UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
IBP, inc.
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(Name of Issuer)
COMMON STOCK
$0.05 PAR VALUE PER SHARE
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(Title of Class of Securities)
449223106
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(CUSIP Number)
Les R. Baledge
Tyson Foods, Inc.
2210 West Oaklawn Drive
Springdale, Arkansas 72762-6999
Telephone: (501) 290-4000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 4, 2001
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(Date of Event which Requires Filing of this Statement)
[_] If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or
240.13d.1(g), check the following box.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S) 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 449223106
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Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
Tyson Foods, Inc.
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2 Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [X]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
BK, WC
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5 Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
[X]
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6 Citizenship or Place of Organization
Delaware
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7 Sole Voting Power
---------------------------------------------------
8 Shared Voting Power
54,186,999
---------------------------------------------------
Number of Shares 9 Sole Dispositive Power
Beneficially Owned
by Each Reporting ---------------------------------------------------
Person With
10 Shared Dispositive Power
54,186,999
========================================================
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
54,186,999
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12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
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13 Percent of Class Represented by Amount in Row (11) 50.1%
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14 Type of Reporting Person (See Instructions)
CO
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CUSIP NO. 449223106
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Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
Lasso Acquisition Corporation
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2 Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [X]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
BK
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5 Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
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6 Citizenship or Place of Organization
Delaware
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7 Sole Voting Power
---------------------------------------------------
8 Shared Voting Power
53,612,799
---------------------------------------------------
Number of Shares 9 Sole Dispositive Power
Beneficially Owned
by Each Reporting ---------------------------------------------------
Person With
10 Shared Dispositive Power
53,612,799
====================================================
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 53,612,799
--------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
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13 Percent of Class Represented by Amount in Row (11)
49.6%
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14 Type of Reporting Person (See Instructions)
CO
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CUSIP NO. 449223106
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Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
Tyson Limited Partnership
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2 Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [X]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
Not applicable
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5 Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
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6 Citizenship or Place of Organization
Delaware
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7 Sole Voting Power
---------------------------------------------------
8 Shared Voting Power
54,186,999
---------------------------------------------------
Number of Shares 9 Sole Dispositive Power
Beneficially Owned
by Each Reporting ---------------------------------------------------
Person With
10 Shared Dispositive Power
54,186,999
==========================================================
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 54,186,999
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12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
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13 Percent of Class Represented by Amount in Row (11)
50.1%
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14 Type of Reporting Person (See Instructions)
PN
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CUSIP NO. 449223106
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Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
Don Tyson
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2 Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [X]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
Not applicable
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5 Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
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6 Citizenship or Place of Organization
United States
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7 Sole Voting Power
---------------------------------------------------
8 Shared Voting Power
54,186,999
---------------------------------------------------
Number of Shares 9 Sole Dispositive Power
Beneficially Owned
by Each Reporting ---------------------------------------------------
Person With
10 Shared Dispositive Power
54,186,999
==========================================================
11 Aggregate Amount Beneficially Owned by Each Reporting
Person 54,186,999
--------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
50.1%
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14 Type of Reporting Person (See Instructions)
IN
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ITEM 1. Security and Issuer.
--------------------
The class of equity securities to which this schedule (the "Schedule")
relates is the common stock, par value $0.05 per share (the "Shares") of IBP,
inc., a Delaware corporation (the "Issuer"). The principal executive offices of
the Issuer are located at 800 Stevens Port Drive, Dakota Dunes, South Dakota
57049. The telephone number of the Issuer's executive offices is (605) 235-2061.
ITEM 2. Identity and Background.
-----------------------
(a) This Schedule is being filed by the following persons:
(i) Tyson Foods, Inc., a Delaware corporation ("Tyson");
(ii) Lasso Acquisition Corporation, a Delaware corporation, which is
a wholly owned subsidiary of Tyson (the "Purchaser");
(iii) Tyson Limited Partnership, a Delaware limited partnership (the
"Partnership"); and
(iv) Don Tyson, managing general partner of the Partnership.
Each of the persons listed above is hereinafter referred to individually as
a "Reporting Person" and collectively as the "Reporting Persons".
