UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
SCHEDULE TO
(RULE 14d-100)
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934
(AMENDMENT NO. 22)
IBP, INC.
(Name of Subject Company)
LASSO ACQUISITION CORPORATION
TYSON FOODS, INC.
(Name of Filing Persons-Offeror)
COMMON STOCK, PAR VALUE $0.05 PER SHARE
(Title of Class of Securities)
---------------
449223106
(Cusip Number of Class of Securities)
LES BALEDGE
TYSON FOODS, INC.
2210 West Oaklawn Drive
Springdale, Arkansas 72762
Telephone: (501) 290-4000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Filing Persons)
Copies to:
Mel M. Immergut
Lawrence Lederman
Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, New York 10005
Telephone: (212) 530-5732
CALCULATION OF FILING FEE
Transaction Amount of
valuation* filing fee
----------------- -----------------
$1,570,612,320 $314,122.47
* Estimated for purposes of calculating the amount of the filing fee
only.
The amount assumes the purchase of a total of 52,353,744 shares of the
outstanding common stock, par value $0.05 per share, of IBP, inc., at a
price per Share of $30.00 in cash. Such number of Shares, together with the
574,200 shares owned by Tyson Foods, Inc., represents approximately 50.1%
of the 105,644,598 Shares of IBP, inc. outstanding as of December 28, 2000
(as represented by IBP, inc. in the Agreement and Plan of Merger, dated
January 1, 2001, by and between Tyson Foods, Inc., Lasso Acquisition
Corporation, and IBP, inc. (the "Merger Agreement")).
[X] Check box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: 314,122.47 Filing Party: Tyson Foods, Inc.
(Offeror Parent) and Lasso
Acquisition Corporation Form or
Registration No.: Schedule TO
Date Filed: December 12, 2000,
December 29, 2000 and
January 2, 2001
[_] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[_] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer. [ ]
AMENDMENT NO. 22 TO TENDER OFFER STATEMENT
This Amendment No. 22 to the Tender Offer Statement on Schedule TO as
the same may have been amended from time to time (as amended hereby, the
"Schedule TO") relates to the offer by Lasso Acquisition Corporation, a
Delaware corporation ("Purchaser") and a wholly owned subsidiary of Tyson
Foods, Inc. ("Tyson") to purchase the number of outstanding shares of
common stock, par value $0.05 per share (the "Shares"), of IBP, inc., a
Delaware corporation ("Company"), which, together with the Shares owned by
Tyson, constitutes 50.1% of the outstanding Shares at $30.00 per Share, net
to the seller in cash, upon the terms and subject to the conditions set
forth in the Supplement No. 1 to the Offer to Purchase, dated January 5,
2001 (as amended, the "Supplement Offer to Purchase"), and in the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "Offer"). As of February 28, 2001, the
conditions to the Offer have not been satisfied. On February 28, 2001,
Tyson issued a press release announcing that the Offer will expire at
Midnight, February 28, 2001 and that, pursuant to the Merger Agreement, the
expiration date will not be extended and the Offer will be terminated.
Purchaser has instructed the depositary for the Offer to return promptly
all Shares tendered to date and not previously withdrawn. Attached hereto
as Exhibit (a)(32) is the press release and the information contained
therein is incorporated herein by reference.
Except as amended below, the information set forth in the Supplement
Offer to Purchase and the related Letter of Transmittal is incorporated
herein by reference with respect to Items 1 through 11 of this Schedule TO.
Item 12. Exhibits.
