<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 28, 1997
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 28, 1997
- ------------------------------------ -------------------------
Class A Common Stock, $.10 Par Value 112,807,465 Shares
Class B Common Stock, $.10 Par Value 102,670,113 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 28, 1997 and September 28, 1996 3
Consolidated Condensed Statements of Income
for the Three Months and Nine Months Ended
June 28, 1997 and June 29, 1996 4
Consolidated Condensed Statements of Cash Flows
for the Nine Months Ended June 28, 1997
and June 29, 1996 5
Notes to Consolidated Condensed Financial Statements 6-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
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
<PAGE> PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE><CAPTION>
TYSON FOODS, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(In millions except per share amounts)
(Unaudited)
June 28, 1997 September 28, 1996
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 37.8 $ 36.6
Accounts receivable 539.4 547.1
Inventories 999.8 1,027.4
Assets held for sale 17.4 155.5
Other current assets 24.6 43.7
_______ _______
Total Current Assets 1,619.0 1,810.3
Net Property, Plant, and Equipment 1,911.0 1,869.2
Excess of Investments over Net Assets Acquired 714.2 731.5
Investments and Other Assets 175.9 133.1
________ ________
Total Assets $4,420.1 $4,544.1
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Notes payable $ 80.9 $ 39.5
Current portion of long-term debt 47.5 129.2
Trade accounts payable 280.0 269.7
Other accrued liabilities 297.4 247.4
_______ _______
Total Current Liabilities 705.8 685.8
Long-Term Debt 1,588.6 1,806.4
Deferred Income Taxes 484.7 495.6
Other Liabilities 15.6 14.6
Shareholders' Equity:
Common stock ($.10 par value):
Class A-Authorized 900 million shares;
issued 119.5 million shares at
6-28-97 and 9-28-96 12.0 8.0
Class B-Authorized 900 million shares;
issued 102.7 million shares at
6-28-97 and 9-28-96 10.3 6.8
Capital in excess of par value 375.2 375.4
Retained earnings 1,348.2 1,232.4
Currency translation adjustment (2.2) (2.8)
_______ _______
1,743.5 1,619.8
Less treasury stock, at cost-
6.7 million shares at 6-28-97 and
4.8 million shares at 9-28-96 115.6 75.4
Less unamortized deferred compensation 2.5 2.7
________ ________
Total Shareholders' Equity 1,625.4 1,541.7
________ ________
Total Liabilities and Shareholders' Equity $4,420.1 $4,544.1
======== ========
The accompanying notes are an integral part of these financial statements.
</TABLE>
3
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<TABLE>
<CAPTION>
TYSON FOODS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In millions except per share data)
(Unaudited)
Three Months Ended Nine Months Ended
___________________ _________________
June 28, June 29, June 28, June 29,
1997 1996 1997 1996
________ ________ ________ ________
<S> <C> <C> <C> <C>
Sales $1,591.2 $1,628.2 $4,693.4 $4,762.7
Cost of Sales 1,323.2 1,398.9 3,914.8 4,037.0
________ ________ ________ ________
Gross Profit 268.0 229.3 778.6 725.7
Expenses:
Selling 136.1 141.0 386.4 410.3
General and administrative 25.1 25.0 73.9 77.7
Amortization 6.9 6.9 20.6 20.7
________ ________ ________ ________
Operating Income 99.9 56.4 297.7 217.0
Other Expense (Income):
Interest 28.1 32.9 83.2 101.0
Foreign currency exchange 9.0
Other 0.3 (39.4) (2.5)
________ ________ ________ ________
Income Before Taxes on Income
and Minority Interest 71.8 23.2 253.9 109.5
Provision for Income Taxes 26.6 8.6 115.9 40.5
Minority Interest in Net Loss
of Consolidated Subsidiary 3.3
________ ________ ________ ________
Net Income $ 45.2 $ 14.6 $ 138.0 $ 72.3
======== ======== ======== ========
Average Shares Outstanding 217.5 218.0 218.6 218.0
===== ===== ===== =====
Earnings Per Share $0.21 $0.07 $0.63 $0.33
===== ===== ===== =====
Cash Dividends Per Share:
Class A $0.0250 $0.0200 $0.0700 $0.0600
======= ======= ======= =======
Class B $0.0225 $0.0180 $0.0630 $0.0540
======= ======= ======= =======
The accompanying notes are an integral part of these financial statements.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
TYSON FOODS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
Nine Months Ended
_________________
June 28, June 29,
1997 1996
_________ _________
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $138.0 $72.3
Adjustments to reconcile net income to cash
provided by (used for) operating activities:
Depreciation 151.7 159.1
Amortization 20.6 20.7
Deferred income taxes (10.9) (2.5)
Foreign currency exchange loss 9.0
Minority interest (3.3)
(Gain)Loss on dispositions of assets (42.0) 3.2
(Increase)decrease in accounts receivable 7.7 (102.1)
(Increase)decrease in inventories 27.6 (128.3)
Increase in trade accounts payable 10.3 5.9
Net change in other current assets
and liabilities 68.2 8.9
_____ ______
Cash Provided by Operating Activities 371.2 42.9
Cash Flows from Investing Activities:
Additions to property, plant and equipment (219.4) (167.0)
Proceeds from sale of property, plant and equipment 206.6 8.9
Net change in other assets and liabilities (44.9) (27.0)
_____ ______
Cash Used for Investing Activities (57.7) (185.1)
Cash Flows from Financing Activities:
Net change in notes payable 41.4 (24.6)
Proceeds from long-term debt 102.4 489.3
Repayments of long-term debt (401.9) (325.2)
Purchase of treasury shares (41.6) (1.3)
Other (12.7) (12.0)
_____ ______
Cash Provided by (Used for) Financing Activities (312.4) 126.2
Effect of Exchange Rate Change on Cash 0.1 0.5
_____ ______
Increase(decrease) in Cash and Cash Equivalents 1.2 (15.5)
Cash and Cash Equivalents at Beginning of Period 36.6 33.1
______ ______
Cash and Cash Equivalents at End of Period $37.8 $17.6
====== ======
Supplemental Cash Flow Information
Cash paid during the period for:
Interest $108.0 $95.2
Income taxes $94.8 $40.9
The accompanying notes are an integral part of these financial statements.
</TABLE>
5
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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 28, 1996. 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 28, 1997 and
September 28, 1996 and the results of operations for the three months and
nine months ended June 28, 1997 and June 29, 1996, and cash flows for the
nine months ended June 28, 1997 and June 29, 1996. The results of
operations for the three months and nine months ended June 28, 1997 and
June 29, 1996, and cash flows for the nine months ended June 28, 1997 and
June 29, 1996, are not necessarily indicative of the results to be expected
for the full year.
The Notes to Consolidated Financial Statements for the fiscal year
ended September 28, 1996, 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 28, 1997, except as disclosed in
notes below.
2. Common Stock Split
On January 10, 1997, the Company's Board of Directors authorized a three-
for-two stock split in the form of a stock dividend effective
February 15, 1997 for shareholders of record on February 1, 1997. All
references to numbers of shares, per share amounts and average shares
outstanding in the consolidated condensed financial statements have been
restated.
6
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TYSON FOODS, INC.
3. Acquisitions
On August 1, 1997, the Company acquired Mallard's Food Products, Inc. for a
combination of Company Class A common stock and cash. See Part II Item 2
Changes in Securities.
4. Disposition of Assets
During 1996 the Company announced its intention to sell its beef and pork
further-processing operations in its effort to return to its core business.
On November 25, 1996, the Company sold its beef further-processing
operations, known as Gorges/Quik-to-Fix Foods, resulting in a pre-tax gain
of $41.0 million which has been recorded in other income. The Company is
still in the process of selling its pork further-processing plant in
Holland, Michigan and accordingly these assets have been classified as
current assets in the Consolidated Condensed Balance Sheets.
5. Inventories
Inventories, valued at the lower of cost (first-in, first-out) or market,
consist of the following:
(In millions)
June 28, September 28,
1997 1996
________ ____________
Finished and work-in-process $492.9 $481.1
Live poultry and hogs 350.9 362.2
Seafood related products 23.8 51.4
Hatchery eggs and feed 62.5 63.8
Supplies 69.7 68.9
______ ________
Total $999.8 $1,027.4
====== ========
6. Impact of Recently Issued Accounting Standards
In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, Earnings Per Share, which is required to be adopted on
December 31, 1997. At that time, the Company will be required to change the
method currently used to compute earnings per share and to restate all
prior periods. Under the new requirements, primary earnings per share will
be renamed basic earnings per share and will exclude the dilutive effect of
stock options. The impact of adopting Statement No. 128 will not change
primary earnings per share for the third quarters ended June 28, 1997 and
June 29, 1996. Primary earnings per share for the nine months ended
June 28, 1997 would increase to $0.64 and the nine months ended
June 29, 1996 would remain unchanged.
7
<PAGE>
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 28, 1997, net cash totaling $371.2 million
was provided by all operating activities. Operations provided
$257.4 million in cash and $113.8 million was provided by net changes in
receivables, inventories, payables and other items. Additionally, the
Company used cash from operations and proceeds from the sale of the beef
division assets to pay down debt by $258.1 million and to fund $219.4
million of property, plant and equipment additions. The expenditures for
property, plant and equipment were related to acquiring new equipment,
upgrading facilities in order to maintain competitive standing and position
the Company for future opportunities.
At June 28, 1997, working capital was $913.2 million compared to
$1,124.5 million at 1996 fiscal year-end, a decrease of $211.3 million.
The current ratio at June 28, 1997 was 2.3 to 1 compared to 2.6 to 1 at
September 28, 1996. Working capital has decreased since year-end primarily
due to decreases in inventories and assets held for sale offset somewhat by
a decrease in the 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
decreased $217.8 million while total debt has decreased $258.1 million
since September 28, 1996. At June 28, 1997, total debt was 51.4% of total
capitalization compared to 56.2% at September 28, 1996.
The Company has two unsecured revolving credit agreements totaling
$1.25 billion which support the Company's commercial paper program. The
$1 billion facility expires in May 2002. At June 28, 1997, $776.4 million
was outstanding under the $1 billion facility consisting of $556.4 million
in commercial paper and $220.0 million drawn under the revolver. The
$250 million facility expires in May 1998. At June 28, 1997, all of the
$250 million facility was available. Additional outstanding long-term debt
at June 28, 1997 consisted of $348.6 million of public debt, $259.6 million
of institutional notes, $150.7 million in leveraged equipment loans and
$53.3 million of other indebtedness.
In January 1997, the Company re-instituted its stock repurchase program
which authorizes the purchase of up to 17 million shares (on a post-split
basis) of the Company's Class A common stock in open market or privately
negotiated transactions. The Company intends to utilize shares repurchased
under the program to fund benefit plans, increase treasury stock and offset
treasury stock issued pursuant to the acquisition of Mallard's Food
Products, Inc. (See Part II Item 2 Changes in Securities). No timetable has
been set for completion of the repurchase program. To date in fiscal 1997
the Company has purchased approximately 2.1 million shares in the open
market under the repurchase program.
8
<PAGE>
TYSON FOODS, INC.
In 1996, the Company announced it was terminating the Tyson Foods, Inc.
