<PAGE>
As filed with the Securities and Exchange Commission on May 25, 1995
Registration No. 33-58177
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
TYSON FOODS, INC.
(Exact name of registrant as specified in its charter)
Delaware 71-0225165
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
2210 West Oaklawn Drive Gerald Johnston
Springdale, Arkansas 72762-6999 2210 West Oaklawn Drive
(501) 290-4000 Springdale, Arkansas 72762-6999
(Address, including zip code, and (501) 290-4000
telephone number, (Name, address, including zip code,
including area code, of and telephone
registrant's principal executive number, including area code, of
offices) agent for service)
Copies of communications to:
Les R. Baledge, Esq. Richard D. Truesdell, Jr., Esq.
Jeffrey J. Gearhart, Esq. Davis Polk & Wardwell
Rose Law Firm, a Professional 450 Lexington Avenue
Association New York, New York 10017
120 East Fourth Street (212) 450-4000
Little Rock, Arkansas 72201
(501) 375-9131
Approximate date of commencement of proposed sale to public: From
time to time after the effective date of the Registration Statement, as
determined in light of market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box.[ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box.[x]
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until
the Registration Statement shall become effective on such date as the
Commission, acting pursuant to Section 8(a), may determine.
1
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE
ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY
SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED MAY 25, 1995
PROSPECTUS
$500,000,000
TYSON FOODS, INC.
Debt Securities
Tyson Foods, Inc. (the "Company") intends to issue from time
to time debt securities (the "Debt Securities"), which will be
direct, unsecured obligations of the Company and offered to the
public on terms determined by market conditions at the time of
sale. The Company may sell Debt Securities for proceeds of up to
$500,000,000, or the equivalent thereof in one or more foreign
currencies or composite currencies, (i) directly to purchasers,
(ii) through agents designated from time to time, (iii) to
dealers, or (iv) through underwriters or a group of underwriters.
The Debt Securities may be issued in one or more series with
the same or various maturities at or above par or with an
original issue discount. The specific designation, aggregate
principal amount, authorized denominations, purchase price,
maturity, rate (or method of calculation) and time of payment of
any interest, any terms for redemption or repurchase or
conversion, the currency or composite currency in which the Debt
Securities shall be denominated or payable, any listing on a
securities exchange, whether the Debt Securities will be issued
in the form of a Global Security or securities, or other specific
terms of the Debt Securities in respect of which this Prospectus
is being delivered ("Offered Securities") are set forth in the
accompanying supplement to the Prospectus (the "Prospectus
Supplement"), together with the terms of offering of the Offered
Securities. Unless otherwise indicated in the Prospectus
Supplement, the Company does not intend to list any of the Debt
Securities on a national securities exchange. See "Plan of
Distribution."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS OR ANY SUPPLEMENT HERETO. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is May _, 1995.
2
<PAGE>
No person has been authorized to give any information or to
make any representations not contained or incorporated by
reference in this Prospectus or the accompanying Prospectus
Supplement and, if given or made, such information or
representation must not be relied upon as having been authorized
by the Company or any agent, dealer or underwriter. Neither the
delivery of this Prospectus or the accompanying Prospectus
Supplement nor any sale made hereunder or thereunder shall, under
any circumstances, create any implication that the information
contained herein or in the accompanying Prospectus Supplement is
correct as of any date subsequent to the date hereof or thereof
or that there has been no change in the affairs of the Company
since the date hereof or thereof. Neither this Prospectus nor
the accompanying Prospectus Supplement constitutes an offer to
sell or solicitation of an offer to buy Debt Securities in any
jurisdiction in which such offer or solicitation is not
authorized or in which the person making such offer or
solicitation is not qualified to do so or to any person to whom
it is unlawful to make such offer or solicitation.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549 and at the following
regional offices of the Commission: Seven World Trade Center,
Suite 1300, New York, New York 10048, and Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies
of such material can be obtained by mail at prescribed rates from
the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549.
This Prospectus constitutes a part of a Registration
Statement on Form S-3, as amended (the "Registration Statement")
filed by the Company with the Commission under the Securities Act
of 1933, as amended (the "Securities Act"). This Prospectus and
the accompanying Prospectus Supplement omit certain of the
information contained in the Registration Statement in accordance
with the rules and regulations of the Commission. Reference is
hereby made to the Registration Statement and related exhibits
for further information with respect to the Company and the Debt
Securities. Statements contained herein concerning the
provisions of any document are not necessarily complete and, in
each instance, reference is made to the copy of such document
filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in
its entirety by such reference.
3
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with
the Commission are incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the
fiscal year ended October 1, 1994; and
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended December 31, 1994 and April 1, 1995.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the
offering hereunder shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the
date of the filing of such documents.
Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of the Registration
Statement and this Prospectus to the extent that a statement
contained herein or in any subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of the Registration Statement or
this Prospectus.
The Company will provide, without charge, to each person to
whom this Prospectus is delivered, on the written or oral request
of any such person, a copy of any or all of the documents which
have been incorporated herein by reference, other than exhibits
to such documents (unless such exhibits are specifically
incorporated by reference into such documents). Requests should
be directed to Corporate Secretary, Tyson Foods, Inc., 2210 West
Oaklawn Drive, Springdale, Arkansas 72762-6999, telephone: (501)
290-4000.
THE COMPANY
Tyson Foods, Inc. and its various subsidiaries produce,
market and distribute a variety of food products consisting of
value-enhanced poultry; fresh and frozen poultry; value-enhanced
beef and pork products; fresh and frozen pork products; value-
enhanced seafood products; fresh and frozen seafood products; and
flour and corn tortillas, chips and other Mexican food-based
products. The Company also has live swine, animal feed and pet
food operations. The Company's integrated operations consist of
breeding and rearing chickens and hogs, harvesting seafood, as
well as the processing, further processing and marketing of these
food products. Additionally, the Company processes and markets
beef products.
4
<PAGE>
The Company's products are marketed and sold to national and
regional grocery chains, regional grocery wholesalers, clubs and
warehouse stores, military commissaries, industrial food
processing companies, national and regional chain restaurants or
their distributors, international export companies and domestic
distributors who service restaurants, foodservice operations such
as plant and school cafeterias, convenience stores, hospitals and
other vendors. Sales are made by the Company's sales staffs
located in Springdale, Arkansas, in regions throughout the United
States and in several foreign countries. Additionally, sales to
the United States military and a portion of sales to
international markets are made through independent brokers and
trading companies.
As of May 5, 1995, Don Tyson, Senior Chairman of the Board
of Directors of the Company, directly and through the Tyson
Limited Partnership, of which he is the managing general partner,
beneficially owned 1.3% and 99.9% of the Company's Class A Common
Stock, $.10 par value per share, and Class B Common Stock, $.10
par value per share, respectively which represented approximately
90% of the combined voting power of the shares of such Class A
Common Stock and Class B Common Stock on such date.
The Company commenced business in 1935, was incorporated in
Arkansas in 1947, and was reincorporated in Delaware in 1986.
The Company's executive offices are located at 2210 West Oaklawn
Drive, Springdale, Arkansas 72762-6999 and its telephone number
is (501) 290-4000.
RATIOS OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to
fixed charges for the Company for each of the last five fiscal
years ended October 1, 1994 and for the six months ended
April 1, 1995. For the purposes of calculating the ratio of
earnings to fixed charges, "earnings" consist of income from
continuing operations before income taxes and fixed charges
(excluding capitalized interest). "Fixed charges" consist of (i)
interest on indebtedness, whether expensed or capitalized, but
excluding interest to fifty-percent-owned subsidiaries (ii) the
Company's proportionate share of interest of fifty-percent-owned
subsidiaries, (iii) that portion of rental expense the Company
believes to be representative of interest (one-third of rental
expense) and (iv) amortization of debt discount and expense.
Six Months Ended Fiscal Year Ended
April 1, 1995 1994 1993 1992 1991 1990
3.58 2.13 4.47 3.76 3.14 2.40
USE OF PROCEEDS
The Company intends to use the net proceeds from the sale of
the Debt Securities to refinance existing indebtedness, to
finance acquisitions, as opportunities may arise, and for other
general corporate purposes. Further details relating to the uses
of the net proceeds of any such offering will be set forth in the
applicable Prospectus Supplement. The Company expects to engage
in additional financing as needs arise.