(a)(1) Offer to Purchase dated December 12, 2000.*
(a)(2) Letter of Transmittal (including Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9).*
(a)(3) Notice of Guaranteed Delivery.*
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(6) Form of summary advertisement dated December 12, 2000.*
(a)(7) Press Release issued by Tyson dated December 11, 2000.*
(a)(8) Tyson Conference call dated December 12, 2000.*
(a)(9) Press Release issued by Tyson dated December 12, 2000.*
(a)(10) Tyson Presentation delivered December 14, 2000.*
(a)(11) Press Release issued by Tyson dated December 19, 2000.*
(a)(12) Tyson Presentation delivered December 19, 2000.*
(a)(13) Press Release issued by Tyson dated December 28, 2000.*
(a)(14) Press Release issued by Tyson dated January 1, 2001.*
(a)(15) Tyson Conference call dated January 2, 2001.*
(a)(16) Supplement to the Offer to Purchase dated January 5, 2001.*
(a)(17) Letter of Transmittal to the Supplement (including Guidelines for
Certification of Taxpayer Identification Number on Substitute
Form W-9).*
(a)(18) Notice of Guaranteed Delivery to the Supplement.*
(a)(19) Tyson Letter to IBP stockholders dated January 5, 2001.*
(a)(20) Revised Tyson Letter to IBP stockholders dated January 5, 2001.*
(a)(21) Tyson Shareholder Meeting dated January 12, 2001.*
(a)(22) Press Release issued by Tyson dated January 12, 2001.*
(a)(23) Credit Agreement by and among Tyson Foods, Inc. and certain
lenders party thereto, dated as of January 12, 2001. *
(a)(24) Press Release issued by Tyson dated January 17, 2001. *
(a)(25) Press Release issued by Tyson dated January 25, 2001.*
(a)(26) Press Release issued by Tyson dated January 29, 2001.*
(a)(27) Tyson Conference call dated January 29, 2001.*
(a)(28) Press Release issued by Tyson dated February 6, 2001.*
(a)(29) Press Release issued by Tyson dated February 21, 2001.*
(a)(30) Press Release issued by Tyson dated February 21, 2001.*
(a)(31) Tyson presentation dated February 21, 2001.*
(a)(32) Press Release issued by Tyson dated February 28, 2001.
(d)(1) Confidentiality Agreement between Parent and the Company dated
December 4, 2000.*
(d)(2) Proposed form of Merger Agreement to be entered into by and among
Tyson, Purchaser and the Company.*
(d)(3) Revised Merger Agreement, executed by Tyson.*
(d)(4) Agreement and Plan of Merger dated as of January 1, 2001 among
IBP, inc., Tyson Foods, Inc. and Lasso Acquisition Corporation.*
(d)(5) Voting Agreement by and between Tyson Limited Partnership and
IBP, inc. dated as of January 1, 2001.*
(d)(6) Confidentiality Agreement between the Company and Parent dated
December 18, 2000.*
* Previously filed.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
TYSON FOODS, INC.
/s/ LES BALEDGE
------------------------------
(Signature)
Les Baledge, Executive Vice
President and General Counsel
------------------------------
(Name and Title)
February 28, 2001
------------------------------
(Date)
LASSO ACQUISITION CORPORATION
/s/ LES BALEDGE
------------------------------
(Signature)
Les Baledge, Executive Vice President
----------------------------------------
(Name and Title)
February 28, 2001
----------------------------------------
(Date)
EXHIBIT INDEX
Exhibit No.
-----------
Item 12. Exhibits.
(a)(1) Offer to Purchase dated December 12, 2000.*
(a)(2) Letter of Transmittal (including Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9).*
(a)(3) Notice of Guaranteed Delivery.*
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(6) Form of summary advertisement dated December 12, 2000.*
(a)(7) Press Release issued by Tyson dated December 11, 2000.*
(a)(8) Tyson Conference call dated December 12, 2000.*
(a)(9) Press Release issued by Tyson dated December 12, 2000.*
(a)(10) Tyson Presentation delivered December 14, 2000.*
(a)(11) Press Release issued by Tyson dated December 19, 2000.*
(a)(12) Tyson Presentation delivered December 19, 2000.*
(a)(13) Press Release issued by Tyson dated December 28, 2000.*
(a)(14) Press Release issued by Tyson dated January 1, 2001.*
(a)(15) Tyson Conference call dated January 2, 2001.*
(a)(16) Supplement to the Offer to Purchase dated January 5, 2001.*
(a)(17) Letter of Transmittal to the Supplement (including Guidelines for
Certification of Taxpayer Identification Number on Substitute
Form W-9).*
(a)(18) Notice of Guaranteed Delivery to the Supplement.*
(a)(19) Tyson Letter to IBP stockholders dated January 5, 2001.*
(a)(20) Revised Tyson Letter to IBP stockholders dated January 5, 2001.*
(a)(21) Tyson Shareholder Meeting dated January 12, 2001.*
(a)(22) Press Release issued by Tyson dated January 12, 2001.*
(a)(23) Credit Agreement by and among Tyson Foods, Inc. and certain
lenders party thereto, dated as of January 12, 2001. *
(a)(24) Press Release issued by Tyson dated January 17, 2001. *
(a)(25) Press Release issued by Tyson dated January 25, 2001.*
(a)(26) Press Release issued by Tyson dated January 29, 2001.*
(a)(27) Tyson Conference call dated January 29, 2001.*
(a)(28) Press Release issued by Tyson dated February 6, 2001.*
(a)(29) Press Release issued by Tyson dated February 21, 2001.*
(a)(30) Press Release issued by Tyson dated February 21, 2001.*
(a)(31) Tyson presentation dated February 21, 2001.*
(a)(32) Press Release issued by Tyson dated February 28, 2001.
