<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly period ended April 1, 1995
_____________
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from__________________to______________________
Commission File Number 0-3400
______
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 No.)
incorporation or organization)
2210 West Oaklawn Drive, Springdale, Arkansas 72762-6999
________________________________________________________________________
(Address of principal executive offices and zip code)
(501) 290-4000
________________________________________________________________________
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
___ ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding April 1, 1995
____________________________________ _____________________________________
Class A Common Stock, $.10 Par Value Shares 75,735,869
Class B Common Stock, $.10 Par Value Shares 68,454,738
Page 1
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TYSON FOODS, INC.
INDEX
PAGE
____
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Balance Sheets
April 1, 1995 and October 1, 1994 3-4
Consolidated Condensed Statements of Income
for the Three Months and Six Months Ended
April 1, 1995 and April 2, 1994 5
Consolidated Condensed Statements of Cash Flows
for the Six Months Ended
April 1, 1995 and April 2, 1994 6
Notes to Consolidated Condensed Financial
Statements 7-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-12
PART II. OTHER INFORMATION 13-15
SIGNATURES 16
2
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
TYSON FOODS, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands)
(Unaudited)
April 1, October 1,
ASSETS 1995 1994
_______________________________________ ____________ ___________
Current Assets:
Cash and cash equivalents $ 39,701 $ 27,020
Accounts receivable 436,962 444,216
Inventories 819,462 754,190
Other current assets 37,123 35,841
__________ __________
Total Current Assets 1,333,248 1,261,267
Net Property, Plant, and Equipment 1,664,731 1,609,997
Excess of Investments over Net Assets Acquired 732,630 741,626
Investments and Other Assets 70,776 55,110
__________ __________
Total Assets $3,801,385 $3,668,000
========== ==========
The accompanying notes are an integral part of these financial statements.
3
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TYSON FOODS, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands except per share data)
(Unaudited)
April 1, October 1,
LIABILITIES AND SHAREHOLDERS' EQUITY 1995 1994
_______________________________________ ____________ __________
Current Liabilities:
Notes Payable $ 68,792 $ 49,360
Current portion of long-term debt 30,099 24,177
Trade accounts payable 223,129 258,589
Other accrued liabilities 212,868 207,657
__________ __________
Total Current Liabilities 534,888 539,783
Long-Term Debt 1,458,603 1,381,481
Deferred Income Taxes 444,253 440,546
Minority Interests in Subsidiaries 7,556 16,767
Shareholders' Equity:
Common stock ($.10 par value):
Class A-Authorized 900,000,000 shares;
issued 79,686,965 shares at 4-1-95
and 79,686,153 shares at 10-1-94 7,969 7,969
Class B-Authorized 900,000,000 shares;
issued 68,454,738 shares at 4-1-95
and 68,455,438 shares at 10-1-94 6,846 6,846
Capital in excess of par value 389,870 391,358
Retained earnings 1,051,129 953,840
Currency translation adjustment (4,112) 1,180
__________ __________
1,451,702 1,361,193
Less treasury stock-3,951,096 shares at
4-1-95 and 2,941,151 shares at
10-1-94, at cost 92,647 68,700
Less unamortized deferred compensation 2,970 3,070
__________ __________
Total Shareholders' Equity 1,356,085 1,289,423
__________ __________
Total Liabilities and Shareholders' Equity $3,801,385 $3,668,000
========== ==========
The accompanying notes are an integral part of these financial statements.