5
<PAGE>
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be issued under an Indenture dated
as of ______________, 1995 (hereinafter referred to as the
"Indenture"), between the Company and The Chase Manhattan Bank,
N.A., as Trustee (hereinafter referred to as the "Trustee"). The
following statements are subject to the detailed provisions of
the Indenture, a copy of which is filed as an exhibit to the
Registration Statement and which is also available for inspection
at the office of the Trustee. Section references are to the
Indenture. The following summarizes the material terms of the
Indenture; however, the following summaries of certain
provisions of the Indenture do not purport to be complete, and
wherever particular provisions of the Indenture are referred to,
such provisions, including definitions of certain terms, are
incorporated by reference as part of such summaries or terms,
which are qualified in their entirety by such reference to the
provisions of the Indenture.
General
The Indenture does not limit the aggregate principal amount
of Debt Securities which may be issued thereunder and provides
that the Debt Securities may be issued from time to time in one
or more series. The Debt Securities will be direct, unsecured and
unsubordinated obligations of the Company. Except as described
under "Certain Covenants," the Indenture does not limit
other indebtedness or securities which may be incurred or issued
by the Company or any of its subsidiaries or contain financial
or similar restrictions on the Company or any of its
subsidiaries. The Company's rights and the rights of its
creditors, including holders of Debt Securities, to participate
in any distribution of assets of any subsidiary upon the
latter's liquidation or reorganization or otherwise are
effectively subordinated to the claims of the subsidiary's
creditors, except to the extent that the Company or any of its
creditors may itself be a creditor of that subsidiary.
The Prospectus Supplement which accompanies this Prospectus
sets forth where applicable the following terms of and
information relating to the Offered Securities offered thereby:
(i) the designation of the Offered Securities; (ii) the aggregate
principal amount of the Offered Securities; (iii) the date or
dates on which principal of, and premium, if any, on the Offered
Securities is payable; (iv) the rate or rates at which the
Offered Securities shall bear interest, if any, or the method by
which such rate shall be determined, and the basis on which
interest shall be calculated if other than a 360-day year
6
<PAGE>
consisting of twelve 30-day months, the date or dates from which
such interest will accrue and on which such interest will be
payable and the related record dates; (v) if other than the
offices of the Trustee, the place where the principal of and any
premium or interest on the Offered Securities will be payable;
(vi) any redemption, repayment or sinking fund provisions; (vii)
if other than denominations of $1,000 or multiples thereof, the
denominations in which the Offered Securities will be issuable;
(viii) if other than the principal amount thereof, the portion of
the principal amount due upon acceleration; (ix) if other than
U.S. dollars, the currency or currencies (including composite
currencies) in which the Offered Securities are denominated or
payable; (x) whether the Offered Securities shall be issued in
the form of a Global Security or securities; (xi) any other
specific terms of the Offered Securities; and (xii) the identity
of any trustees, depositories, authenticating or paying agents,
transfer agents or registrars with respect to the Offered
Securities. (Section 2.3)
The Debt Securities will be issued either in certificated,
fully registered form, without coupons, or as global securities
under a book-entry system, as specified in the accompanying
Prospectus Supplement. See "--Book-Entry System."
Unless otherwise specified in the accompanying Prospectus
Supplement, principal and premium, if any, will be payable, and
the Debt Securities will be transferable and exchangeable without
any service charge, at the office of the Trustee. However, the
Company may require payment of a sum sufficient to cover any tax
or other governmental charge payable in connection with any such
transfer or exchange. (Sections 2.7, 4.1 and 4.2)
Unless otherwise specified in the accompanying Prospectus
Supplement, interest on any series of Debt Securities will be
payable on the interest payment dates set forth in the
accompanying Prospectus Supplement to the persons in whose names
the Debt Securities are registered at the close of business on
the related record date and will be paid, at the option of the
Company, by wire transfer or by checks mailed to such persons.
(Sections 2.7, 4.1 and 4.2)
If the Debt Securities are issued as Original Issue Discount
Securities (bearing no interest or interest at a rate which at
the time of issuance is below market rates) to be sold at a
substantial discount below their stated principal amount, the
federal income tax consequences and other special considerations
applicable to such Original Issue Discount Securities will be
generally described in the Prospectus Supplement.
Unless otherwise described in the accompanying Prospectus
Supplement, there are no covenants or provisions contained in the
Indenture which afford the holders of the Debt Securities
protection in the event of a highly leveraged transaction
involving the Company.
7
<PAGE>
Book-Entry System
If so specified in the accompanying Prospectus Supplement,
Debt Securities of any series may be issued under a book-entry
system in the form of one or more global securities (each a
"Global Security"). Each Global Security will be deposited with,
or on behalf of, a depositary, which, unless otherwise specified
in the accompanying Prospectus Supplement, will be The Depository
Trust Company, New York, New York (the "Depositary"). The
Global Securities will be registered in the name of the
Depositary or its nominee.
The Depositary has advised the Company that the Depositary
is a limited purpose trust company organized under the laws of
the State of New York, a "banking organization" within the
meaning of the New York banking law, a member of the Federal
Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of section 17A of the
Exchange Act. The Depositary was created to hold securities of
its participants and to facilitate the clearance and settlement
of securities transactions among its participants through
electronic book-entry changes in accounts of the participants,
thereby eliminating the need for physical movement of securities
certificates. The Depositary's participants include securities
brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations, some of whom
(and/or their representatives) own the Depositary. Access to the
Depositary's book-entry system is also available to others, such
as banks, brokers, dealers and trust companies that clear through
or maintain a custodial relationship with a participant, either
directly or indirectly.
Upon the issuance of a Global Security in registered form,
the Depositary will credit, on its book-entry registration and
transfer system, the respective principal amounts of the Debt
Securities represented by such Global Security to the accounts of
participants. The accounts to be credited will be designated by
the underwriters, dealers or agents, if any, or by the Company,
if such Debt Securities are offered and sold directly by the
Company. Ownership of beneficial interests in the Global
Security will be limited to participants or persons that may hold
interests through participants. Ownership of beneficial
interests by participants in the Global Security will be shown
on, and the transfer of that ownership interest will be effected
only through, records maintained by such participants. The laws
of some jurisdictions may require that certain purchasers of
securities take physical delivery of such securities in
definitive form. Such laws may impair the ability to transfer
beneficial interest in a Global Security.
So long as the Depositary or its nominee is the registered
owner of a Global Security, it will be considered the sole owner
or holder of the Debt Securities represented by such Global
Security for all purposes under the Indenture. Except as set
forth below, owners of beneficial interests in such Global
8
<PAGE>
Security will not be entitled to have the Debt Securities
represented thereby registered in their names, will not receive
or be entitled to receive physical delivery of certificates
representing the Debt Securities and will not be considered the
owners or holders thereof under the Indenture. Accordingly, each
person owning a beneficial interest in such Global Security must
rely on the procedures of the Depositary and, if such person is
not a participant, on the procedures of the participant through
which such person owns its interest, to exercise any rights of a
holder under the Indenture. The Company understands that under
existing practice, in the event that the Company requests any
action of the holders or a beneficial owner desires to take any
action a holder is entitled to take, the Depositary would act
upon the instructions of, or authorize, the participant to take
such action.
Payment of principal of, premium, if any, and interest on
Debt Securities represented by a Global Security will be made to
the Depositary or its nominee, as the case may be, as the
registered owner and holder of the Global Security representing
such Debt Securities. None of the Company, the Trustee, any
paying agent or registrar for such Debt Securities will have any
responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership
interests in the Global Security or for maintaining, supervising
or reviewing any records relating to such beneficial ownership
interests.
The Company has been advised by the Depositary that the
Depositary will credit participants' accounts with payments of
principal, premium, if any, or interest on the payment date
thereof in amounts proportionate to their respective beneficial
interests in the principal amount of the Global Security as shown
on the records of the Depositary. The Company expects that
payments by participants to owners of beneficial interests in the
Global Security held through such participants will be governed
by standing instructions and customary practices, as is now the
case with securities held for the accounts of customers
registered in "street name," and will be the responsibility of
such participants.