(b) - (f) Tyson has its principal executive offices at 2210 West Oaklawn
Drive, Springdale, Arkansas 72762-6999. The telephone number of Tyson's
executive offices is (501) 290-4000. Tyson, headquartered in Springdale,
Arkansas, 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(R) brand, as well as a leading
provider of live swine. The name, business address, present principal occupation
or employment and citizenship of each of its directors and executive officers
are set forth in Schedule I.
Purchaser has its principal executive offices at 2210 West Oaklawn Drive,
Springdale, Arkansas 72762-6999. The telephone number of Purchaser's executive
offices is (501) 290-4000. Purchaser has engaged in no activities other than
those incident to Purchaser's formation and the consummation of the transactions
described in Item 4 below. The name, business address, present principal
occupation or employment and citizenship of each of its directors and executive
officers are set forth in Schedule I.
Don Tyson and the Partnership have their principal executive offices at
2210 West Oaklawn Drive, Springdale, Arkansas 72762-6999. The telephone number
of Don Tyson's and the Partnership's executive offices is (501) 290-4000. Don
Tyson owns of record 750,000 shares of Tyson Class B common stock, par value
$0.10 per share (the "Tyson Class B Common Stock"), and the Partnership owns of
record 101,848,560 shares of Tyson Class B Common Stock, which, collectively,
represent 99.9% of the Tyson Class B Common Stock and approximately 90% of the
voting power of Tyson common stock. Don Tyson has a 54.3123 combined percentage
interest as a general and limited partner in the Partnership and the Estate of
Randal Tyson has a 45.062 percentage interest as a limited partner in the
Partnership. Barbara A. Tyson, the widow of Randal Tyson and a Director of
Tyson, has limited dispositive power with respect to, and is the principal
income beneficiary of, the Estate of Randal Tyson. Don Tyson's adult children,
including John Tyson, Chairman, President and Chief Executive Officer of Tyson,
are contingent beneficiaries of such estate. The managing general partner of the
Partnership is Don Tyson. The other general partners are Leland E. Tollett, a
Director of Tyson; Barbara Tyson; John Tyson; James B. Blair and Harry C. Erwin,
III. Don Tyson, as managing general partner, has the exclusive right, subject
to certain restrictions, to do all things on behalf of the Partnership necessary
to manage, conduct, control and operate the Partnership's business, including
the right to vote all shares or other securities held by the Partnership, as
well as the right to mortgage, pledge or grant security interests in any assets
of the Partnership. The name, business address, present principal occupation or
employment and citizenship of each general partner of the Partnership are set
forth in Schedule I.
Except as set forth in Schedule I, none of the Reporting Persons, and, to
the best knowledge of the Reporting Persons, none of the persons listed in
Schedule I during the last five years, (1) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (2) was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
574,200 of the Shares owned beneficially by Tyson, the Partnership and Don
Tyson as of the date hereof were purchased with general working capital funds of
Tyson, for an aggregate purchase price of $12,925,392 (net of brokerage
commissions). Tyson purchased these Shares on November 30, 2000 and December 1,
2000.
53,612,799 of the Shares owned beneficially by the Purchaser, Tyson, the
Partnership and Don Tyson as of the date hereof were purchased with borrowed
funds, for an aggregate purchase price of $1,608,383,970. Tyson and Purchaser
obtained such funds from the following credit facilities entered into on August
3, 2001, which support aggregate borrowings of up to $2.85 billion:
(a) A senior unsecured bridge credit facility in an aggregate principal amount
of $2.5 billion (the "Bridge Facility") with The Chase Manhattan Bank
("Chase"), J.P.
Morgan Securities Inc. ("JPMorgan"), Merrill Lynch Capital Corporation
("MLCC"), SunTrust Bank ("SunTrust") and SunTrust Capital Markets, Inc.;
and
(b) A senior unsecured receivables bridge credit facility in an aggregate
principal amount of $350 million (the "Receivables Bridge Facility") with
Chase and JPMorgan.
The commitments will expire and outstanding loans under the Bridge Facility
will mature on January 30, 2002. In addition to certain fees, Tyson will pay
interest on borrowings under the Bridge Facility which will vary based on the
type of borrowing. The initial interest rate for borrowings of Eurodollar loans
under the Bridge Facility will be equal to an adjusted LIBOR rate plus 1.10% per
annum. The initial interest rate for borrowings of base rate loans under the
Bridge Facility will be at an "Alternate Base Rate" (which is the higher of (i)
Chase's prime rate or (ii) the federal funds effective rate plus 0.5%) plus
0.10%. The interest rate on the Bridge Facility is subject to further adjustment
if the facility remains outstanding for more than 120 days or Tyson's credit
ratings change. The Bridge Facility is attached as Exhibit (b)(3) to Amendment
No. 6 to the Tender Offer Statement on Schedule TO filed with the Securities and
Exchange Commission (the "SEC") on August 6, 2001 and is incorporated herein by
reference.