Employee Stock Ownership Plan (the "ESOP") and the Tyson Foods, Inc. Profit
Sharing Plan and Trust (the "Profit Sharing Plan"), each of which holds
shares of the Company's Class A common stock. During the third quarter of
fiscal 1997, in addition to open market purchases, the Company purchased
281,269 shares from the ESOP participants. The purchase price of these
shares has been based upon their fair market value as quoted on the Nasdaq
National Market. In addition, the Company also anticipates purchasing
approximately 2.25 million shares of Class A common stock from the Profit
Sharing Plan prior to the end of the calendar year. The purchase price of
these shares will be based upon their fair market value as quoted on the
Nasdaq National Market.
RESULTS OF OPERATIONS
The Company has previously experienced intermittent disruptions in its
Russian markets and lower than expected prices for leg quarters and related
dark meat products. Although shipments to Russia are currently moving at
acceptable levels, such lower prices together with tariffs, custom
regulations and other increased costs associated with these exports have
diminished net returns. The Company is unable to predict when such returns
will improve. Further disruptions of shipments to or the temporary loss of
these markets could also result in inventory accumulations.
Sales for the third quarter of fiscal 1997 decreased 2.3% from the same
quarter of fiscal 1996. This decrease is largely attributable to the sale
of the Company's beef and pork further-processing operations during the
first quarter of fiscal 1997. Excluding sales related to these operations,
total sales for the third quarter of fiscal 1997 increased 2.4% over last
year's comparable sales for the same quarter. Consumer poultry sales
accounted for an increase of 2.2% of the total change in sales for the
third quarter of fiscal 1997 as compared to the same quarter of fiscal
1996. This increase was mainly due to a 2.5% increase in average sales
prices and a 0.3% increase in tonnage.
Mexican Original products and prepared foods sales as a group accounted for
an increase of 0.1% of the total change in sales for the third quarter of
fiscal 1997 as compared to the same quarter of fiscal 1996. This increase
was primarily due to a 2.3% increase in tonnage partially offset by a 0.1%
decrease in average sales prices. Seafood sales accounted for a decrease of
1.3% of the change in total sales for the third quarter of fiscal 1997 as
compared to the same quarter of fiscal 1996. This decrease was due to an
18.4% decrease in tonnage and a 9.0% decrease in average sales prices. 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. Sales of live swine, animal
foods, by-products, and other as a group accounted for an increase of 1.2%
of the change in total sales for the third quarter of fiscal 1997 as
compared to the same quarter of fiscal 1996.
Sales for the first nine months of fiscal 1997 decreased 1.5% from the same
period of fiscal 1996. This decrease is largely attributable to the sale of
the Company's beef and pork further-processing operations during the first
quarter of fiscal 1997 and the discontinuance of consolidation of Trasgo,
the Company's Mexican joint venture, at the end of the second quarter of
9
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TYSON FOODS, INC.
fiscal 1996. Excluding sales related to these operations, total sales for
the first nine months of fiscal 1997 increased 5.0% over last year's
comparable sales for the same period. This increase was largely due to
consumer poultry sales which accounted for an increase of 3.0% of the
change in total sales for the first nine months of fiscal 1997 as compared
to the same period of fiscal 1996. This increase in consumer poultry sales
was primarily due to an increase in average sales prices of 6.2% offset
somewhat by a decrease in tonnage of 2.2%.
Mexican Original products and prepared foods sales as a group accounted for
a decrease of 0.2% of the change in total sales for the first nine months
of fiscal 1997 as compared to the same period of fiscal 1996. This decrease
was primarily due to a 2.6% decrease in tonnage as well as a 1.7% decrease
in average sales prices. Seafood sales accounted for a decrease of 0.4% of
the change in total sales for the first nine months of fiscal 1997 as
compared to the same period of fiscal 1996. This decrease was due to a
10.8% decrease in average sales prices partially offset by a 2.1% increase
in tonnage. Sales of live swine, animal foods, by-products, and other as a
group accounted for an increase of 0.3% of the change in total sales for
the first nine months of fiscal 1997 as compared to the same period of last
year.
Cost of goods sold for the third quarter of fiscal 1997 decreased 5.4%
compared to the same quarter of fiscal 1996, which in part is attributable
to the sale of the Company's beef and pork further-processing operations.
Excluding cost of sales related to these operations, total cost of sales
for the third quarter of fiscal 1997 decreased 0.9% over last year's
comparable cost of sales for the same quarter. The cost of ingredients
used in feed for poultry and swine and the ingredients used in Mexican
Original operations during the third quarter of fiscal 1997 decreased in
comparison with the same quarter of last fiscal year. However, these costs
did not moderate as much as management had anticipated. As a percent of
sales, cost of sales was 83.2% for the third quarter of fiscal 1997
compared to 85.9% in the third quarter of fiscal 1996.
Cost of goods sold decreased 3.0% for the first nine months of fiscal 1997
compared to the same period of fiscal 1996, which in part is attributable
to the sale of the Company's beef and pork further-processing operations
and the discontinuance of consolidation of Trasgo. Excluding cost of sales
related to these operations, total cost of sales for the first nine months
of fiscal 1997 increased 3.4% over last year's comparable cost of sales for
the same period. This increase is mainly the result of the increase in
sales and significant increases in the cost of ingredients used in feed
for poultry and swine and the ingredients used in Mexican Original
operations during the first nine months of fiscal 1997. As a percent
of sales, cost of sales was 83.4% for the first nine months of fiscal 1997
compared to 84.8% in the same period of fiscal 1996.
Operating expenses decreased 2.8% for the third quarter of fiscal 1997 from
the same quarter of fiscal 1996. This decrease is mostly due to the sale of
the beef division assets in the first quarter of fiscal 1997. Selling
expense, as a percent of sales, decreased to 8.6% for the third quarter
of fiscal 1997 as compared to 8.7% for the third quarter of fiscal 1996.
10
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TYSON FOODS, INC.
General and administrative expense, as a percent of sales, was 1.6% in the
third quarter of fiscal 1997 compared to 1.5% in the same period last year.
Amortization expense, as a percent of sales, was 0.4% in the third quarter
of fiscal 1997 and 1996.
Operating expenses decreased 5.5% for the first nine months of fiscal 1997
from the same period of fiscal 1996. This decrease in expenses for the
first nine months is also due to the sale of the beef division assets in
the first quarter of fiscal 1997 and the discontinuance of consolidation of
Trasgo. Selling expense, as a percent of sales, decreased to 8.2% for the
first nine months of fiscal 1997 as compared to 8.6% for the same period of
fiscal 1996. General and administrative expense, as a percent of sales, was
1.6% in the first nine months of fiscal 1997 and 1996. Amortization expense
was 0.4% of sales in the first nine months of fiscal 1997 and 1996.
Interest expense decreased 14.6% for the third quarter of fiscal 1997
compared to the same quarter of fiscal 1996. The Company had a lower level
of borrowing which decreased the Company's average indebtedness by 12.9%
over the same period last year due to paying down debt with funds generated
from operations and proceeds from the sale of the beef division assets.
The weighted average interest rate of all Company debt increased to 6.9%
compared to 6.8% for the same period last year.
Interest expense decreased 17.6% in the first nine months of fiscal 1997
compared to the same period of fiscal 1996. The Company had a lower level
of borrowing which decreased the Company's average indebtedness by 11.3%
from the same period last year. The weighted average interest rate of all
Company debt decreased to 6.8% compared to 7.0% for the same period last
year.
Other income includes the $41.0 million pre-tax gain from the sale of the
beef division assets.
The effective income tax rate for the third quarter and first nine months
of fiscal 1997 was 37.0% and 45.6%, respectively, compared to 37.1% and 37%
for the same periods of fiscal 1996. The first nine months effective tax
rate was impacted by the taxes on the gain from the sale of the beef
division assets. Certain costs were allocated to the beef division which
are not deductible for tax purposes, resulting in a higher effective tax
rate. The 1996 effective tax rate included reduced state income taxes, and
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.
ENVIRONMENTAL MATTERS
The Company has a strong financial commitment to environmental matters.
During the first nine months of fiscal 1997 the Company invested
approximately $26.0 million in water quality facilities, including capital
outlays to build and upgrade facilities and day-to-day operations of waste-
water facilities.
11
<PAGE>
TYSON FOODS, INC.
CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE
PURPOSE OF "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995
The Company and its representatives may from time to time make written or
oral forward-looking statements with respect to their current views and
estimates of future economic circumstances, industry conditions, company
performance and financial results. These forward-looking statements are
subject to a number of factors and uncertainties which could cause the
Company's actual results and experiences to differ materially from the
anticipated results and expectations expressed in such forward-looking
statements. The Company wishes to caution readers not to place undue
reliance on any forward-looking statements, which speak only as of the date
made.
Among the factors that may affect the operating results of the Company are
the following: (i) fluctuations in the cost and availability of raw
materials, such as feed grain costs in relation to historical levels; (ii)
changes in the availability and relative costs of labor and contract
growers; (iii) market conditions for finished products, including the
supply and pricing of alternative proteins, all of which may impact the
Company's pricing power; (iv) effectiveness of advertising and marketing
programs; (v) the ability of the Company to make effective acquisitions and
successfully integrate newly acquired businesses into existing operations;
(vi) risks associated with leverage, including cost increases due to rising
interest rates; (vii) changes in regulations and laws, including changes in
accounting standards, environmental laws, occupational, health and safety
laws, and laws regulating fishing and seafood processing activities; (viii)
access to foreign markets together with foreign economic conditions,
including currency fluctuations; and (ix) the effect of, or changes in,
general economic conditions.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable
Item 2. Changes in Securities
On August 1, 1997, the Company acquired Mallard's Food Products, Inc.
("Mallard's") for a combination of Company Class A common stock and cash.
The Company issued 1,058,518 shares of Class A common stock and paid
$4,000,000 in cash to the Mallard's shareholders. The Company relied on the
exemption set forth in Section 4(2) of the Securities Act of 1933, as
amended (the "Act"), in issuing the shares without registration under the
Act. Mallard's, with annual sales of approximately $40 million, is the
nation's third largest producer of refrigerated gourmet pasta and sauce
products and has two processing plants located in Modesto, California.
Item 3. Defaults Upon Senior Securities
Not Applicable
12
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TYSON FOODS, INC.
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable
Item 5. Other Information
Not Applicable
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 28, 1997.
13
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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 3.2 to the Company's Annual Report on
Form 10-K for the fiscal year ended September 28, 1996,
Commission File No. 0-3400, and incorporated herein by
reference).
