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.