A Global Security may not be transferred except as a whole
by the Depositary to a nominee or successor of the Depositary or
by a nominee of the Depositary to another nominee of the
Depositary. A Global Security representing all but not part of
the Debt Securities being offered hereby is exchangeable for Debt
Securities in definitive form of like tenor and terms if (i) the
Depositary notifies the Company that it is unwilling or unable to
continue as depositary for such Global Security or if at any time
the Depositary is no longer eligible to be or in good standing as
a clearing agency registered under the Exchange Act, and in
either case, a successor depositary is not appointed by the
Company within 90 days of receipt by the Company of such notice
or of the Company becoming aware of such ineligibility, or (ii)
the Company in its sole discretion at any time determines not to
have all of the Debt Securities represented by a Global Security
and notifies the Trustee thereof. A Global Security exchangeable
9
<PAGE>
pursuant to the preceding sentence shall be exchangeable for Debt
Securities registered in such names and in such authorized
denominations as the Depositary for such Global Security shall
direct. (Section 2.7)
Certain Covenants
Restrictions on Liens. The Indenture provides that the
Company will not, and will not permit any Restricted Subsidiary
(as hereinafter defined) to, create, incur or suffer to exist any
mortgage or pledge, as security for any indebtedness, on or of
any shares of stock, indebtedness or other obligations of a
Subsidiary (as hereinafter defined) or any Principal Property (as
hereinafter defined) of the Company or a Restricted Subsidiary,
whether such shares of stock, indebtedness or other obligations
of a Subsidiary or Principal Property is owned at the date of the
Indenture or thereafter acquired, unless the Company secures or
causes such Restricted Subsidiary to secure the outstanding Debt
Securities equally and ratably with all indebtedness secured by
such mortgage or pledge, so long as such indebtedness shall be so
secured. This covenant will not apply in the case of: (i) the
creation of any mortgage, pledge or other lien on any shares of
stock, indebtedness or other obligations of a Subsidiary or any
Principal Property acquired after the date of the Indenture
(including acquisitions by way of merger or consolidation) by the
Company or a Restricted Subsidiary contemporaneously with such
acquisition, or within 180 days thereafter, to secure or provide
for the payment or financing of any part of the purchase price
thereof, or the assumption of any mortgage, pledge or other lien
upon any shares of stock, indebtedness or other obligations of a
Subsidiary or any Principal Property acquired after the date of
the Indenture existing at the time of such acquisition, or the
acquisition of any shares of stock, indebtedness or other
obligations of a Subsidiary or any Principal Property subject to
any mortgage, pledge or other lien without the assumption
thereof, provided that every such mortgage, pledge or lien
referred to in this clause (i) will attach only to the shares of
stock, indebtedness or other obligations of a Subsidiary or any
Principal Property so acquired and fixed improvements thereon;
(ii) any mortgage, pledge or other lien on any shares of stock,
indebtedness or other obligations of a Subsidiary or any
Principal Property existing at the date of this Indenture; (iii)
any mortgage, pledge or other lien on any shares of stock,
indebtedness or other obligations of a Subsidiary or any
Principal Property in favor of the Company or any Restricted
Subsidiary; (iv) any mortgage, pledge or other lien on Principal
Property being constructed or improved securing loans to finance
such construction or improvements; (v) any mortgage, pledge or
other lien on shares of stock, indebtedness or other obligations
of a Subsidiary or any Principal Property incurred in connection
with the issuance of tax-exempt governmental obligations; and
(vi) any renewal of or substitution for any mortgage, pledge or
other lien permitted by any of the preceding clauses (i) through
(v), provided, in the case of a mortgage, pledge or other lien
permitted under clause (i), (ii) or (iv), the indebtedness
secured is not increased nor the lien extended to any additional
shares of stock, indebtedness or other obligations of a
10
<PAGE>
Subsidiary or any additional Principal Property. Notwithstanding
the foregoing, the Company or any Restricted Subsidiary may
create or assume liens in addition to those permitted by this
paragraph, and renew, extend or replace such liens, provided that
at the time of such creation, assumption, renewal, extension or
replacement, and after giving effect thereto, Exempted Debt (as
hereinafter defined) does not exceed 10% of Consolidated Net
Tangible Assets (as hereinafter defined). (Section 4.3)
Restrictions on Sale and Lease-Back Transactions. The
Indenture provides that the Company will not, and will not permit
any Restricted Subsidiary to, sell or transfer, directly or
indirectly, except to the Company or a Restricted Subsidiary, any
Principal Property as an entirety, or any substantial portion
thereof, with the intention of taking back a lease of such
property, except a lease for a period of three years or less at
the end of which it is intended that the use of such property by
the lessee will be discontinued; provided that, notwithstanding
the foregoing, the Company or any Restricted Subsidiary may sell
any such Principal Property and lease it back for a longer period
(i) if the Company or such Restricted Subsidiary would be
entitled, pursuant to the provisions described above under "--
Restrictions on Liens," to create a mortgage on the property to
be leased securing Funded Debt (as hereinafter defined) in an
amount equal to the Attributable Debt (as hereinafter defined)
with respect to such sale and lease-back transaction without
equally and ratably securing the outstanding Debt Securities or
(ii) if (A) the Company promptly informs the Trustee of such
transaction, (B) the net proceeds of such transaction are at
least equal to the fair value (as determined by board resolution
of the Company) of such property and (C) the Company causes an
amount equal to the net proceeds of the sale to be applied to the
retirement, within 180 days after receipt of such proceeds, of
Funded Debt incurred or assumed by the Company or a Restricted
Subsidiary (including the Debt Securities); provided further
that, in lieu of applying all of or any part of such net proceeds
to such retirement, the Company may, within 75 days after such
sale, deliver or cause to be delivered to the applicable trustee
for cancellation either debentures or notes evidencing Funded
Debt of the Company (which may include the outstanding Debt
Securities) or of a Restricted Subsidiary previously
authenticated and delivered by the applicable trustee, and not
theretofore tendered for sinking fund purposes or called for a
sinking fund or otherwise applied as a credit against an
obligation to redeem or retire such notes or debentures, and an
officers' certificate (which will be delivered to the Trustee and
each paying agent and which need not contain the statements
prescribed by the second paragraph of Section 10.4 of the
Indenture) stating that the Company elects to deliver or cause to
be delivered such debentures or notes in lieu of retiring Funded
Debt as hereinabove provided. If the Company shall so deliver
debentures or notes to the applicable trustee and the Company
shall duly deliver such officers' certificate, the amount of cash
which the Company will be required to apply to the retirement of
Funded Debt under this provision of the Indenture shall be
reduced by an amount equal to the aggregate of the then
applicable optional redemption prices (not including any optional
11
<PAGE>
sinking fund redemption prices) of such debentures or notes or,
if there are no such redemption prices, the principal amount of
such debentures or notes; provided, that in the case of
debentures or notes which provide for an amount less than the
principal amount thereof to be due and payable upon a declaration
of the maturity thereof, such amount of cash shall be reduced by
the amount of principal of such debentures or notes that would be
due and payable as of the date of such application upon a
declaration of acceleration of the maturity thereof pursuant to
the terms of the indenture pursuant to which such debentures or
notes were issued. Notwithstanding the foregoing, the Company or
any Restricted Subsidiary may enter into sale and lease-back
transactions in addition to those permitted by this paragraph and
without any obligation to retire any outstanding Debt Securities
or other Funded Debt, provided that at the time of entering into
such sale and lease-back transactions and after giving effect
thereto, Exempted Debt does not exceed 10% of Consolidated Net
Tangible Assets. (Section 4.4)
Certain Definitions
The term "Attributable Debt" as defined in the Indenture
means, as to any particular lease under which any Person is at
the time liable, other than a capital lease, and at any date as
of which the amount thereof is to be determined, the total net
amount of rent required to be paid by such Person under such
lease during the initial term thereof as determined in accordance
with generally accepted accounting principles, discounted from
the last date of such initial term to the date of determination
at a rate per annum equal to the discount rate which would be
applicable to a capital lease with like term in accordance with
generally accepted accounting principles. The net amount of rent
required to be paid under any such lease for any such period
shall be the aggregate amount of rent payable by the lessee with
respect to such period after excluding amounts required to be
paid on account of insurance, taxes, assessments, utility,
operating and labor costs and similar charges. In the case of
any lease which is terminable by the lessee upon the payment of a
penalty, such net amount shall also include the amount of such
penalty, but no rent shall be considered as required to be paid
under such lease subsequent to the first date upon which it may
be so terminated. "Attributable Debt" means, as to a capital
lease under which any Person is at the time liable and at any
date as of which the amount thereof is to be determined, the
capitalized amount thereof that would appear on the face of a
balance sheet of such Person in accordance with generally
accepted accounting principles.
The term "Consolidated Net Tangible Assets" as defined in
the Indenture means the excess over the current liabilities of
the Company of all of its assets as determined by the Company and
as would be set forth in a consolidated balance sheet of the
Company and its Subsidiaries, on a consolidated basis, in
accordance with generally accepted accounting principles as of a
date within 90 days of the date of such determination, after
deducting goodwill, trademarks, patents, other like intangibles
and minority interests of others.
