<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2)
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 140.14a-11(c) or Section
240.14a-12
Tyson Foods, Inc.
(Name of Registrant as Specified in Its Charter)
Tyson Foods, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required.
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-
11.
(1) Title of each class of securities to which transaction applies:
_____________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_____________________________________________________________________
(3)Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
_____________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_____________________________________________________________________
(5) Total fee paid:
_____________________________________________________________________
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously paid:__________________________________________
(2) Form Schedule or Registration Statement No.:_____________________
(3) Filing Party:____________________________________________________
(4) Date Filed:______________________________________________________
<PAGE>
Tyson Foods, Inc.
2210 West Oaklawn Drive
Springdale, Arkansas 72762-6999
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
January 9, 1998
To the Shareholders of Tyson Foods, Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of Tyson
Foods, Inc., a Delaware corporation (the "Company"), will be held at the
Walton Arts Center, 495 West Dickson Street, Fayetteville, Arkansas, on
Friday, January 9, 1998, at 10:00 a.m., local time, for the following
purposes:
1. To elect eleven members to the Board of Directors.
2. To consider and act upon such other business as may properly come
before the Annual Meeting or any adjournments or postponements thereof.
Only shareholders of record at the close of business on November 17, 1997,
will be entitled to vote at the Annual Meeting and any adjournments or
postponements thereof. A list of shareholders entitled to vote at the
Annual Meeting will be maintained during the ten-day period preceding the
meeting at the office of the Company's General Counsel, 3422 N. College,
Suite 3, Fayetteville, Arkansas 72703.
The Company's Proxy Statement is submitted herewith. The Annual Report for
the fiscal year ended September 27, 1997, is being mailed to shareholders
together with this Notice and Proxy Statement.
By Order of the Board of Directors
Mary Rush
Secretary
Springdale, Arkansas
December 9, 1997
YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO DATE, SIGN AND PROMPTLY
RETURN YOUR PROXY SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR
WISHES. THE GIVING OF SUCH PROXY DOES NOT AFFECT YOUR RIGHT TO REVOKE IT
LATER OR VOTE YOUR SHARES IN PERSON IN THE EVENT YOU SHOULD ATTEND THE
MEETING.
<PAGE>
Tyson Foods, Inc.
2210 West Oaklawn Drive
Springdale, Arkansas 72762-6999
PROXY STATEMENT
For
ANNUAL MEETING OF SHAREHOLDERS
On January 9, 1998
SOLICITATION AND REVOCATION OF PROXY
The enclosed proxy is solicited on behalf of the Board of Directors of
Tyson Foods, Inc., a Delaware corporation (the "Company"). It is for use
only at the Annual Meeting of Shareholders to be held at the Walton Arts
Center, 495 West Dickson Street, Fayetteville, Arkansas, on Friday, January
9, 1998, at 10:00 a.m., local time, and any adjournments or postponements
thereof.
Any shareholder executing a proxy retains the right to revoke it at any
time prior to exercise at the Annual Meeting. A proxy may be revoked by
delivery of written notice of revocation to the Secretary of the Company,
by execution and delivery of a later proxy or by voting the shares in
person at the Annual Meeting. If not revoked, all shares represented by
properly executed proxies will be voted as specified therein.
This proxy material is first being mailed to shareholders on or about
December 9, 1997.
OUTSTANDING STOCK AND VOTING RIGHTS
As of September 27, 1997, the outstanding shares of the Company's capital
stock consisted of 110,774,912 shares of Class A Common Stock and
102,670,113 shares of Class B Common Stock. The holders of record of the
shares of Class A Common Stock and Class B Common Stock outstanding on
November 17, 1997, will vote together as a single class on all matters
hereby submitted to shareholders and such other matters as may properly
come before the Annual Meeting and any adjournments or postponements
thereof. Each share of Class A Common Stock will entitle the holder to one
vote and each share of Class B Common Stock will entitle the holder to ten
votes on all such matters. The stock transfer books of the Company will not
be closed.