The commitment will expire and outstanding loans under the Receivables
Bridge Facility will mature on November 1, 2001. In addition to certain fees,
Tyson will pay interest on borrowings at the rates described above for the
Bridge Facility. The Receivables Bridge Facility is attached as Exhibit (b)(4)
to Amendment No. 6 to the Schedule TO filed with the SEC on August 6, 2001 and
is incorporated herein by reference.
ITEM 4. Purpose of Transaction.
----------------------
The purpose of the transaction is to enable Tyson to acquire control of,
and to acquire the entire equity interest in, the Issuer. Pursuant to an
Agreement and Plan of Merger dated as of January 1, 2001, among Tyson,
Purchaser and the Issuer, as modified by the Stipulation and Order dated June
27, 2001 (the "Stipulation") (as modified by the Stipulation (except where the
context otherwise indicates), the "Merger Agreement"), Tyson commenced a tender
offer on July 3, 2001, pursuant to which Tyson, through Purchaser, had offered
to purchase up to the number of Shares that represent, together with the Shares
owned by Tyson, 50.1% of the Shares, at a purchase price of $30.00 per Share,
net to the seller in cash, without interest (as amended, supplemented or
otherwise modified from time to time, the "Offer"). The Offer expired at 12:00
Midnight on August 3, 2001. On August 4, 2001, Tyson announced that it had
accepted the number of Shares tendered in the Offer that represent, together
with the Shares then owned by Tyson, 50.1% of the Shares. On August 9, 2001,
Tyson announced that it had accepted and purchased 53,612,799 Shares pursuant to
the Offer. The Stipulation is attached as Exhibit (d)(5) to the Schedule TO
filed with the SEC on July 3, 2001 and is incorporated herein by reference. The
Merger Agreement is attached as Exhibit (d)(4) to Amendment No. 9 to the
Schedule TO filed with the SEC on January 5, 2001.
The Merger Agreement provides that following the satisfaction or waiver of
certain conditions in the Merger Agreement, the Issuer will be merged with and
into Purchaser with the Purchaser continuing as the surviving corporation (the
"Merger"). At the effective time of the Merger (the "Effective Time"), each
Share outstanding immediately prior to the Effective Time (other than Shares
owned by Tyson, Purchaser or other subsidiaries of Tyson) would be converted
into the right to receive shares of Tyson Class A common stock, par value $0.10
per share (the "Tyson Class A Common Stock"), having a value of $30.00 if,
during the fifteen trading day period ending on the fifth trading day before the
Effective Time, the average per share closing price of Tyson Class A Common
Stock is at least $12.60 and no more than $15.40. If the average per share
price of Tyson Class A Common Stock is less than $12.60, 2.381 shares of Tyson
Class A Common Stock will be exchanged for each Share. If the average per share
price of Tyson Class A Common Stock is more than $15.40, 1.948 shares of Tyson
Class A Common Stock will be exchanged for each Share.
On August 7, 2001, Tyson announced the following:
. Greg Lee, Tyson's Chief Operating Officer, and Richard L. Bond,
Issuer's Chief Operating Officer, would be Co-Chief Operating Officers
of the combined company. Steve Hankins, Tyson's Chief Financial
Officer, would be the Chief Financial Officer of the combined company.
Les R. Baledge, Tyson's General Counsel, would be the General Counsel
of the combined company.
. Robert L. Peterson, Issuer's Chairman and Chief Executive Officer,
would retire from active management, but would remain involved with
the combined company as a member of Tyson's board of directors.
. Effective as of August 6, 2001, Martin Massengale, Wendy Gramm, John
Jacobson and Eugene Leman resigned from the Issuer's Board. Effective
as of August 6, 2001, John Tyson, Tyson's Chairman, President and
Chief Executive Officer, Don Tyson, Tyson's Senior Chairman, Greg Lee,
Les R. Baledge and Steve Hankins were appointed to the Issuer's Board.