4
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TYSON FOODS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In thousands except per share data)
(Unaudited)
Three Months Ended Six Months Ended
______________________ ______________________
April 1, April 2, April 1, April 2,
1995 1994 1995 1994
__________ __________ __________ __________
Sales $1,343,092 $1,261,903 $2,669,449 $2,414,693
Cost of Sales 1,073,035 1,039,383 2,130,506 1,974,798
__________ __________ __________ __________
Gross Profit 270,057 222,520 538,943 439,895
Expenses:
Selling 119,239 105,432 236,203 201,705
General and administrative 28,730 21,273 59,451 44,671
Amortization 6,391 8,084 12,893 16,249
__________ __________ __________ __________
Operating Income 115,697 87,731 230,396 177,270
Other Expense (Income):
Interest 28,105 20,083 53,464 37,099
Foreign Currency Exchange Loss 14,083 19,880
Other 1,212 (3,048) 1,846 (3,272)
__________ __________ __________ __________
Income Before Taxes on Income
and Minority Interest 72,297 70,696 155,206 143,443
Provision for Income Taxes 27,404 27,575 59,436 55,943
Minority Interest in Net Loss
of Consolidated Subsidiary 5,550 6,908
__________ __________ __________ __________
Net Income $ 50,443 $ 43,121 $ 102,678 $ 87,500
========== ========== ========== ==========
Average Shares Outstanding 145,009 148,544 145,019 148,496
======= ======= ======= =======
Earnings Per Share $0.35 $0.29 $0.71 $0.59
===== ===== ===== =====
Cash Dividends Per Share:
Class A $0.0200 $0.0200 $0.0400 $0.0300
======= ======= ======= =======
Class B $0.0167 $0.0167 $0.0333 $0.0250
======= ======= ======= =======
The accompanying notes are an integral part of these financial statements.
5
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TYSON FOODS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended
________________________
April 1, April 2,
1995 1994
_________ _________
Cash Flows from Operating Activities:
Net income $ 102,678 $ 87,500
Adjustments to reconcile net income to cash
provided by (used for) operating activities:
Depreciation 86,313 75,999
Amortization 12,893 16,249
Deferred income taxes 3,707 6,553
Foreign currency exchange loss 19,880
Minority interest in consolidated subsidiary (6,908)
Loss on dispositions of property and equipment 3,424 1,957
(Increase) decrease in accounts receivable 1,915 (289,120)
Increase in inventories (74,030) (72,741)
Decrease in trade accounts payable (29,161) (4,532)
Net change in other current assets and
liabilities 1,291 (35,739)
_________ _________
Cash Provided by (Used for) Operating Activities 122,002 (213,874)
Cash Flows from Investing Activities:
Net cash paid for acquisitions (33,476)
Additions to property, plant and equipment (181,483) (102,370)
Proceeds from sale of property, plant and
equipment 6,147 3,296
Net increase in other assets and liabilities (15,576) (22,469)
_________ _________
Cash Used for Investing Activities (190,912) (155,019)
Cash Flows from Financing Activities:
Net change in notes payable 19,432 109,400
Proceeds from long-term debt 122,320 319,545
Repayments of long-term debt (25,748) (47,391)
Purchase of treasury shares (26,855) (1,173)
Dividends (5,389) (4,083)
Other 2,835 3,628
_________ _________
Cash Provided by Financing Activities 86,595 379,926
Effect of Exchange Rate Change on Cash (5,004)
_________ _________
Increase in Cash and Cash Equivalents 12,681 11,033
Cash and Cash Equivalents at Beginning of Period 27,020 21,547
_________ _________
Cash and Cash Equivalents at End of Period $ 39,701 $ 32,580
========= =========
Supplemental Cash Flow Information,
Cash paid during the period for:
Interest $51,904 $39,465
Income taxes $54,590 $50,481
The accompanying notes are an integral part of these financial statements.
6
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TYSON FOODS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. Accounting Policies
The consolidated condensed financial statements have been prepared by Tyson
Foods, Inc. (the "Company"), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information
and accounting policies and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules
and regulations. Although the management of the Company believes that the
disclosures are adequate to make the information presented not misleading,
these consolidated condensed financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's latest annual report for the fiscal year ended
October 1, 1994. In the opinion of the management of the Company, the
accompanying consolidated condensed financial statements contain all
adjustments, consisting of normal recurring accruals necessary to present
fairly the financial position as of April 1, 1995 and October 1, 1994, the
results of operations for the three months and six months ended
April 1, 1995, and April 2, 1994 and cash flows for the six months ended
April 1, 1995 and April 2, 1994. The results of operations for the three
months and six months ended April 1, 1995 and April 2, 1994, and cash flows
for the six months ended April 1, 1995 and April 2, 1994, are not necessarily
indicative of the results to be expected for the full year.