4(a) Amendment No. 2 to First Amended and Restated Credit 16-47
Agreement, dated as of May 23, 1997, 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
Westminster 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. 2 to Fourth Amended and Restated Credit 48-84
Agreement, dated as of May 23, 1997, 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
Westminster 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 85-86
27 Financial Data Schedule
14
<PAGE>
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 11, 1997 /s/ Wayne Britt
--------------- ------------------------------
Wayne Britt
Executive Vice President and
Chief Financial Officer
Date: August 11, 1997 /s/ James G. Ennis
--------------- ------------------------------
James G. Ennis
Vice President, Controller and
Chief Accounting Officer
15
<PAGE>
AMENDMENT NO. 2 TO FIRST AMENDED
AND RESTATED CREDIT AGREEMENT
This Amendment No. 2 to the First Amended and Restated Credit
Agreement (this "Amendment") is entered into as of May 23, 1997 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 (as heretofore amended, the "Credit
Agreement");
WHEREAS, the Borrower has requested the Banks to extend the final
maturity date provided in the Credit Agreement from May 23, 1997 to May 22,
1998 and the Banks are willing to extend such maturity date; and
WHEREAS, the Borrower has requested the Banks to agree to certain
other amendments to the provisions of the Credit Agreement, including the
rate of interest payable in respect of the Loans, and the Banks are willing
to agree to the request of the Borrower;
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. Amendments to Credit Agreement.
(a) 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 22, 1998."
(b) A new definition of the term "Net Income" is hereby added to the
defined terms contained in Section 1.01 of the Credit Agreement reading as
follows:
"'Net Income' means, for any period, the
consolidated net income (or loss) of the Borrower and its
consolidated Subsidiaries for such period (taken as a single
accounting period) determined in conformity with GAAP,
excluding (to the extent otherwise included therein) any
gains or losses, together with any related provision for
taxes, realized upon any sale of assets other than in the
ordinary course of business; provided, however, that there
shall be excluded therefrom the net income (or loss) of any
Person accrued prior to the date such Person becomes a
Subsidiary of the Borrower or is merged into or consolidated
with the Borrower or any of its Subsidiaries or such
Person's assets are acquired by the Borrower or any of its
Subsidiaries."
16
<PAGE>
(c) The definition of the term "Permitted Lien Basket" contained in
Section 1.01 of the Credit Agreement is hereby amended to read as follows:
"'Permitted Lien Basket' means 10% of the Total
Capitalization."
(d) The definition of the term "Permitted Disposition" contained in
Section 1.01 of the Credit Agreement is hereby amended to read as follows:
"'Permitted Disposition' means, any disposition
(except as otherwise permitted under Section 7.07) made by
the Borrower or any of its Subsidiaries of any of its assets
if the net income for the most recently completed four
fiscal quarters derived from the assets subject to such
disposition together with the net income for the most
recently completed four fiscal quarters derived from all
other assets sold or otherwise disposed of in the most
recently completed four fiscal quarters does not exceed 10%
of the Borrower's Net Income for the most recently completed
four fiscal quarters."
(e) Section 2.09(a) of the Credit Agreement is hereby amended to read
as follows:
"2.09 Interest.
(a) Subject to Section 2.10, each Committed Loan
shall bear interest, at the option of the Borrower as
follows,
(i) if such Committed Loan is a
Reference Rate Loan, at a rate per annum equal to the
Reference Rate; and
(ii) if such Committed Loan is a
Eurodollar Loan, at a rate per annum equal to the sum
of LIBOR plus .165%."
(f) Section 3.01(a)(i) of the Credit Agreement is hereby amended to
read as follows:
"3.01 Fees.
(a) (i) The Borrower agrees to pay to the
Agent for the account of each Bank a facility fee at a
rate per annum equal to .05% times such Bank's
Commitment (regardless of utilization)."
(g) (i) Clause (ii) of Section 7.01(h) of the Credit Agreement is
hereby amended by deleting the word "and" at the end thereof and the word
"and" is hereby added at the end of clause (iii) thereof.
(ii) A new clause (iv) is hereby added after clause (iii) of
Section 7.01(h) of the Credit Agreement reading as follows:
17
<PAGE>
"(iv) in addition to Liens permitted under clauses
(i) and (ii) above, Liens in connection with capital leases
entered into by the Borrower or any of its Subsidiaries in
connection with sale-leaseback transactions."
(iii) The proviso appearing immediately after new clause (iv) of
Section 7.01(h) of the Credit Agreement is hereby amended to read as
follows:
"provided, however, that the aggregate amount of
Indebtedness secured by all Liens referred to in clauses
(i), (ii), (iii) and (iv) of this paragraph (h) at any time
outstanding, together with the Indebtedness secured by Liens
permitted pursuant to paragraphs (i) and (l) below (and any
extensions, renewals and refinancings of such Indebtedness)
shall not, subject to the second proviso of paragraph (i)
below, at any time exceed the Permitted Lien Basket;"
Section 3. Reduction of Commitments; Additional Banks; Changes in
Commitments.
(a) The Borrower has notified the Agent that the Aggregate
Commitments will be reduced as of the effective date of this Amendment from
$500,000,000 to $250,000,000.
(b) Each of the Banks party to the Credit Agreement immediately prior
to the effective date of this Amendment hereby agrees that Banca di Roma -
Chicago Branch (the "Additional Bank"), by signing a counterpart of this
Amendment, will become a Bank party to the Credit Agreement for all
purposes thereof.
(c) The 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 the
Additional Bank in Schedule 1.01(a) to this Amendment.
(d) Each bank party to the Credit Agreement immediately prior to the
effective date of this Amendment whose name does not appear on the
signature pages hereof (each a "Withdrawing Bank") has consented to this
Amendment and confirmed that it has elected not to continue to be a party
to the Credit Agreement by delivering a letter in the form of Exhibit A (a
"Confirmation of Non-Participation").
(e) Each Bank agrees that after giving effect to the reduction of the
Aggregate Commitments, the addition of the Additional Bank, the withdrawal
of the Withdrawing Banks, and the adjustments in the Commitments of the
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.
(f) 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.
18
<PAGE>
Section 4. Representations and Warranties.
The Borrower represents and warrants that:
(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 Default has occurred and is
continuing; and (iii) there has occurred since September 30, 1996 no
Material Adverse Effect.
Section 5. Effectiveness.
(a) This Amendment shall become effective as of May 23, 1997 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;
(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; and
(iv) a Confirmation of Non-Participation from each Withdrawing
Bank.
(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.
19
<PAGE>
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.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Amendment as of the date first above written.
TYSON FOODS, INC.
By:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Agent
By:
Title:
BANCA DI ROMA - CHICAGO BRANCH
By:
Title:
By:
Title:
THE BANK OF NOVA SCOTIA
By:
Title:
THE BANK OF TOKYO-MITSUBISHI, LTD.
HOUSTON AGENCY
By:
Title:
THE BANK OF YOKOHAMA, LTD.,
NEW YORK BRANCH
By:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By:
Title:
20
<PAGE>
CAISSE NATIONALE DE CREDIT AGRICOLE
By:
Title:
THE CHASE MANHATTAN BANK
By:
Title:
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND"
NEW YORK BRANCH
By:
Title:
By:
Title:
THE DAI-ICHI KANGYO BANK, LTD.
By:
Title:
DEUTSCHE BANK AG
NEW YORK BRANCH AND/OR
CAYMAN ISLANDS BRANCH
By:
Title:
By:
Title:
FIRST AMERICAN NATIONAL BANK
By:
Title:
THE FIRST NATIONAL BANK
OF CHICAGO
By:
Title:
THE FUJI BANK, LIMITED,
HOUSTON AGENCY
By:
Title:
21
<PAGE>
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
ATLANTA AGENCY
By:
Title:
ISTITUTO BANCARIO SAN PAOLO
DI TORINO SPA
By:
Title:
By:
Title:
THE LONG-TERM CREDIT BANK
OF JAPAN, LIMITED
By:
Title:
THE MITSUI TRUST AND BANKING COMPANY,
LIMITED
By:
Title:
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By:
Title:
NATIONSBANK OF TEXAS, N.A.
By:
Title:
ROYAL BANK OF CANADA
By:
Title:
THE SAKURA BANK, LIMITED
By:
Title:
THE SANWA BANK, LIMITED,
DALLAS AGENCY
By:
Title:
22
<PAGE>
SOCIETE GENERALE, SOUTHWEST AGENCY
By:
Title:
THE SUMITOMO BANK, LIMITED
By:
Title:
SUNTRUST BANK, ATLANTA
By:
Title:
By:
Title:
THE TOKAI BANK, LIMITED -
NEW YORK BRANCH
By:
Title:
23
<PAGE>
SCHEDULE 1.01(a)
COMMITMENTS; PERCENTAGE SHARES
Bank Commitment Percentage
Bank of America National $ 32,000,000.00 12.800000000%
Trust and Savings
Association
The Chase Manhattan Bank 15,900,000.00 6.360000000%
Cooperatieve Centrale 15,900,000.00 6.360000000%
Raiffeisen-Boerenleenbank
B.A., "Rabobank Nederland"
New York Branch
Morgan Guaranty Trust 15,900,000.00 6.360000000%
Company of New York
Nationsbank of Texas, N.A. 15,900,000.00 6.360000000%
Societe Generale, 15,900,000.00 6.360000000%
Southwest Agency
The Bank of Tokyo- 14,000,000.00 5.600000000%
Mitsubishi, Ltd. Houston
Agency
Royal Bank of Canada 14,000,000.00 5.600000000%
Caisse Nationale de Credit 10,000,000.00 4.000000000%
Agricole
The Dai-Ichi Kangyo Bank, 10,000,000.00 4.000000000%
Ltd.
The First National Bank of 10,000,000.00 4.000000000%
Chicago
The Fuji Bank, Limited, 8,000,000.00 3.200000000%
Houston Agency
The Sanwa Bank, Limited, 7,000,000.00 2.800000000%
Dallas Agency
SunTrust Bank, Atlanta 6,000,000.00 2.400000000%
The Industrial Bank of 5,500,000.00 2.200000000%
Japan, Limited, Atlanta
Agency
Banca di Roma - Chicago 5,000,000.00 2.000000000%
Branch
The Bank of Nova Scotia 5,000,000.00 2.000000000%
The Bank of Yokohoma, Ltd., 5,000,000.00 2.000000000%
New York Branch
Deutsche Bank AG 5,000,000.00 2.000000000%
New York Branch and/or
Cayman Islands Branch
First American National 5,000,000.00 2.000000000%
Bank
Istituto Bancario San Paolo 5,000,000.00 2.000000000%
di Torino SpA
The Long-Term Credit Bank 5,000,000.00 2.000000000%
of Japan, Limited, New York
Branch
The Sakura Bank, Limited 5,000,000.00 2.000000000%
The Sumitomo Bank, Limited 5,000,000.00 2.000000000%
The Tokai Bank, Limited - 5,000,000.00 2.000000000%
New York Branch
The Mitsui Trust and
Banking Company, Limited 4,000,000.00 1.600000000%
TOTAL $250,000,000.00 100.00000000%
24
<PAGE>
SCHEDULE 1.01(b)
LENDING OFFICES; ADDRESS FOR NOTICES; PAYMENT INSTRUCTIONS
BANCA DI ROMA - CHICAGO BRANCH
Domestic Lending Office Eurodollar Lending Office
BANCA DI ROMA - CHICAGO BRANCH Same
225 West Washington, Suite 1200
Chicago, IL 60606
Telephone: (312) 704-2630
Facsimile: (312) 726-3058
Attention: Ms. Aurora Pensa
Address for Notices
Same as Above
Telephone: (312) 704-2603
Facsimile: (312) 726-3058
Attention: Ms. Enza Geraci
Payment Instructions
Name of Bank where funds are to be transferred:
First National Bank of Chicago
Chicago, Illinois
ABA No.: 071-0000-13
Name of Account: Banca di Roma - Chicago Branch
Account Number: 15-05866
25
<PAGE>
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
Domestic Lending Office Eurodollar Lending Office
BANK OF AMERICA Same
231 S. LaSalle Street
Chicago, IL 60697
Telephone: (312) 828-6574
Facsimile: (312) 974-9626
Attention: Tony Bradley
with copy to:
Pamela K. Rodgers
Telephone: (713) 651-4880
Facsimile: (713) 651-4841
Address for Notices
Bank of America National Trust
and Savings Association
333 Clay Street, Suite 4550
Houston, TX 77002
Telephone: (713) 651-4906
Facsimile: (713) 651-4841
Attention: Michael J. Dillon
Managing Director
Payment Instructions
ABA # 071000039
Bank of America Illinois
Chicago, Illinois 60697
Attention: Tony Bradley
Account # 47-0321
Reference: Tyson Foods, Inc.