12
<PAGE>
The term "Exempted Debt" as defined in the Indenture means
the sum, without duplication, of the following items outstanding
as of the date Exempted Debt is being determined:
(i) indebtedness of the Company and its Restricted Subsidiaries
incurred after the date of the Indenture and secured by liens
created, assumed or otherwise incurred or permitted to exist
pursuant to the provision described in the last sentence under "-
-Certain Covenants--Restrictions on Liens" and (ii) Attributable
Debt of the Company and its Restricted Subsidiaries in respect of
all sale and lease-back transactions with regard to any Principal
Property entered into pursuant to the provision described in the
last sentence under "--Certain Covenants--Restrictions on Sale
and Lease-Back Transactions."
The term "Funded Debt" as defined in the Indenture means all
indebtedness for money borrowed, including purchase money
indebtedness, having a maturity of more than one year from the
date of its creation or having a maturity of less than one year
but by its terms being renewable or extendible, at the option of
the obligor in respect thereof, beyond one year from its
creation.
The term "Principal Property" as defined in the Indenture
means (i) land, land improvements, buildings and associated
factory and laboratory equipment owned or leased pursuant to a
capital lease and used by the Company or a Restricted Subsidiary
primarily for processing, producing, packaging or storing its
products, raw materials, inventories or other materials and
supplies and located within the United States of America and
having an acquisition cost plus capitalized improvements in
excess of 1% of Consolidated Net Tangible Assets as of the date
of such determination, (ii) certain property referred to in the
Indenture and (iii) any asset held by Tyson Holding Company,
Inc., but shall not include any such property or assets described
in clauses (i), (ii) or (iii) that is financed through the
issuance of tax exempt governmental obligations, or any such
property or assets that has been determined by board resolution
of the Company not to be of material importance to the respective
businesses conducted by the Company or such Restricted
Subsidiary, effective as of the date such resolution is adopted.
The term "Restricted Subsidiary" as defined in the Indenture
means any Subsidiary organized and existing under the laws of the
United States of America and the principal business of which is
carried on within the United States of America which owns or is a
lessee pursuant to a capital lease of any Principal Property or
owns shares of capital stock or indebtedness of another
Restricted Subsidiary other than: (i) each Subsidiary the major
part of whose business consists of finance, banking, credit,
leasing, insurance, financial services or other similar
operations, or any combination thereof; and (ii) each Subsidiary
formed or acquired after the date of the Indenture for the
purpose of acquiring the business or assets of another person and
which does not acquire all or any substantial part of the
business or assets of the Company or any Restricted Subsidiary;
provided, however, the Board of Directors of the Company may
declare any such Subsidiary to be a Restricted Subsidiary
effective as of the date such resolution is adopted.
13
<PAGE>
The term "Subsidiary" as defined in the Indenture means,
with respect to any Person, any corporation, association or other
business entity of which more than 50% of the outstanding Voting
Stock (as defined in the Indenture) is owned directly or
indirectly, by such Person and one or more other Subsidiaries of
such Person.
Restrictions on Consolidations, Mergers and Sales of Assets
The Indenture provides that the Company will not consolidate
with, merge with or into, or sell, convey, transfer, lease or
otherwise dispose of all or substantially all of its property and
assets (as an entirety or substantially an entirety in one
transaction or a series of related transactions) to, any Person
(other than a consolidation with or merger with or into a
Subsidiary) or permit any Person to merge with or into the
Company unless: (a) either (i) the Company will be the continuing
Person or (ii) the Person (if other than the Company) formed by
such consolidation or into which the Company is merged or that
acquired or leased such property and assets of the Company shall
be a corporation organized and validly existing under the laws of
the United States of America or any jurisdiction thereof and
shall expressly assume, by a supplemental indenture, executed and
delivered to the Trustee, all of the obligations of the Company
on all of the Debt Securities and the Company shall have
delivered to the Trustee an opinion of counsel stating that such
consolidation, merger or transfer and such supplemental indenture
complies with this provision and that all conditions precedent
provided for herein relating to such transaction have been
complied with; and (b) immediately after giving effect to such
transaction, no Default (as defined in the Indenture) shall have
occurred and be continuing. (Section 5.1)
Events of Default
An Event of Default, as defined in the Indenture and
applicable to Debt Securities, will occur with respect to the
Debt Securities of any series if: (a) the Company defaults in
the payment of the principal of any Debt Security of such series
when the same becomes due and payable at maturity, upon
acceleration, redemption, mandatory repurchase or otherwise; (b)
the Company defaults in the payment of interest on any Debt
Security of such series when the same becomes due and payable,
and such default continues for a period of 30 days; (c) the
Company defaults in the performance of or breaches any other
covenant or agreement of the Company in the Indenture with
respect to the Debt Securities of such series and such default or
breach continues for a period of 30 consecutive days after
written notice to the Company by the Trustee or to the Company
and the Trustee by the Holders (as defined in the Indenture) of
25% or more in aggregate principal amount of the Debt Securities
of such series; (d) an involuntary case or other proceeding
shall be commenced against the Company with respect to it or its
debts under any bankruptcy, insolvency or other similar law now
or hereafter in effect seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it
14
<PAGE>
or any substantial part of its property, and such involuntary
case or other proceeding shall remain undismissed and unstayed
for a period of 60 days; or an order for relief shall be entered
against the Company under the federal bankruptcy laws as now or
hereafter in effect; (e) the Company (i) commences a voluntary
case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, or consents to the entry of an
order for relief in an involuntary case under any such law, (ii)
consents to the appointment of or taking possession by a
receiver, liquidator, assignee, custodian, trustee, sequestrator
or similar official of the Company or for all or substantially
all of the property and assets of the Company or (iii) effects
any general assignment for the benefit of creditors; or (f) any
other Events of Default set forth in the applicable Prospectus
Supplement occurs. (Section 6.1)
The Indenture provides that if an Event of Default described
in clauses (a), (b), (c) or (f) above (if such Event of Default
under clause (c) or (f) is with respect to one or more but not
all series of Debt Securities then outstanding) occurs and is
continuing, then, and in each and every such case, except for any
series of Debt Securities the principal of which shall have
already become due and payable, either the Trustee or the Holders
of not less than 25% in aggregate principal amount of the Debt
Securities of each such series then outstanding under the
Indenture (each such series voting as a separate class) by notice
in writing to the Company (and to the Trustee if given by Hold-
ers), may declare the entire principal (or, if the Debt
Securities of any such series are Original Issue Discount
Securities (as defined in the Indenture), such portion of the
principal amount as may be specified in the terms of such series
and set forth in the applicable Prospectus Supplement) of all
Debt Securities of all such series, and the interest accrued
thereon, if any, to be due and payable immediately, and upon any
such declaration the same shall become immediately due and
payable. If an Event of Default described in clause (c) or (f)
occurs and is continuing with respect to all series of Debt
Securities then outstanding, then and in each and every such
case, unless the principal of all the Debt Securities shall have
already become due and payable, either the Trustee or the Holders
of not less than 25% in aggregate principal amount of all the
Debt Securities then outstanding under the Indenture (treated as
one class), by notice in writing to the Company (and to the
Trustee if given by Holders), may declare the entire principal
(or, if any Debt Securities are Original Issue Discount
Securities, such portion of the principal as may be specified in
the terms thereof and set forth in the applicable Prospectus
Supplement) of all the Debt Securities then outstanding and
interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become
immediately due and payable. If an Event of Default described in
clause (d) or (e) occurs and is continuing, then the principal
amount (or, if any Debt Securities are original Issue Discount
Securities, such portion of the principal as may be specified in
the terms thereof and set forth in the applicable Prospectus
Supplement) of all the Debt Securities then outstanding and
interest accrued thereon, if any shall be and become immediately
15
<PAGE>
due and payable, without any notice or other action by any Holder
or the Trustee, to the full extent permitted by applicable law.