The enclosed form of proxy provides a method for shareholders to withhold
authority to vote for any one or more of the nominees for director while
granting authority to vote for the remaining nominees. The names of all
nominees are listed on the proxy card. If you wish to grant authority to
vote for all nominees, check the box marked "FOR." If you wish to withhold
authority to vote for all nominees, check the box marked "WITHHOLD." If you
wish your shares to be voted for some nominees and not for one or more of
the others, check the box marked "FOR" and indicate the name(s) of the
nominee(s) for whom you are withholding the authority to vote by listing
the name(s) of such nominee(s) in the space provided. If you checked the
box marked "WITHHOLD" your vote will be treated as an abstention and
accordingly your shares will neither be voted for nor against a director
but will be counted for quorum purposes. Broker "non-votes" are not
relevant to the determination of quorum or whether the proposal to elect
directors has been approved.
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information, as of
September 27, 1997, regarding the only persons known by the Company to
own, directly or indirectly, more than 5% of either of its two classes
of Common Stock:
==========================================================================
Name and Address of Number of Shares Percent
Beneficial Owner Title of Class Beneficially Owned of Class
==========================================================================
<S> <C> <C> <C>
Don Tyson and Class B Common Stock 102,598,560(1) 99.9
Tyson Limited Partnership
2210 W. Oaklawn Drive
Springdale, AR 72762-6999
Brinson Partners, Inc. Class A Common Stock 11,901,505(2) 10.7
209 South LaSalle
Chicago, IL 60604-1295
Invista Capital Class A Common Stock 6,798,880(3) 6.1
Management, Inc.
1500 Hub Tower
699 Walnut Street
Des Moines, IA 50309
INVESCO Capital Class A Common Stock 6,150,086(4) 5.6
Management, Inc.
1315 Peachtree Street, N.E.
Atlanta, GA 30309
</TABLE>
(1) Includes 750,000 shares of Class B Common Stock owned of record by Don
Tyson, Senior Chairman of the Board of the Company, and 101,848,560 shares
of Class B Common Stock owned of record by the Tyson Limited Partnership, a
Delaware limited partnership (the "Partnership"). Don Tyson has a 54.3123
combined percentage interest as a general and limited partner in the
Partnership and the Estate of Randal Tyson has a 45.0620 percentage
interest as a limited partner in the Partnership. Barbara A. Tyson, the
widow of Randal Tyson, has limited dispositive power with respect to, and
is the principal income beneficiary of, the Estate of Randal Tyson. Don
Tyson's adult children, including John H. Tyson, Vice Chairman of the Board
and Director of the Company, are contingent beneficiaries of such estate.
The managing general partner of the Partnership is Don Tyson. The other
general partners are Leland E. Tollett, Chairman of the Board and Chief
Executive Officer of the Company; Joe F. Starr, Director of the Company;
2
<PAGE>
John H. Tyson; James B. Blair, General Counsel to the Company; and Harry
C. Erwin, Jr. Don Tyson, as managing general partner, has the exclusive
right, subject to certain restrictions, to do all things on behalf of the
Partnership necessary to manage, conduct, control and operate the
Partnership's business, including the right to vote all shares or other
securities held by the Partnership, as well as the right to mortgage,
pledge, or grant security interests in any assets of the Partnership. The
Partnership terminates December 31, 2040. Additionally, the Partnership
may be dissolved upon the occurrence of certain events, including (i) a
written determination by the managing general partner that the projected
future revenues of the Partnership will be insufficient to enable payment
of costs and expenses, or that such future revenues will be such that
continued operation of the Partnership will not be in the best interest
of the partners, (ii) an election to dissolve the Partnership by the
managing general partner that is approved by the affirmative vote of a
majority in percentage interest of all general partners, and (iii) the
sale of all or substantially all of the Partnership's assets and
properties.
The withdrawal of the managing general partner or any other general partner
(unless such partner is the sole remaining general partner) will not cause
a dissolution of the Partnership. Upon dissolution of the Partnership, each
partner, including all limited partners, will receive in cash or otherwise,
after payment of creditors, loans from any partner, and return of capital
account balances, their respective percentage interests in the Partnership
assets. In addition to the above-listed shares of Class B Common Stock, the
Partnership also is the record owner of 350,000 shares of Class A Common
Stock of the Company.
(2) A report on Schedule 13G has been filed with the Securities and
Exchange Commission by Brinson Partners, Inc. ("Brinson Partners"). Brinson
Partners, a registered investment advisor, holds 11,901,505 shares of Class
A Common Stock and shares dispositive power with its parent holding
companies. The foregoing information has been included solely in reliance
upon, and without independent investigation of, the disclosures contained
in Brinson Partners' Schedule 13G.