26
<PAGE>
THE BANK OF NOVA SCOTIA
Domestic Lending Office Eurodollar Lending Office
THE BANK OF NOVA SCOTIA Same
600 Peachtree Street N.E.
Atlanta, GA 30308
Telephone: (404) 877-1565
Facsimile: (404) 888-8998
Attention: Robert Ahern
Address for Notices
Same as Above
with copy to:
The Bank of Nova Scotia
1100 Louisiana, Suite 3000
Houston, TX 77002
Telephone: (713) 759-3443
Facsimile: (713) 752-2425
Attention: Paul Gonin
Payment Instructions
Via FED Wire/Corr. Bank: The Bank of Nova Scotia
New York, NY
ABA #: 026002532
In Favor of: Atlanta Agency
A/C #: 0606634
Ref: Tyson Foods, Inc.
27
<PAGE>
THE BANK OF TOKYO-MITSUBISHI, LTD.
HOUSTON AGENCY
Domestic Lending Office Eurodollar Lending Office
THE BANK OF TOKYO-MITSUBISHI, LTD., Same
HOUSTON AGENCY
1100 Louisiana Street
Suite 2800
Houston, TX 77002
Telephone: (713) 655-3807
Facsimile: (713) 658-0116
Attention: Mike Innes
Address for Notices
Same as Above
Telephone: (713) 655-3806
Facsimile: (713) 658-0116
Attention: Jill Ilski
Payment Instructions
Pay to The Bank of Tokyo-Mitsubishi, Ltd.,
New York Branch
Via CHIPS ABA No. 0963, BTM Houston CHIPS UID
No. 251015 or, via FED ABA No. 026009632 for
crediting to The Bank of Tokyo-Mitsubishi, Ltd.,
Houston Agency, A/C No. 30001710
28
<PAGE>
THE BANK OF YOKOHAMA, LTD., NEW YORK BRANCH
Domestic Lending Office Eurodollar Lending Office
THE BANK OF YOKOHAMA, LTD., Same
NEW YORK BRANCH
One World trade Center
Suite 8067
New York, NY 10048-0039
Telephone: (212) 775-1700
Facsimile: (212) 938-5450
Attention: William A. Lucy
Address for Notices
Same as Above
Telephone: (212) 775-1700
Facsimile: (212) 938-5450
Attention: Joanne Mastoras
Payment Instructions
Via FED Wire/Corr. Bank: Chase Manhattan
City/State: New York, NY
ABA#: 021-000-021
In favor of: BoY, Ltd., NY
A/C#: 544-7-74477
Attn: Loan Administration
Re: Tyson
29
<PAGE>
CAISSE NATIONALE DE CREDIT AGRICOLE
Domestic Lending Office Eurodollar Lending Office
CAISSE NATIONALE DE CREDIT AGRICOLE Same
55 East Monroe Street
Suite 4700
Chicago, IL 60603
Telephone: (312) 917-7442
Facsimile: (312) 372-3455
Attention: Robert K. Hughes
Address for Notices
Same as Above
Telephone: (312) 917-7428
Facsimile: (312) 372-4421
Attention: Laura Schmuck
Payment Instructions
Via FED Wire/Corr. Bank: Morgan Guaranty Trust Company
City/State: New York, New York
ABA #: 021000238
In favor of: CNCA Chicago Branch
A/C #: 63000205
Ref: Tyson Foods
30
<PAGE>
THE CHASE MANHATTAN BANK
Domestic Lending Office Eurodollar Lending Office
THE CHASE MANHATTAN BANK Same
270 Park Avenue
10th Floor
New York, NY 10017
Telephone: (212) 270-5659
Facsimile: (212) 270-5120
Attention: Karen M. Sharf
Address for Notices
Same as Above
Telephone: (212) 552-7319
Facsimile: (212) 552-7500
Attention: Joseph Brusco
Payment Instructions
Via FED Wire/Corr. Bank: Chase Manhattan Bank
ABA #: 021000021
Attention: John Knapp, Commercial Loan Dept.
Ref: Tyson Foods
31
<PAGE>
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.
"RABOBANK NEDERLAND" NEW YORK BRANCH
Domestic Lending Office Eurodollar Lending Office
COOPERATIEVE CENTRALE RAIFFEISEN- Same
BOERENLEENBANK B.A. "RABOBANK
NEDERLAND" NEW YORK BRANCH
245 Park Avenue
New York, NY 10167
Telephone: (212) 916-7928
Facsimile: (212) 916-7930
Attention: Brenda Lyew
Address for Notices
Same as Above
Telephone: (212) 916-7928
Facsimile: (212) 916-7930
Attention: Brenda Lyew
Payment Instructions
Via FED Wire/Corr. Bank: Bank of New York
City/State: New York, NY
ABA#: 021 000 018
In favor of : Rabobank Nederland
A/C#: 802 6002 533
Attn: Corporate Services
Ref: Tyson Foods, Inc.
32
<PAGE>
THE DAI-ICHI KANGYO BANK, LTD.
Domestic Lending Office Eurodollar Lending Office
THE DAI-ICHI KANGYO BANK, LTD. Same
1 World Trade Center
Suite 4911
New York, NY 10048
Telephone: (212) 432-6639
Facsimile: (212) 912-1879
Attention: Frank Bertelle
Address for Notices
Same as Above
Telephone: (212) 432-6643
Facsimile: (212) 432-8887
Attention: Tina Brucculeri
Payment Instructions
Dai-Ichi Kangyo Bank, New York
Fedwire ABA No.: 026004307
Attn: Loan Admin. Asst. General Manager
Ref/Name of Account: (Tyson Foods)
Dept. CFD I
A/C No: N/A
33
<PAGE>
DEUTSCHE BANK AG
NEW YORK BRANCH AND/OR
CAYMAN ISLANDS BRANCH
Domestic Lending Office Eurodollar Lending Office
DEUTSCHE BANK AG
NEW YORK BRANCH CAYMAN ISLANDS BRANCH
31 W. 52nd Street C/O NEW YORK BRANCH
New York, New York 10019 Same
Telephone: (212) 469-4091
Facsimile: (212) 469-4138/4139
Attention: Noble Samuel
Address for Notices
Same as Above
Telephone: (212) 469-4091
Facsimile: (212) 469-4138/4139
Attention: Noble Samuel
Payment Instructions
Deutsch Bank AG
New York Branch
ABA 026003780
Ref: "Tyson principal and/or interest" (as applicable)
or "Tyson fees"
34
<PAGE>
FIRST AMERICAN NATIONAL BANK
Domestic Lending Office Eurodollar Lending Office
FIRST AMERICAN NATIONAL BANK Same
6000 Poplar Ave., Suite 300
Memphis, TN 38119
Telephone: (901) 762-5671
Facsimile: (901) 762-6556
Attention: Elizabeth H. Vaughn
Sr. Vice President
Address for Notices
Same as Above
Telephone: (615) 748-2464
Facsimile: (615) 748-2184
Attention: Trish Reavis
Payment Instructions
Via FED Wire/Corr. Bank: First American National Bank
Nashville, TN
ABA# 064000017
In Favor of: Tyson Foods, Inc.
A/C# 1002295498
Remarks: Call Trish Reavis at (615) 748-2184 upon receipt
35
<PAGE>
THE FIRST NATIONAL BANK OF CHICAGO
Domestic Lending Office Eurodollar Lending Office
THE FIRST NATIONAL BANK OF CHICAGO Same
One First National Plaza
Chicago, IL 60670
Telephone: (312) 732-7894
Facsimile: (312) 732-5296
Attention: Kathleen Comella
Address for Notices
Same as Above
Telephone: (312) 732-5219
Facsimile: (312) 732-4840
Attention: Mattie Reed
Payment Instructions
Via FED Wire/Corr. Bank: The First National Bank of Chicago
Chicago, Il
ABA# 071000013
In Favor Of: Tyson
A/C# 7521-7653
36
<PAGE>
THE FUJI BANK, LIMITED,
HOUSTON AGENCY
Domestic Lending Office Eurodollar Lending Office
THE FUJI BANK, LIMITED,
HOUSTON AGENCY
1221 McKinney Street
Suite 4100
Houston, TX 77010
Telephone: (713) 650-7851
Facsimile: (713) 759-0048
Attention: Greg Parten
Address for Notices
Same as Above
Telephone: (713) 650-2823
Facsimile: (713) 951-0590
Attention: Frances Flores
Payment Instructions
Via FED Wire/Corr. Bank: Texas Commerce Bank, N.A.
City/State: Houston, TX
ABA#: 113000609
A/C#: 0010-197-3098
Attn: Loan Administration
In favor of: The Fuji Bank, Ltd. - Houston Agency
37
<PAGE>
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
ATLANTA AGENCY
Domestic Lending Office Eurodollar Lending Office
THE INDUSTRIAL BANK OF JAPAN, Same
LIMITED, ATLANTA AGENCY
One Ninety One Peachtree Tower,
Suite 3600
191 Peachtree Street N.E.
Atlanta, GA 30303-1757
Telephone: (404) 420-3329
Facsimile: (404) 524-8509
Attention: Bill LaDuca, Officer
Address for Notices
Same as Above
Telephone: (404) 420-3307
Facsimile: (404) 577-6818
Attention: Tracy Tull
Payment Instructions
The Industrial Bank of Japan, Limited,
New York Branch
ABA Number 026008345
For further credit to:
IBJ Atlanta Agency
A/C Number 2601-21014
Reference: Tyson Foods
38
<PAGE>
ISTITUTO BANCARIO SAN PAOLO DI TORINO SPA
Domestic Lending Office Eurodollar Lending Office
ISTITUTO BANCARIO SAN PAOLO Same
DI TORINO SPA
245 Park Avenue
New York, NY 10167
Telephone: (212) 692-3160
Facsimile: (212) 599-5303
Attention: Robert Wurster
Address for Notices
Same as Above
Telephone: (212) 692-3016
Facsimile: (212) 599-5303
Attention: Glen Binder
Payment Instructions
Via FED Wire/Corr. Bank: First Chicago International
of New York, New York
ABA#: 026-009-797
In favor of: San Paolo NY
A/C# 1002209
Attention: Glen Binder
39
<PAGE>
THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED,
NEW YORK BRANCH
Domestic Lending Office Eurodollar Lending Office
THE LONG-TERM CREDIT BANK OF JAPAN, Same
LIMITED, NEW YORK BRANCH
165 Broadway, 49th Floor
New York, NY 10006
Telephone: (212) 335-4553
Facsimile: (212) 608-2371
Attention: Ms. Maria Araujo Goncalves
Address for Notices
Same as Above
Telephone: (212) 335-4801
Facsimile: (212) 608-3452
Attention: Mr. R. Pacifici
with copy to:
The Long Term Credit Bank of Japan
Dallas Representative Office
2200 Ross Ave., Suite 4700 West
Dallas, Texas 75201
Telephone: (214) 969-5352
Facsimile: (214) 969-5357
Attention: Mr. R. Bruce Frey
Payment Instructions
Pay to: Chase Manhattan Bank, NY
ABA#: 021000021
For Account of: The Long-Term Credit Bank of Japan, Ltd.