The provisions described in the paragraph above, however,
are subject to the condition that if, at any time after the
principal (or, if the Debt Securities are Original Issue Discount
Securities, such portion of the principal as may be specified in
the terms thereof and set forth in the applicable Prospectus
Supplement) of the Debt Securities of any series (or of all the
Debt Securities, as the case may be) shall have been so declared
due and payable, and before any judgment or decree for the
payment of the moneys due shall have been obtained or entered as
hereinafter provided, the Company will pay or will deposit with
the Trustee a sum sufficient to pay all matured installments of
interest upon all the Debt Securities of each such series (or of
all the Debt Securities, as the case may be) and the principal of
any and all Debt Securities of each such series (or of all the
Debt Securities, as the case may be) which shall have become due
otherwise than by acceleration (with interest upon such principal
and, to the extent that payment of such interest is enforceable
under applicable law, on overdue installments of interest, at the
same rate as the rate of interest or yield to maturity (in the
case of Original Issue Discount Securities) specified in the Debt
Securities of each such series and set forth in the applicable
Prospectus Supplement to the date of such payment or deposit) and
such amount as shall be sufficient to cover reasonable
compensation to the Trustee and each predecessor Trustee, their
respective agents, attorneys and counsel, and all other expenses
and liabilities incurred, and all advances made, by the Trustee
and each predecessor Trustee except as a result of negligence or
bad faith, and if any and all Events of Default under the
Indenture, other than the non-payment of the principal of Debt
Securities which shall have become due by acceleration, shall
have been cured, waived or otherwise remedied as provided in the
Indenture, then and in every such case the Holders of a majority
in aggregate principal amount of all the Debt Securities of each
such series, or of all the Debt Securities, in each case voting
as a single class, then outstanding, by written notice to the
Company and to the Trustee, may waive all defaults with respect
to each such series (or with respect to all the Debt Securities,
as the case may be) and rescind and annul such declaration and
its consequences, but no such waiver or rescission and annulment
will extend to or shall affect any subsequent default or shall
impair any right consequent thereon. For all purposes under the
Indenture, if a portion of the principal of any Original Issue
Discount Securities shall have been accelerated and declared due
and payable pursuant to the provisions described above, then,
from and after such declaration, unless such declaration has been
rescinded and annulled, the principal amount of such Original
Issue Discount Securities will be deemed, for all purposes under
the Indenture, to be such portion of the principal thereof as
shall be due and payable as a result of such acceleration, and
payment of such portion of the principal thereof as shall be due
and payable as a result of such acceleration, together with
interest, if any, thereon and all other amounts owing thereunder,
shall constitute payment in full of such Original Issue Discount
Securities. (Section 6.2)
16
<PAGE>
The Indenture contains a provision under which, subject to
the duty of the trustee during a default to act with the standard
of care required by law, (i) the Trustee may rely and will be
protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document
believed by it to be genuine and to have been signed or presented
by the proper person, and the Trustee need not investigate any
fact or matter stated in the document, but the Trustee, in its
discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit; (ii) before the Trustee
acts or refrains from acting, it may require an officers'
certificate or an opinion of counsel, and the Trustee shall not
be liable for any action it takes or omits to take in good faith
in reliance on such certificate or opinion; (iii) the Trustee may
act through its attorneys and agents and shall not be responsible
for the misconduct or negligence of any agent appointed with due
care; (iv) the Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by the Indenture at the
request or direction of any of the Holders, unless such Holders
shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities that might
be incurred by it in compliance with such request or direction;
(v) the Trustee shall not be liable for any action it takes or
omits to take in good faith that it believes to be authorized or
within its rights or powers or for any action it takes or omits
to take in accordance with the direction of the Holders of a
majority in principal amount of the outstanding Debt Securities
relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under the
Indenture; and (vi) the Trustee may consult with counsel and the
written advice of such counsel or any opinion of counsel shall be
full and complete authorization and protection in respect of any
action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon. (Section 7.2)
Subject to such provisions in the Indenture for the
indemnification of the Trustee and certain other limitations, the
Holders of at least a majority in aggregate principal amount of
the outstanding Debt Securities of each series affected (each
such series voting as a separate class) may direct the time,
method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power
conferred on the Trustee; provided, that the Trustee may refuse
to follow any direction that conflicts with law or the Indenture,
that may involve the Trustee in personal liability, or that the
Trustee determines in good faith may be unduly prejudicial to the
rights of Holders not joining in the giving of such direction;
and provided further, that the Trustee may take any other action
it deems proper that is not inconsistent with any directions
received from Holders of Debt Securities pursuant to this
paragraph. (Section 6.5)
The Indenture provides that no Holder of any Debt Security
of any series may institute any proceeding, judicial or
17
<PAGE>
otherwise, with respect to the Indenture or the Debt Securities
of such series, or for the appointment of a receiver or trustee,
or for any other remedy under the Indenture, unless: (i) such
Holder has previously given to the Trustee written notice of a
continuing Event of Default with respect to the Debt Securities
of such series; (ii) the Holders of at least 25% in aggregate
principal amount of outstanding Securities of such series shall
have made written request to the Trustee to institute proceedings
in respect of such Event of Default in its own name as Trustee
under the Indenture; (iii) such Holder or Holders have offered to
the Trustee indemnity reasonably satisfactory to the Trustee
against any costs, liabilities or expenses to be incurred in
compliance with such request; (iv) the Trustee for 60 days after
its receipt of such notice, request and offer of indemnity has
failed to institute any such proceeding; and (v) during such 60-
day period, the Holders of a majority in aggregate principal
amount of the outstanding Debt Securities of such series have not
given the Trustee a direction that is inconsistent with such
written request. A Holder may not use the Indenture to prejudice
the rights of another Holder or to obtain a preference or
priority over such other Holder. (Section 6.6)
The Indenture contains a covenant that the Company will file
annually, not more than 90 days after the end of its fiscal year,
with the Trustee a certification from the principal executive
officer, principal financial officer or principal accounting
officer that a review has been conducted of the activities of the
Company and its Subsidiaries and the Company's and its
Subsidiaries' performance under the Indenture and that the
Company has complied with all conditions and covenants under the
Indenture. (Section 4.6)
Discharge, Defeasance and Covenant Defeasance
The Indenture provides that, except as provided below, the
Company may terminate its obligations under the Debt Securities
of any series and the Indenture with respect to Debt Securities
of such series if: (i) all Debt Securities of such series
previously authenticated and delivered (other than destroyed,
lost or stolen Debt Securities of such series that have been
replaced or Debt Securities of such series that are fully repaid
or Debt Securities of such series for whose payment money or
securities have theretofore been held in trust and thereafter
repaid to the Company, as provided in the Indenture) have been
delivered to the Trustee for cancellation and the Company has
paid all sums payable by it hereunder; or (ii) (A) the Debt
Securities of such series mature within one year or all of them
are to be called for redemption within one year under
arrangements satisfactory to the Trustee for giving the notice of
redemption, (B) the Company irrevocably deposits in trust with
the Trustee, as trust funds solely for the benefit of the Holders
of such Securities for that purpose, money or U.S. Government
Obligations or a combination thereof sufficient (in the opinion
of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the
Trustee), without consideration of any reinvestment, to pay
principal of and interest on the Debt Securities of such series
18
<PAGE>
to maturity or redemption, as the case may be, and to pay all
other sums payable by it under the Indenture, (C) no Default with
respect to the Debt Securities of such series has occurred and is
continuing on the date of such deposit, (D) such deposit does not
result in a breach or violation of, or constitute a default
under, the Indenture or any other agreement or instrument to
which the Company is a party or by which it is bound and (E) the
Company delivers to the Trustee an officers' certificate and an
opinion of counsel, in each case stating that all conditions
precedent provided for in the Indenture relating to the
satisfaction and discharge of the Indenture have been complied
with. With respect to the foregoing clause (i), only the
Company's obligations under Section 7.7 of the Indenture in
respect of the Debt Securities of such series shall survive.
With respect to the foregoing clause (ii), only the Company's
obligations in Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.11, 4.2,
7.7, 7.8, 8.5 and 8.6 of the Indenture in respect of the Debt
Securities of such series shall survive until the Debt Securities
are no longer outstanding. Thereafter, only the Company's
obligations in Sections 7.7, 8.5 and 8.6 of the Indenture in
respect of the Debt Securities of such series shall survive.