Following the consummation of the Merger, Tyson will cause the Shares
to be delisted from the New York Stock Exchange and will seek to terminate the
registration of the Shares pursuant to the Securities Exchange Act of 1934, as
amended.
Except as described herein or in the Schedule TO , as amended, filed
in connection with the Offer and except as contemplated in the Merger Agreement,
Tyson currently has no plans or proposals relating to or that would result in
the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. Interest in Securities of the Issuer.
------------------------------------
(a)-(e) As of the close of business on August 13, 2001, (i) Tyson was the
direct
beneficial owner of 574,200 Shares, which constitute in the aggregate
approximately 0.5% of the Shares outstanding and (ii) and Purchaser was the
direct beneficial owner of 53,612,799 Shares, which constitute in the aggregate
approximately 49.6% of the Shares outstanding, (in each case, based on
108,157,677 Shares outstanding as of August 3, 2001, as reported by the Issuer
to the Reporting Persons). Tyson, by virtue of its ownership of all of the
outstanding capital stock of the Purchaser, may be deemed to own beneficially
and have the power to vote and dispose of the Shares held by the Purchaser
directly. Additionally, the Partnership, by virtue of its ownership of
securities of Tyson, and Don Tyson, by virtue of his control over the
Partnership and ownership of securities of Tyson, may be deemed to own
beneficially and have the power to vote and dispose of the Shares held directly
by the Purchaser and directly and indirectly by Tyson.
The Purchaser, Tyson, the Partnership and Don Tyson have shared power to
vote and dispose of the 53,612,799 Shares owned directly by the Purchaser.
Tyson, the Partnership and Don Tyson have shared power to vote and dispose of
the 54,186,999 Shares owned directly and indirectly by Tyson.
During the past 60 days, there were no transactions in the Shares by the
Reporting Persons other than pursuant to the Offer.
No person other than the parties described in this Item 5 are known to have
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Shares owned directly by the Purchaser and
directly and indirectly by Tyson.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
-----------------------------------
Except as described herein, neither Tyson, the Purchaser, the Partnership
nor Don Tyson or any other person referred to in Schedule I attached hereto has
any contracts, arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any securities of the Issuer,
including, but not limited to, transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees or profits, division of profits or loss, or the giving or withholding
of proxies.
ITEM 7. Material to be Filed as Exhibits.
--------------------------------
1 Joint Filing Agreement among Tyson, Purchaser, the Partnership and Don
Tyson.
2 Bridge Facility Credit Agreement among Tyson, Chase, JPMorgan, MLCC,
SunTrust and SunTrust Capital Markets, Inc. dated August 3, 2001
(incorporated by reference to Exhibit (b)(3) to Amendment No. 6 to the
Schedule TO of Purchaser and Tyson filed on August 6, 2001).
3 Receivables Bridge Facility Credit Agreement among Tyson, Chase and
JPMorgan dated August 3, 2001 (incorporated by reference to Exhibit
(b)(4) to Amendment No. 6 to the Schedule TO of Purchaser and Tyson filed
on August 6, 2001).
4 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 Exhibit (d)(5) to the Schedule TO of
Purchaser and Tyson filed on July 3, 2001).
5 Agreement and Plan of Merger among the Issuer, 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).
SIGNATURE
After reasonable 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
-----------------------------------
(Signature)
Les R. Baledge,
Executive Vice President
and General Counsel
-----------------------------------
(Name and Title)
August 14, 2001
-----------------------------------
(Date)
LASSO ACQUISITION CORPORATION
/s/ Les R. Baledge
-----------------------------------
(Signature)
Les R. Baledge,
Executive Vice President
-----------------------------------
(Name and Title)
August 14, 2001
-----------------------------------
(Date)
THE TYSON LIMITED PARTNERSHIP
/s/ Don Tyson
-----------------------------------
(Signature)
Don Tyson,
Managing General Partner
-----------------------------------
(Name and Title)
August 14, 2001
-----------------------------------
(Date)
DON TYSON
/s/ Don Tyson
-----------------------------------
(Signature)
Don Tyson
-----------------------------------
(Name and Title)
August 14, 2001
-----------------------------------
(Date)
SCHEDULE I
----------
DIRECTORS AND EXECUTIVE OFFICERS OF TYSON AND PURCHASER
The name, current principal occupation or employment and material
occupations, positions, offices or employment for the past five years, of each
director and executive officer of Tyson are set forth below. References herein
to "Tyson" mean Tyson Foods, Inc. Unless otherwise indicated below, the business
address of each director and officer is c/o Tyson Foods, Inc., 2210 West Oaklawn
Drive, Springdale, Arkansas 72762-6999. Where no date is shown, the individual
has occupied the position indicated for the past five years. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers to
employment with Tyson. Except as described herein, none of the directors and
officers of Tyson listed below has, during the past five years, (i) been
convicted in a criminal proceeding or (ii) been a party to any judicial or
administrative proceeding that resulted in a judgment, decree or final order
enjoining the person from future violations of, or prohibiting activities
subject to, federal or state securities laws, or a finding of any violation of
federal or state securities laws. All directors and officers listed below are
citizens of the United States.