New York Branch
Account Number: 544-7-75066
Attention: Mr. Robert Pacifici
Reference: Tyson Foods, Inc.
40
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THE MITSUI TRUST AND BANKING COMPANY, LIMITED
Domestic Lending Office Eurodollar Lending Office
THE MITSUI TRUST AND BANKING Same
COMPANY, LIMITED
1251 Avenue of the Americas, 39th Floor
New York, New York 10020
Administrative Contact
Telephone: (212) 790-5429
Facsimile: (212) 790-5435
Attention: Diane Boscarino
Address for Notices
Same as Above
Telephone: (212) 790-5352
Facsimile: (212) 768-9044/768-3100
Attention: Ed Simnor
Payment Instructions
Via FED Wire/Corr. Bank: Acount with Chase Manhattan Bank
New York, NY
ABA # 021000021
In Favor Of: Mitsui Trust
A/C # 544-7-75007
Remarks: Re: Tyson Foods
41
<PAGE>
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
Domestic Lending Office Eurodollar Lending Office
MORGAN GUARANTY TRUST COMPANY OF NEW YORK Same
60 Wall Street
New York, New York 10260-0060
Telephone: (212) 648-7078
Facsimile: (212) 648-5336
Attention: Christopher Kunhardt, Vice President
Address for Notices
500 Stanton Christiana Road
c/o J/P. Morgan Services
P. O. Box 6070
Newark, Delaware 19713-2107
Telephone: (302) 634-1857
Facsimile: (302) 634-4061
Attention: Beth Cesari
Payment Instructions
U.S. Dollars
For Libor and Base Rate loans and all fees
Morgan Guaranty Trust Company of New York
New York, New York
ABA #021000238
For Credit to: Loan Department
A/C #999-99-090
Attention: Module 0002
Reference: Tyson Foods, Inc.
For Base Rate loans principal and interest
Morgan Guaranty Trust Company of New York,
New York, New York
ABA# 021000238
For Credit to: JPMD
A/C: 001-39-968
Attn: LFD
Reference: Tyson Foods, Inc.
42
<PAGE>
NATIONSBANK OF TEXAS, N.A.
Domestic Lending Office Eurodollar Lending Office
NATIONSBANK OF TEXAS, N.A. Same
901 Main Street
Dallas, Texas 75202
Telephone: (214) 508-0280
Facsimile: (214) 508-0980
Attention: Suzanne B. Smith
Address for Notices
Same as Above
Telephone: (214) 508-1228
Facsimile: (214) 508-0944
Attention: Cynthia Amador
Payment Instructions
Via FED Wire/Corr. Bank: NationsBank of Texas, N.A.
Dallas, Texas
ABA# 111000025
A/C# 129-2000883
Ref.: Tyson Foods, Inc.
ROYAL BANK OF CANADA
Domestic Lending Office Eurodollar Lending Office
Financial Square Same
24th Floor
New York, NY 10005-3531
Telephone: (212) 428-6418
Facsimile: (212) 428-6459
Attention: David A. Barsalou
Address for Notices
Same as Above
Telephone: (212) 428-6332
Facsimile: (212) 428-2372
Attention: Karene Murphy
Loan Administrator
Payment Instructions
Destination Bank: Chase Manhattan Bank, New York
ABA# of: (021000021)
Name of Account: Royal Bank of Canada, New York
Account#: (920-1-033363)
43
<PAGE>
THE SAKURA BANK, LIMITED
Domestic Lending Office Eurodollar Lending Office
THE SAKURA BANK, LIMITED Same
277 Park Avenue, 45th Floor
New York, NY 10172
Telephone: (212) 756-6767
Facsimile: (212) 888-7651
Attention: Ken Oshima
Addresses for Notices
Same as Above
Telephone: (212) 756-6788
Facsimile: (212) 644-9565
Attention: Patricia L. Walsh
Payment Instructions
Name of Bank where funds are to be transferred:
Morgan Guaranty Trust Company - New York
ABA#: 0210-0023-8
Name of Account: The Sakura Bank, Limited - New York Branch
A/C#: 631-22-624
THE SANWA BANK, LIMITED,
DALLAS AGENCY
Domestic Lending Office Eurodollar Lending Office
THE SANWA BANK, LIMITED, Same
DALLAS AGENCY
2200 Ross Avenue
4100 W. Texas Commerce Tower
Dallas, TX 75201
Telephone: (214) 665-0222
Facsimile: (214) 953-0963
Attention: Robert Smith
Address for Notices
Same as Above
Telephone: (214) 665-0229
Facsimile: (214) 741-6535
Attention: Gregory Crowe
Payment Instructions
Via FED Wire/Corr. Bank: The Sanwa Bank, Limited, New York Branch
City/State: New York, NY
ABA# 026009823
In favor of: Sanwa Bank Dallas
Ref.: Tyson Foods, Inc.
44
<PAGE>
SOCIETE GENERALE, SOUTHWEST AGENCY
Domestic Lending Office Eurodollar Lending Office
SOCIETE GENERALE,
SOUTHWEST AGENCY
2001 Ross Avenue Same
Suite 4800
Dallas, TX 75201
Telephone: (214) 979-2762
Facsimile: (214) 979-1104
Attention: Louis P. Laville, III
Address for Notices
Same as Above
Telephone: (214) 979-2743
Facsimile: (214) 754-0171
Attention: Molly Franklin
Payment Instructions
Vis FED Wire/Corr. Bank: Societe Generale
City/State: New York, NY
ABA#: 026004226
In favor of: Tyson Foods, Inc.
A/C#: 9001611
THE SUMITOMO BANK, LIMITED
Domestic Lending Office Eurodollar Lending Office
THE SUMITOMO BANK, LIMITED Same
277 Park Avenue
New York, NY 10172
Telephone: (212) 224-4132
Facsimile: (212) 224-4537
Attention: Jessica Cueto
Address for Notices
Same as Above
Telephone: (212) 224-4132
Facsimile: (212) 224-4537
Attention: Jessica Cueto
Payment Instructions
Morgan Guaranty Trust Company of New York
Account Number: 631-28-256 (The Sumitomo Bank, Ltd.)
Routing Transit/ABA No: 021000238
Attention: Loan Operations
45
<PAGE>
SUNTRUST BANK, ATLANTA
Domestic Lending Office Eurodollar Lending Office
SUNTRUST BANK, ATLANTA
25 Park Place Same
25th Floor
Atlanta, GA 30303
Telephone: (404) 658-4237
Facsimile: (404) 230-5305
Attention: Barbara Thomas
Address for Notices
25 Park Place
25th Floor
Atlanta, GA 30303
Telephone: (404) 827-6887
Facsimile: (404) 230-5305
Attention: Greg Cannon
Payment Instructions
Bank: Suntrust Bank, Atlanta
ABA#: 061000104
Wire Clearing
G/L Account: 9088000112
Ref: Tyson Foods (indicate fees, principal, interest, etc.)
Attn: Corporate Banking
Diane Grey - 230-5356
THE TOKAI BANK, LIMITED -
NEW YORK BRANCH
Domestic Lending Office Eurodollar Lending Office
THE TOKAI BANK, LIMITED Same
55 East 52nd Street
New York, NY 10055
Telephone: (212) 339-1117
Facsimile: (212) 754-2171
Attention: Stuart M. Schulman
Address for Notices
Same as Above
Telephone: (212) 339-1145
Facsimile: (212) 754-2171
Attention: Eva Cordova
Payment Instructions
Name of Bank: The Tokai Bank, Limited, New York Branch
City, State: New York, NY
FED Wire ABA#: 026-00-4747
For further credit to: A/C of ourselves
Attention: Loan Administration
Reference: Tyson Foods, Inc. Revolving Credit Facility
46
<PAGE>
EXHIBIT A
CONFIRMATION OF NON-PARTICIPATION
We refer to the First Amended and Restated Credit Agreement (the
"Credit Agreement") dated as of May 26, 1995 among TYSON FOODS, INC. (the
"Borrower"), the banks party thereto, and Bank of America National Trust
and Savings Association, as Agent (the "Agent"). The Credit Agreement is
being amended by Amendment No. 2 thereto dated as of May 23, 1997 (the
"Amendment").
We confirm that our institution will not participate in the Credit
Agreement upon the effective date of the Amendment. We herewith consent to
the Amendment solely on condition that our existing Commitment under the
Credit Agreement will terminate on May 23, 1997 and that all fees and other
amounts owed to our institution under the Credit Agreement will be paid in
full.
[Name of Withdrawing Bank]
By: __________________________
Title: _______________________
47
<PAGE>
AMENDMENT NO. 2 TO FOURTH AMENDED
AND RESTATED CREDIT AGREEMENT
This Amendment No. 2 to the Fourth Amended and Restated Credit
Agreement (this "Amendment") is entered into as of May 23, 1997 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 (as heretofore amended, the "Credit
Agreement");
WHEREAS, the Borrower has requested the Banks to extend the final
maturity date provided in the Credit Agreement from May 31, 2001 to May 31,
2002 and the Banks are willing to extend such maturity date; and
WHEREAS, the Borrower has requested the Banks to agree to certain
other amendments to the provisions of the Credit Agreement, including the
rate of interest payable in respect of the Loans, and the Banks are willing
to agree to the request of the Borrower;
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. Amendments to Credit Agreement.
(a) 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, 2002."
(b) A new definition of the term "Net Income" is hereby added to the
defined terms contained in Section 1.01 of the Credit Agreement reading as
follows:
"'Net Income' means, for any period, the
consolidated net income (or loss) of the Borrower and its
consolidated Subsidiaries for such period (taken as a single
accounting period) determined in conformity with GAAP,
excluding (to the extent otherwise included therein) any
gains or losses, together with any related provision for
taxes, realized upon any sale of assets other than in the
ordinary course of business; provided, however, that there
shall be excluded therefrom the net income (or loss) of any
Person accrued prior to the date such Person becomes a
Subsidiary of the Borrower or is merged into or consolidated
with the Borrower or any of its Subsidiaries or such
Person's assets are acquired by the Borrower or any of its
Subsidiaries."
