<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 June 29, 1996
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 June 29, 1996
- ------------------------------------ -------------------------
Class A Common Stock, $.10 Par Value 76,495,057 Shares
Class B Common Stock, $.10 Par Value 68,453,876 Shares
Page 1
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TYSON FOODS, INC.
INDEX
PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Balance Sheets
June 29, 1996 and September 30, 1995 3-4
Consolidated Condensed Statements of Income
for the Three Months and Nine Months Ended
June 29, 1996 and July 1, 1995 5
Consolidated Condensed Statements of Cash Flows
for the Nine Months Ended June 29, 1996 and July 1, 1995 6
Notes to Consolidated Condensed Financial Statements 7-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13-14
SIGNATURES 15
2
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TYSON FOODS, INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
TYSON FOODS, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(In millions)
(Unaudited)
June 29, September 30,
ASSETS 1996 1995
_______________________________________ ___________ ____________
<S> <C> <C>
Current Assets:
Cash and cash equivalents $17.6 $33.1
Accounts receivable 582.3 494.7
Inventories:
Finished and work-in-process 495.9 417.6
Live poultry and hogs 357.9 321.0
Seafood related products 66.6 75.1
Hatchery eggs and feed 65.9 58.6
Supplies 74.1 77.1
_______ _______
Total inventories 1,060.4 949.4
Other current assets 29.2 42.6
_______ _______
Total Current Assets 1,689.5 1,519.8
Net Property, Plant, and Equipment 1,956.7 2,013.5
Excess of Investments over
Net Assets Acquired 795.0 808.1
Investments and Other Assets 121.4 102.9
________ ________
$4,562.6 $4,444.3
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
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<TABLE>
<CAPTION>
TYSON FOODS, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(In millions except per share data)
(Unaudited)
June 29, September 30,
LIABILITIES AND SHAREHOLDERS' EQUITY 1996 1995
_________________________________________ __________ ____________
<S> <C> <C>
Current Liabilities:
Notes payable $70.6 $95.2
Current portion of long-term debt 184.6 269.0
Trade accounts payable 280.4 274.7
Other accrued liabilities 220.2 226.9
_______ _______
Total Current Liabilities 755.8 865.8
Long-Term Debt 1,791.1 1,620.5
Deferred Income Taxes 482.2 479.7
Other Liabilities 3.4 10.6
Shareholders' Equity:
Common stock ($.10 par value):
Class A-Authorized 900 shares;
issued 79.7 shares at
6-29-96 and 9-30-95 8.0 8.0
Class B-Authorized 900 shares;
issued 68.5 shares at
6-29-96 and 9-30-95 6.8 6.8
Capital in excess of par value 375.4 377.9
Retained earnings 1,222.0 1,162.3
Currency translation adjustment (3.9) (5.2)
_______ _______
1,608.3 1,549.8
Less treasury stock, at cost-
3.2 shares at 6-29-96 and
3.4 shares at 9-30-95 75.5 79.2
Less unamortized deferred compensation 2.7 2.9
________ ________
Total Shareholders' Equity 1,530.1 1,467.7
________ ________
Total Liabilities and Shareholders' Equity $4,562.6 $4,444.3
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
TYSON FOODS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In millions except per share data)
(Unaudited)
Three Months Ended Nine Months Ended
__________________ _________________
June 29, July 1, June 29, July 1,
1996 1995 1996 1995
_______ ______ _______ ______
<S> <C> <C> <C> <C>
Sales $1,628.2 $1,362.3 $4,762.7 $4,031.7
Cost of Sales 1,398.9 1,094.5 4,037.0 3,225.0
________ ________ ________ ________
Gross Profit 229.3 267.8 725.7 806.7
Expenses:
Selling 141.0 115.6 410.3 351.8
General and administrative 25.0 25.4 77.7 84.8
Amortization 6.9 6.4 20.7 19.3
_______ _______ _______ _______
Operating Income 56.4 120.4 217.0 350.8
Other Expense (Income):
Interest 32.9 30.5 101.0 84.0
Foreign currency exchange (4.1) 9.0 15.8
Other 0.3 (0.5) (2.5) 1.3
_______ _______ _______ _______
Income Before Taxes on Income
and Minority Interest 23.2 94.5 109.5 249.7
Provision for Income Taxes 8.6 35.9 40.5 95.3
Minority Interest in Net (Income)
Loss of Consolidated Subsidiary (0.9) 3.3 6.0
_______ _______ _______ _______
Net Income $14.6 $57.7 $72.3 $160.4
======= ======= ======= =======
Average Shares Outstanding 145.3 145.1 145.3 144.7
======= ======= ======= =======
Earnings Per Share $0.10 $0.40 $0.50 $1.11
======= ======= ======= =======
Cash Dividends Per Share:
Class A $0.0300 $0.0200 $0.0900 $0.0600
======= ======= ======= =======
Class B $0.0270 $0.0167 $0.0810 $0.0501
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
<TABLE>
<CAPTION>
TYSON FOODS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
Nine Months Ended
June 29, July 1,
1996 1995
_______ _______
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $72.3 $160.4
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation 159.1 130.9
Amortization 20.7 19.3
Deferred income taxes (2.5) 4.7
Foreign currency exchange loss 9.0 15.8
Minority interest (3.3) (5.5)
Loss on dispositions of property and equipment 3.2 5.1
(Increase)decrease in accounts receivable (102.1) 10.3
Increase in inventories (128.3) (93.5)
Increase(decrease) in trade accounts payable 5.9 (19.9)
Net change in other current assets and liabilities 8.9 37.4
______ ______
Cash Provided by Operating Activities 42.9 265.0
Cash Flows from Investing Activities:
Net cash paid for acquisitions (48.0)
Additions to property, plant and equipment (167.0) (270.6)
Proceeds from sale of property, plant and equipment 8.9 14.8
Net change in other assets and liabilities (27.0) (32.0)
______ ______
Cash Used for Investing Activities (185.1) (335.8)
Cash Flows from Financing Activities:
Net change in notes payable (24.6) (25.9)
Proceeds from long-term debt 489.3 272.4
Repayments of long-term debt (325.2) (135.1)
Purchase of treasury shares (1.3) (31.1)
Other (12.0) 0.5
______ ______
Cash Provided by Financing Activities 126.2 80.8
Effect of Exchange Rate Change on Cash .5 (4.2)
______ ______
Increase (Decrease) in Cash and Cash Equivalents (15.5) 5.8
Cash and Cash Equivalents at Beginning of Period 33.1 27.0
______ ______
Cash and Cash Equivalents at End of Period $17.6 $32.8
====== ======
Supplemental Cash Flow Information
Cash paid during the period for:
Interest $95.2 $73.8
Income taxes $40.9 $61.2
</TABLE>
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
September 30, 1995. The preparation of consolidated condensed financial
statements requires management to make estimates and assumptions. These
estimates and assumptions affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the consolidated financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could
differ from those estimates. 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 June 29, 1996 and
September 30, 1995, the results of operations for the three months and nine
months ended June 29, 1996 and July 1, 1995 and cash flows for the nine
months ended June 29, 1996 and July 1, 1995. The results of operations for
the three months and nine months ended June 29, 1996 and July 1, 1995, and
cash flows for the nine months ended June 29, 1996 and July 1, 1995, are
not necessarily indicative of the results to be expected for the full year.
The Notes to Consolidated Financial Statements for the year ended
September 30, 1995, 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 nine months ended June 29, 1996, except as disclosed
below.
2. Change in Accounting Principle
Effective October 1, 1995, the Company adopted Statement of Financial
Accounting Standards No. 121 (SFAS No. 121), "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed Of." Under
SFAS No. 121, impairment losses are recognized when information indicates
the carrying amount of long-lived assets, identifiable intangibles and
goodwill related to those assets will not be recovered through future
operations or sale. Impairment losses for assets to be held or used in
operations will be based on the excess of the carrying amount of the asset
over the asset's fair value. Assets held for disposal, except for
discontinued operations, will be carried at the lower of carrying amount or
fair value less cost to sell. The effect of adopting SFAS No. 121 was not
material.
7
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TYSON FOODS, INC.
3. Stock-Based Compensation
The Company currently accounts for its stock-based compensation plans using
the provisions of Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees"(APB 25).
In October 1995, the FASB issued Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation"(SFAS 123).
Under the provisions of SFAS 123, companies can elect to account for stock-
based compensation plans using a fair-value-based method or continue
measuring compensation expense for those plans using the intrinsic value
method prescribed in APB 25. SFAS 123 requires that companies electing to
continue using the intrinsic value method must make pro forma disclosures
of net income and earnings per share in its annual report as if the fair-
value-based method of accounting had been applied. SFAS 123 will be
effective for the Company's fiscal year ending September 1997. The Company
intends to continue to account for stock-based compensation using the
intrinsic value method, and accordingly, this pronouncement will not have
an 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 nine months ended June 29, 1996, net cash totaling $42.9 million
was provided by all operating activities. Operations provided $258.5
million in cash offset by $215.6 million used for net changes in
receivables, inventories, payables and other items. Accounts receivable
have increased from 1995 fiscal year-end due to increased export sales and
an increase in total sales. Finished inventories have increased from 1995
fiscal year-end due to increased grain costs, more volume from expansion
and other general inventory increases.
Financing activities provided net cash of $126.2 million, mainly due to
additional debt borrowings during the nine months of fiscal 1996. The
Company primarily used funds generated from financing activities and
operations to fund $167.0 million of property, plant and equipment
additions. The expenditures for property, plant and equipment were related
to acquiring new equipment and upgrading facilities in order to maintain
competitive standing and position the Company for future opportunities.