The Notes to Consolidated Financial Statements for the year ended
October 1, 1994, reflect the significant accounting policies, debt
provisions, borrowing arrangements, dividend restrictions, contingencies and
commitments of the Company. There were no material changes in such items
during the six months ended April 1, 1995, except as disclosed below.
2. Inventories
(In thousands)
Inventories, valued at the lower of April 1, October 1,
cost (first-in, first-out) or market 1995 1994
consist of the following: ___________ __________
Finished and work-in-process $387,161 $346,846
Live poultry and hogs 260,854 255,904
Seafood related products 52,664 36,494
Hatchery eggs and feed 45,031 44,048
Supplies 73,752 70,898
________ ________
Total $819,462 $754,190
======== ========
7
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TYSON FOODS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
3. Contingencies
The Company is involved in two matters relating to Arctic Alaska Fisheries
Corporation (Arctic). In April 1994, after investigations beginning as early
as 1990, a Federal Grand Jury in Seattle, Washington indicted former
officers, directors and employees of Arctic as well as Arctic on criminal
charges stemming from the sinking of the fishing vessel Aleutian Enterprise
in 1990 and other matters relating to the overall operation of Arctic. In
September 1994, the Federal Grand Jury issued superseding indictments against
the former officers, directors and employees as well as Arctic on
substantially identical criminal charges with two prior indictees being
dismissed. In December 1994, the Federal Grand Jury issued a second
superseding indictment against the former officers, directors and employees
as well as Arctic on substantially identical criminal charges with three
prior indictees being charged with misdemeanors rather than felonies. The
factual allegations giving rise to the multiple indictments in the United
States District Court, Western District of Washington at Seattle, occurred
prior to the Company's acquisition of Arctic on October 5, 1992. Arctic
reached a settlement with the U.S. Attorney's office in Seattle, Washington
whereby Arctic plead guilty on May 2, 1995, to two felony charges: one count
of conspiracy to defraud the federal government (18 USC 1001) and one count
of negligently causing a death at sea (18 USC 1115), resulting in an
aggregate fine not to exceed $1 million. All other charges against Arctic
have been dismissed. Accordingly, Management believes that the final
resolution of this matter will not have a material adverse effect on the
Company's financial position or results of operations.
Also, on September 8, 1993, the State of Alaska, after conducting
investigations, filed a Complaint for Forfeiture and Damages alleging that
certain Arctic vessels participated in the use of certain fishing gear during
1990, 1991, and 1992. While management is not able at the present time to
determine the outcome of this matter, based upon information currently
available, the Company believes that the probability is remote that its
resolution will have a material adverse effect on the Company's financial
position or results of operations.
8
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TYSON FOODS, INC.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
FINANCIAL CONDITION
For the six months ended April 1, 1995, net cash of $122.0 million was
provided by all operating activities, consisting of $222.0 million provided
by operations and $100.0 million used for net changes in receivables,
inventories, payables and other items. Finished inventories have increased
from 1994 fiscal year-end due to seasonal inventory fluctuations, as well as
more volume from expansion and competitive pressures from increased supplies
of poultry and alternative red meats in the market place. Financing
activities provided net cash of $86.6 million, mainly due to debt borrowings
during the first six months of fiscal 1995. The Company primarily used funds
generated from operating and financing activities to fund $181.5 million of
property, plant and equipment additions. The expenditures for property, plant
and equipment were related to expansion of processing capabilities, acquiring
new equipment and upgrading facilities to take advantage of market
opportunities. Additionally, the Company makes a continuing effort to
increase efficiencies, reduce overall cost and meet or exceed environmental
standards.