48
<PAGE>
(c) The definition of the term "Permitted Lien Basket" contained in
Section 1.01 of the Credit Agreement is hereby amended to read as follows:
"'Permitted Lien Basket' means 10% of the Total
Capitalization."
(d) The definition of the term "Permitted Disposition" contained in
Section 1.01 of the Credit Agreement is hereby amended to read as follows:
"'Permitted Disposition' means, any disposition
(except as otherwise permitted under Section 7.07) made by
the Borrower or any of its Subsidiaries of any of its assets
if the net income for the most recently completed four
fiscal quarters derived from the assets subject to such
disposition together with the net income for the most
recently completed four fiscal quarters derived from all
other assets sold or otherwise disposed of in the most
recently completed four fiscal quarters does not exceed 10%
of the Borrower's Net Income for the most recently completed
four fiscal quarters."
(e) Section 2.09(a) of the Credit Agreement is hereby amended to read
as follows:
"2.09 Interest.
(a) Subject to Section 2.10, each Committed Loan
shall bear interest, at the option of the Borrower as
follows,
(i) if such Committed Loan is a
Reference Rate Loan, at a rate per annum equal to the
Reference Rate; and
(ii) if such Committed Loan is a
Eurodollar Loan, at a rate per annum equal to the sum
of LIBOR plus the applicable margin set forth below:
Debt Rating Applicable Margin
Level I Status .12%
Level II Status .145%
Level III Status .18%
Level IV Status .21%
Level V Status .26%
Level VI Status .30%."
(f) Section 3.01(a)(i) of the Credit Agreement is hereby amended to
read as follows:
"3.01 Fees.
(a) (i) The Borrower agrees to pay to the
Agent for the account of each Bank a facility fee equal
to the percentage per annum set forth below times such
Bank's Commitment (regardless of utilization):
49
<PAGE>
Debt Rating Facility Fee
Level I Status .06%
Level II Status .07%
Level III Status .08%
Level IV Status .11%
Level V Status .125%
Level VI Status .18%"
(g) (i) Clause (ii) of Section 7.01(h) of the Credit Agreement is
hereby amended by deleting the word "and" at the end thereof and the word
"and" is hereby added at the end of clause (iii) thereof.
(ii) A new clause (iv) is hereby added after clause (iii) of
Section 7.01(h) of the Credit Agreement reading as follows:
"(iv) in addition to Liens permitted under clauses
(i) and (ii) above, Liens in connection with capital leases
entered into by the Borrower or any of its Subsidiaries in
connection with sale-leaseback transactions."
(iii) The proviso appearing immediately after new clause (iv) of
Section 7.01(h) of the Credit Agreement is hereby amended to read as
follows:
"provided, however, that the aggregate amount of
Indebtedness secured by all Liens referred to in clauses
(i), (ii), (iii) and (iv) of this paragraph (h) at any time
outstanding, together with the Indebtedness secured by Liens
permitted pursuant to paragraphs (i) and (l) below (and any
extensions, renewals and refinancings of such Indebtedness)
shall not, subject to the second proviso of paragraph (i)
below, at any time exceed the Permitted Lien Basket;"
Section 3. Additional Bank; Changes in Commitments.
(a) Each of the Banks party to the Credit Agreement immediately prior
to the effective date of this Amendment hereby agrees that Banca di Roma -
Chicago Branch (the "Additional Bank"), by signing a counterpart of this
Amendment, will become a Bank party to the Credit Agreement for all
purposes thereof.
(b) The 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 the
Additional Bank in Schedule 1.01(a) to this Amendment.
(c) Each bank party to the Credit Agreement immediately prior to the
effective date of this Amendment whose name does not appear on the
signature pages hereof (each a "Withdrawing Bank") has consented to this
Amendment and confirmed that it has elected not to continue to be a party
to the Credit Agreement by delivering a letter in the form of Exhibit A (a
"Confirmation of Non-Participation").
50
<PAGE>
(d) Each Bank agrees that after giving effect to the addition of the
Additional Bank, the withdrawal of the Withdrawing 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.
(e) 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:
(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 Default has occurred and is
continuing; and (iii) there has occurred since September 30, 1996 no
Material Adverse Effect.
Section 5. Effectiveness.
(a) This Amendment shall become effective as of May 23, 1997 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;
(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; and
(iv) a Confirmation of Non-Participation from each Withdrawing
Bank.
(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.
51
<PAGE>
(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.
52
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Amendment as of the date first above written.
TYSON FOODS, INC.
By:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Agent
By:
Title:
BANCA DI ROMA - CHICAGO BRANCH
By:
Title:
By:
Title:
THE BANK OF NOVA SCOTIA
By:
Title:
THE BANK OF TOKYO-MITSUBISHI, LTD.
HOUSTON AGENCY
By:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By:
Title:
THE BANK OF YOKOHAMA, LTD.,
NEW YORK BRANCH
By:
Title:
CAISSE NATIONALE DE CREDIT AGRICOLE
By:
Title:
53
<PAGE>
THE CHASE MANHATTAN BANK
By:
Title:
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND"
NEW YORK BRANCH
By:
Title:
By:
Title:
THE DAI-ICHI KANGYO BANK, LTD.
By:
Title:
DEUTSCHE BANK AG
NEW YORK BRANCH AND/OR
CAYMAN ISLANDS BRANCH
By:
Title:
By:
Title:
FIRST AMERICAN NATIONAL BANK
By:
Title:
THE FIRST NATIONAL BANK
OF CHICAGO
By:
Title:
THE FUJI BANK, LIMITED,
HOUSTON AGENCY
By:
Title:
54
<PAGE>
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
ATLANTA AGENCY
By:
Title:
ISTITUTO BANCARIO SAN PAOLO
DI TORINO SPA
By:
Title:
By:
Title:
THE LONG-TERM CREDIT BANK
OF JAPAN, LIMITED
By:
Title:
THE MITSUI TRUST AND BANKING COMPANY,
LIMITED-NEW YORK BRANCH
By:
Title:
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By:
Title:
NATIONSBANK OF TEXAS, N.A.
By:
Title:
ROYAL BANK OF CANADA
By:
Title:
55
<PAGE>
THE SAKURA BANK, LIMITED
By:
Title:
THE SANWA BANK, LIMITED,
DALLAS AGENCY
By:
Title:
SOCIETE GENERALE, SOUTHWEST AGENCY
By:
Title:
THE SUMITOMO BANK, LIMITED
By:
Title:
SUNTRUST BANK, ATLANTA
By:
Title:
By:
Title:
THE TOKAI BANK, LIMITED -
NEW YORK BRANCH
By:
Title:
56
<PAGE>
SCHEDULE 1.01(a)
COMMITMENTS; PERCENTAGE SHARES
Bank Commitment Percentage
Bank of America National $128,000,000.00 12.800000000%
Trust and Savings
Association
The Chase Manhattan Bank 63,600,000.00 6.360000000%
Cooperatieve Centrale 63,600,000.00 6.360000000%
Raiffeisen-Boerenleenbank
B.A., "Rabobank Nederland"
New York Branch
Nationsbank of Texas, N.A. 63,600,000.00 6.360000000%
Morgan Guaranty Trust 63,600,000.00 6.360000000%
Company of New York
Societe Generale, 63,600,000.00 6.360000000%
Southwest Agency
The Bank of Tokyo- 56,000,000.00 5.600000000%
Mitsubishi, Ltd. Houston
Agency
Royal Bank of Canada 56,000,000.00 5.600000000%
Caisse Nationale de Credit 40,000,000.00 4.000000000%
Agricole
The Dai-Ichi Kangyo Bank, 40,000,000.00 4.000000000%
Ltd.
The First National Bank of 40,000,000.00 4.000000000%
Chicago
The Fuji Bank, Limited, 32,000,000.00 3.200000000%
Houston Agency
The Sanwa Bank, Limited, 28,000,000.00 2.800000000%
Dallas Agency
SunTrust Bank, Atlanta 24,000,000.00 2.400000000%
The Industrial Bank of 22,000,000.00 2.200000000%
Japan, Limited, Atlanta
Agency
Banca di Roma - Chicago 20,000,000.00 2.000000000%
Branch
The Bank of Nova Scotia 20,000,000.00 2.000000000%
The Bank of Yokohoma, Ltd., 20,000,000.00 2.000000000%
New York Branch
Deutsche Bank AG 20,000,000.00 2.000000000%
New York Branch and/or
Cayman Islands Branch
First American National 20,000,000.00 2.000000000%
Bank
Istituto Bancario San Paolo 20,000,000.00 2.000000000%
di Torino SpA
The Long-Term Credit Bank 20,000,000.00 2.000000000%
of Japan, Limited, New York
Branch
The Sakura Bank, Limited 20,000,000.00 2.000000000%
The Sumitomo Bank, Limited 20,000,000.00 2.000000000%
The Tokai Bank, Limited - 20,000,000.00 2.000000000%
New York Branch
The Mitsui Trust and
Banking Company, Limited 16,000,000.00 1.600000000%
TOTAL $1,000,000,000.00 100.00000000%
57
<PAGE>
SCHEDULE 1.01(b)
LENDING OFFICES; ADDRESS FOR NOTICES; PAYMENT INSTRUCTIONS
BANCA DI ROMA - CHICAGO BRANCH
Domestic Lending Office Eurodollar Lending Office
BANCA DI ROMA - CHICAGO BRANCH Same
225 West Washington, Suite 1200
Chicago, IL 60606
Telephone: (312) 704-2630
Facsimile: (312) 726-3058
Attention: Ms. Aurora Pensa
Address for Notices
Same as Above
Telephone: (312) 704-2603
Facsimile: (312) 726-3058
Attention: Ms. Enza Geraci
Payment Instructions
Name of Bank where funds are to be transferred:
First National Bank of Chicago
Chicago, Illinois
ABA No.: 071-0000-13
Name of Account: Banca di Roma - Chicago Branch
Account Number: 15-05866
58
<PAGE>
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
Domestic Lending Office Eurodollar Lending Office
BANK OF AMERICA Same
231 S. LaSalle Street
Chicago, IL 60697
Telephone: (312) 828-6574
Facsimile: (312) 974-9626
Attention: Tony Bradley
with copy to:
Pamela K. Rodgers
Telephone: (713) 651-4880
Facsimile: (713) 651-4841
Address for Notices
Bank of America National Trust
and Savings Association
333 Clay Street, Suite 4550
Houston, TX 77002
Telephone: (713) 651-4906
Facsimile: (713) 651-4841
Attention: Michael J. Dillon
Managing Director
Payment Instructions
ABA # 071000039
Bank of America Illinois
Chicago, Illinois 60697
Attention: Tony Bradley
Account # 47-0321
Reference: Tyson Foods, Inc.
59
<PAGE>
THE BANK OF NOVA SCOTIA
Domestic Lending Office Eurodollar Lending Office
THE BANK OF NOVA SCOTIA Same
600 Peachtree Street N.E.
Atlanta, GA 30308
Telephone: (404) 877-1565
Facsimile: (404) 888-8998
Attention: Robert Ahern
Address for Notices
Same as Above
with copy to:
The Bank of Nova Scotia
1100 Louisiana, Suite 3000
Houston, TX 77002
Telephone: (713) 759-3443
Facsimile: (713) 752-2425
Attention: Paul Gonin
Payment Instructions
Via FED Wire/Corr. Bank: The Bank of Nova Scotia
New York, NY
ABA #: 026002532
In Favor of: Atlanta Agency
A/C #: 0606634
Ref: Tyson Foods, Inc.