(3) Based solely on information obtained from a Form 13F filed by Invista
Capital Management, Inc. ("Invista") with the Securities and Exchange
Commission in August 1997. The foregoing information has been included in
reliance on, and without independent investigation of, the disclosures
contained in Invista's Form 13F.
(4) Based solely on information obtained from a Form 13F filed by INVESCO
Capital Management, Inc. ("INVESCO") with the Securities and Exchange
Commission in November 1997. The foregoing information has been included in
reliance on, and without independent investigation of, the disclosures
contained in INVESCO's Form 13F.
3
<PAGE>
<TABLE>
<CAPTION>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information with respect to the beneficial
ownership of the Company's two classes of Common Stock, as of
September 27, 1997, by its directors, nominees for election as directors,
named executive officers and by all directors and executive officers as a
group:
=============================================================================
Shares of Percent of Shares of Percent of
Class A Outstanding Class B Outstanding
Common Stock Class A Common Stock Class B Aggregate
Name of Beneficially Common Beneficially Common Voting
Beneficial Owner Owned(1) Stock Owned(1) Stock Percentage
=============================================================================
<S> <C> <C> <C> <C> <C>
Don Tyson 554,924(2) 0.5 102,598,560(3) 99.9 90.2
Leland E. Tollett(4) 3,110,877 2.8 *
Joe F. Starr(4) 1,975,033(5) 1.8 *
Neely E. Cassady 1,226,862 1.1 *
Gerald M. Johnston 830,952 * *
Donald E. Wray 758,629 * *
John H. Tyson(4)(6) 291,252 * *
Wayne Britt 225,091 * *
Barbara A. Tyson(6) 156,615 * *
Greg W. Lee 116,089 * *
David S. Purtle 90,582 * *
Fred S. Vorsanger 51,000 * *
Lloyd V. Hackley 10,329 * *
Shelby D. Massey 5,778 * *
All Directors and Executive
Officers as a Group 9,708,495 8.8 102,598,560(3) 99.9 91.1
(20 persons)
</TABLE>
*Indicates ownership or aggregate voting percentage of less than 1%.
(1)Includes beneficial ownership of shares with respect to which voting or
investment power may be deemed to be directly or indirectly controlled.
Accordingly, the shares shown in the foregoing table include shares owned
directly, shares held in such person's accounts under the Company's
employee stock purchase plan and retirement savings plan, shares owned by
certain of the individual's family members and shares held by the
individual as a trustee or in a fiduciary or other similar capacity, unless
otherwise disclaimed and/or described below. Also includes shares subject
to presently exercisable options held by certain named individuals.
(2) Includes 350,000 shares of Class A Common Stock owned of record by the
Tyson Limited Partnership.
(3) Includes all shares of Class B Common Stock owned of record by the
Tyson Limited Partnership as described in Footnote 1 to the Principal
Shareholders table.
(4) Does not include any shares of Class A and Class B Common Stock owned
of record by the Tyson Limited Partnership of which Leland E. Tollett, Joe
F. Starr and John H. Tyson have a general partnership interest. See
Footnote 1 to the Principal Shareholders table.
4
<PAGE>
(5) Does not include 674,500 shares of Class A Common Stock held by the
Tyson Foundation, a nonprofit charitable organization. Mr. Starr is a
trustee of the Foundation and disclaims beneficial ownership of all such
shares.
(6) Does not include Class B Common Stock owned of record by the Tyson
Limited Partnership nor 704,469 shares of Class A Common Stock owned by the
Estate of Randal Tyson.
ELECTION OF DIRECTORS
The Company's Board of Directors for the ensuing year is currently set at
eleven members and may be fixed from time to time by or in the manner
provided in the Company's Amended and Restated Bylaws. Directors are
elected for a term of one year or until their successors are duly elected
and qualified. The following slate of eleven nominees has been chosen by
the Board of Directors, and the Board recommends that each be elected.
Don Tyson, Age 67; Senior Chairman of the Board of Directors of the
Company. Mr. Tyson served as Chairman of the Board until April 1995 at
which time he was named Senior Chairman. Mr. Tyson has been a director of
the Company since 1952. He served as Chief Executive Officer of the
Company until March 1991.