Additionally, the Company makes a continuing effort to increase
efficiencies, reduce overall cost and meet or exceed environmental
standards.
At June 29, 1996, working capital was $933.7 million compared to $654
million at 1995 fiscal year-end, an increase of $279.7 million. The
current ratio at June 29, 1996 was 2.2 to 1 compared to 1.8 to 1 at
September 30, 1995. Working capital and the current ratio have increased
since year-end primarily due to increases in accounts receivable and
inventories and decreases in notes payable and current portion of long-term
debt. 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 as well as additional
credit facilities which the Company believes are available. Long-term debt
has increased $170.6 million since September 30, 1995. At June 29, 1996,
long-term debt was 53.9% of total capitalization compared to 52.5% at
September 30, 1995.
The Company has unsecured revolving credit facilities totaling $1.5 billion
which support the Company's commercial paper program. In May 1996, the
maturity date of the $1 billion facility was extended to May 2001 and the
maturity date of the $500 million facility was extended to May 1997. At
June 29, 1996, $1 billion was outstanding under the $1 billion facility
consisting of $835 million in commercial paper and $165 million drawn under
the revolver. At June 29, 1996, the Company had $376.9 million available
under the $500 million facility. Additional outstanding long-term debt at
June 29, 1996, consisted of $348.2 million of public debt, $297.7 million
of institutional notes and $145.2 million of other indebtedness.
9
<PAGE>
TYSON FOODS, INC.
RESULTS OF OPERATIONS
Record high grain prices had a significant impact on third quarter and nine
months earnings. Additionally, earnings were impacted by the oversupply of
competing meats on the market.
Sales for the third quarter of fiscal 1996 increased 19.5% over the same
quarter of fiscal 1995. This increase was largely due to an increase in
consumer poultry sales which increased fiscal 1996 third quarter total
sales by 17.6%. The tonnage volume of consumer poultry sales increased
27.0% offset slightly by a decrease in average sales prices of 3.1%. The
increase in tonnage volume and the decrease in average sales prices for
consumer poultry is mainly due to the acquisition in September 1995 of two
poultry operations which changed the overall product mix toward lower
priced products.
Beef and pork sales decreased fiscal 1996 third quarter total sales by 3.5%
compared to the same quarter of fiscal 1995. The decrease in beef and pork
sales was due to a 52.0% decrease in tonnage partially offset by a 26.8%
increase in average sales prices. The decrease in tonnage is mainly due to
the sale in the fourth quarter of fiscal 1995 of the Company's swine
slaughter facility. In addition, the sale of this swine slaughter facility
eliminated lower priced fresh pork from the product mix which accounts for
the significant increase in average sales prices. On April 24, 1996, the
Company announced its intention to sell its beef further-processing
operations with plants in Texas and Iowa, as well as its pork further-
processing facility in Holland, Michigan. (See Part II. Item 5. Other
Information.)
Sales of Mexican food-based products and prepared foods as a group
decreased fiscal 1996 third quarter total sales by 0.5%. This decrease was
primarily due to a 4.6% decrease in average sales prices as well as a
change in product mix, and a 3.1% decrease in tonnage. Seafood sales
increased fiscal 1996 third quarter total sales 1.5% due to a 34.1%
increase in tonnage and a 1.5% increase in average sales prices. The
increase in seafood tonnage is mainly due to acquisitions at the end of the
third quarter of fiscal 1995. The seafood operations continue to be
affected by the availability of some species of fish as well as reduced
pricing on some products and other regulations which limit its source of
supply. Management previously expected a net contribution in fiscal 1996
from the Company's seafood operations. However, the nine month results have
not met management's expectations and the results for the 1996 fiscal year
likewise will not meet management's expectation of being profitable. Third
quarter sales of live swine, animal foods, by-products, and other as a
group increased fiscal 1996 third quarter total sales by 4.4% compared to
the same quarter of fiscal 1995. Sales of live swine accounts for 72.2% of
the increase in this group due to the sale in the fourth quarter of fiscal
1995 of the Company's swine slaughter facility located in Marshall,
Missouri.
Sales for the nine months of fiscal 1996 increased 18.1% over the same
period of fiscal 1995. This increase was largely due to an increase in
consumer poultry sales which increased fiscal 1996 nine months total sales
by 17.2%. The tonnage volume of consumer poultry sales increased 28.6%
10
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TYSON FOODS, INC.
offset somewhat by a decrease in average sales prices of 4.4%. The increase
in tonnage volume and the decrease in average sales prices for consumer
poultry is mainly due to the acquisitions in September 1995 of two poultry
operations which changed the overall product mix toward lower priced
products.
Beef and pork sales decreased fiscal 1996 nine months total sales by 3.7%
compared to the same period of fiscal 1995. The decrease in beef and pork
sales was due to a 53.8% decrease in tonnage partially offset by a 32.4%
increase in average sales prices. The decrease in tonnage is mainly due to
the sale in the fourth quarter of fiscal 1995 of the Company's swine
slaughter facility. In addition, the sale of this swine slaughter facility
eliminated lower priced fresh pork from the product mix which accounts for
the significant increase in average sales prices.
Sales of Mexican food-based products and prepared foods as a group
decreased fiscal 1996 nine months total sales by 0.3%. This decrease was
primarily due to a 3.8% decrease in average sales prices as well as a
change in product mix, partially offset by a 0.2% increase in tonnage.
Seafood sales increased fiscal 1996 nine months total sales 0.9% due to a
22.7% increase in tonnage partially offset by a 1.4% decrease in average
sales prices. The increase in seafood tonnage is mainly due to acquisitions
at the end of the third quarter of fiscal 1995. Sales of live swine, animal
foods, by-products, and other as a group increased fiscal 1996 nine months
total sales by 4.0% compared to the same period of fiscal 1995. Sales of
live swine accounts for 76.7% of the increase in this group due to the sale
in the fourth quarter of fiscal 1995 of the Company's swine slaughter
facility located in Marshall, Missouri.
The increase in cost of goods sold of 27.8% for the third quarter of fiscal
1996 compared to the same quarter of fiscal 1995 was mainly the result of a
significant increase in the cost of grain used in the Company's operations.
Increases in the cost of ingredients used in feed for poultry and swine and
the ingredients used in Mexican food-based operations are estimated to have
increased cost of sales by $129 million during the third quarter of fiscal
1996. Higher ingredient costs are anticipated to continue for a period of
time and the effect on the Company's cost of sales will continue to be
significant as these costs pass through inventories. The impact of high
ingredient costs on the Company's operations is difficult to predict and is
dependent upon various factors in the commodity grain market as well as the
market for finished products. The Company's emphasis on adding value to its
products through further-processing helps to offset a portion of the impact
of increased ingredient costs. Further, the Company is making an effort to
recover a portion of increased grain costs through increased sales prices.
However, because of the current excess supply of poultry and alternative
red meats in the market place there can be no assurance that such costs can
be passed on to the consumer in the near future through higher sales
prices. As a percent of sales, cost of sales was 85.9% for the third
quarter of fiscal 1996 compared to 80.3% in the third quarter of fiscal
1995.
The increase in cost of goods sold of 25.2% for the nine months of fiscal
1996 compared to the same period of fiscal 1995 was mainly the result of
the increase in sales and a significant increase in the cost of grain used
in the Company's operations. Increases in the cost of ingredients used in
11
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TYSON FOODS, INC.
feed for poultry and swine and the ingredients used in Mexican food-based
operations are estimated to have increased cost of sales by $272 million
during the nine months of fiscal 1996. As a percent of sales, cost of sales
was 84.8% for the nine months of fiscal 1996 compared to 80% in the same
period of fiscal 1995.
Operating expenses increased 17.3% for the third quarter of fiscal 1996
over the same quarter of fiscal 1995. Selling expense, as a percent of
sales, increased to 8.7% for the third quarter of fiscal 1996 as compared
to 8.5% for the third quarter of fiscal 1995. General and administrative
expense, as a percent of sales, was 1.5% in the third quarter of fiscal
1996 compared to 1.9% in the same period last year. The reduction in
general and administrative expense was primarily the result of a decrease
in legal costs and various cost reduction initiatives instituted by
management. Amortization expense was 0.4% of sales in the third quarter of
fiscal 1996 compared to 0.5% of sales in the third quarter of fiscal 1995.
Operating expenses increased 11.6% for the nine months of fiscal 1996 over
the same period of fiscal 1995. Selling expense, as a percent of sales,
decreased to 8.6% for the nine months of fiscal 1996 as compared to 8.7%
for the same period of fiscal 1995. General and administrative expense, as
a percent of sales, was 1.6% in the nine months of fiscal 1996 compared to
2.1% in the same period last year. Amortization expense was 0.4% of sales
in the nine months of fiscal 1996 compared to 0.5% of sales in the same
period of fiscal 1995.
Interest expense increased 7.9% for the third quarter of fiscal 1996
compared to the same quarter of fiscal 1995. The Company had a higher level
of borrowing, mainly to fund acquisitions, which increased the Company's
average indebtedness by 31.7% over the same period last year. The Company's
short-term interest rates were approximately 14.7% lower than the same
period last year, which lowered the weighted average interest rate of all
Company debt to 6.8% compared to 8.0% for the same period last year.