At April 1, 1995, working capital was $798.4 million compared to
$721.5 million at 1994 fiscal year-end, an increase of $76.9 million. The
current ratio at April 1, 1995 was 2.49 to 1 compared to 2.34 to 1 at
October 1, 1994. Working capital and the current ratio have increased since
year-end primarily due to increases in inventories. The Company's foreseeable
cash needs for operations and capital expenditures will continue to be met
through cash flows from operations and borrowings supported by existing
credit facilities and additional credit facilities which the Company believes
are available. On March 22, 1995, the Company filed a shelf registration
statement with the Securities and Exchange Commission covering the sale from
time to time of up to $500,000,000 of debt securities (the "Debt
Securities"). Upon the effectiveness of the Registration Statement, the Debt
Securities may be offered to the public on terms determined by market
conditions at the time of sale. The net proceeds from the sale of the Debt
Securities, will be used by the Company to refinance existing indebtedness,
to finance acquisitions, as opportunities may arise, and for other general
corporate purposes.
Long-term debt has increased $77.1 million since October 1, 1994. At
April 1, 1995, long-term debt was 51.8% of total capitalization compared to
51.7% at October 1, 1994. The Company's two unsecured revolving credit
agreements provide up to $1.5 billion of financing which supports the
Company's commercial paper program. At April 1, 1995, $982.4 million was
outstanding under, or supported by, the $1.5 billion financing facilities
consisting of $937.4 million of commercial paper and $45.0 million drawn
under the revolving credit facilities. Additional outstanding long-term debt
at April 1, 1995, consisted of $348.7 million of institutional notes,
$55.0 million of bank notes and $72.5 million of other indebtedness.
9
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TYSON FOODS, INC.
RESULTS OF OPERATIONS
Sales for the second quarter of fiscal 1995 increased 6.4% over the same
quarter of fiscal 1994. This increase was largely due to an increase in
consumer poultry sales which increased fiscal 1995 second quarter total sales
by 5.3%. The increase in consumer poultry sales is attributable to an 11.5%
increase in tonnage offset somewhat by a 3.9% decrease in average sales
prices. Trasgo S.A. de C.V. (Trasgo), the Company's 50.1% owned Mexican
subsidiary, which was acquired in the third quarter of fiscal 1994, accounted
for 30% of the increase in consumer poultry sales. Lower average sales prices
for consumer poultry primarily resulted from an increased supply of poultry
and alternative red meats in the market. Until consumer demand increases or
poultry and alternative protein supplies subside, consumer poultry sales
prices may remain pressured. These price pressures are expected to adversely
affect third quarter consumer poultry operations. Further, Management is
unable to predict when market corrections in demand or supply will occur.
Beef and pork sales decreased fiscal 1995 second quarter total sales by 1.6%
compared to the same quarter of fiscal 1994. The decrease in beef and pork
sales was due to a 4.5% decrease in tonnage and a 9.9% decrease in average
sales prices. Sales of Mexican food and prepared foods as a group increased
fiscal 1995 second quarter total sales by 1.9%. Culinary Foods, Inc.,
acquired by the Company in the fourth quarter of fiscal 1994, accounted for
80.6% of the increase in this group. Seafood sales decreased fiscal 1995
second quarter total sales 0.1% due to an 11.3% decrease in tonnage offset by
an 11.9% increase in average sales prices. Second quarter sales of animal
foods, by-products, live swine and other sales as a group increased fiscal
1995 second quarter total sales by 0.9% compared to the same quarter of last
year due to an 8.3% increase in tonnage and a 13.4% increase in average sales
prices.
Low market prices, which were below the Company's rearing costs, adversely
affected both sales and profit margins for live swine during the second
quarter and first six months of fiscal 1995. As a result, the Company's
integrated pork processing operations suffered a cost disadvantage against
non-integrated pork processors, who were able to source their raw materials
at lower costs. While the impact of lower market prices for live swine
improved during the second quarter as compared to the first quarter, the
Company's live swine and integrated pork processing operations continue to be
affected by this market condition as well as from an excess supply of
processed pork in the market place. The Company's live swine and pork
operations reported an after-tax loss for the second quarter and first six
months of fiscal 1995 of $4.6 million and $9.0 million, respectively. These
losses were partially offset by contributions from other lines in the beef
and pork division.