After any such irrevocable deposit, the Trustee upon request
shall acknowledge in writing the discharge of the Company's
obligations under the Debt Securities of such series and this
Indenture with respect to the Debt Securities of such series
except for those surviving obligations specified above. (Section
8.1)
The Indenture provides that, except as provided below, the
Company will be deemed to have paid and will be discharged from
any and all obligations in respect of the Debt Securities of any
series after the period specified in clause (D)(2)(z) of this
paragraph, and the provisions of the Indenture will no longer be
in effect with respect to the Debt Securities of such series, and
the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same; provided that the following
conditions shall have been satisfied: (A) the Company has
irrevocably deposited in trust with the Trustee as trust funds
solely for the benefit of the Holders for payment of the
principal of and interest on the Debt Securities of such series,
money or U.S. Government Obligations or a combination thereof
sufficient (in the opinion of a nationally recognized firm of
independent public accountants expressed in a written
certification thereof delivered to the Trustee) without
consideration of any reinvestment and after payment of all
federal, state and local taxes or other charges and assessments
in respect thereof payable by the Trustee, to pay and discharge
the principal of and accrued interest on the outstanding Debt
Securities of such series to maturity or earlier redemption
(irrevocably provided for under arrangements satisfactory to the
Trustee), as the case may be; (B) such deposit will not result in
a breach or violation of, or constitute a default under, the
Indenture or any other agreement or instrument to which the
Company is a party or by which it is bound; (C) no Default with
respect to the Debt Securities of such series shall have occurred
and be continuing on the date of such deposit or at any time
during the period specified in clause (D)(2)(z) below; (D) the
19
<PAGE>
Company shall have delivered to the Trustee (1) either (x) a
ruling directed to the Trustee received from the Internal Revenue
Service to the effect that the Holders of the Securities of such
series will not recognize income, gain or loss for federal income
tax purposes as a result of the Company's exercise of its option
under this provision of the Indenture and will be subject to
federal income tax on the same amount and in the same manner and
at the same times as would have been the case if such option had
not been exercised or (y) an opinion of counsel to the same
effect as the ruling described in clause (x) above and based on a
change in law and (2) an opinion of counsel to the effect that
(x) the creation of the defeasance trust does not violate the
Investment Company Act of 1940, as amended, (y) the Holders of
the Securities of such series have a valid first priority
security interest in the trust funds, and (z) after the passage
of 123 days following the deposit (except after one year
following the deposit, with respect to any trust funds for the
account of any Holder of the Securities of such series who may be
deemed to be an "insider" as to an obligor on the Securities of
such series for purposes of the United States Bankruptcy Code),
the trust funds will not be subject to the effect of Section 547
of the United States Bankruptcy Code or Section 15 of the New
York Debtor and Creditor Law in a case commenced by or against
the Company under either such statute, and either (I) the trust
funds will no longer remain the property of the Company (and
therefore will not be subject to the effect of any applicable
bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally) or (II) if a court were to rule
under any such law in any case or proceeding that the trust funds
remained in the possession of the Company, to the extent not paid
to such Holders, the Trustee will hold, for the benefit of such
Holders, a valid and perfected first priority security interest
in such trust funds that is not avoidable in bankruptcy or
otherwise (except for the effect of Section 552(b) of the United
States Bankruptcy Code on interest on the trust funds accruing
after the commencement of a case under such statute and the
Holders of the Securities of such series will be entitled to
receive adequate protection of their interests in such trust
funds if such trust funds are used in such case or proceeding;
(E) if the Debt Securities of such series are then listed on a
national securities exchange, the Company shall have delivered to
the Trustee an opinion of counsel to the effect that the
defeasance contemplated by this provision of the Indenture of the
Debt Securities of such series will not cause the Debt Securities
of such series to be delisted; and (F) the Company has delivered
to the Trustee an officers' certificate and an opinion of
counsel, in each case stating that all conditions precedent
provided for in the Indenture relating to the defeasance
contemplated by this provision of the Indenture of the Debt
Securities of such series have been complied with.
Notwithstanding the foregoing, prior to the end of the 123-day
(or one year) period referred to in clause (D)(2)(z) of this
paragraph, none of the Company's obligations under the Indenture
with respect to such series shall be discharged. Subsequent to
the end of such 123-day (or one year) period, the Company's
obligations in Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.11, 4.1,
4.2 , 7.7, 7.8, 8.5 and 8.6 of the Indenture with respect to the
20
<PAGE>
Debt Securities of such series shall survive until such Debt
Securities are no longer outstanding. Thereafter, only the
Company's obligations in Sections 7.7, 8.5 and 8.6 of the
Indenture with respect to the Debt Securities of such series
shall survive. If and when a ruling from the Internal Revenue
Service or an opinion of counsel referred to in clause (D)(1) of
this paragraph is able to be provided specifically without regard
to, and not in reliance upon, the continuance of the Company's
obligations under Section 4.1 of the Indenture, then the
Company's obligations under such Section 4.1 of the Indenture
shall cease upon delivery to the Trustee of such ruling or
opinion of counsel and compliance with the other conditions
precedent provided for in this provision of the Indenture
relating to the defeasance contemplated by this provision of the
Indenture. (Section 8.2)
The Indenture provides that the Company may omit to comply
with any term, provision or condition described under "--Certain
Covenants," and such omission shall be deemed not to be an Event
of Default, with respect to the outstanding Debt Securities of
any series if: (i) the Company has irrevocably deposited in trust
with the Trustee as trust funds solely for the benefit of the
Holders of the Securities of such series for payment of the
principal of and interest, if any, on the Debt Securities of such
series money or U.S. Government Obligations or a combination
thereof in an amount sufficient (in the opinion of a nationally
recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee) without
consideration of any reinvestment and after payment of all
federal, state and local taxes or other charges and assessments
in respect thereof payable by the Trustee, to pay and discharge
the principal of and interest on the outstanding Debt Securities
of such series to maturity or earlier redemption (irrevocably
provided for under arrangements satisfactory to the Trustee), as
the case may be; (ii) such deposit will not result in a breach or
violation of, or constitute a default under, the Indenture or any
other agreement or instrument to which the Company is a party or
by which it is bound; (iii) no Default with respect to the Debt
Securities of such series shall have occurred and be continuing
on the date of such deposit; (iv) the Company has delivered to
the Trustee an opinion of counsel to the effect that (A) the
creation of the defeasance trust does not violate the Investment
Company Act of 1940, as amended (B) the Holders of the Debt
Securities of such series have a valid first-priority security
interest in the trust funds, (C) such Holders will not recognize
income, gain or loss for federal income tax purposes as a result
of such deposit and covenant defeasance and will be subject to
federal income tax on the same amount and in the same manner and
at the same times as would have been the case if such deposit and
defeasance had not occurred and (D) after the passage of 123 days
following the deposit (except, with respect to any trust funds
for the account of any Holder of the Debt Securities of such
series who may be deemed to be an "insider" as to an obligor on
the Debt Securities of such series for purposes of the United
States Bankruptcy Code, the trust funds will not be subject to
the effect of Section 547 of the United States Bankruptcy Code or
Section 15 of the New York Debtor and Creditor Law in a case
21
<PAGE>
commenced by or against the Company under either such statute,
and either (1) the trust funds will no longer remain the property
of the Company (and therefore will not be subject to the effect
of any applicable bankruptcy, insolvency, reorganization or
similar laws affecting creditors' rights generally) or (2) if a
court were to rule under any such law in any case or proceeding
that the trust funds remained property of the Company, to the
extent not paid to such Holders, the Trustee will hold, for the
benefit of such Holders, a valid and perfected first priority
security interest in such trust funds that is not avoidable in
bankruptcy or otherwise (except for the effect of Section 552(b)
of the United States Bankruptcy Code on interest on the trust
funds accruing after the commencement of a case under such
statute), and the Holders of the Debt Securities of such series
will be entitled to receive adequate protection of their
interests in such trust funds if such trust funds are used in
such case or proceeding; (v) if the Debt Securities of such
series are then listed on a national securities exchange, the
Company shall have delivered to the Trustee an opinion of counsel
to the effect that the covenant defeasance contemplated by this
provision of the Indenture of the Debt Securities of such series
will not cause the Debt Securities of such series to be delisted;
and (vi) the Company has delivered to the Trustee an officers'
certificate and an opinion of counsel, in each case stating that
all conditions precedent provided for in the Indenture relating
to the covenant defeasance contemplated by this provision of the
Indenture of the Debt Securities of such series have been
complied with. (Section 8.3)
Modification of the Indenture
The Indenture provides that the Company and the Trustee may
amend or supplement the Indenture or the Debt Securities of any
series without notice to or the consent of any Holder: (1) to
cure any ambiguity, defect or inconsistency in the Indenture;
provided that such amendments or supplements shall not adversely
affect the interests of the Holders in any material respect;
(2) to comply with Article 5 of the Indenture; (3) to comply with
any requirements of the Commission in connection with the
qualification of the Indenture under the Trust Indenture Act of
1939, as amended; (4) to evidence and provide for the acceptance
of appointment hereunder by a successor Trustee; (5) to establish
the form or forms or terms of Debt Securities of any series or of
the coupons appertaining to such Debt Securities as permitted by
the Indenture; (6) to provide for uncertificated Debt Securities
and to make all appropriate changes for such purpose; and (7) to
make any change that does not materially and adversely affect the
rights of any Holder. (Section 9.1)
The Indenture also provides that, without prior notice to
any Holders, the Company and the Trustee may amend the Indenture
and the Debt Securities of any series outstanding thereunder with
the written consent of the Holders of a majority in principal
amount of the outstanding Debt Securities of all series affected
by such supplemental indenture (all such series voting as one
class), and the Holders of a majority in principal amount of the
outstanding Debt Securities of all series affected thereby (all
22
<PAGE>
such series voting as one class) by written notice to the Trustee
may waive future compliance by the Company with any provision of
the Indenture or the Debt Securities of such series.