Interest expense increased 20.2% for the nine months of fiscal 1996
compared to the same period of fiscal 1995. The Company had a higher level
of borrowing with the Company's average indebtedness increasing by 36.0%
over the same period last year. The Company's short-term interest rates
were approximately 1.8% lower than the same period last year, which lowered
the weighted average interest rate of all Company debt to 7.0% compared to
7.7% for the same period last year.
The effective income tax rate for the third quarter and nine months of
fiscal 1996 was 37.1% and 37.0%, respectively, compared to 38.0% and 38.2%
in the same periods of fiscal 1995. In addition to reduced state income
taxes, the tax rate was impacted by an adjustment to the liability for
deferred income taxes to reflect the Company's current assessment of tax
contingencies provided for in prior years.
Trasgo's results of operations for the third quarter increased the
Company's net income by $0.8 million. The devaluation of the Mexican peso
adversely affected Trasgo's nine months of fiscal 1996 operating results.
The Company's share of Trasgo's net loss for the nine months of fiscal 1996
reduced the Company's net income by $2.5 million ($0.02 per share).
Management cannot predict the effect of exchange rates on Trasgo's future
operating results.
12
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TYSON FOODS, INC.
ENVIRONMENTAL MATTERS
The Company has a strong financial commitment to environmental matters.
During the nine months of fiscal 1996 the Company invested approximately
$33.5 million in water quality facilities, including capital outlays of
$4.6 million to build and upgrade facilities, and $28.9 million for day-to-
day operations of waste-water facilities.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable
Item 2. Changes in Securities
Not Applicable
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable
Item 5. Other Information
On April 24, 1996, the Company announced its intention to sell its beef and
pork further-processing operations. The beef further-processing operations
include four plants located in Harlingen, Texas; Garland, Texas; Sioux
Center, Iowa and Orange City, Iowa. The pork further-processing operations
include one plant located in Holland, Michigan. The investment banking firm
of CS First Boston Corporation was retained as financial advisor to assist
the Company in pursuing the sale of these operations. To date no agreement
has been reached for the sale of these operations and there can be no
assurance if and when a sale will be consummated.
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:
There were no reports filed on Form 8-K during the quarter ended
June 29, 1996.
13
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TYSON FOODS, INC.
<TABLE>
EXHIBIT INDEX
The following exhibits are filed with this report.
Exhibit No. Page
_________ ____
<S> <S> <C>
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(a) 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).
4(a) Amendment No. 1 to First Amended and Restated Credit 16-36
Agreement, dated as of May 24, 1996, by and among the
Company, as Borrower, the banks party thereto, The Chase
Manhatten Bank, N.A., Chemical Bank, Cooperative Centrale
Raiffeisen-Boerenleenbank, B.A. (Rabobank Nederland), Morgan
Guaranty Trust Company of New York, National Westminister
Bank Plc, Nationsbank of Texas, N.A., and Societe Generale
as Co-Agents, and Bank of America National Trust and Savings
Association, as Agent.
4(b) Amendment No. 1 to Fourth Amended and Restated Credit 37-57
Agreement, dated as of May 24, 1996, by and among the
Company, as Borrower, the banks party thereto, The Chase
Manhattan Bank, N.A., Chemical Bank, Cooperative Centrale
Raiffeisen-Boerenleenbank, B.A.(Rabobank Nederland), Morgan
Guaranty Trust Company of New York, National Westminister
Bank Plc, Nationsbank of Texas, N.A., and Societe Generale
as Co-Agents, and Bank of America National Trust and Savings
Association, as Agent.
11 Statement Regarding Computation of Per Share Earnings 58-59
27 Financial Data Schedule
</TABLE>
14
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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: August 9, 1996 /s/ Wayne Britt
-------------------------
Wayne Britt
Executive Vice President,
Finance
Date: August 9, 1996 /s/ James G. Ennis
-------------------------
James G. Ennis
Corporate Controller
15
<PAGE>
AMENDMENT NO. 1 TO FIRST AMENDED
AND RESTATED CREDIT AGREEMENT
This Amendment No. 1 to First Amended and Restated Credit
Agreement (this "Amendment") is entered into as of May 24, 1996 among TYSON
FOODS, INC. (the "Borrower"), the banks named on the signature pages hereof
(the "Banks") and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
as Agent for the Banks (the "Agent").
WHEREAS, the Borrower, certain of the Banks, the Co-Agents named
therein and the Agent are party to the First Amended and Restated Credit
Agreement dated as of May 26, 1995 (the "Credit Agreement"); and
WHEREAS, the Borrower has requested the Banks to extend the final
maturity date provided in the Credit Agreement from May 24, 1996 to May 23,
1997 and the Banks are willing so to extend such maturity date;
NOW THEREFORE, the parties hereto hereby agree as follows:
Section 1 Defined Terms.
Unless otherwise defined in this Amendment, defined terms used herein
shall have the meanings assigned to such terms in the Credit Agreement.
Section 2 Amendment to Credit Agreement.
The definition of the term "Final Maturity Date" contained in Section
1.01 of the Credit Agreement is hereby amended to read as follows:
"'Final Maturity Date' means May 23, 1997."
Section 3 Additional Banks; Changes in Commitments.
(a) Each of the Banks party to the Credit Agreement immediately
prior to the date of this Amendment hereby agrees that each of Commerzbank
Aktiengesellschaft and The Yasuda Trust and Banking Company, Limited
(collectively, the "Additional Banks"), by signing a counterpart of this
Amendment, will become a Bank party to the Credit Agreement for all
purposes thereof.
(b) Each Additional Bank by executing a counterpart of this
Amendment agrees to become a Bank party to the Credit Agreement for all
purposes thereof with a Commitment in the amount set forth opposite the
name of such Additional Bank in Schedule 1.01(a) to this Amendment.
(c) Each Bank agrees that after giving effect to the addition of
the Additional Banks, the mergers of certain Banks, the increases in the
Commitments of certain Banks and the decreases in the Commitments of
certain Banks, the Commitment of each Bank will be in the amount set forth
opposite the name of such Bank in Schedule 1.01(a) to this Amendment.
(d) Schedules 1.01(a) and 1.01(b) of the Credit Agreement are
hereby amended in their entirety to read as Schedules 1.01(a) and 1.01(b)
to this Amendment.
Section 4 Representations and Warranties.
The Borrower represents and warrants that:
16
<PAGE>
(a) the execution and delivery of this Amendment (i) have been
duly authorized by all necessary corporation action; and (ii) do not
violate any Requirement of Law nor conflict with, result in the breach of
any Contractual Obligations to which the Borrower is a party; and
(b) after giving effect to this Amendment, (i) the
representations and warranties of the Company contained in Article IV of
the Credit Agreement (except for representations and warranties relating to
a particular point in time) and in each other Loan Document are true and
correct in all material respects as if made on and as of the date of this
Amendment; (ii) no Default or Event of Default has occurred and is
continuing; and (iii) there has occurred since September 30, 1995 no
Material Adverse Effect.
Section 5 Effectiveness.
(a) This Amendment shall become effective as of May 24, 1996
when the Administrative Agent has received the following:
(i) counterparts of this Amendment executed by the Borrower, all
the Banks and the Agent;
(ii) copies of the resolutions of the Executive Committee of the
Board of Directors of the Borrower approving and authorizing the
execution, delivery and performance by the Borrower of this Amendment,
certified by the Secretary or an Assistant Secretary of the Borrower;
and
(iii) a certificate of the Secretary or Assistant Secretary of
the Borrower certifying the names and true signatures of the officers
of the Borrower authorized to execute and deliver this Amendment.
(b) Upon the effectiveness of this Amendment (i) each reference
in the Credit Agreement to "this Agreement", "hereunder", hereof",
"herein", or words of like import shall mean and be a reference to the
Credit Agreement as amended hereby and (ii) each reference in each other
Loan Document to the Credit Agreement shall mean and be a reference to the
Credit Agreement as amended hereby.
(c) Except as specifically amended above, the Credit Agreement
shall remain in full force and effect.
(d) The execution, delivery, and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power, or remedy of any Bank or the Agent under the Credit Agreement
or any of the other Loan Documents, nor constitute a waiver of any
provision of any of the Loan Documents.
Section 6 Miscellaneous.
(a) This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each
of which when executed and delivered shall be deemed to be an original and
all of which taken together shall constitute but one and the same
instrument.
(b) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
17
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their respective duly authorized officers as of the date
first above written.
TYSON FOODS, INC.
By: /s/ Dennis Leatherby
Title: Treasurer
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Agent
By: /s/ Laura Knight
Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ Michael J. Dillon
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ F.C.H. Ashby
Title: Senior Manager Loan Operations
THE BANK OF TOKYO - MITSUBISHI, LTD.
HOUSTON AGENCY
By: /s/ Tsuneo Kumada
Title: General Manager
CAISSE NATIONALE DE CREDIT AGRICOLE
By: /s/ Dean Balice
Title: Senior Vice President
Branch Manager
CHEMICAL BANK
By: /s/ Karen M. Sharf
Title: Vice President
18
<PAGE>
COMMERZBANK AKTIENGESELLSCHAFT,
ATLANTA AGENCY
By: /s/ Harry P. Yergey
Title: Vice President
By: /s/ Mark J. Wortmann
Title: Assistant Vice President
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A.