Leland E. Tollett, Age 60; Chairman and Chief Executive Officer of the
Company. Mr. Tollett was named Chairman of the Board in April 1995. He
served as Vice Chairman, President and Chief Executive Officer of the
Company since March 1991 and President and Chief Operating Officer from
1983 until 1991. He has been a director of the Company since 1984.
Joe F. Starr, Age 64; private investor. Mr. Starr served as a Vice
President of the Company until March 1996. Mr. Starr has served the Company
as a director since 1969.
John H. Tyson, Age 44; Vice Chairman of the Board of Directors of the
Company. Prior to being named Vice Chairman of the Board in January 1997,
Mr. Tyson served the Company as President, Beef and Pork Division and
Director of Governmental, Media and Public Relations. Mr. Tyson has also
served as Vice President and Director of Engineering/Environmental/Capital
Spending, as Vice President of Marketing/Corporate Accounts and as Special
Projects Manager. Mr. Tyson has been a director of the Company since 1984.
5
<PAGE>
Shelby D. Massey, Age 64; farmer and private investor. Mr. Massey served as
Senior Vice Chairman of the Board of Directors of the Company from 1985 to
1988. He has been a director of the Company since 1985.
Neely E. Cassady, Age 69; Chairman of the Board of Cassady Associates,
Inc., and served as an Arkansas State Senator from January 1983 through
1996. Mr. Cassady has been a director of the Company since 1974.
Fred S. Vorsanger, Age 69; private business consultant, Walton Arena
Manager and Vice President (Emeritus) of the University of Arkansas. He is
a director of McIlroy Bank & Trust Co. of Fayetteville and has served as
Mayor and director of the City of Fayetteville, Arkansas. Mr. Vorsanger
served as a Vice President of the University of Arkansas from 1968 until
1988. He has been a director of the Company since 1977.
Barbara A. Tyson, Age 48; Vice President of the Company. Ms. Tyson has
served in related capacities for the last five years and was previously a
Regional Sales Manager in the Foodservice Division. Ms. Tyson has been a
director of the Company since 1988.
Lloyd V. Hackley, Age 56; President and Chief Executive Officer, Lloyd V.
Hackley and Associates, Inc. Mr. Hackley was President, North Carolina
Community College System from 1995 to 1997 and Chancellor and Tenured
Professor of Political Science at the Fayetteville State University,
Fayetteville, North Carolina, from 1988 to 1995. Mr. Hackley has been a
director of the Company since 1992.
6
<PAGE>
Donald E. Wray, 60; President and Chief Operating Officer of the Company.
Mr. Wray was named President and Chief Operating Officer in April 1995
after serving as Chief Operating Officer since 1991, and Senior Vice
President, Sales and Marketing Division since 1985. Mr. Wray has been a
director of the Company since 1994.
Gerald M. Johnston, 55; private investor. Mr. Johnston was Executive Vice
President of Finance for the Company from 1981 to June 30, 1996, at which
time he resigned and became a consultant to the Company. Mr. Johnston has
been a director of the Company since 1996.
Each of the foregoing nominees is currently serving as a director of the
Company and was elected at the last Annual Meeting of Shareholders. John H.
Tyson is the son of Don Tyson. Barbara A. Tyson is the widow of Randal
Tyson, who was the brother of Don Tyson and uncle of John H. Tyson. There
are no other family relationships among the foregoing nominees. By reason
of their beneficial ownership of the Company's common stock, Don Tyson and
the Tyson Limited Partnership are deemed to be controlling persons of the
Company. None of the companies or organizations listed above is a parent,
subsidiary or affiliate of the Company.
On August 22, 1996, Don Tyson entered into a Stipulation and Consent with
the Securities and Exchange Commission ("SEC") pursuant to which Mr. Tyson,
without admitting or denying any wrongdoing, consented and agreed to the
entry of a Final Judgment permanently enjoining him from violating Section
10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder and
requiring the payment of a civil money penalty of $46,125. The Stipulation
and Consent was entered as a Final Judgment on October 8, 1996, by the
United States District Court for the Western District of Arkansas.
The Stipulation and Consent arose as a result of the SEC's investigation
of certain purchases and sales of common stock of Arctic Alaska Fisheries
Corporation by Fred Cameron, an acquaintance of Mr. Tyson, in June 1992.