On August 22, 1996, Don Tyson entered into a Stipulation and Consent with
the Securities and Exchange Commission (the "SEC") pursuant to which Mr. Tyson,
without admitting or denying any wrongdoing, consented and agreed to the entry
of a Final Judgment permanently enjoining him from violating Section 10(b) of
the Exchange Act and Rule 10b-5 thereunder and requiring the payment of a civil
money penalty of $46,125. The Stipulation and Consent was entered as a Final
Judgment on October 8, 1996, by the United States District Court for the Western
District of Arkansas. The Stipulation and Consent arose as a result of the SEC's
investigation of certain purchases and sales of common stock of Arctic Alaska
Fisheries Corporation by Fred Cameron, an acquaintance of Mr. Tyson, in June
1992.
On December 22, 1997, Tyson entered into a plea agreement ("Plea
Agreement") with the United States whereby Tyson agreed to plead guilty to one
(1) count of Gratuity to a Public Official in violation of 18 U.S.C.
(S)201(c)(I)(A). Pursuant to said Plea Agreement, Tyson agreed to (i) pay a
fine of Four Million and No/100 Dollars ($4,000,000.00), (ii) pay Two Million
and No/100 Dollars ($2,000,000.00) to be applied to the costs of the
investigation of the Office of the Independent Counsel ("OIC"), and (iii) enter
into a Compliance Agreement among Tyson, the United States Department of
Agriculture and the OIC. On January 12, 1998 the United States District Court
for the District of Columbia entered judgment against Tyson enforcing the terms
and conditions of the Pleas Agreement and also placing Tyson on probation for a
term of four (4) years.
DIRECTORS AND EXECUTIVE OFFICERS OF TYSON
Name Current Principal Occupation or Employment and Five-Year Employment
History
Don Tyson Senior Chairman of Tyson's Board, served as Chairman
of Tyson's Board until 1995 when he was named Senior
Chairman. Mr. Tyson served as Chief Executive Officer
until 1991 and has been a member of Tyson's Board
since 1952.
John Tyson Chairman of Tyson's Board since 1998 and assumed
responsibilities as President and Chief Executive
Officer in April 2000. He previously served as Vice
Chairman since 1997 and President of the Beef and Pork
Division since 1993. Mr. Tyson has been a member of
Tyson's Board since 1984.
Joe F. Starr A private investor, served as a Vice President of
Tyson until 1996. Mr. Starr has been a member of
Tyson's Board since 1969.
Leland E. Tollett Served as Chairman and Chief Executive Officer from
1995 to 1998. An employee of Tyson since 1959, Mr.
Tollett was President and Chief Executive Officer from
1991 to 1995. Mr. Tollett has been a member of Tyson's
Board since 1984.
Shelby Massey Farmer and a private investor. He served as Senior
Vice Chairman of Tyson's Board from 1985 to 1988 and
has been a member of Tyson's Board since 1985.
Barbara A. Tyson Vice President of Tyson. Ms. Tyson has served in
related capacities since 1988. Ms. Tyson has been a
member of Tyson's Board since 1988.
Lloyd V. Hackley President and Chief Executive Officer of Lloyd V.
Hackley and Associates, Inc. He is a director of
Branch Banking and Trust Corporation headquartered in
Winston-Salem, North Carolina. He was president of the
North Carolina Community College System from 1995 to
1997. Mr. Hackley has been a member of Tyson's Board
since 1992.