(RABOBANK NEDERLAND),
NEW YORK BRANCH
By: /s/ Robert M. Mandula
Title: Vice President
By: /s/ W. Jeffrey Vollack
Title: Vice President, Manager
CREDIT LYONNAIS
NEW YORK BRANCH
By: /s/ Robert Ivosevich
Title: Senior Vice President
THE DAI-ICHI KANGYO BANK LTD
NEW YORK BRANCH
By: /s/ Frank A. Bertelle
Title: Assistant Vice President
FIRST AMERICAN NATIONAL BANK
By: /s/ Elizabeth H. Vaughn
Title: Senior Vice President
19
<PAGE>
THE FIRST NATIONAL BANK
OF CHICAGO
By: /s/ Karen F. Kizer
Title: Senior Vice President
THE FUJI BANK, LIMITED,
HOUSTON AGENCY
By: /s/ David Kelley
Title: Senior Vice President
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, ATLANTA AGENCY
By: /s/ Shusai Nagai
Title: General Manager
ISTITUTO BANCARIO SAN PAOLO
DI TORINO SPA
By: /s/ Robert S. Wurster
Title: First Vice President
By: /s/ William J. De Angelo
Title: First Vice President
THE LONG-TERM CREDIT BANK
OF JAPAN, LIMITED,
NEW YORK BRANCH
By: /s/ Satoru Otsubo
Title: Joint General Manager
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ Stephen B. King
Title: Vice President
20
<PAGE>
NATIONAL WESTMINSTER BANK PLC
NEW YORK BRANCH
By: /s/ Helen L. Viggiano
Title: Vice President
NATIONAL WESTMINSTER BANK PLC
NASSAU BRANCH
By: /s/ Helen L. Viggiano
Title: Vice President
NATIONSBANK OF TEXAS, N.A.
By: /s/ Bianca Hemmen
Title: Senior Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Stephen V. Prostor
Title: Vice President
ROYAL BANK OF CANADA
By: /s/ David A. Barsalou
Title: Senior Manager
THE SANWA BANK, LIMITED,
DALLAS AGENCY
By: /s/ Robert S. Smith
Title: Vice President
SOCIETE GENERALE, SOUTHWEST AGENCY
By: /s/ Louis P. Laville, III
Title: Vice President
21
<PAGE>
THE SUMITOMO BANK, LIMITED,
HOUSTON AGENCY
By: /s/ Harumitsu Seki
Title: General Manager
SUNTRUST BANK, ATLANTA
By: /s/ Gregory L. Cannon
Title: Vice President
By: /s/ Brian M. Davis
Title: Corporate Banking Officer
THE TOKAI BANK, LIMITED,
NEW YORK BRANCH
By: /s/ Stuart M. Schulman
Title: Senior Vice President
THE YASUDA BANK TRUST AND BANKING
COMPANY, LIMITED, NEW YORK BRANCH
By: /s/ Makoto Tagawa
Title: Deputy General Manager
22
<PAGE>
SCHEDULE 1.01(a)
COMMITMENTS; PERCENTAGE SHARES
Pro Rata
Bank Percentage Share 364-Day Commitment
Bank of America National Trust 11.66666667% $58,333,333.33
and Savings Association
The Bank of Nova Scotia 1.33333333% 6,666,666.67
The Bank of Tokyo-Mitsubishi, Ltd. 4.33333333% 21,666,666.67
Houston Agency
Caisse Nationale de Credit 3.33333333% 16,666,666.67
Agricole
Chemical Bank 5.16666667% 25,833,333.33
Commerzbank Aktiengesellschaft, 1.66666667% 8,333,333.33
Atlanta Agency
Cooperatieve Central Raiffeinsen- 6.66666667% 33,333,333.33
Boerenleenbank B.A.
(Rabobank Nederland),
New York Branch
Credit Lyonnais 1.66666667% 8,333,333.33
New York Branch
The Dai-Ichi Kangyo Bank Ltd 4.77777778% 23,888,888.89
New York Branch
First American National Bank 1.66666667% 8,333,333.33
The First National Bank 3.33333333% 16,666,666.67
of Chicago
The Fuji Bank, Limited, 3.33333333% 16,666,666.67
Houston Agency
The Industrial Bank of Japan, 1.83333333% 9,166,666.67
Limited, Atlanta Agency
Istituto Bancario San Paolo 2.00000000% 10,000,000.00
di Torino Spa
The Long-Term Credit Bank 3.33333333% 16,666,666.67
of Japan, Limited, New York
Branch
Morgan Guaranty Trust 5.16666667% 25,833,333.33
Company of New York
23
<PAGE>
National Westminster Bank Plc 5.16666667% 25,833,333.33
Nationsbank of Texas, N.A. 5.16666667% 25,833,333.33
PNC Bank, National Association 3.33333333% 16,666,666.67
Royal Bank of Canada 2.00000000% 10,000,000.00
The Sanwa Bank, Limited, 4.77777778% 23,888,888.89
Dallas Agency
Societe Generale, 5.16666667% 25,833,333.33
Southwest Agency
The Sumitomo Bank, Limited, 4.77777778% 23,888,888.89
Houston Agency
Suntrust Bank, Atlanta 3.33333333% 16,666,666.67
The Tokai Bank, Limited, 3.33333333% 16,666,666.67
New York Branch
The Yasuda Trust and Banking 1.66666667% 8,333,333.33
Company, Limited, New York
Branch
100.000000000% $500,000,000.00
24
<PAGE>
SCHEDULE 1.01(b)
LENDING OFFICES AND ADDRESS FOR NOTICES
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
Domestic Lending Office Eurodollar Lending Office
231 South LaSalle Street Same
Chicago, IL 60697
Telephone: (312) 828-6574
Facsimile: (312) 974-9626
Attention: Paul Youmara
Address for Notices
Credit Products Houston #3235
333 Clay Street
Houston, TX 77002-4103
Telephone: (713) 651-4903
Facsimile: (713) 651-4841
Attention: Mike Dillon
Vice President
THE BANK OF NOVA SCOTIA
Domestic Lending Office Eurodollar Lending Office
Atlanta Agency Same
600 Peachtree Street N.E.
Suite 2700
Atlanta, GA 30308
Telephone: (404) 877-1500
Facsimile: (404) 888-8998
Attention: Cleve Bushey
Address for Notices
1100 Louisiana Street
Suite 3000
Houston, TX 77002
Telephone: (713) 759-3426
Facsimile: (713) 752-2425
Attention: John White
with copy to:
Atlanta Agency
600 Peachtree Street N.E.
Suite 2700
Atlanta, GA 30308
Telephone: (404) 877-1500
Facsimilie: (404) 888-8998
Attention: Cleve Bushey
25
<PAGE>
THE BANK OF TOKYO - MITSUBISHI, LTD.
HOUSTON AGENCY
Domestic Lending Office Eurodollar Lending Office
1100 Louisiana Street Same
Suite 2800
Houston, TX 77002
Telephone: (313) 655-3806
Facsimile: (313) 658-0116
Attention: Brenda Stanley
Address for Notices
Suite 2800
1100 Louisiana Street
Houston, TX 77002-5216
Telephone: (713) 658-3807
Facsimile: (713) 658-0116
Attention: Mike Innes
CAISSE NATIONALE DE CREDIT AGRICOLE
Domestic Lending Office Eurodollar Lending Office
55 East Monroe Street Same
Suite 4700
Chicago, IL 60603
Telephone: (312) 917-7428
Facsimile: (312) 372-4421
Attention: Laura Schmuch
Address for Notices
Mid-Continental Plaza Building
Suite 2700
55 East Monroe Street
Chicago, IL 60603-5702
Telephone: (312) 917-7466
Facsimile: (312) 372-3455
Attention: Leroy Startz
26
<PAGE>
CHEMICAL BANK
Domestic Lending Office Eurodollar Lending Office
140 E. 45th Street Same
New York, NY 10017
Telephone: (212) 622-8091
Facsimile: (212) 622-0136
Attention: Martena Johnson
Addresses for Notices
Chemical Bank Building, 10th Floor
270 Park Avenue
New York, NY 10017
Telephone: (212) 552-4422
Facsimile: (212) 552-7879
Attention: Karen Sharf
Vice President
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.