60
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THE BANK OF TOKYO-MITSUBISHI, LTD.
HOUSTON AGENCY
Domestic Lending Office Eurodollar Lending Office
THE BANK OF TOKYO-MITSUBISHI, LTD., Same
HOUSTON AGENCY
1100 Louisiana Street
Suite 2800
Houston, TX 77002
Telephone: (713) 655-3807
Facsimile: (713) 658-0116
Attention: Mike Innes
Address for Notices
Same as Above
Telephone: (713) 655-3806
Facsimile: (713) 658-0116
Attention: Jill Ilski
Payment Instructions
Pay to The Bank of Tokyo-Mitsubishi, Ltd.,
New York Branch
Via CHIPS ABA No. 0963, BTM Houston CHIPS UID
No. 251015 or, via FED ABA No. 026009632 for
crediting to The Bank of Tokyo-Mitsubishi, Ltd.,
Houston Agency, A/C No. 30001710
61
<PAGE>
THE BANK OF YOKOHAMA, LTD., NEW YORK BRANCH
Domestic Lending Office Eurodollar Lending Office
THE BANK OF YOKOHAMA, LTD., Same
NEW YORK BRANCH
One World trade Center
Suite 8067
New York, NY 10048-0039
Telephone: (212) 775-1700
Facsimile: (212) 938-5450
Attention: William A. Lucy
Address for Notices
Same as Above
Telephone: (212) 775-1700
Facsimile: (212) 938-5450
Attention: Joanne Mastoras
Payment Instructions
Via FED Wire/Corr. Bank: Chase Manhattan
City/State: New York, NY
ABA#: 021-000-021
In favor of: BoY, Ltd., NY
A/C#: 544-7-74477
Attn: Loan Administration
Re: Tyson
62
<PAGE>
CAISSE NATIONALE DE CREDIT AGRICOLE
Domestic Lending Office Eurodollar Lending Office
CAISSE NATIONALE DE CREDIT AGRICOLE Same
55 East Monroe Street
Suite 4700
Chicago, IL 60603
Telephone: (312) 917-7442
Facsimile: (312) 372-3455
Attention: Robert K. Hughes
Address for Notices
Same as Above'
Telephone: (312) 917-7428
Facsimile: (312) 372-4421
Attention: Laura Schmuck
Payment Instructions
Via FED Wire/Corr. Bank: Morgan Guaranty Trust Company
City/State: New York, New York
ABA #: 021000238
In favor of: CNCA Chicago Branch
A/C #: 63000205
Ref: Tyson Foods
63
<PAGE>
THE CHASE MANHATTAN BANK
Domestic Lending Office Eurodollar Lending Office
THE CHASE MANHATTAN BANK Same
270 Park Avenue
10th Floor
New York, NY 10017
Telephone: (212) 270-5659
Facsimile: (212) 270-5120
Attention: Karen M. Sharf
Address for Notices
Same as Above
Telephone: (212) 552-7319
Facsimile: (212) 552-7500
Attention: Joseph Brusco
Payment Instructions
Via FED Wire/Corr. Bank: Chase Manhattan Bank
ABA #: 021000021
Attention: John Knapp, Commercial Loan Dept.
Ref: Tyson Foods
64
<PAGE>
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.
"RABOBANK NEDERLAND" NEW YORK BRANCH
Domestic Lending Office Eurodollar Lending Office
COOPERATIEVE CENTRALE RAIFFEISEN- Same
BOERENLEENBANK B.A. "RABOBANK
NEDERLAND" NEW YORK BRANCH
245 Park Avenue
New York, NY 10167
Telephone: (212) 916-7928
Facsimile: (212) 916-7930
Attention: Brenda Lyew
Address for Notices
Same as Above
Telephone: (212) 916-7928
Facsimile: (212) 916-7930
Attention: Brenda Lyew
Payment Instructions
Via FED Wire/Corr. Bank: Bank of New York
City/State: New York, NY
ABA#: 021 000 018
In favor of : Rabobank Nederland
A/C#: 802 6002 533
Attn: Corporate Services
Ref: Tyson Foods, Inc.
65
<PAGE>
THE DAI-ICHI KANGYO BANK, LTD.
Domestic Lending Office Eurodollar Lending Office
THE DAI-ICHI KANGYO BANK, LTD. Same
1 World Trade Center
Suite 4911
New York, NY 10048
Telephone: (212) 432-6639
Facsimile: (212) 912-1879
Attention: Frank Bertelle
Address for Notices
Same as Above
Telephone: (212) 432-6643
Facsimile: (212) 432-8887
Attention: Tina Brucculeri
Payment Instructions
Dai-Ichi Kangyo Bank, New York
Fedwire ABA No.: 026004307
Attn: Loan Admin. Asst. General Manager
Ref/Name of Account: (Tyson Foods)
Dept. CFD I
A/C No: N/A
66
<PAGE>
DEUTSCHE BANK AG
NEW YORK BRANCH AND/OR
CAYMAN ISLANDS BRANCH
Domestic Lending Office Eurodollar Lending Office
DEUTSCHE BANK AG
NEW YORK BRANCH CAYMAN ISLANDS BRANCH
31 W. 52nd Street C/O NEW YORK BRANCH
New York, New York 10019 Same
Telephone: (212) 469-4091
Facsimile: (212) 469-4138/4139
Attention: Noble Samuel
Address for Notices
Same as Above
Telephone: (212) 469-4091
Facsimile: (212) 469-4138/4139
Attention: Noble Samuel
Payment Instructions
Deutsch Bank AG
New York Branch
ABA 026003780
Ref: "Tyson principal and/or interest" (as applicable)
or "Tyson fees"
67
<PAGE>
FIRST AMERICAN NATIONAL BANK
Domestic Lending Office Eurodollar Lending Office
FIRST AMERICAN NATIONAL BANK Same
6000 Poplar Ave., Suite 300
Memphis, TN 38119
Telephone: (901) 762-5671
Facsimile: (901) 762-6556
Attention: Elizabeth H. Vaughn
Sr. Vice President
Address for Notices
Same as Above
Telephone: (615) 748-2464
Facsimile: (615) 748-2184
Attention: Trish Reavis
Payment Instructions
Via FED Wire/Corr. Bank: First American National Bank
Nashville, TN
ABA# 064000017
In Favor of: Tyson Foods, Inc.
A/C# 1002295498
Remarks: Call Trish Reavis at (615) 748-2184 upon receipt
68
<PAGE>
THE FIRST NATIONAL BANK OF CHICAGO
Domestic Lending Office Eurodollar Lending Office
THE FIRST NATIONAL BANK OF CHICAGO Same
One First National Plaza
Chicago, IL 60670
Telephone: (312) 732-7894
Facsimile: (312) 732-5296
Attention: Kathleen Comella
Address for Notices
Same as Above
Telephone: (312) 732-5219
Facsimile: (312) 732-4840
Attention: Mattie Reed
Payment Instructions
Via FED Wire/Corr. Bank: The First National Bank of Chicago
Chicago, Il
ABA# 071000013
In Favor Of: Tyson
A/C# 7521-7653
69
<PAGE>
THE FUJI BANK, LIMITED,
HOUSTON AGENCY
Domestic Lending Office Eurodollar Lending Office
THE FUJI BANK, LIMITED,
HOUSTON AGENCY
1221 McKinney Street
Suite 4100
Houston, TX 77010
Telephone: (713) 650-7851
Facsimile: (713) 759-0048
Attention: Greg Parten
Address for Notices
Same as Above
Telephone: (713) 650-2823
Facsimile: (713) 951-0590
Attention: Frances Flores
Payment Instructions
Via FED Wire/Corr. Bank: Texas Commerce Bank, N.A.
City/State: Houston, TX
ABA#: 113000609
A/C#: 0010-197-3098
Attn: Loan Administration
In favor of: The Fuji Bank, Ltd. - Houston Agency
70
<PAGE>
THE INDUSTRIAL BANK OF JAPAN, LIMITED,
ATLANTA AGENCY
Domestic Lending Office Eurodollar Lending Office
THE INDUSTRIAL BANK OF JAPAN, Same
LIMITED, ATLANTA AGENCY
One Ninety One Peachtree Tower,
Suite 3600
191 Peachtree Street N.E.
Atlanta, GA 30303-1757
Telephone: (404) 420-3329
Facsimile: (404) 524-8509
Attention: Bill LaDuca, Officer
Address for Notices
Same as Above
Telephone: (404) 420-3307
Facsimile: (404) 577-6818
Attention: Tracy Tull
Payment Instructions
The Industrial Bank of Japan, Limited,
New York Branch
ABA Number 026008345
For further credit to:
IBJ Atlanta Agency
A/C Number 2601-21014
Reference: Tyson Foods
71
<PAGE>
ISTITUTO BANCARIO SAN PAOLO DI TORINO SPA
Domestic Lending Office Eurodollar Lending Office
ISTITUTO BANCARIO SAN PAOLO Same
DI TORINO SPA
245 Park Avenue
New York, NY 10167
Telephone: (212) 692-3160
Facsimile: (212) 599-5303
Attention: Robert Wurster
Address for Notices
Same as Above
Telephone: (212) 692-3016
Facsimile: (212) 599-5303
Attention: Glen Binder
Payment Instructions
Via FED Wire/Corr. Bank: First Chicago International
of New York, New York
ABA#: 026-009-797
In favor of: San Paolo NY
A/C# 1002209
Attention: Glen Binder
72
<PAGE>
THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED,
NEW YORK BRANCH
Domestic Lending Office Eurodollar Lending Office
THE LONG-TERM CREDIT BANK OF JAPAN, Same
LIMITED, NEW YORK BRANCH
165 Broadway, 49th Floor
New York, NY 10006
Telephone: (212) 335-4553
Facsimile: (212) 608-2371
Attention: Ms. Maria Araujo Goncalves
Address for Notices
Same as Above
Telephone: (212) 335-4801
Facsimile: (212) 608-3452
Attention: Mr. R. Pacifici
with copy to:
The Long Term Credit Bank of Japan
Dallas Representative Office
2200 Ross Ave., Suite 4700 West
Dallas, Texas 75201
Telephone: (214) 969-5352
Facsimile: (214) 969-5357
Attention: Mr. R. Bruce Frey
Payment Instructions
Pay to: Chase Manhattan Bank, NY
ABA#: 021000021
For Account of: The Long-Term Credit Bank of Japan, Ltd.
New York Branch
Account Number: 544-7-75066
Attention: Mr. Robert Pacifici
Reference: Tyson Foods, Inc.
