Filed by Tyson Foods, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12(b)
under the Securities Act of 1934
Subject Company: IBP, inc.
Commission File No. 1-6085
August 28, 2001
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August 27, 2001
Tyson vs. The Competition
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. World's largest supplier of beef, chicken and pork products
Beef Chicken Pork
---- ------- ----
Other 31% Other 51% Other 46%
IBP 28% Tyson 23% IBP 18%
Excel 18% Gold Kist 9% Smithfield 18%
ConAgra 17% Pilgrim's Pride 9% ConAgra 11%
Farmland 6% Purdue 8% Hormel 8%
Source: Cattle Buyers Weekly, Watt's Poultry USA, and National Pork Producers
Council
Based on daily slaughter capacity for beef and pork, ready-to-cook pounds of
chicken produced and U.S. market share
CONFIDENTIAL -- 8/27/2001
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2
Top Customers / Key Relationships
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Foodservice International
----------------------------------- -------------
Nat'l Accounts Distributorships Markets
| | |
| | |
Tricon Sysco Japan
Subway Alliant Mexico
McDonald's UniPro China
Burger King US Foodservice Russia
Outback Gordons Puerto Rico
Dominos Royal Ahold Canada
| | |
| | |
Chicken Patties & filets Chicken leg quarters
Chicken nuggets & strips School Foodservice Chicken paws
Chicken wings Healthcare Chicken wing tips
Pizza toppings College & University Chicken dark meat
Taco meat Independent Operators Fresh beef & pork
Portion-controlled beef & pork Business & Industry Hides
Deli-style meats Variety Meats
Retail
-------------------------------------------------
Chains Club Stores
------------ ------------
Kroger Sam's
Wal*Mart Costco
Food Lion BJ's
H E Butt |
Wakefern |
Fleming |
| |
|___________________________________|
Fresh meats ....................... Beef, chicken & pork
Frozen meats ...................... IFF Chicken steaks & chops
Case-ready ........................ Beef & port
Frozen grocery .................... Breaded chicken & kits
Dry grocery ....................... Canned chicken
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CONFIDENTIAL - 8/27/2001
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3
Consumer Brand Awareness
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Tyson - the Coca-Cola/TM/ of Chicken
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o Coca-Cola - 48% (soft drinks)
o Tyson - 47% (chicken)
o Pillsbury - 44% (baked goods)
o Uncle Ben's - 33% (rice)
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With our target audience, Tyson top-of-mind awareness has increased 6 points
over the last year.
Source: CRI Tracking Study, September 2000
CONFIDENTIAL - 8/27/2001
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4
Brands
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[LOGO]
[LOGO] [LOGO] [LOGO] Butcher Boy [LOGO]
ibp (R) The Bruss Company Wright (R) Brand (R) Thomas E. Wilson
[LOGO] [LOGO] ITC [LOGO] [LOGO] Cobb [LOGO] [LOGO]
Casino Chef McCARTY FOODS (R) Fred's MEXICAN ORIGINAL
[LOGO] [LOGO] [LOGO] [LOGO]
Weaver (R) Wilton Foods (R) [LOGO] Tyson (R) Reuben (R) Lady Aster (R)
[LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO]
Wilson's DOSKOCIL Jordan's/TM/ Jose Ole/TM/ Little jac pac Wilson/TM/
Continental FOODS (R) Juan (R) foods
Deli (R) [LOGO]
BARNEY'S (U)
[LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO] [LOGO]
Our American Foodbrands Rotanelli's (R) IOWA PtK Mallard's TNT
Favorite America HAM Crust
[LOGO]
Fresh Cuts
[LOGO] [LOGO]
[LOGO] Russer POSADA (R) MARQUEZ (R) [LOGO] Restauranic/TM/
CONFIDENTIAL -- 8/27/2001
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5
Non-Core Business Analysis
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. Tyson is evaluating businesses that don't fit the new company in order to
identify potential divestiture candidates.
. Tyson's evaluation is based on:
|X| ROIC and cash generation capabilities of on-going business
|X| Potential net cash proceeds from sale
|X| Relationships to core businesses - beef, chicken and pork
|X| Impact on key customers
CONFIDENTIAL -- 8/27/2001
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6
Integration Plan
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Significant "hard dollar" synergies by 2004
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. Transportation and logistics cost savings $20 Million
. Integration of G&A functions (including Foodbrands) $30-40 Million
into a shared services infrastructure
. Consolidated purchasing (I.e. strategic sourcing of $150 Million
non-grain / non-livestock items)
. Elimination of redundant capex $15 Million
Note: Excludes revenue synergies
CONFIDENTIAL -- 8/27/2001
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7
Management
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[PHOTO] John Tyson, 47, was named Chairman of the Board in 1998 and assumed
responsibilities as Chief Executive Officer in April 2000. He had
served as Vice Chairman since 1997 and as President of the Company's
Beef and Pork division since 1993. Mr. Tyson has been a member of the
board since 1984.