Notwithstanding the foregoing provision, without the consent of
each Holder of the Debt Securities of each series affected
thereby, an amendment or waiver, including a waiver pursuant to
Section 6.4 of the Indenture, may not: (i) extend the stated
maturity of the principal of, or any installment of interest on,
such Holder's Debt Security, or reduce the principal amount
thereof or the rate of interest thereon (including any amount in
respect of original issue discount), or any premium payable with
respect thereto, or adversely affect the rights of such Holder
under any mandatory repurchase provision or any right of
repurchase at the option of such Holder, or reduce the amount of
the principal of an Original Issue Discount Security that would
be due and payable upon an acceleration of the maturity thereof
pursuant to the Indenture or the amount thereof provable in
bankruptcy, or change any place of payment where, or the currency
in which, any Debt Security of such series or any premium or the
interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the
stated maturity thereof (or, in the case of redemption, on or
after the redemption date or, in the case of mandatory
repurchase, the date therefor); (ii) reduce the percentage in
principal amount of outstanding Debt Security of such series the
consent of whose Holders is required for any such supplemental
indenture, for any waiver of compliance with certain provisions
of the Indenture or certain Defaults and their consequences
provided for in the Indenture; (iii) waive a Default in the
payment of principal of or interest on, any Debt Security of such
series; (iv) cause any Debt Security of such series to be
subordinated in right of payment to any obligation of the
Company; (v) modify any of the provisions of this section of the
Indenture, except to increase any such percentage or to provide
that certain other provisions of the Indenture cannot be modified
or waived without the consent of the Holder of each outstanding
Debt Security of any series affected thereby. A supplemental
indenture which changes or eliminates any covenant or other
provision of the Indenture which has expressly been included
solely for the benefit of one or more particular series of Debt
Securities, or which modifies the rights of Holders of Debt
Security of such series with respect to such covenant or
provision, shall be deemed not to affect the rights under the
Indenture of the Holders of Debt Securities of any other series
or of the coupons appertaining to such Debt Securities. It shall
not be necessary for the consent of the Holders under this
section of the Indenture to approve the particular form of any
proposed amendment, supplement or waiver, but it shall be
sufficient if such consent approves the substance thereof. After
an amendment, supplement or waiver under this section of the
Indenture becomes effective, the Company shall give to the
Holders affected thereby a notice briefly describing the
amendment, supplement or waiver. The Company will mail
supplemental indentures to Holders upon request. Any failure of
the Company to mail such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any
such supplemental indenture or waiver. (Section 9.2)
23
<PAGE>
Governing Law
The Indenture and the Debt Securities will be governed by
the laws of the State of New York.
Concerning the Trustee
The Company and its subsidiaries maintain ordinary banking
relationships with The Chase Manhattan Bank, N.A. and its
affiliates and a number of other banks. The Chase Manhattan
Bank, N.A., and its affiliates along with a number of other banks
have extended credit facilities to the Company and its
subsidiaries.
PLAN OF DISTRIBUTION
The Company may sell Debt Securities to or through one or
more underwriters and also may sell Debt Securities directly to
other purchasers or through agents or dealers, or the Company may
sell Debt Securities through a combination of any such methods.
The distribution of the Debt Securities may be effected from
time to time in one or more transactions at a fixed price or
prices, which may be changed, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices
or at negotiated prices. Underwriters may sell Debt Securities
to or through dealers.
In connection with the sales of Debt Securities,
underwriters may receive compensation from the Company in the
form of discounts, concessions or commissions. Underwriters,
dealers and agents that participate in the distribution of Debt
Securities may be deemed to be underwriters, and any discounts or
commissions received by them and any profit on the resale of Debt
Securities by them may be deemed to be underwriting discounts and
commissions under the Securities Act. Any such underwriter or
agent will be identified, and any such compensation will be
described, in the Prospectus Supplement.
Pursuant to agreements into which the Company may enter,
underwriters, dealers and agents who participate in the
distribution of Debt Securities may be entitled to
indemnification by the Company against certain liabilities,
including liabilities under the Securities Act.
Unless otherwise indicated in the Prospectus Supplement, the
Company does not intend to list any of the Debt Securities on a
national securities exchange. In the event the Debt Securities
are not listed on a national securities exchange, certain broker-
dealers may make a market in the Debt Securities, but will not be
obligated to do so and may discontinue any market making at any
time without notice. No assurance can be given that any broker-
dealer will make a market in the Debt Securities or as to the
liquidity of the trading market for the Debt Securities, whether
or not the Debt Securities are listed on a national securities
exchange. The Prospectus Supplement with respect to the Debt
24
<PAGE>
Securities will state, if known, whether or not any broker-dealer
intends to make a market in the Debt Securities. If no such
determination has been made, the Prospectus Supplement will so
state.
The place and time of delivery for the Offered Securities in
respect of which this Prospectus is delivered will be set forth
in the Prospectus Supplement.
LEGAL MATTERS
The validity of the issuance of the Debt Securities offered
hereby will be passed upon for the Company by Rose Law Firm,
Little Rock, Arkansas, and for any underwriters or agents by
Davis Polk & Wardwell, New York, New York. Certain members of
the Rose Law Firm beneficially own shares of the Company's Class
A Common Stock, par value $.10 per share, having a market value
on March 15, 1995 of approximately $200,000.
EXPERTS
The consolidated financial statements of Tyson Foods, Inc.
incorporated by reference in the Company's Annual Report (Form 10-
K) for the year ended October 1, 1994, have been audited by Ernst
& Young LLP, independent auditors, as set forth in their reports
thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by
reference in reliance upon such reports given upon the authority
of such firm as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution*
Securities and Exchange Commission registration fee $172,415
Legal fees and expenses 90,000
Printing and engraving 20,000
Fees and expenses of Trustee 7,500
Accountant's fees and expenses 25,000
Rating Agencies' fees 135,000
Blue Sky qualification fees and expenses 10,000
Miscellaneous 15,000
________
Total $474,915
========
*All amounts except the Securities and Exchange Commission
registration fee and the Rating Agencies' fees are estimated.
Item 15. Indemnification of Directors and Officers
The Company's By-laws provide that the Company shall
25
<PAGE>
indemnify and hold harmless its directors and officers to the
fullest extent legally permissible under and pursuant to any
procedure specified in the Delaware General Corporation Law
("DGCL") against all expenses, liabilities, and losses incurred
in connection with their service or status as directors and
officers. Such indemnification would also extend to liabilities
arising from actions taken by directors or officers when serving
at the request of the Company as a director or officer of another
corporation, or as its representative in a partnership, joint
venture or other enterprise.
Section 145 of the DGCL, as currently in effect, sets forth
the indemnification rights of directors and officers of Delaware
corporations. Under such provision, a director or officer of a
corporation (i) shall be indemnified by the corporation for all
expenses of litigation or other legal proceedings when he is
successful on the merits or otherwise, (ii) may be indemnified by
the corporation for the expenses, judgments, fines and amounts
paid in settlement of such litigation (other than a derivative
suit) even if he is not successful on the merits if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation (and, in the
case of a criminal proceeding, had no reason to believe his
conduct was unlawful), and (iii) may be indemnified by the
corporation for expenses of a derivative suit (a suit by a
stockholder alleging a breach by a director or officer of a duty
owed to the corporation), even if he is not successful on the
merits, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, provided that no such indemnification may be made in
accordance with this clause (iii) if the director or officer is
adjudged liable to the corporation, unless and only to the extent
that a court determines that, despite such adjudication but in
view of all of the circumstances, he is fairly and reasonably
entitled to indemnification of such expenses. The
indemnification described in clauses (ii) and (iii) above shall
be made only upon a determination by (i) a majority of a quorum
of disinterested directors, (ii) independent legal counsel in a
written opinion or (iii) the stockholders, that indemnification
is proper because the applicable standard of conduct is met.
The effect of the indemnification provisions contained in
the Company's By-laws is to require the Company to indemnify its
directors and officers under circumstances where such
indemnification would otherwise be discretionary and to extend to
the Company's directors and officers the benefits of Delaware law
dealing with director and officer indemnification, as well as any
future changes which might occur under Delaware law in this area.
