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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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)
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449223106
(CUSIP NUMBER OF CLASS OF SECURITIES)
LES R. BALEDGE
TYSON FOODS, INC.
2210 WEST OAKLAWN DRIVE
SPRINGDALE, ARKANSAS 72762-6999
TELEPHONE: (501) 290-4000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
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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 VALUATION* AMOUNT OF FILING FEE
$1,579,978,050 $315,995.61
* Estimated for purposes of calculating the amount of the filing fee only.
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The amount assumes the purchase of a total of 52,665,935 shares of the
outstanding common stock, par value $0.05 per share (the "Shares"), 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 50.1% of the
106,267,735 Shares of IBP, inc. outstanding as of June 29, 2001 (as disclosed
by IBP, inc. in its Solicitation/Recommendation Statement on Schedule 14D-9
filed July 3, 2001).
[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:
[X] 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.
ITEMS 1 THROUGH 11.
This Tender Offer Statement on 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 IBP, inc., a Delaware corporation ("Company"), which,
together with the Shares owned by Tyson, represents 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 Offer to Purchase, dated July 3,
2001 (as amended from time to time, the "Offer to Purchase"), and in the
related Letter of Transmittal, copies of which are attached hereto as Exhibits
(a)(1) and (a)(2), respectively (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"). The information set
forth in the 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 July 3, 2001.
(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 July 3, 2001.
(a)(7) Joint press release issued by Tyson and the Company dated June 27, 2001.*
(a)(8) Joint press release issued by Tyson and the Company dated June 28, 2001.*
(d)(1) Confidentiality Agreement between Tyson and the Company dated December 4, 2000 (incorporated
by reference to Exhibit (d)(1) to the Schedule TO of Purchaser and Tyson filed on December 12,
2000).
(d)(2) Confidentiality Agreement between the Company and Tyson dated December 18, 2000 (incorporated
by reference to Exhibit (d)(6) to Amendment No. 9 to the Schedule TO of Purchaser and Tyson
filed on January 5, 2001).
(d)(3) Agreement and Plan of Merger among the Company, Tyson and Purchaser dated as of January 1, 2001
(incorporated by reference to Exhibit (d)(4) to Amendment No. 9 to the Schedule TO of Purchaser
and Tyson filed on January 5, 2001).
(d)(4) Voting Agreement by and between Tyson Limited Partnership and the Company dated as of January
1, 2001 (incorporated by reference to Exhibit (d)(5) to Amendment No. 9 to the Schedule TO of
Purchaser and Tyson filed on January 5, 2001).
(d)(5) 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.
(d)(6) Letter of Tyson Limited Partnership dated June 27, 2001.
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* Previously filed.
2.1
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 R. BALEDGE
__________________________________
LES R. BALEDGE, EXECUTIVE VICE
PRESIDENT AND GENERAL COUNSEL
JULY 3, 2001
LASSO ACQUISITION CORPORATION
/S / LES R. BALEDGE
__________________________________
LES R. BALEDGE, EXECUTIVE VICE
PRESIDENT
JULY 3, 2001
3
EXHIBIT INDEX
EXHIBIT NO.
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(a)(1) Offer to Purchase dated July 3, 2001.
(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 July 3, 2001.
(a)(7) Joint press release issued by Tyson and the Company dated June 27, 2001.*
(a)(8) Joint press release issued by Tyson and the Company dated June 28, 2001.*
(d)(1) Confidentiality Agreement between Tyson and the Company dated December 4, 2000
(incorporated by reference to Exhibit (d)(1) to the Schedule TO of Purchaser and Tyson filed on
December 12, 2000).
(d)(2) Confidentiality Agreement between the Company and Tyson dated December 18, 2000
(incorporated by reference to Exhibit (d)(6) to Amendment No. 9 to the Schedule TO of
Purchaser and Tyson filed on January 5, 2001).
(d)(3) Agreement and Plan of Merger among the Company, Tyson and Purchaser dated as of January 1,
2001 (incorporated by reference to Exhibit (d)(4) to Amendment No. 9 to the Schedule TO of
Purchaser and Tyson filed on January 5, 2001).
(d)(4) Voting Agreement by and between Tyson Limited Partnership and the Company dated as of
January 1, 2001 (incorporated by reference to Exhibit (d)(5) to Amendment No. 9 to the
Schedule TO of Purchaser and Tyson filed on January 5, 2001).
(d)(5) 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.
(d)(6) Letter of Tyson Limited Partnership dated June 27, 2001.
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* Previously filed.