Donald E. Wray Retired as President of Tyson in March 2000 after 39
years with Tyson in various capacities. Mr. Wray
served as President and Chief Operating Officer from
1995 to 1999 after serving as Chief Operating Officer
since 1991. Mr. Wray has been a member of Tyson's
Board since 1994.
Gerald M. Johnston Private investor, was Executive Vice President of
Finance for Tyson from 1981 to 1996 when he retired
and became a consultant to the Company. Mr. Johnston
has been a member of Tyson's Board since 1996.
Jim Kever Retired former President and Co-Chief Executive
Officer of Envoy Corporation, a subsidiary of
Quintiles Transnational, in which capacities he served
from the time Envoy was acquired by Quintiles in March
1999 to May 2001. Mr. Kever also served as President
and Co-Chief Executive Officer of Envoy from August
1995 until March 1999 and as a director from Envoy's
incorporation in August 1994 until March 1999. Mr.
Kever serves on the boards of Quintiles Transnational,
Transaction System Architects, Inc. and 3D Systems
Corporation. Mr. Kever has been a member of the Tyson
Board since 1999.
David A. Jones Chairman and Chief Executive Officer of Rayovac
Corporation since 1996. Before joining Rayovac, Mr.
Jones served as President, Chief Executive Officer and
Chairman of Thermoscan, Inc. and as President, Chief
Executive Officer and Chairman of Regina Company. He
was previously with Electrolux Corporation and General
Electric Co. Mr. Jones is also a director of SCI,
Inc., an electronics manufacturer, and Spectrum
Brands, a specialty chemical manufacturer. Mr. Jones
was elected to the Tyson Board in August 2000.
Barbara Allen Chief Executive Officer of the Women's United Soccer
Association, a women's professional soccer league.
Before joining the WUSA in January 2001, Ms. Allen was
President and Chief Operating Officer of Paladin
Resources since 1999. Prior to her position at
Paladin, Ms. Allen was President of Corporate Supplier
Solutions for Corporate Express from 1998 to 1999.
Prior to 1998 she was with Quaker Oats Co. for 23
years where she held several senior positions
including Executive Vice President of International
Foods, Vice President of Corporate Strategic Planning,
President of Frozen Foods Division and Vice President
of Marketing. Ms. Allen serves on the boards of Maytag
Corporation, Charthouse, Inc., and the Citizen's
Scholarship Foundation Advisory Board. Ms. Allen has
been a member of the Tyson Board since November 2000.
Greg W. Lee Chief Operating Officer. Mr. Lee was appointed Chief
Operating Officer of Tyson in 1999 after serving as
President of Tyson's Foodservice Group since 1998 and
Executive Vice President, Sales, Marketing and
Technical Services since 1995.
Steve Hankins Executive Vice President and Chief Financial Officer.
Mr. Hankins was appointed Tyson's Executive Vice
President and Chief Financial Officer in 1998 after
serving as Tyson's Senior Vice President, Financial
Planning and Shared Services since 1997 and Vice
President, Management Information Systems since 1993.
Les R. Baledge Executive Vice President and General Counsel. Mr.
Baledge was appointed Tyson's Executive Vice President
and General Counsel in 2000 after serving as Tyson's
Executive Vice President and Associate General Counsel
since 1999 upon joining Tyson. Prior to joining Tyson,
Mr. Baledge was of counsel to the law firm of Kutak
Rock LLP and a partner with the Rose Law Firm.
R. Read Hudson Secretary and Corporate Counsel. Mr. Hudson was
appointed Tyson's Secretary and Corporate Counsel in
1998 after serving as Tyson's Corporate Counsel since
1992.
Dennis Leatherby Senior Vice President, Finance and Treasurer. Mr.
Leatherby was appointed Tyson's Senior Vice President,
Finance and Treasurer in 1998 after serving as Vice
President and Treasurer since 1997 and Treasurer since
1994.
Mike Baker President, Production Services. Mr. Baker was
appointed President, Production Services in 1999 after
serving as Division Vice President since 1995.
Wayne Butler President, Prepared Food Groups. Mr. Butler was
appointed President, Prepared Foods Group in 1998
after serving as President, Mexican Original since
1997 and Complex Manager since 1994.