73
<PAGE>
THE MITSUI TRUST AND BANKING COMPANY, LIMITED
Domestic Lending Office Eurodollar Lending Office
THE MITSUI TRUST AND BANKING Same
COMPANY, LIMITED
1251 Avenue of the Americas, 39th Floor
New York, New York 10020
Administrative Contact
Telephone: (212) 790-5429
Facsimile: (212) 790-5435
Attention: Diane Boscarino
Address for Notices
Same as Above
Telephone: (212) 790-5352
Facsimile: (212) 768-9044/768-3100
Attention: Ed Simnor
Payment Instructions
Via FED Wire/Corr. Bank: Acount with Chase Manhattan Bank
New York, NY
ABA # 021000021
In Favor Of: Mitsui Trust
A/C # 544-7-75007
Remarks: Re: Tyson Foods
74
<PAGE>
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
Domestic Lending Office Eurodollar Lending Office
MORGAN GUARANTY TRUST COMPANY OF NEW YORK Same
60 Wall Street
New York, New York 10260-0060
Telephone: (212) 648-7078
Facsimile: (212) 648-5336
Attention: Christopher Kunhardt, Vice President
Address for Notices
500 Stanton Christiana Road
c/o J/P. Morgan Services
P. O. Box 6070
Newark, Delaware 19713-2107
Telephone: (302) 634-1857
Facsimile: (302) 634-4061
Attention: Beth Cesari
Payment Instructions
U.S. Dollars
For Libor and Base Rate loans and all fees
Morgan Guaranty Trust Company of New York
New York, New York
ABA #021000238
For Credit to: Loan Department
A/C #999-99-090
Attention: Module 0002
Reference: Tyson Foods, Inc.
For Base Rate loans principal and interest
Morgan Guaranty Trust Company of New York,
New York, New York
ABA# 021000238
For Credit to: JPMD
A/C: 001-39-968
Attn: LFD
Reference: Tyson Foods, Inc.
75
<PAGE>
NATIONSBANK OF TEXAS, N.A.
Domestic Lending Office Eurodollar Lending Office
NATIONSBANK OF TEXAS, N.A. Same
901 Main Street
Dallas, Texas 75202
Telephone: (214) 508-0280
Facsimile: (214) 508-0980
Attention: Suzanne B. Smith
Address for Notices
Same as Above
Telephone: (214) 508-1228
Facsimile: (214) 508-0944
Attention: Cynthia Amador
Payment Instructions
Via FED Wire/Corr. Bank: NationsBank of Texas, N.A.
Dallas, Texas
ABA# 111000025
A/C# 129-2000883
Ref.: Tyson Foods, Inc.
76
<PAGE>
ROYAL BANK OF CANADA
Domestic Lending Office Eurodollar Lending Office
Financial Square Same
24th Floor
New York, NY 10005-3531
Telephone: (212) 428-6418
Facsimile: (212) 428-6459
Attention: David A. Barsalou
Address for Notices
Same as Above
Telephone: (212) 428-6332
Facsimile: (212) 428-2372
Attention: Karene Murphy
Loan Administrator
Payment Instructions
Destination Bank: Chase Manhattan Bank, New York
ABA# of: (021000021)
Name of Account: Royal Bank of Canada, New York
Accout#: (920-1-033363)
77
<PAGE>
THE SAKURA BANK, LIMITED
Domestic Lending Office Eurodollar Lending Office
THE SAKURA BANK, LIMITED Same
277 Park Avenue, 45th Floor
New York, NY 10172
Telephone: (212) 756-6767
Facsimile: (212) 888-7651
Attention: Ken Oshima
Addresses for Notices
Same as Above
Telephone: (212) 756-6788
Facsimile: (212) 644-9565
Attention: Patricia L. Walsh
Payment Instructions
Name of Bank where funds are to be transferred:
Morgan Guaranty Trust Company - New York
ABA#: 0210-0023-8
Name of Account: The Sakura Bank, Limited - New York Branch
A/C#: 631-22-624
78
<PAGE>
THE SANWA BANK, LIMITED,
DALLAS AGENCY
Domestic Lending Office Eurodollar Lending Office
THE SANWA BANK, LIMITED, Same
DALLAS AGENCY
2200 Ross Avenue
4100 W. Texas Commerce Tower
Dallas, TX 75201
Telephone: (214) 665-0222
Facsimile: (214) 953-0963
Attention: Robert Smith
Address for Notices
Same as Above
Telephone: (214) 665-0229
Facsimile: (214) 741-6535
Attention: Gregory Crowe
Payment Instructions
Via FED Wire/Corr. Bank: The Sanwa Bank, Limited,
New York Branch
City/State: New York, NY
ABA# 026009823
In favor of: Sanwa Bank Dallas
Ref.: Tyson Foods, Inc.
79
<PAGE>
SOCIETE GENERALE, SOUTHWEST AGENCY
Domestic Lending Office Eurodollar Lending Office
SOCIETE GENERALE,
SOUTHWEST AGENCY
2001 Ross Avenue Same
Suite 4800
Dallas, TX 75201
Telephone: (214) 979-2762
Facsimile: (214) 979-1104
Attention: Louis P. Laville, III
Address for Notices
Same as Above
Telephone: (214) 979-2743
Facsimile: (214) 754-0171
Attention: Molly Franklin
Payment Instructions
Vis FED Wire/Corr. Bank: Societe Generale
City/State: New York, NY
ABA#: 026004226
In favor of: Tyson Foods, Inc.
A/C#: 9001611
80
<PAGE>
THE SUMITOMO BANK, LIMITED
Domestic Lending Office Eurodollar Lending Office
THE SUMITOMO BANK, LIMITED Same
277 Park Avenue
New York, NY 10172
Telephone: (212) 224-4132
Facsimile: (212) 224-4537
Attention: Jessica Cueto
Address for Notices
Same as Above
Telephone: (212) 224-4132
Facsimile: (212) 224-4537
Attention: Jessica Cueto
Payment Instructions
Morgan Guaranty Trust Company of New York
Account Number: 631-28-256 (The Sumitomo Bank, Ltd.)
Routing Transit/ABA No: 021000238
Attention: Loan Operations
81
<PAGE>
SUNTRUST BANK, ATLANTA
Domestic Lending Office Eurodollar Lending Office
SUNTRUST BANK, ATLANTA
25 Park Place Same
25th Floor
Atlanta, GA 30303
Telephone: (404) 658-4237
Facsimile: (404) 230-5305
Attention: Barbara Thomas
Address for Notices
25 Park Place
25th Floor
Atlanta, GA 30303
Telephone: (404) 827-6887
Facsimile: (404) 230-5305
Attention: Greg Cannon
Payment Instructions
Bank: Suntrust Bank, Atlanta
ABA#: 061000104
Wire Clearing
G/L Account: 9088000112
Ref: Tyson Foods (indicate fees, principal, interest, etc.)
Attn: Corporate Banking
Diane Grey - 230-5356
82
<PAGE>
THE TOKAI BANK, LIMITED -
NEW YORK BRANCH
Domestic Lending Office Eurodollar Lending Office
THE TOKAI BANK, LIMITED Same
55 East 52nd Street
New York, NY 10055
Telephone: (212) 339-1117
Facsimile: (212) 754-2171
Attention: Stuart M. Schulman
Address for Notices
Same as Above
Telephone: (212) 339-1145
Facsimile: (212) 754-2171
Attention: Eva Cordova
Payment Instructions
Name of Bank: The Tokai Bank, Limited, New York Branch
City, State: New York, NY
FED Wire ABA#: 026-00-4747
For further credit to: A/C of ourselves
Attention: Loan Administration
Reference: Tyson Foods, Inc. Revolving Credit Facility
83
<PAGE>
EXHIBIT A
CONFIRMATION OF NON-PARTICIPATION
We refer to the Fourth Amended and Restated Credit Agreement (the
"Credit Agreement") dated as of May 26, 1995 among TYSON FOODS, INC. (the
"Borrower"), the banks party thereto, and Bank of America National Trust
and Savings Association, as Agent (the "Agent"). The Credit Agreement is
being amended by Amendment No. 2 thereto dated as of May 23, 1997 (the
"Amendment").
We confirm that our institution will not participate in the Credit
Agreement upon the effective date of the Amendment. We herewith consent to
the Amendment solely on condition that our existing Commitment under the
Credit Agreement will terminate on May 23, 1997 and that all fees and other
amounts owed to our institution under the Credit Agreement will be paid in
full.
[Name of Withdrawing Bank]
By: __________________________
Title: _______________________
84
<PAGE>
EXHIBIT 11
<TABLE>
<CAPTION>
TYSON FOODS, INC.
COMPUTATION OF EARNINGS PER SHARE
(In millions except per share data)
Quarter Ended
---------------------------
June 28, June 29,
1997 1996
---------------------------
<S> <C> <C>
Primary:
Average common shares outstanding
during the period 215.9 217.4
Net effect of dilutive stock
options based on the treasury
stock method using average
market price 1.6 .6
----- -----
Total common and common equivalent
shares outstanding 217.5 218.0
===== =====
Net income $45.2 $14.6
===== =====
Earnings per share $0.21 $0.07
===== =====
Fully Diluted:
Average common shares outstanding
during the period 215.9 217.4
Net effect of dilutive stock
options based on the treasury
stock method using the quarter-
end market price, if higher
than average market price 1.6 1.2
----- -----
Total common and common equivalent
shares outstanding 217.5 218.6
===== =====
Net income $45.2 $14.6
===== =====
Earnings per share $0.21 $0.07
===== =====
</TABLE>
85
<PAGE>
EXHIBIT 11
<TABLE>
<CAPTION>
TYSON FOODS, INC.
COMPUTATION OF EARNINGS PER SHARE
(In millions except per share data)
Nine Months Ended
---------------------------
June 28, June 29,
1997 1996
---------------------------
<S> <C> <C>
Primary:
Average common shares outstanding
during the period 216.7 217.4
Net effect of dilutive stock
options based on the treasury
stock method using average
market price 1.9 .6
----- -----
Total common and common equivalent
shares outstanding 218.6 218.0
====== =====
Net income $138.0 $72.3
====== =====
Earnings per share $0.63 $0.33
===== =====
Fully Diluted:
Average common shares outstanding
during the period 216.7 217.4
Net effect of dilutive stock
options based on the treasury
stock method using the quarter-
end market price, if higher
than average market price 2.1 1.0
----- -----
Total common and common equivalent
shares outstanding 218.8 218.4
====== =====
Net income $138.0 $72.3
====== =====
Earnings per share $0.63 $0.33
===== =====
</TABLE>
86
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
QUARTERLY FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 28, 1997 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-27-1997
<PERIOD-END> JUN-28-1997
<CASH> 38
<SECURITIES> 0
<RECEIVABLES> 539
<ALLOWANCES> 0
<INVENTORY> 1,000
<CURRENT-ASSETS> 1,619
<PP&E> 3,134
<DEPRECIATION> 1,223
<TOTAL-ASSETS> 4,420
<CURRENT-LIABILITIES> 706
<BONDS> 1,589
0
0
<COMMON> 22
<OTHER-SE> 1,603
<TOTAL-LIABILITY-AND-EQUITY> 4,420
<SALES> 4,693
<TOTAL-REVENUES> 4,693
<CGS> 3,915
<TOTAL-COSTS> 3,915
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 83
<INCOME-PRETAX> 254
<INCOME-TAX> 116
<INCOME-CONTINUING> 138
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 138
<EPS-PRIMARY> .63
<EPS-DILUTED> .63
</TABLE>