(d)(1) Confidentiality Agreement between Parent and the Company dated
December 4, 2000.*
(d)(2) Proposed form of Merger Agreement to be entered into by and among
Tyson, Purchaser and the Company.*
(d)(3) Revised Merger Agreement, executed by Tyson.*
(d)(4) Agreement and Plan of Merger dated as of January 1, 2001 among
IBP, inc., Tyson Foods, Inc. and Lasso Acquisition Corporation.*
(d)(5) Voting Agreement by and between Tyson Limited Partnership and
IBP, inc. dated as of January 1, 2001.*
(d)(6) Confidentiality Agreement between the Company and Parent dated
December 18, 2000.*
* Previously filed.
Exhibit (a)(32)
Media Contact: Ed Nicholson
(501) 290-4591
Investor Contact: Louis Gottsponer
(501) 290-4826
TYSON TO TERMINATE CASH TENDER FOR IBP;
START WORK ON CASH ELECTION MERGER
Springdale, Arkansas - February 28, 2001 - Tyson Foods, Inc. (NYSE: TSN)
said today it expects to terminate its cash tender offer to purchase for
cash up to 50.1% of the outstanding shares of common stock of IBP, inc.
(NYSE: IBP), and to begin work on a cash election merger, consistent with
the IBP agreement. The tender offer expires at midnight, New York City
time, tonight. Any shares tendered will be returned.
John Tyson, chairman, president and chief executive officer, said,
"Unfortunately, it will be impossible to complete the cash tender offer by
the 28th. IBP continues to work with the SEC to resolve their accounting
issues. After that work is complete, we will determine what effect these
matters will have on our deal."
Pursuing a cash merger will delay the proposed transaction. It
necessitates filing a prospectus and proxy statement with the SEC, which
would include IBP's restated financials, and requires a special shareholder
meeting and vote of IBP and Tyson shareholders.
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 7,400
contract growers in 100 communities. Tyson has operations in 18 states and
15 countries and exports to 73 countries worldwide. Tyson is the recognized
market leader in almost every retail and foodservice market it serves.
Through its Cobb-Vantress subsidiary, Tyson is also a leading chicken
breeding stock supplier. In addition, Tyson is the nation's second largest
maker of corn and flour tortillas under the Mexican Originalr 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 billion, employs 50,000 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 acquisition of IBP. These forward-looking statements are subject to
risks, uncertainties and other factors which 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 transaction; (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; (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
LASSO ACQUISITION CORPORATION ("LASSO"), A WHOLLY OWNED SUBSIDIARY OF TYSON
FOODS, INC. ("TYSON") HAS COMMENCED AN OFFER FOR UP TO 50.1% OF THE
OUTSTANDING SHARES OF COMMON STOCK, OF IBP, INC. ("IBP") AT $30.00 NET PER
SHARE TO SELLER IN CASH. THE OFFER CURRENTLY IS SCHEDULED TO EXPIRE AT
12:00 MIDNIGHT, EASTERN STANDARD TIME, ON WEDNESDAY, FEBRUARY 28, 2001,
UNLESS EXTENDED BY LASSO. TYSON'S OFFER IS BEING MADE ONLY BY WAY OF AN
OFFER TO PURCHASE AND RELATED LETTER OF TRANSMITTAL AND ANY AMENDMENTS OR
SUPPLEMENTS THERETO AND IS BEING MADE TO ALL HOLDERS OF IBP'S SHARES. MORE
DETAILED INFORMATION PERTAINING TO TYSON'S OFFER AND THE PROPOSED EXCHANGE
OFFER AND MERGER WILL BE SET FORTH IN APPROPRIATE FILINGS TO BE MADE WITH
THE SEC, IF AND WHEN MADE. SHAREHOLDERS ARE URGED TO READ ANY RELEVANT
DOCUMENTS THAT 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, 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 or exchange offer for IBP shares. Any issuance
of Tyson Class A common stock in any proposed merger with IBP or exchange
offer for IBP shares 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.