The Company's By-laws specify that the indemnification
rights granted thereunder are enforceable contract rights which
are not exclusive of any other indemnification rights that the
director or officer may have under an agreement, provision of
law, vote of stockholders or otherwise. As permitted by Section
145(g) of the DGCL, the Company's By-laws also authorize the
Company to purchase directors' and officers' insurance for the
benefit of its past and present directors and officers,
26
<PAGE>
irrespective of whether the Company has the power to indemnify
such persons under Delaware law. The Company currently maintains
such insurance as allowed by these provisions.
The Company's By-laws also provide that expenses incurred by
a director or officer in defending a civil or criminal lawsuit or
proceeding arising out of actions taken in his official capacity,
or in certain other capacities, will be paid by the Company in
advance of the final disposition of the matter upon receipt of an
undertaking from the director or officer to repay the sum
advanced if it is ultimately determined that he is not entitled
to be indemnified by the Company pursuant to applicable
provisions of the DGCL.
As noted above, the Company's directors and officers have
certain indemnity rights under the Company's By-laws and the DGCL
and are protected from certain other liabilities by the Company's
existing directors' and officers' insurance. The Company has
also entered into supplemental indemnification agreements with
its directors and with certain officers designated by the Board
of Directors (collectively the "Indemnitees"), which broaden the
scope of indemnity that has traditionally been provided by the
Company to such persons under the terms of its By-laws and the
DGCL.
The indemnification agreements with the Indemnitees provide
that, subject to certain important exceptions, the Indemnitees
shall be indemnified to the fullest possible extent permitted by
law against any amount which they become legally obligated to pay
because of any act or omission or neglect or breach of duty.
Such amount includes all expenses (including attorneys' fees),
damages, judgments, costs and settlement amounts, actually and
reasonably incurred or paid by them in any action or proceeding,
including any action by or in the right of the Company, on
account of their service as a director or officer of the Company
or any subsidiary of the Company. The indemnification agreements
further provide that expenses incurred by the Indemnitees in
defending such actions, in accordance with the terms of the
agreements, shall be paid in advance, subject to the Indemnitees'
obligation to reimburse the Company in the event it is ultimately
determined that they are not entitled to be indemnified for such
expenses under any of the provisions of the indemnification
agreements.
No indemnification is provided under the indemnification
agreements on account of conduct which is adjudged to be
deliberately dishonest and material to establishing the liability
for which indemnification is sought. In addition, no
indemnification is provided if a final court adjudication shall
determine that such indemnification is not lawful, or in respect
of any suit in which judgment is rendered for an accounting of
profits made from a purchase or sale of securities of the Company
in violation of Section 16(b) of the Exchange Act, or of any
similar statutory provision, or on account of any remuneration,
personal profit or advantage which is adjudged to have been
obtained in violation of law. The indemnification agreements
also contain provisions designed to protect the Company from
unreasonable settlements or redundant legal expenditures.
27
<PAGE>
The indemnification agreements also provide for contribution
by the Company, with certain exceptions, to amounts paid by the
Indemnitees in any situation in which the Company and such
individuals are jointly liable (or would be if the Company were
joined in the litigation) if for any reason indemnification is
not available. Such contribution would be based on the relative
benefits to the Company and the individuals of the transaction
from which liability arose, and on the relative fault in the
transaction of the Company and the individuals. This provision
could be applicable in the event a court found that
indemnification under the federal securities laws is against
public policy and thus not enforceable, as well as under state
laws.
The indemnification agreements provide for substantially
broader indemnity rights than those currently granted to the
directors and officers of the Company under the Company's By-
laws, which afforded directors and officers only those express
indemnification rights set forth in Section 145 of the DGCL.
They are not intended to deny or otherwise limit third party or
derivative suits against the Company or its directors or
officers. However, to the extent a director or officer were
entitled to indemnification or contribution thereunder, the
financial burden of a third party suit would be borne by the
Company, and the Company would not benefit from derivative
recoveries since the amount of such recoveries would be repaid to
the director or officer pursuant to the agreements.
Item 16. Exhibits
The following exhibits are filed as part of the Registration
Statement:
Exhibit No. Description
1* Form of Underwriting Agreement
4* Form of Indenture between the Company and
The Chase Manhattan Bank, N.A., as Trustee
5* Opinion of Rose Law Firm
12 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Ernst & Young LLP
23.2* Consent of Rose Law Firm is contained in the
opinion included as Exhibit 5
24* Powers of Attorney
25* Statement of Eligibility of Trustee
* Previously filed.
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made of the securities registered hereby, a post-
effective amendment to this registration statement:
28
<PAGE>
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement;
provided, however, that the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) above do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby further undertakes
that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
29
<PAGE>
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
30
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this Amendment No. 2 to Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Springdale, State of
Arkansas, on the 25th day of May, 1995.
TYSON FOODS, INC.
(Registrant)
By: /s/ Gerald Johnston
Gerald Johnston,
Executive Vice President, Finance
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Don Tyson Senior Chairman May 25, 1995
------------- of the Board
Don Tyson
/s/ Leland E. Tollett Chairman, Chief Executive May 25, 1995
--------------------- Officer and Director
Leland E. Tollett
/s/ Donald E. Wray President, Chief Operating May 25, 1995
------------------ Officer and Director
Donald E. Wray
/s/ John H. Tyson President, Beef and May 25, 1995
----------------- Pork Division and Director
John H. Tyson
/s/ Shelby D. Massey* Director May 25, 1995
--------------------
Shelby D. Massey
/s/ Joe F. Starr* Director May 25, 1995
----------------
Joe F. Starr
/s/ Neely Cassady* Director May 25, 1995
-----------------
Neely Cassady
/s/ Fred S. Vorsanger* Director May 25, 1995
---------------------
Fred S. Vorsanger
/s/ Barbara Tyson* Director May 25, 1995
-----------------
Barbara Tyson
/s/ Lloyd V. Hackley* Director May 25, 1995
--------------------
Lloyd V. Hackley
/s/ Gerald Johnston Executive Vice President, May 25, 1995
------------------- Finance
Gerald Johnston (Principal Financial Officer)
/s/ Gary Johnson Corporate Controller May 25, 1995
---------------- (Chief Accounting Officer)
Gary Johnson
*By: /s/ Gerald Johnston
-------------------------
Gerald Johnston, Attorney-in-Fact
31
<PAGE>
Exhibit 12
<TABLE>
<CAPTION>
TYSON FOODS, INC.
STATEMENT SETTING FORTH COMPUTATION OF RATIOS OF
EARNINGS TO FIXED CHARGES
(Dollars in Thousands)
Six Months Ended
April 1, FISCAL YEAR ENDED
1995 1994 1993 1992 1991 1990
--------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Net income for the period $ 102,678 $ (2,128) $180,334 $160,534 $145,498 $120,015
Add:
Provision for income taxes 59,436 120,745 129,301 100,505 97,025 80,054
Fixed charges 62,314 102,882 88,773 94,206 112,678 141,499
Less capitalized interest (1,621) (1,993) (1,551) (895) (1,420) (1,501)
______ _______ _______ _______ _______ _______
Income before taxes on
income and fixed charges $222,807 $219,506 $396,857 $354,350 $353,781 $340,067
Fixed charges:
Interest (1) $ 53,464 $ 86,343 $ 73,111 $ 77,186 $ 95,765 $128,854
Capitalized interest 1,621 1,993 1,551 895 1,420 1,501
Rentals at computed
interest factor (2) 5,299 9,543 8,414 6,767 6,499 6,258
Amortization of debt
discount expense 1,930 5,003 5,697 9,358 8,994 4,886
_______ ________ ________ ________ ________ ________
Total fixed charges $ 62,314 $102,882 $ 88,773 $ 94,206 $112,678 $141,499
Ratio of earnings to
fixed charges 3.58 2.13 4.47 3.76 3.14 2.40
<FN>
(1) Interest expense as reported in the Consolidated Results of Operations plus
the Company's proportionate share of interest of 50% owned subsidiaries.
(2) Amounts represent those portions of rent expense (one-third) that are
reasonable approximations of interest costs.
</FN>
</TABLE>
32
<PAGE>
Consent of Ernst & Young LLP, Independent Auditors
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 2 to Registration Statement, Form S-3 No. 33-58177, and
related Prospectus of Tyson Foods, Inc. for the registration of
$500,000,000 of debt securities and to the incorporation by reference
therein of our reports dated November 14, 1994, with respect to the
consolidated financial statements and schedules of Tyson Foods, Inc.
included or incorporated by reference in its Annual Report (Form 10-K) for
the year ended October 1, 1994, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
----------------------
Ernst & Young LLP
Little Rock, Arkansas
May 25, 1995
33