Until demand increases beyond supply, or pork and alternative protein
supplies subside, market prices will remain low and future operating results
of the Company's live swine and pork processing operations are expected to be
adversely impacted. However, management continues to believe that its
strategy of pursuing fully integrated swine operations, which provide
relatively consistent raw material costs, will result in improved long-term
performance as market conditions change over time. However, it is impossible
to predict when market changes will result in positive operating results in
the Company's pork operations.
10
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TYSON FOODS, INC.
Sales for the first six months of fiscal 1995 increased 10.6% over the same
period of fiscal 1994. This increase was mainly due to an increase in
consumer poultry sales which increased fiscal 1995 first six months total
sales by 7.7%. The increase in consumer poultry sales is attributable to a
13.6% increase in tonnage offset somewhat by a 2.9% decrease in average sales
prices. Trasgo accounted for 29.1% of the increase in consumer poultry sales.
Beef and pork sales decreased fiscal 1995 first six months total sales by
0.5% compared to the same period of fiscal 1994. The decrease in beef and
pork sales was due to a 10.0% decrease in average sales prices offset
somewhat by a 6.2% increase in tonnage. The increase in beef and pork tonnage
is mainly due to the acquisition of Gorges Foodservice, Inc. in the second
quarter of fiscal 1994. Sales of Mexican food and prepared foods as a group
increased fiscal 1995 first six months total sales by 2.4%. Culinary Foods,
Inc. accounted for 71.9% of the increase in prepared foods. Seafood sales
increased fiscal 1995 first six months total sales 0.2% due to a 7.5%
increase in average sales prices offset somewhat by a 2.4% decrease in
tonnage. First six months sales of animal foods, by-products, live swine and
other sales as a group increased fiscal 1995 first six months total sales by
0.8% compared to the same period of last year due to a 10.8% increase in
tonnage and an 8.5% increase in average sales prices.
The increase in cost of goods sold of 3.2% for the second quarter of fiscal
1995 compared to the same quarter of fiscal 1994 was mainly the result of the
increase in sales offset by a decrease of approximately 18.2% in cost of feed
for live poultry and swine. As a percent of sales, cost of sales was 79.9%
for the second quarter of fiscal 1995 compared to 82.4% in the second quarter
of fiscal 1994. The Company monitors and compares costs for labor, raw
material purchases, utilities and other expenses to companies within the
industry as part of its cost control measures and believes such costs are at
least within industry averages.
The increase in cost of goods sold of 7.9% for the first six months of fiscal
1995 compared to the same period of fiscal 1994 was mainly the result of the
increase in sales offset by a decrease of approximately 15.0% in the cost of
feed for live poultry and swine. As a percent of sales, cost of sales was
79.8% for the first six months of fiscal 1995 compared to 81.8% in the first
six months of fiscal 1994.
Operating expenses increased 14.5% for the second quarter of fiscal 1995 over
the same quarter of fiscal 1994. Acquisitions during the last six months of
fiscal 1994 accounted for 38.2% of the increase in operating expenses.
Selling expense, as a percent of sales, in the second quarter of fiscal 1995
was 8.9% compared to 8.4% in the same quarter of fiscal 1994. Increased
storage and distribution costs, a portion of which is related to increases in
international sales, have contributed to increased selling expenses. General
and administrative expense, as a percent of sales, was 2.1% in the second
quarter of fiscal 1995 compared to 1.7% in the same period of fiscal 1994.
Increases in legal costs continue to have an impact on general and
administrative expenses. Amortization expense was 0.5% of sales in the second
quarter of fiscal 1995 compared to 0.6% in fiscal 1994.
11
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TYSON FOODS, INC.
Operating expenses increased 17.5% for the first six months of fiscal 1995
over the same period of fiscal 1994. Acquisitions during the last six months
of fiscal 1994 accounted for 39.2% of the increase in operating expenses.