(RABOBANK NEDERLAND), NEW YORK BRANCH
Domestic Lending Office Eurodollar Lending Office
245 Park Avenue Same
36th Floor
New York, NY 10167
Telephone: (212) 916-7928
Facsimile: (212) 916-7930
Attention: Brenda Lyew
Address for Notices
Rabobank Nederland
Suite 1000
On Galeria Tower
13355 Noel Road
Dallas, TX 75240
Telephone: (214) 419-6324
Facsimile: (214) 419-6315
Attention: Doug Pogge
with copy to:
Rabobank Nederland
36th Floor, New York Branch
245 Park Avenue
New York, NY 10167-0001
Telephone: (212) 916-7863
Facsimile: (212) 818-0233
Attention: David Reismann, Counsel
27
<PAGE>
COMMERZBANK AKTIENGESELLSCHAFT
Domestic Lending Office Eurodollar Lending Office
Commerzbank AG, New York Branch Same
New York, NY
Telephone: (212) 266-7345
Facsimile: (212) 266-7593
Attention: Gabriela Schmidtchen
Address for Notices
1230 Peachtree Street, NE
Suite 3500
Atlanta, GA 30309
Telephone: (404) 888-6511
Facsimile: (404) 888-6539
Attention: Mark Wortmann
CREDIT LYONNAIS
NEW YORK BRANCH
Domestic Lending Office Eurodollar Lending Office
c/o Credit Lyonnais Same
2200 Ross Avenue
Suite 4400 West
Dallas, TX 75201
Telephone: (214) 220-2300
Facsimile: (214) 220-2323
Attention: Judy Gordon
Address for Notices
c/o Credit Lyonnais
2200 Ross Avenue
Suite 4400 West
Dallas, TX 75201
Telephone: (214) 220-2300
Facsimile: (214) 220-2323
Attention: Timothy O'Connor
28
<PAGE>
THE DAI-ICHI KANGYO BANK LTD
NEW YORK BRANCH
Domestic Lending Office Eurodollar Lending Office
One World Trade Center Same
Suite 4911
New York, NY 10048-0487
Telephone: (212) 432-6617
Facsimile: (212) 912-1147
Attention: Elizabeth Gioris
Address for Notices
One World Trade Center
Suite 4911
New York, NY 10048-0487
Telephone: (212) 432-6639
Facsimile: (212) 524-0579
Attention: Frank A. Bertelle
FIRST AMERICAN NATIONAL BANK
Domestic Lending Office Eurodollar Lending Office
First American Center Same
Nashville, TN 37237
Telephone: (615) 736-6747
Facsimile: (615) 748-2184
Attention: Comm. Loan Operations
Telephone: (615) 736-6747
Facsimile: (901) 762-5665
Attention: Participation Area
Address for Notices
National Accounts
6000 Poplar Avenue
Suite 300
Memphis, TN 38119
Telephone: (901) 762-5671
Facsimile: (901) 762-5665
Attention: Elizabeth Vaughn
Vice President
29
<PAGE>
THE FIRST NATIONAL BANK OF CHICAGO
Domestic Lending Office Eurodollar Lending Office
One First National Plaza Same
Suite 0088
Chicago, IL 60670
Telephone: (312) 732-6246
Facsimile: (312) 732-2715
Attention: Dennis Degen
Address for Notices
One First National Plaza
Suite 0088, I-14
Chicago, IL 60670
Telephone: (312) 732-2330
Facsimile: (312) 732-5161
Attention: Karen Kizer
THE FUJI BANK, LIMITED, HOUSTON AGENCY
Domestic Lending Office Eurodollar Lending Office
1221 McKinney Street Same
Suite 4100
Houston, TX 77010
Telephone: (713) 650-7826
Facsimile: (713) 759-0048
Attention: Teri McPherson
Address for Notices
One Houston Center
1221 McKinney Street,
Suite 4100
Houston, TX 77010
Telephone: (713) 650-7851
Facsimile: (713) 759-0048
Attention: Greg Parten
Vice President
30
<PAGE>
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
ATLANTA AGENCY
Domestic Lending Office Eurodollar Lending Office
One Ninety One Peachtree Tower Same
Suite 3600
191 Peachtree Street NE
Atlanta, GA 30303-1757
Telephone: (404) 420-3306/3307
Facsimile: (404) 577-6818
Attention: Takahiro Hoshino/Tracy Tull
Address for Notices
One Ninety One Peachtree Tower
Suite 3600
191 Peachtree Street NE
Atlanta, GA 30303-1757
Telephone: (404) 420-3323
Facsimile: (404) 524-8509
Attention: Harry LaCount
Vice President
ISTITUTO BANCARIO SAN PAOLO DI TORINO SPA
Domestic Lending Office Eurodollar Lending Office
245 Park Avenue Same
New York, NY 10167
Telephone: (212) 692-3195
Facsimile: (212) 599-5303
Attention: Giovanni Lugato
Address for Notices
245 Park Avenue
New York, NY 10167
Telephone: (212) 692-3160
Facsimile: (212) 599-5303
Attention: Robert S. Wurster
31
<PAGE>
THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED,
NEW YORK BRANCH
Domestic Lending Office Eurodollar Lending Office
165 Broadway Same
New York, NY 10006
Telephone: (212) 335-4801
Facsimile: (212) 608-3452
Attention: Robert Pacifici
Address for Notices
2200 Ross Avenue
Suite 4700 W
Dallas, TX 75201
Telephone: (214) 969-5352
Facsimile: (214) 969-5357
Attention: R. Bruce Frey
Vice President
with copy to:
Long Term Credit Bank of Japan, Limited
165 Broadway
49th Floor BP-2
New York, NY 10006
Telephone: (212) 335-4553
Facsimile: (212) 608-2371
Attention: Maria Araujo
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
Domestic Lending Office Eurodollar Lending Office
For Bids:
60 Wall Street Same
New York, NY 10260-0060
Telephone: (212) 648-0769
Facsimile: (212) 648-5918
Attention: John Dougar
c/o JP Morgan Services
500 Stanton Christiana Road
Newark, DE 19713-2107
Telephone: (302) 634-8177
Facsimile: (302) 634-1091
Attention: Andrew Lipsett
Address for Notices
60 Wall Street
New York, NY 10260-0060
Telephone: (212) 648-7415
Facsimile: (212) 648-5336
Attention: Stephen King
32
<PAGE>
NATIONAL WESTMINSTER BANK PLC
Domestic Lending Office Eurodollar Lending Office
175 Water Street Same
19th Floor
New York, NY 10038
Telephone: (212) 602-4180
Facsimile: (212) 602-4118
Attention: Gary Tenner
Address for Notices
190 South LaSalle Street
Suite 1050
Chicago, IL 60603
Telephone: (312) 621-1537
Facsimile: (312) 621-1564
Attention: Steve Krakoski
NATIONSBANK OF TEXAS, N.A.
Domestic Lending Office Eurodollar Lending Office
901 Main Street Same
Dallas, TX 75202
Telephone: (214) 508-0519
Facsimile: (214) 508-0944
Attention: Karen Puente
Address for Notices
901 Main Street
67th Floor
Dallas, TX 75202-3714
Telephone: (214) 508-0936
Facsimile: (214) 508-0980
Attention: Blanca Hemmen
PNC BANK, NATIONAL ASSOCIATION
Domestic Lending Office Eurodollar Lending Office
One PNC Plaza Same
249 Fifth Avenue
Pittsburgh, PA 15222-2707
Telephone: (214) 740-2525
Facsimile: (214) 740-2588
Attention: Esther Austin
Address for Notices
2525 Lincoln Plaza
500 N. Akard Street
Dallas, TX 75201
Telephone: (214) 740-2587
Facsimile: (214) 740-2588
Attention: Stephen V. Prostor
33
<PAGE>
ROYAL BANK OF CANADA
Domestic Lending Office Eurodollar Lending Office
1 Financial Square, 24th Floor Same
New York, NY 10005-3531
Telephone: (212) 428-6321
Facsimile: (212) 428-2372
Attention: Jewel Haines
Address for Notices
1 Financial Square, 24th Floor
New York, NY 10005-3531
Telephone: (212) 428-6418
Facsimile: (212) 428-6459
Attention: David Barsalou
THE SANWA BANK, LIMITED,
DALLAS AGENCY
Domestic Lending Office Eurodollar Lending Office
4100 W. Texas Commerce Tower Same
2200 Ross Avenue
Dallas, TX 75201
Telephone: (214) 665-0229
Facsimile: (214) 741-6535
Attention: Greg Crowe
Vice President
Address for Notices
4100 W. Texas Commerce Tower
2200 Ross Avenue
Dallas, TX 75201
Telephone: (214) 665-0222
Facsimile: (214) 741-6535
Attention: Robert Smith
Vice President
SOCIETE GENERALE, SOUTHWEST AGENCY
Domestic Lending Office Eurodollar Lending Office
1221 Avenue of the Americas Same
New York,, NY 10020
Telephone: (214) 979-2743
Facsimile: (214) 754-0171
Attention: Molly Franklin
Address for Notices
2001 Ross Avenue
Dallas, TX 75201
Telephone: (214) 979-2762
Facsimile: (214) 979-1104
Attention: Parker LaVille
34
<PAGE>
THE SUMITOMO BANK, LIMITED,
HOUSTON AGENCY
Domestic Lending Office Eurodollar Lending Office
Nationsbank Center Same
700 Louisiana Street
Suite 1750
Houston, TX 77002-2783
Telephone: (713) 238-8221
Facsimile: (713) 759-0020
Attention: Robert Quezada
Address for Notices
Nationsbank Center
700 Louisiana Street
Suite 1750
Houston, TX 77002-2783
Telephone: (713) 238-8217
Facsimile: (713) 759-0020
Attention: William McKown
Vice President
SUNTRUST BANK
Domestic Lending Office Eurodollar Lending Office
25 Park Place Same
25th Floor
Atlanta, GA 30303
Telephone: (404) 658-4237
Facsimile: (404) 230-5305
Attention: Kate Stevenson
Address for Notices
25 Park Place
25th Floor
Atlanta, GA 30303
Telephone: (404) 827-6887
Facsimile: (404) 230-5305
Attention: Greg Cannon
35
<PAGE>
THE TOKAI BANK, LIMITED,
NEW YORK BRANCH
Domestic Lending Office Eurodollar Lending Office
Park Avenue Plaza Same
55 East 52nd Street
New YorkNY 10055-0001
Telephone: (212) 339-1145
Facsimile: (212) 754-2171
Attention: Eva Cordova
Address for Notices
Park Avenue Plaza
55 East 52nd Street
New York, NY 10055-0001
Telephone: (212) 339-1117
Facsimile: (212) 754-2171
Attention: Stuart Schulman
THE YASUDA TRUST AND BANKING COMPANY, LIMITED,
NEW YORK BRANCH
Domestic Lending Office Eurodollar Lending Office
666 Fifth Avenue Same
Suite 801
New York, NY 10103
Telephone: (212) 373-5755
Facsimile: (212) 373-5797
Attention: Richard Ortiz
Address for Notices
666 Fifth Avenue
Suite 801
New York, NY 10103
Telephone: (212) 373-5755
Facsimile: (212) 373-5797
Attention: Richard Ortiz
with copy to
285 Peachtree Center Avenue NE
Suite 2104
Atlanta, GA 30303
Telephone: (404) 584-8230
Facsimile: (404) 584-7816
Attention: Sanjay Sinha
36
<PAGE>
AMENDMENT NO. 1 TO FOURTH AMENDED
AND RESTATED CREDIT AGREEMENT
This Amendment No. 1 to Fourth Amended and Restated Credit
Agreement (this "Amendment") is entered into as of May 24, 1996 among TYSON
FOODS, INC. (the "Borrower"), the banks named on the signature pages hereof
(the "Banks") and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
as Agent for the Banks (the "Agent").