Greg Huett President, International Group. Mr. Huett was
appointed President, International Group in 2000 after
serving as Senior Vice President and General Manager,
Club Stores since 1999, Vice President, Sales and
Marketing, Wholesale Clubs since 1996 and Director,
General Mexico Business Unit since 1994.
William W. Lovette President, Food Service Group. Mr. Lovette was
appointed President, Food Service Group in 2000 after
serving as President, International Group since 1999
and Vice President, Operations since 1995.
John D. Copeland Executive Vice President, Ethics and Environmental
Compliance. Mr. Copeland was appointed Executive Vice
President, Ethics and Environmental Compliance in 1999
after serving as Director of Corporate Ethics and
Compliance since 1998.
Carl G. Johnson Executive Vice President, Administrative Services. Mr.
Johnson was appointed Executive Vice President,
Administrative Services in 1999 after serving as Vice
President, Assets and Risk Management since 1994.
John S. Lea Executive Vice President and Chief Marketing Officer.
Mr. Lea was appointed Executive Vice President, and
Chief Marketing Officer in 1999 after serving as Vice
President, Retail Sales and Marketing since 1995.
Donnie Smith Executive Vice President, Supply Chain Management. Mr.
Smith was appointed Executive Vice President, Supply
Chain Management in 1999 after serving as Vice
President, Purchasing since 1995.
David L. Van Bebber Senior Vice President, Legal Services. Mr. Van Bebber
was appointed Senior Vice President, Legal Services in
2000 after serving as Vice President and Director of
Legal Services since 1998 and Assistant Secretary
since 1990.
Rodney S. Pless Vice President, Controller and Chief Accounting
Officer. Mr. Pless was appointed Vice President,
Controller and Chief Accounting Officer in 2000 upon
joining Tyson. Prior to joining Tyson, Mr. Pless was
Vice President, Controller and Chief Accounting
Officer for TransMontaigne.
Louis C. Gottsponer, Jr. Assistant Secretary and Director of Investor
Relations. Mr. Gottsponer was appointed Assistant
Secretary and Director of Investor Relations in 1998
after serving as Corporate Finance Manager since 1996
and Cash Manager since 1993.
DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER
The name, current principal occupation or employment and material
occupations, positions, offices or employment for the past five years of each
director and executive officer of Purchaser are set forth below. Unless
otherwise indicated below, the business address of each director and officer is
c/o Tyson Foods, Inc., 2210 West Oaklawn Drive, Springdale, Arkansas 72762-6999.
Unless otherwise indicated, each occupation set forth opposite an individual's
name refers to employment with Purchaser. Except as described herein, none of
the directors and officers of Purchaser listed below has, during the past five
years, (i) been convicted in a criminal proceeding or (ii) been a party to any
judicial or administrative proceeding that resulted in a judgement, decree or
final order enjoining the person from future violations of, or prohibiting
activities subject to, federal or state securities laws, or a finding of any
violation of federal or state securities laws. All directors and officers listed
below are citizens of the United States.
On August 22, 1996, Don Tyson entered into a Stipulation and Consent with
the SEC pursuant to which Mr. Tyson, without admitting or denying any
wrongdoing, consented and agreed to the entry of a Final Judgment permanently
enjoining him from violating Section 10(b) of the Exchange Act and Rule 10b-5
thereunder and requiring the payment of a civil money penalty of $46,125. The
Stipulation and Consent was entered as a Final Judgment on October 8, 1996, by
the United States District Court for the Western District of Arkansas. The
Stipulation and Consent arose as a result of the SEC's investigation of certain
purchases and sales of common stock of Arctic Alaska Fisheries Corporation by
Fred Cameron, an acquaintance of Mr. Tyson, in June 1992.
DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER
Name Current Principal Occupation or Employment and Five-Year Employment
History
Don Tyson Director. Senior Chairman of Tyson's Board, served as
Chairman of Tyson's Board until 1995 when he was named
Senior Chairman. Mr. Tyson served as Chief Executive
Officer until 1991 and has been a member of Tyson's
Board since 1952.
John Tyson Director and President. Chairman of Tyson's Board
since 1998 and assumed responsibilities as President
and Chief Executive Officer of Tyson in April 2000. He
previously served as Tyson's Vice Chairman since 1997
and President of the Tyson Beef and Pork Division
since 1993. Mr. Tyson has been a member of Tyson's
Board since 1984.