Selling expense, as a percent of sales, in the first six months of fiscal
1995 was 8.9% compared to 8.4% in the same period of fiscal 1994. Increased
storage and distribution costs, a portion of which is related to increases in
international sales, have contributed to increased selling expenses. General
and administrative expense, as a percent of sales, was 2.2% in the first six
months of fiscal 1995 compared to 1.8% in the same period of fiscal 1994.
Amortization expense was 0.5% of sales in the first six months of fiscal 1995
compared to 0.7% in fiscal 1994.
The devaluation of the Mexican peso adversely affected Trasgo's fiscal 1995
second quarter and first six months operating results. The Company's share of
Trasgo's net loss reduced the Company's consolidated net income by
$5.7 million ($0.4 per share) and $7.0 million ($0.5 per share),
respectively. Management will continue to evaluate the effect of exchange
rates on Trasgo's operating results to determine its impact, if any, on the
Company's future operating results.
Interest expense increased 39.9% in the second quarter of fiscal 1995
compared to the same quarter of fiscal 1994. Trasgo accounted for 24.7% of
the increase in interest expense. The Company's short-term interest rates
were approximately 90% higher than the same period last year, which raised
the weighted average interest rate of all Company debt to 7.9% compared to
6.1% for the same period last year. In addition, the Company had a higher
level of borrowing as a result of acquisitions and the consolidation of
Trasgo's debt which increased the Company's average indebtedness by 8.8% over
the same period last year.
Interest expense increased 44.1% in the first six months of fiscal 1995
compared to the same period of fiscal 1994. Trasgo accounted for 24.8% of the
increase in interest expense. The Company's short-term interest rates were
approximately 70% higher than the same period last year, which raised the
weighted average interest rate of all Company debt to 7.5% compared to 6.1%
for the same period last year. In addition, the Company had a higher level of
borrowing as a result of acquisitions and the consolidation of Trasgo's debt
which increased the Company's average indebtedness by 18.5% over the same
period last year.
The effective income tax rate for the second quarter and first six months of
fiscal 1995 was 37.9% and 38.3%, respectively, compared to 39% in the same
periods of fiscal 1994. The decrease in the effective tax rate is due to
reduced state income taxes and the reduced impact of the non-deductibility of
amortization of excess of investments over net assets acquired as income
before income taxes increases plus an increase in items deductible for income
tax purposes that are not deductible for financial statement purposes.
ENVIRONMENTAL MATTERS
The Company has a strong financial commitment to environmental matters.
During the first six months of fiscal 1995 the Company invested approximately
$19.0 million in water quality facilities, including capital outlays to build
and upgrade facilities, and $17.1 million for day-to-day operations of waste-
water facilities.
12
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TYSON FOODS, INC.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On April 13, 1995, a purported shareholder's derivative action (the "Action")
was filed by a single shareholder on the Company's behalf in the Court of
Chancery of Delaware against the directors and principal shareholders of the
Company. The Action alleges that such persons breached their fiduciary duties
to the Company as a result of their approval and/or participation in certain
transactions in fiscal year 1994 between the Company and various officers and
directors or their affiliates, including certain lease, poultry supply,
poultry grow-out, wastewater treatment and research and development service
arrangements (such transactions being more fully described under the caption
"Certain Transactions" in the Company's Proxy Statement for its 1995 Annual
Meeting). Additionally, the Action alleges that the compensation and expense
reimbursements paid to the Company's Senior Chairman in fiscal year 1994, and
the expense reimbursements paid to him in fiscal year 1993, were excessive.
The Action seeks various remedies, including (i) voiding of the challenged
transactions and an accounting of profits derived therefrom, (ii) damages
resulting from the challenged transactions and (iii) costs, expenses and
attorney fees. The Company is named as a nominal defendant in the Action,
but no claim has been asserted against it.