WHEREAS, the Borrower, certain of the Banks, the Co-Agents named
therein and the Agent are party to the Fourth Amended and Restated Credit
Agreement dated as of May 26, 1995 (the "Credit Agreement"); and
WHEREAS, the Borrower has requested the Banks to extend the final
maturity date provided in the Credit Agreement from May 31, 2000 to May 31,
2001 and the Banks are willing so to extend such maturity date;
NOW THEREFORE, the parties hereto hereby agree as follows:
Section 1 Defined Terms.
Unless otherwise defined in this Amendment, defined terms used herein
shall have the meanings assigned to such terms in the Credit Agreement.
Section 2 Amendment to Credit Agreement.
The definition of the term "Final Maturity Date" contained in Section
1.01 of the Credit Agreement is hereby amended to read as follows:
"'Final Maturity Date' means May 31, 2001."
Section 3 Additional Banks; Changes in Commitments.
(a) Each of the Banks party to the Credit Agreement immediately
prior to the date of this Amendment hereby agrees that each of Commerzbank
Aktiengesellschaft and The Yasuda Trust and Banking Company, Limited
(collectively, the "Additional Banks"), by signing a counterpart of this
Amendment, will become a Bank party to the Credit Agreement for all
purposes thereof.
(b) Each Additional Bank by executing a counterpart of this
Amendment agrees to become a Bank party to the Credit Agreement for all
purposes thereof with a Commitment in the amount set forth opposite the
name of such Additional Bank in Schedule 1.01(a) to this Amendment.
(c) Each Bank agrees that after giving effect to the addition of
the Additional Banks, the mergers of certain Banks, the increases in the
Commitments of certain Banks and the decreases in the Commitments of
certain Banks, the Commitment of each Bank will be in the amount set forth
opposite the name of such Bank in Schedule 1.01(a) to this Amendment.
(d) Schedules 1.01(a) and 1.01(b) of the Credit Agreement are
hereby amended in their entirety to read as Schedules 1.01(a) and 1.01(b)
to this Amendment.
Section 4 Representations and Warranties.
The Borrower represents and warrants that:
37
<PAGE>
(a) the execution and delivery of this Amendment (i) have been
duly authorized by all necessary corporation action; and (ii) do not
violate any Requirement of Law nor conflict with or result in the breach of
any Contractual Obligations to which the Borrower is a party; and
(b) after giving effect to this Amendment, (i) the
representations and warranties of the Company contained in Article IV of
the Credit Agreement (except for representations and warranties relating to
a particular point in time) and in each other Loan Document are true and
correct in all material respects as if made on and as of the date of this
Amendment; (ii) no Default or Event of
(c) Default has occurred and is continuing; and (iii) there has
occurred since September 30, 1995 no Material Adverse Effect.
Section 5 Effectiveness.
(a) This Amendment shall become effective as of May 24, 1996
when the Administrative Agent has received the following:
(i) counterparts of this Amendment executed by the Borrower, all
the Banks and the Agent;
(ii) copies of the resolutions of the Executive Committee of the
Board of Directors of the Borrower approving and authorizing the
execution, delivery and performance by the Borrower of this Amendment,
certified by the Secretary or an Assistant Secretary of the Borrower;
and
(iii) a certificate of the Secretary or Assistant Secretary
of the Borrower certifying the names and true signatures of the
officers of the Borrower authorized to execute and deliver this
Amendment.
(b) Upon the effectiveness of this Amendment (i) each reference
in the Credit Agreement to "this Agreement", "hereunder", hereof",
"herein", or words of like import shall mean and be a reference to the
Credit Agreement as amended hereby and (ii) each reference in each other
Loan Document to the Credit Agreement shall mean and be a reference to the
Credit Agreement as amended hereby.
(c) Except as specifically amended above, the Credit Agreement
shall remain in full force and effect.
(d) The execution, delivery, and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power, or remedy of any Bank or the Agent under the Credit Agreement
or any of the other Loan Documents, nor constitute a waiver of any
provision of any of the Loan Documents.
Section 6 Miscellaneous.
(a) This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each
of which when executed and delivered shall be deemed to be an original and
all of which taken together shall constitute but one and the same
instrument.
(b) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
38
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their respective duly authorized officers as of the date
first above written.
TYSON FOODS, INC.
By: /s/ Dennis Leatherby
Title: Treasurer
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Agent
By: /s/ Laura Knight
Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ Michael J. Dillon
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ F.C.H. Ashby
Title: Senior Manager Loan Operations
THE BANK OF TOKYO - MITSUBISHI, LTD.
HOUSTON AGENCY
By: /s/ Tsuneo Kumada
Title: General Manager
CAISSE NATIONALE DE CREDIT AGRICOLE
By: /s/ Dean Balice
Title: Senior Vice President
Branch Manager
39
<PAGE>
CHEMICAL BANK
By: /s/ Karen M. Sharf
Title: Vice President
COMMERZBANK AKTIENGESELLSCHAFT,
ATLANTA AGENCY
By: /s/ Harry P. Yergey
Title: Vice President
By: /s/ Mark J. Wortmann
Title: Assistant Vice President
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A.
(RABOBANK NEDERLAND),
NEW YORK BRANCH
By: /s/ Robert M. Mandula
Title: Vice President
By: /s/ W. Jeffrey Vollack
Title: Vice President, Manager
CREDIT LYONNAIS
NEW YORK BRANCH
By: /s/ Robert Ivosevich
Title: Senior Vice President
THE DAI-ICHI KANGYO BANK LTD
NEW YORK BRANCH
By: /s/ Frank A. Bertelle
Title: Assistant Vice President
FIRST AMERICAN NATIONAL BANK
By: /s/ Elizabeth H. Vaughn
Title: Senior Vice President
40
<PAGE>
THE FIRST NATIONAL BANK
OF CHICAGO
By: /s/ Karen F. Kizer
Title: Senior Vice President
THE FUJI BANK, LIMITED,
HOUSTON AGENCY
By: /s/ David Kelley
Title: Senior Vice President
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, ATLANTA AGENCY
By: /s/ Shusai Nagai
Title: General Manager
ISTITUTO BANCARIO SAN PAOLO
DI TORINO SPA
By: /s/ Robert S. Wurster
Title: First Vice President
By: /s/ William J. De Angelo
Title: First Vice President
THE LONG-TERM CREDIT BANK
OF JAPAN, LIMITED,
NEW YORK BRANCH
By: /s/ Satoru Otsubo
Title: Joint General Manager
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By: /s/ Sephen B. King
Title: Vice President
41
<PAGE>
NATIONAL WESTMINSTER BANK PLC
NEW YORK BRANCH
By: /s/ Helen L. Viggiano
Title: Vice President
NATIONAL WESTMINSTER BANK PLC
NASSAU BRANCH
By: /s/ Helen L. Viggiano
Title: Vice President
NATIONSBANK OF TEXAS, N.A.
By: /s/ Bianca Hemmen
Title: Senior Vice President
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Stephen V. Prostor
Title: Vice President
ROYAL BANK OF CANADA
By: /s/ David A. Barsalou
Title: Senior Manager
THE SANWA BANK, LIMITED,
DALLAS AGENCY
By: /s/ Robert S. Smith
Title: Vice President
SOCIETE GENERALE, SOUTHWEST AGENCY
By: /s/ Louis P. Laville, III
Title: Vice President
42
<PAGE>
THE SUMITOMO BANK, LIMITED,
HOUSTON AGENCY
By: /s/ Harumitsu Seki
Title: General Manager
SUNTRUST BANK, ATLANTA
By: /s/ Gregory L. Cannon
Title: Vice President
By: /s/ Brian M. Davis
Title: Corporate Banking Officer
THE TOKAI BANK, LIMITED,
NEW YORK BRANCH
By: /s/ Stuart M. Schulman
Title: Senior Vice President
THE YASUDA BANK TRUST AND BANKING
COMPANY, LIMITED, NEW YORK BRANCH
By: /s/ Makoto Tagawa
Title: Deputy General Manager
43
<PAGE>
SCHEDULE 1.01(a)
COMMITMENTS; PERCENTAGE SHARES
Pro Rata
Bank Percentage Share Five Year Commitment
Bank of America National Trust 11.66666667% $116,666,666.66
and Savings Association
The Bank of Nova Scotia 1.33333333% 13,333,333.33
The Bank of Tokyo-Mitsubishi, Ltd. 4.33333333% 43,333,333.33
Houston Agency
Caisse Nationale de Credit 3.33333333% 33,333,333.33
Agricole
Chemical Bank 5.16666667% 51,666,666.67
Commerzbank Aktiengesellschaft, 1.66666667% 16,666,666.67
Atlanta Agency
Cooperatieve Central Raiffeinsen- 6.66666667% 66,666,666.67
Boerenleenbank B.A.
