SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 1)
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.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-3400 71-0225165
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(State or Other Juris- (Commission File (IRS Employer diction of
diction of Incorporation) Number) Identification No.)
2210 West Oaklawn Drive, Springdale, Arkansas 72762-6999
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (501) 290-4000
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
On August 16, 2001, Tyson Foods, Inc. (the "Company") filed a Current
Report on Form 8-K announcing the acquisition of IBP, inc. ("IBP") through the
merger of IBP into Lasso Acquisition Corporation, wholly-subsidiary of the
Company ("Lasso"), with Lasso surviving as a wholly-owned subsidiary corporation
of the Company. This amendment to the Company's Current Report on Form 8-K is
being filed to include the Financial Statements and Pro Forma Financial
Information required by Item 7 of Form 8-K.
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 Exhibit 99.3 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.
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.
99.2 Unaudited interim financial statements for the periods specified
in Rule 3-105(b) of Regulation S-X.
99.3 Pro forma financial information for the combined Tyson Foods,
Inc. and IBP, inc. prepared pursuant to Article 11 of Regulation
S-X.
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: August 31, 2001 By: /s/ R. Read Hudson
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Name: R. Read Hudson
Title: Secretary
EXHIBIT INDEX
The following exhibits are filed herewith.
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.
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.
99.2 Unaudited interim financial statements for the periods specified
in Rule 3-105(b) of Regulation S-X.
99.3 Pro forma financial information for the combined Tyson Foods,
Inc. and IBP, inc. prepared pursuant to Article 11 of Regulation
S-X.