On May 10, 1995, the defendants filed a Motion to Dismiss the Action claiming
failure by the plaintiff to (i) make a pre-suit demand for action by the
directors of the Company, (ii) obtain personal jurisdiction over certain
shareholder defendants and (iii) state a claim upon which relief can be
granted. The motion is currently pending before the Court of Chancery.
Since the Action purports to be a shareholder's derivative suit, any recovery
(except attorneys fees or other costs and expenses, if allowed) would not be
paid to the plaintiff, but rather would be paid directly to the Company. The
Company has undertaken to advance certain expenses of the director defendants
and, if applicable, may be required to satisfy certain indemnification
obligations with respect to such individuals. However, Management does not
believe that the Action or such indemnification obligations will have a
material adverse effect on the Company's financial position or results of
operations.
See Note 3 of Notes to Consolidated Condensed Financial Statements with
respect to certain contingencies related to Arctic.
13
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TYSON FOODS, INC.
Item 4. Submission of Matters to a Vote of Security Holders
The following directors were elected at the annual shareholders' meeting held
January 13, 1995:
DIRECTORS VOTES FOR VOTES WITHHELD
________________ ___________ ______________
Neely Cassady 745,139,649 675,993
Lloyd V. Hackley 745,129,210 686,432
Shelby Massey 745,139,992 675,650
Joe F. Starr 745,126,731 688,911
Leland Tollett 745,145,866 669,776
Barbara Tyson 745,140,905 674,737
Don Tyson 745,135,555 680,087
John H. Tyson 745,138,611 677,031
Fred S. Vorsanger 745,132,638 683,004
Donald E. Wray 745,151,802 663,840
Additionally, Don Tyson, Chairman of the Board of Directors of the Company,
announced that effective April 21, 1995, he would step down as Chairman of
the Board of Directors and serve as Senior Chairman of the Board of
Directors. Don Tyson was elected Senior Chairman of the Board of Directors at
its meeting prior to the annual shareholders meeting. The Board of Directors
also elected Leland Tollett, currently President and Chief Executive Officer,
to succeed Don Tyson as Chairman of the Board of Directors effective
April 21, 1995.
Shareholders also approved (1) the adoption of the Senior Executive
Performance Bonus Plan with 737,233,361 votes for approval, 4,300,727 votes
against, 933,582 votes abstaining and 3,347,972 nonvotes and (2) Amendments
to the Amended and Restated Nonstatutory Stock Option Plan with 728,678,413
votes for approval, 2,785,174 votes against, 1,061,483 votes abstaining and
13,290,572 nonvotes.
No other items were voted upon at the annual shareholders' meeting or during
the quarter ended April 1, 1995.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
The exhibits filed with this report are listed in the exhibit index at the
end of this Item 6.
(b) Reports on Form 8-K:
None.
14
<PAGE>
TYSON FOODS, INC.
EXHIBIT INDEX
The following exhibits are filed with this report.
Exhibit No. Page
___________ ____
3(a) Certificate of Incorporation of the Company as
amended (previously filed as Exhibit 3(a) to the
Company's Registration Statement on Form S-4 filed
with the Commission on July 8, 1992, Commission file
No. 33-49368, and incorporated herein by reference).
3(b) Amended and Restated Bylaws of the Company (previously
filed as Exhibit 3(b) to the Company's Annual Report
on Form 10-K for the fiscal year ended October 1, 1994,
Commission file No. 0-3400, and incorporated herein by
reference).
11 Statement Regarding Computation of Per Share Earnings 17-18
12 Statements Regarding Computation of Ratios 19
27 Financial Data Schedule 20
15
<PAGE>
TYSON FOODS, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TYSON FOODS, INC.
Date: May 15, 1995 /s/ Gerald Johnston
____________ _________________________
Gerald Johnston
Executive Vice President,
Finance
Date: May 15, 1995 /s/ Gary Johnson
____________ __________________________
Gary Johnson
Corporate Controller
16
<PAGE>
EXHIBIT 11
TYSON FOODS, INC.