(Rabobank Nederland),
New York Branch
Credit Lyonnais 1.66666667% 16,666,666.67
New York Branch
The Dai-Ichi Kangyo Bank Ltd 4.77777778% 47,777,777.78
New York Branch
First American National Bank 1.66666667% 16,666,666.67
The First National Bank 3.33333333% 33,333,333.33
of Chicago
The Fuji Bank, Limited, 3.33333333% 33,333,333.33
Houston Agency
The Industrial Bank of Japan, 1.83333333% 18,333,333.33
Limited, Atlanta Agency
Istituto Bancario San Paolo 2.00000000% 20,000,000.00
di Torino Spa
The Long-Term Credit Bank 3.33333333% 33,333,333.33
of Japan, Limited, New York
Branch
Morgan Guaranty Trust 5.16666667% 51,666,666.67
Company of New York
44
<PAGE>
National Westminster Bank Plc 5.16666667% 51,666,666.67
Nationsbank of Texas, N.A. 5.16666667% 51,666,666.67
PNC Bank, National Association 3.33333333% 33,333,333.33
Royal Bank of Canada 2.00000000% 20,000,000.00
The Sanwa Bank, Limited, 4.77777778% 47,777,777.78
Dallas Agency
Societe Generale, 5.16666667% 51,666,666.67
Southwest Agency
The Sumitomo Bank, Limited, 4.77777778% 47,777,777.78
Houston Agency
Suntrust Bank, Atlanta 3.33333333% 33,333,333.33
The Tokai Bank, Limited, 3.33333333% 33,333,333.33
New York Branch
The Yasuda Trust and Banking 1.66666667% 16,666,666.67
Company, Limited, New York
Branch
100.000000000% $1,000,000,000.00
45
<PAGE>
SCHEDULE 1.01(b)
LENDING OFFICES AND ADDRESS FOR NOTICES
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
Domestic Lending Office Eurodollar Lending Office
231 South LaSalle Street Same
Chicago, IL 60697
Telephone: (312) 828-6574
Facsimile: (312) 974-9626
Attention: Paul Youmara
Address for Notices
Credit Products Houston #3235
333 Clay Street
Houston, TX 77002-4103
Telephone: (713) 651-4903
Facsimile: (713) 651-4841
Attention: Mike Dillon
Vice President
THE BANK OF NOVA SCOTIA
Domestic Lending Office Eurodollar Lending Office
Atlanta Agency Same
600 Peachtree Street N.E.
Suite 2700
Atlanta, GA 30308
Telephone: (404) 877-1500
Facsimile: (404) 888-8998
Attention: Cleve Bushey
Address for Notices
1100 Louisiana Street
Suite 3000
Houston, TX 77002
Telephone: (713) 759-3426
Facsimile: (713) 752-2425
Attention: John White
with copy to:
Atlanta Agency
600 Peachtree Street N.E.
Suite 2700
Atlanta, GA 30308
Telephone: (404) 877-1500
Facsimilie: (404) 888-8998
Attention: Cleve Bushey
46
<PAGE>
THE BANK OF TOKYO - MITSUBISHI, LTD.
HOUSTON AGENCY
Domestic Lending Office Eurodollar Lending Office
1100 Louisiana Street Same
Suite 2800
Houston, TX 77002
Telephone: (313) 655-3806
Facsimile: (313) 658-0116
Attention: Brenda Stanley
Address for Notices
Suite 2800
1100 Louisiana Street
Houston, TX 77002-5216
Telephone: (713) 658-3807
Facsimile: (713) 658-0116
Attention: Mike Innes
CAISSE NATIONALE DE CREDIT AGRICOLE
Domestic Lending Office Eurodollar Lending Office
55 East Monroe Street Same
Suite 4700
Chicago, IL 60603
Telephone: (312) 917-7428
Facsimile: (312) 372-4421
Attention: Laura Schmuch
Address for Notices
Mid-Continental Plaza Building
Suite 2700
55 East Monroe Street
Chicago, IL 60603-5702
Telephone: (312) 917-7466
Facsimile: (312) 372-3455
Attention: Leroy Startz
47
<PAGE>
CHEMICAL BANK
Domestic Lending Office Eurodollar Lending Office
140 E. 45th Street Same
New York, NY 10017
Telephone: (212) 622-8091
Facsimile: (212) 622-0136
Attention: Martena Johnson
Addresses for Notices
Chemical Bank Building, 10th Floor
270 Park Avenue
New York, NY 10017
Telephone: (212) 552-4422
Facsimile: (212) 552-7879
Attention: Karen Sharf
Vice President
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.
(RABOBANK NEDERLAND), NEW YORK BRANCH
Domestic Lending Office Eurodollar Lending Office
245 Park Avenue Same
36th Floor
New York, NY 10167
Telephone: (212) 916-7928
Facsimile: (212) 916-7930
Attention: Brenda Lyew
Address for Notices
Rabobank Nederland
Suite 1000
On Galeria Tower
13355 Noel Road
Dallas, TX 75240
Telephone: (214) 419-6324
Facsimile: (214) 419-6315
Attention: Doug Pogge
with copy to:
Rabobank Nederland
36th Floor, New York Branch
245 Park Avenue
New York, NY 10167-0001
Telephone: (212) 916-7863
Facsimile: (212) 818-0233
Attention: David Reismann, Counsel
48
<PAGE>
COMMERZBANK AKTIENGESELLSCHAFT
Domestic Lending Office Eurodollar Lending Office
Commerzbank AG, New York Branch Same
New York, NY
Telephone: (212) 266-7345
Facsimile: (212) 266-7593
Attention: Gabriela Schmidtchen
Address for Notices
1230 Peachtree Street, NE
Suite 3500
Atlanta, GA 30309
Telephone: (404) 888-6511
Facsimile: (404) 888-6539
Attention: Mark Wortmann
CREDIT LYONNAIS
NEW YORK BRANCH
Domestic Lending Office Eurodollar Lending Office
c/o Credit Lyonnais Same
2200 Ross Avenue
Suite 4400 West
Dallas, TX 75201
Telephone: (214) 220-2300
Facsimile: (214) 220-2323
Attention: Judy Gordon
Address for Notices
c/o Credit Lyonnais
2200 Ross Avenue
Suite 4400 West
Dallas, TX 75201
Telephone: (214) 220-2300
Facsimile: (214) 220-2323
Attention: Timothy O'Connor
49
<PAGE>
THE DAI-ICHI KANGYO BANK LTD
NEW YORK BRANCH
Domestic Lending Office Eurodollar Lending Office
One World Trade Center Same
Suite 4911
New York, NY 10048-0487
Telephone: (212) 432-6617
Facsimile: (212) 912-1147
Attention: Elizabeth Gioris
Address for Notices
One World Trade Center
Suite 4911
New York, NY 10048-0487
Telephone: (212) 432-6639
Facsimile: (212) 524-0579
Attention: Frank A. Bertelle
FIRST AMERICAN NATIONAL BANK
Domestic Lending Office Eurodollar Lending Office
First American Center Same
Nashville, TN 37237
Telephone: (615) 736-6747
Facsimile: (615) 748-2184
Attention: Comm. Loan Operations
Telephone: (615) 736-6747
Facsimile: (901) 762-5665
Attention: Participation Area
Address for Notices
National Accounts
6000 Poplar Avenue
Suite 300
Memphis, TN 38119
Telephone: (901) 762-5671
Facsimile: (901) 762-5665
Attention: Elizabeth Vaughn
Vice President
50
<PAGE>
THE FIRST NATIONAL BANK OF CHICAGO
Domestic Lending Office Eurodollar Lending Office
One First National Plaza Same
Suite 0088
Chicago, IL 60670
Telephone: (312) 732-6246
Facsimile: (312) 732-2715
Attention: Dennis Degen
Address for Notices
One First National Plaza
Suite 0088, I-14
Chicago, IL 60670
Telephone: (312) 732-2330
Facsimile: (312) 732-5161
Attention: Karen Kizer
THE FUJI BANK, LIMITED, HOUSTON AGENCY
Domestic Lending Office Eurodollar Lending Office
1221 McKinney Street Same
Suite 4100
Houston, TX 77010
Telephone: (713) 650-7826
Facsimile: (713) 759-0048
Attention: Teri McPherson
Address for Notices
One Houston Center
1221 McKinney Street,
Suite 4100
Houston, TX 77010
Telephone: (713) 650-7851
Facsimile: (713) 759-0048
Attention: Greg Parten
Vice President
51
<PAGE>
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
ATLANTA AGENCY
Domestic Lending Office Eurodollar Lending Office
One Ninety One Peachtree Tower Same
Suite 3600
191 Peachtree Street NE
Atlanta, GA 30303-1757
Telephone: (404) 420-3306/3307
Facsimile: (404) 577-6818
Attention: Takahiro Hoshino/Tracy Tull
Address for Notices
One Ninety One Peachtree Tower
Suite 3600
191 Peachtree Street NE
Atlanta, GA 30303-1757
Telephone: (404) 420-3323
Facsimile: (404) 524-8509
Attention: Harry LaCount
Vice President
ISTITUTO BANCARIO SAN PAOLO DI TORINO SPA
Domestic Lending Office Eurodollar Lending Office
245 Park Avenue Same
New York, NY 10167
Telephone: (212) 692-3195
Facsimile: (212) 599-5303
Attention: Giovanni Lugato
Address for Notices
245 Park Avenue
New York, NY 10167
Telephone: (212) 692-3160
Facsimile: (212) 599-5303
Attention: Robert S. Wurster
52
<PAGE>
THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED,
NEW YORK BRANCH
Domestic Lending Office Eurodollar Lending Office
165 Broadway Same
New York, NY 10006
Telephone: (212) 335-4801
Facsimile: (212) 608-3452
Attention: Robert Pacifici
Address for Notices
2200 Ross Avenue
Suite 4700 W
Dallas, TX 75201
Telephone: (214) 969-5352
Facsimile: (214) 969-5357
Attention: R. Bruce Frey
Vice President
with copy to:
Long Term Credit Bank of Japan, Limited
165 Broadway
49th Floor BP-2
New York, NY 10006
Telephone: (212) 335-4553
Facsimile: (212) 608-2371
Attention: Maria Araujo
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
Domestic Lending Office Eurodollar Lending Office
For Bids:
60 Wall Street Same
New York, NY 10260-0060
Telephone: (212) 648-0769
Facsimile: (212) 648-5918
Attention: John Dougar
c/o JP Morgan Services
500 Stanton Christiana Road
Newark, DE 19713-2107
Telephone: (302) 634-8177
Facsimile: (302) 634-1091
Attention: Andrew Lipsett
Address for Notices
60 Wall Street
New York, NY 10260-0060
Telephone: (212) 648-7415
Facsimile: (212) 648-5336
Attention: Stephen King
53
<PAGE>
NATIONAL WESTMINSTER BANK PLC
Domestic Lending Office Eurodollar Lending Office
175 Water Street Same
19th Floor
New York, NY 10038
Telephone: (212) 602-4180
Facsimile: (212) 602-4118
Attention: Gary Tenner
Address for Notices
190 South LaSalle Street
Suite 1050
Chicago, IL 60603
Telephone: (312) 621-1537
Facsimile: (312) 621-1564
Attention: Steve Krakoski
NATIONSBANK OF TEXAS, N.A.
