counsel
Exhibit 99(a)
Media
Contact: Ed
Nicholson
(501)
290-4591
Investor
Contact: Louis
Gottsponer
(501)
290-4826
TYSON ANTICIPATES HIGHER FOURTH QUARTER RESULTS
Springdale, Arkansas - September 25, 2001 - Tyson Foods, Inc. (NYSE:
TSN) said today that it expects its results for the fourth quarter, ending
September 29, 2001, will be higher than originally anticipated. Tyson expects
fourth quarter earnings in the range of $0.18 to $0.22 per share. This compares
with the Company's previous guidance of $0.08 to $0.12 per share. The
anticipated results do not include the acquisition of IBP, inc. (NYSE: IBP), of
which Tyson owns 50.1 percent. Tyson expects to complete the acquisition of the
remaining shares of IBP by the end of this week.
John Tyson, chairman and
CEO, said, "Earnings in the fourth quarter have been positively impacted by
seasonal improvement in chicken breast pricing and unusually strong leg quarter
pricing. In addition, we have executed our game plan to achieve a better balance
in our internal supply and demand." Mr. Tyson went on to say, "IBP's business is
also performing better than we had expected."
About Tyson Foods, Inc.
Tyson Foods, Inc., headquartered in Springdale, Ark., is the world's largest
fully integrated producer, processor and marketer of chicken and chicken-based
convenience foods, with 68,000 team members and 7,000 contract growers in 100
communities. Tyson has operations in 18 states and 16 countries and exports to
79 countries worldwide. Tyson is the recognized market leader in almost every
retail and foodservice market it serves. Tyson's Cobb-Vantress subsidiary is a
leading chicken breeding stock supplier. In addition, Tyson is the nation's
second largest maker of corn and flour tortillas under the Mexican Original
brand, as well as a leading provider of live swine.
About IBP, inc.
IBP, inc., headquartered in Dakota Dunes, South Dakota, is the world's
largest supplier of premium fresh beef and pork products, with more than 60
production sites in North America, joint venture operations in China, Ireland
and Russia, and sales offices throughout the world. The company, which generated
annual sales exceeding $16.9 billion in 2000, employs 52,000 people.
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 proposed 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.