COMPUTATION OF EARNINGS PER SHARE
(In thousands except per share data)
Quarter Ended
--------------------------
April 1, April 2,
1995 1994
--------------------------
Primary:
Average common shares outstanding
during the period 144,191 147,598
Net effect of dilutive stock
options based on the treasury
stock method using average
market price 818 946
_______ _______
Total common and common equivalent
shares outstanding 145,009 148,544
======= =======
Net income $50,443 $43,121
======= =======
Earnings per share $.35 $.29
==== ====
Fully Diluted:
Average common shares outstanding
during the period 144,190 147,598
Net effect of dilutive stock
options based on the treasury
stock method using the quarter-
end market price, if higher
than average market price 913 946
_______ _______
Total common and common equivalent
shares outstanding 145,103 148,544
======= =======
Net income $50,443 $43,121
======= =======
Earnings per share $.35 $.29
==== ====
17
<PAGE>
EXHIBIT 11
TYSON FOODS, INC.
COMPUTATION OF EARNINGS PER SHARE
(In thousands except per share data)
Six Months Ended
--------------------------
April 1, April 2,
1995 1994
--------------------------
Primary:
Average common shares outstanding
during the period 144,201 147,550
Net effect of dilutive stock
options based on the treasury
stock method using average
market price 818 946
_______ _______
Total common and common equivalent
shares outstanding 145,019 148,496
======= =======
Net income $102,678 $87,500
======= =======
Earnings per share $.71 $.59
==== ====
Fully Diluted:
Average common shares outstanding
during the period 144,200 147,550
Net effect of dilutive stock
options based on the treasury
stock method using the quarter-
end market price, if higher
than average market price 913 946
_______ _______
Total common and common equivalent
shares outstanding 145,113 148,496
======= =======
Net income $102,678 $87,500
======= =======
Earnings per share $.71 $.59
==== ====
18
<PAGE>
Exhibit 12
This computation is being included for incorporation by reference to the
Company's Form S-3 Registration Statement File No. 33-58177 for the shelf
registration of up to $500,000,000 of debt securities.
TYSON FOODS, INC.
STATEMENT SETTING FORTH COMPUTATION OF RATIOS OF
EARNINGS TO FIXED CHARGES
(Dollars in Thousands)
Six Months Ended
April 1,
1995
---------
Net income for the period $ 102,678
Add:
Provision for income taxes 59,436
Fixed charges 62,314
Less capitalized interest (1,621)
______
Income before taxes on
income and fixed charges $222,807
Fixed charges:
Interest $ 53,464
Capitalized interest 1,621
Rentals at computed
interest factor (1) 5,299
Amortization of debt
discount expense 1,930
_______
Total fixed charges $ 62,314
Ratio of earnings to
fixed charges 3.58
(1) Amounts represent those portions of rent expense (one-third) that are
reasonable approximations of interest costs.
19
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
QUARTERLY FINANCIAL STATEMENTS FOR THE PERIOD ENDED APRIL 1, 1995 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000100493
<NAME> TYSON FOODS, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> APR-1-1995
<CASH> 39,701
<SECURITIES> 0
<RECEIVABLES> 440,232
<ALLOWANCES> 3,270
<INVENTORY> 819,462
<CURRENT-ASSETS> 1,333,248
<PP&E> 2,632,795
<DEPRECIATION> 968,064
<TOTAL-ASSETS> 3,801,385
<CURRENT-LIABILITIES> 534,888
<BONDS> 1,458,603
<COMMON> 14,815
0
0
<OTHER-SE> 1,341,270
<TOTAL-LIABILITY-AND-EQUITY> 3,801,385
<SALES> 2,669,449
<TOTAL-REVENUES> 2,669,449
<CGS> 2,130,506
<TOTAL-COSTS> 2,130,506
<OTHER-EXPENSES> 330,273
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 53,464
<INCOME-PRETAX> 155,206
<INCOME-TAX> 59,436
<INCOME-CONTINUING> 95,770
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 102,678
<EPS-PRIMARY> .71
<EPS-DILUTED> .71
</TABLE>