Domestic Lending Office Eurodollar Lending Office
901 Main Street Same
Dallas, TX 75202
Telephone: (214) 508-0519
Facsimile: (214) 508-0944
Attention: Karen Puente
Address for Notices
901 Main Street
67th Floor
Dallas, TX 75202-3714
Telephone: (214) 508-0936
Facsimile: (214) 508-0980
Attention: Blanca Hemmen
PNC BANK, NATIONAL ASSOCIATION
Domestic Lending Office Eurodollar Lending Office
One PNC Plaza Same
249 Fifth Avenue
Pittsburgh, PA 15222-2707
Telephone: (214) 740-2525
Facsimile: (214) 740-2588
Attention: Esther Austin
Address for Notices
2525 Lincoln Plaza
500 N. Akard Street
Dallas, TX 75201
Telephone: (214) 740-2587
Facsimile: (214) 740-2588
Attention: Stephen V. Prostor
54
<PAGE>
ROYAL BANK OF CANADA
Domestic Lending Office Eurodollar Lending Office
1 Financial Square, 24th Floor Same
New York, NY 10005-3531
Telephone: (212) 428-6321
Facsimile: (212) 428-2372
Attention: Jewel Haines
Address for Notices
1 Financial Square
24th Floor
New York, NY 10005-3531
Telephone: (212) 428-6418
Facsimile: (212) 428-6459
Attention: David Barsalou
THE SANWA BANK, LIMITED,
DALLAS AGENCY
Domestic Lending Office Eurodollar Lending Office
4100 W. Texas Commerce Tower Same
2200 Ross Avenue
Dallas, TX 75201
Telephone: (214) 665-0229
Facsimile: (214) 741-6535
Attention: Greg Crowe
Vice President
Address for Notices
4100 W. Texas Commerce Tower
2200 Ross Avenue
Dallas, TX 75201
Telephone: (214) 665-0222
Facsimile: (214) 741-6535
Attention: Robert Smith
Vice President
SOCIETE GENERALE, SOUTHWEST AGENCY
Domestic Lending Office Eurodollar Lending Office
1221 Avenue of the Americas Same
New York,, NY 10020
Telephone: (214) 979-2743
Facsimile: (214) 754-0171
Attention: Molly Franklin
Address for Notices
2001 Ross Avenue
Dallas, TX 75201
Telephone: (214) 979-2762
Facsimile: (214) 979-1104
Attention: Parker LaVille
55
<PAGE>
THE SUMITOMO BANK, LIMITED,
HOUSTON AGENCY
Domestic Lending Office Eurodollar Lending Office
Nationsbank Center Same
700 Louisiana Street
Suite 1750
Houston, TX 77002-2783
Telephone: (713) 238-8221
Facsimile: (713) 759-0020
Attention: Robert Quezada
Address for Notices
Nationsbank Center
700 Louisiana Street
Suite 1750
Houston, TX 77002-2783
Telephone: (713) 238-8217
Facsimile: (713) 759-0020
Attention: William McKown
Vice President
SUNTRUST BANK
Domestic Lending Office Eurodollar Lending Office
25 Park Place Same
25th Floor
Atlanta, GA 30303
Telephone: (404) 658-4237
Facsimile: (404) 230-5305
Attention: Kate Stevenson
Address for Notices
25 Park Place
25th Floor
Atlanta, GA 30303
Telephone: (404) 827-6887
Facsimile: (404) 230-5305
Attention: Greg Cannon
56
<PAGE>
THE TOKAI BANK, LIMITED,
NEW YORK BRANCH
Domestic Lending Office Eurodollar Lending Office
Park Avenue Plaza Same
55 East 52nd Street
New YorkNY 10055-0001
Telephone: (212) 339-1145
Facsimile: (212) 754-2171
Attention: Eva Cordova
Address for Notices
Park Avenue Plaza
55 East 52nd Street
New York, NY 10055-0001
Telephone: (212) 339-1117
Facsimile: (212) 754-2171
Attention: Stuart Schulman
THE YASUDA TRUST AND BANKING COMPANY, LIMITED,
NEW YORK BRANCH
Domestic Lending Office Eurodollar Lending Office
666 Fifth Avenue Same
Suite 801
New York, NY 10103
Telephone: (212) 373-5755
Facsimile: (212) 373-5797
Attention: Richard Ortiz
Address for Notices
666 Fifth Avenue
Suite 801
New York, NY 10103
Telephone: (212) 373-5755
Facsimile: (212) 373-5797
Attention: Richard Ortiz
with copy to
285 Peachtree Center Avenue NE
Suite 2104
Atlanta, GA 30303
Telephone: (404) 584-8230
Facsimile: (404) 584-7816
Attention: Sanjay Sinha
57
<PAGE>
EXHIBIT 11
<TABLE>
<CAPTION>
TYSON FOODS, INC.
COMPUTATION OF EARNINGS PER SHARE
(In millions except per share data)
Quarter Ended
---------------------------
June 29, July 1,
1996 1995
---------------------------
<S> <C> <C>
Primary:
Average common shares outstanding
during the period 144.9 144.7
Net effect of dilutive stock
options based on the treasury
stock method using average
market price .4 .4
----- -----
Total common and common equivalent
shares outstanding 145.3 145.1
===== =====
Net income $14.6 $57.7
===== =====
Earnings per share $0.10 $0.40
===== =====
Fully Diluted:
Average common shares outstanding
during the period 144.9 144.7
Net effect of dilutive stock
options based on the treasury
stock method using the quarter-
end market price, if higher
than average market price .8 .4
----- -----
Total common and common equivalent
shares outstanding 145.7 145.1
===== =====
Net income $14.6 $57.7
===== =====
Earnings per share $0.10 $0.40
===== =====
</TABLE>
58
<PAGE>
EXHIBIT 11
<TABLE>
<CAPTION>
TYSON FOODS, INC.
COMPUTATION OF EARNINGS PER SHARE
(In millions except per share data)
Nine Months Ended
---------------------------
June 29, July 1,
1996 1995
---------------------------
<S> <C> <C>
Primary:
Average common shares outstanding
during the period 144.9 144.4
Net effect of dilutive stock
options based on the treasury
stock method using average
market price .4 .3
----- -----
Total common and common equivalent
shares outstanding 145.3 144.7
===== ======
Net income $72.3 $160.4
===== ======
Earnings per share $0.50 $1.11
===== =====
Fully Diluted:
Average common shares outstanding
during the period 144.9 144.4
Net effect of dilutive stock
options based on the treasury
stock method using the quarter-
end market price, if higher
than average market price .7 .3
----- -----
Total common and common equivalent
shares outstanding 145.6 144.7
===== ======
Net income $72.3 $160.4
===== ======
Earnings per share $0.50 $1.11
===== =====
</TABLE>
59
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
QUARTERLY FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 29, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000100493
<NAME> TYSON FOODS, INC.
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-28-1996
<PERIOD-END> JUN-29-1996
<CASH> 18
<SECURITIES> 0
<RECEIVABLES> 582
<ALLOWANCES> 0
<INVENTORY> 1060
<CURRENT-ASSETS> 1690
<PP&E> 3100
<DEPRECIATION> 1143
<TOTAL-ASSETS> 4563
<CURRENT-LIABILITIES> 756
<BONDS> 1791
0
0
<COMMON> 15
<OTHER-SE> 1514
<TOTAL-LIABILITY-AND-EQUITY> 4563
<SALES> 4763
<TOTAL-REVENUES> 4763
<CGS> 4037
<TOTAL-COSTS> 4037
<OTHER-EXPENSES> 6
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 101
<INCOME-PRETAX> 110
<INCOME-TAX> 41
<INCOME-CONTINUING> 69
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 72
<EPS-PRIMARY> .50
<EPS-DILUTED> .50
</TABLE>