[PHOTO] Greg Lee, 53, was named Foodservice and International Group
President and Co-Chief Operating Officer of Tyson Foods in August
2001. He had previously served as the company's Chief Operating
Officer since 1999. Prior to that, Mr. Lee served in several other
management positions, including President of the Food Service Division
and Executive Vice President of Sales, Marketing, R&D and Quality
Assurance.
[PHOTO] Dick Bond, 53, was named Fresh Meats and Retail Group President and
Co-Chief Operating Officer of Tyson Foods in August 2001. He had
previously served as an IBP President, and Chief Operating Officer
since 1997. Prior to that, Mr. Bond served in several other management
positions, including President of IBP's Fresh Meats Division, Vice
President-Boxed Beef Sales, and Group Vice President-Beef Sales and
Marketing.
CONFIDENTIAL -- 8/27/2001
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8
Competitive Advantages
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Value-added------------ ------- Distribution
\ /
\ /
Customer penetration-------[LOGO] Tyson (R)---------Technology
/ \
/ \
Market presence--------- ---------Scale
CONFIDENTIAL -- 8/27/2001
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9
Key Operating Strengths
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. Tyson and IBP are the undeniable leaders in their respective segments
. The combined company has unrivalled scale and a diverse range of product
offerings
. Tyson has successfully developed one of the most recognized and valuable
brands in the food industry
. IBP is establishing the first "national branded" red meat initiative
. Tyson has the premier frozen warehouse and distribution system in the
country delivering to every market in the U.S. a minimum of twice per week
. IBP, with its four new forward warehouses, will have the greatest
nationwide refrigerated distribution capability in the industry
CONFIDENTIAL -- 8/27/2001
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10
Compelling Strategic Rationale
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Point-in-time opportunity to combine the unique talents of two industry leaders,
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more than triple revenue and have a positive impact on earnings.
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. World's largest marketer of chicken, beef and pork
. Even stronger penetration across all distribution channels:
|X| Foodservice, retail and club stores
. Improved customer relationships and ability to manage the entire meat case
------
. Uniquely positioned to develop innovative, branded and value-added products
in chicken, beef and pork
|X| Shifting its portfolio mix from commodity products
|X| Capturing incremental margin
. Significant cost savings
CONFIDENTIAL -- 8/27/2001
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11
Transaction Summary
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in millions
except per share
IBP shares outstanding 106.0
New Tyson shares issued (52.9 x 2.381) 125.956
Tyson closing stock price (Friday 8/24/01) $ 10.21
Value of stock consideration (125.956 x $10.21) $ 1,286
Value of cash consideration (52.538 x $30) 1,576
-------
Total consideration $ 2,862
=======
Total Consideration per share ($2,862 / 106 = $27.00 per share) $ 2,862
IBP debt assumed 1,705
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Transaction value $ 4,567
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CONFIDENTIAL -- 8/27/2001
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12
Forward-Looking Statements
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Certain statements contained in this communication are "forward-looking
statements," such as statements relating to future events and the proposed Tyson
merger with IBP. These forward-looking statements are subject to risks,
uncertainties and other factors that 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 merger; (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.
CONFIDENTIAL -- 8/27/2001
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13
Important Information
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MORE DETAILED INFORMATION PERTAINING TO TYSON'S PROPOSED MERGER WITH IBP WILL BE
SET FORTH IN APPROPRIATE FILINGS MADE, OR TO BE MADE WITH THE SECURITIES AND
EXCHANGE COMMISSION ("SEC"), IF AND WHEN MADE. SHAREHOLDERS ARE URGED TO READ
ANY RELEVANT DOCUMENTS THAT ARE CURRENTLY FILED OR 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, except as disclosed in the Schedule 13D
filed by Tyson, Lasso, The Tyson Limited Partnership and Don Tyson on August 14,
2001, 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. Any issuance of Tyson Class A common stock in any proposed
merger with IBP 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.
CONFIDENTIAL -- 8/27/2001
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14
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