Greg W. Lee Director. Mr. Lee was appointed Chief Operating
Officer of Tyson in 1999 after serving as President of
Tyson's Foodservice Group since 1998 and Executive
Vice President, Sales, Marketing and Technical
Services since 1995.
Steve Hankins Executive Vice President. Mr. Hankins was appointed
Tyson's Executive Vice President and Chief Financial
Officer in 1998 after serving as Tyson's Senior Vice
President, Financial Planning and Shared Services
since 1997 and Vice President, Management Information
Systems since 1993.
Les R. Baledge Executive Vice President. Mr. Baledge was appointed
Tyson's Executive Vice President and General Counsel
in 2000 after serving as Tyson's Executive Vice
President and Associate General Counsel since 1999
upon joining Tyson. Prior to joining Tyson, Mr.
Baledge was of counsel to the law firm of Kutak Rock
LLP and a partner with the Rose Law Firm.
R. Read Hudson Secretary. Mr. Hudson was appointed Tyson's Secretary
and Corporate Counsel in 1998 after serving as Tyson's
Corporate Counsel since 1992.
Dennis Leatherby Treasurer. Mr. Leatherby was appointed Tyson's Senior
Vice President, Finance and Treasurer in 1998 after
serving as Vice President and Treasurer since 1997 and
Treasurer since 1994.
GENERAL PARTNERS OF THE PARTNERSHIP
The name, current principal occupation or employment and material
occupations, positions, offices or employment for the past five years of each
general partner and partner of the Partnership are set forth below. Unless
otherwise indicated below, the business address of each general partner and
partner is c/o Tyson Foods, Inc., 2210 West Oaklawn Drive, Springdale, Arkansas
72762-6999. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to employment with the Partnership. Except as described
herein, none of the general partners and partners of the Partnership listed
below has, during the past five years, (i) been convicted in a criminal
proceeding or (ii) been a party to any judicial or administrative proceeding
that resulted in a judgement, decree or final order enjoining the person from
future violations of, or prohibiting activities subject to, federal or state
securities laws, or a finding of any violation of federal or state securities
laws. All general partners and partners listed below are citizens of the United
States.
On August 22, 1996, Don Tyson entered into a Stipulation and Consent with
the SEC pursuant to which Mr. Tyson, without admitting or denying any
wrongdoing, consented and agreed to the entry of a Final Judgment permanently
enjoining him from violating Section 10(b) of the Exchange Act and Rule 10b-5
thereunder and requiring the payment of a civil money penalty of $46,125. The
Stipulation and Consent was entered as a Final Judgment on October 8, 1996, by
the United States District Court for the Western District of Arkansas. The
Stipulation and Consent arose as a result of the SEC's investigation of certain
purchases and sales of common stock of Arctic Alaska Fisheries Corporation by
Fred Cameron, an acquaintance of Mr. Tyson, in June 1992.
GENERAL PARTNERS OF THE PARTNERSHIP
Name Current Principal Occupation or Employment and Five-Year Employment
History
Don Tyson Managing General Partner. Senior Chairman of Tyson's
Board, served as Chairman of Tyson's Board until 1995
when he was named Senior Chairman. Mr. Tyson served as
Chief Executive Officer until 1991 and has been a
member of Tyson's Board since 1952.
Leland E. Tollett General Partner. Served as Chairman and Chief
Executive Officer for Tyson from 1995 to 1998. An
employee of Tyson since 1959, Mr. Tollett was
President and Chief Executive Officer from 1991 to
1995. Mr. Tollett has been a member of Tyson's Board
since 1984.
Barbara A. Tyson General Partner. Vice President of Tyson. Ms. Tyson
has served in related capacities since 1988. Ms. Tyson
has been a member of Tyson's Board since 1988.
John Tyson General Partner. Chairman of Tyson's Board since
October 1, 1998 and assumed responsibilities as
President and Chief Executive Officer in April 2000.
He previously served as Vice Chairman since 1997 and
President of the Beef and Pork Division since 1993.
Mr. Tyson has been a member of Tyson's Board since
1984.
James B. Blair General Partner. Attorney. He previously served as
General Counsel to Tyson through January 1, 2000.
Harry C. Erwin, III General Partner. Accountant. He is a principal in
Erwin & Company, P.A.