Unless otherwise designated, the enclosed proxy will be voted for the
election of the foregoing eleven nominees as directors. To be elected as a
director, each nominee must receive the favorable vote of a majority of the
votes cast at the meeting. Shareholders are not entitled to cumulate voting
with respect to the election of directors. The Board of Directors does not
contemplate that any of the nominees will be unable to stand for election,
but should any nominee become unavailable for election, all proxies will be
voted for the election of a substitute nominated by the Board of Directors.
The Board of Directors (the "Board") does not have a standing nominating
committee. The Board nominates persons to be nominees for director and will
consider suggestions by shareholders for names of possible future nominees
delivered in writing to the Secretary of the Company on or before September
30 in any year. The Board has a compensation committee (the "Compensation
Committee") whose primary function is to oversee the administration of the
Company's employee benefit plans and establish the Company's compensation
policies. See "Report of Compensation Committee" contained herein. This
committee, comprised of Fred S. Vorsanger, Shelby D. Massey and Neely E.
Cassady held one telephonic meeting in addition to one regularly scheduled
meeting during fiscal 1997. The Compensation Committee has established a
special subcommittee (the "Compensation Subcommittee") thereof comprised of
Neely E. Cassady and Fred S. Vorsanger for the purpose of administering the
Company's performance-based compensation plans. The Compensation
Subcommittee held one telephonic meeting in addition to one regularly
scheduled meeting during fiscal 1997.
7
<PAGE>
The Board has an audit committee (the "Audit Committee") to assist it in
fulfilling its fiduciary responsibilities for the financial reporting of
the Company. Members of the Audit Committee during fiscal 1997 were Fred S.
Vorsanger, Neely E. Cassady and John H. Tyson. Mr. Tyson resigned from the
Audit Committee and Mr. Lloyd V. Hackley was appointed to the Audit
Committee subsequent to fiscal year-end. The Audit Committee met four times
during fiscal 1997.
The Board appointed a special committee (the "Special Committee") during
1997 for the purpose of overseeing and reviewing related party and other
special transactions between the Company and its directors, executive
officers or their affiliates. The Special Committee is comprised of Fred S.
Vorsanger, Lloyd V. Hackley, Shelby D. Massey and Neely E. Cassady. The
Special Committee held one telephonic meeting in addition to one regularly
scheduled meeting during fiscal 1997.
The Board held four regularly scheduled meetings and two telephonic
meetings in fiscal 1997. All current directors, other than Joe F. Starr,
attended at least 75% of the meetings. Mr. Starr was unable to attend the
two telephonic meetings.
8
<PAGE>
<TABLE>
<CAPTION>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following table shows all the cash compensation paid or to be paid by
the Company or any of its subsidiaries, as well as certain other
compensation paid or accrued, during the fiscal years indicated, to the
Senior Chairman, the Chairman and Chief Executive Officer, and the three
highest paid executive officers of the Company for such period in all
capacities in which they served:
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation Awards
------------------- -------------------------------
Name and Other Annual All Other
Principal Compensa- Options/ Compensa-
Position Year Salary Bonus tion SARs tion(2,3,4)
===========================================================================
<S> <C> <C> <C> <C> <C> <C>
Don Tyson
Senior Chairman of the Board
1997 $700,000 -0- $721,671(1) -0- $163,520
1996 720,000 -0- 979,839(1) -0- 51,120
1995 720,000 -0- 973,776(1) -0- 155,562
Leland E. Tollett,
Chairman and Chief Executive Officer
1997 $630,000 -0- N/A 300,000 $52,448
1996 607,500 -0- N/A -0- 43,132
1995 600,000 -0- N/A -0- 55,800
Donald E. Wray,
President and Chief Operating Officer
1997 $419,018 -0- N/A 150,000 $34,855
1996 398,869 -0- N/A 25,000 28,319
1995 379,688 -0- N/A -0- 31,907
David S. Purtle,
Executive V.P., Operations, Warehousing and Transportation
1997 $313,595 $81,250 N/A 52,500 $26,086
1996 294,062 -0- N/A 32,500 20,878
1995 278,438 -0- N/A 2,500 22,794
Wayne Britt,
Executive V.P., Finance and Chief Financial Officer
1997 $309,793 $81,250 N/A 60,000 $24,145
1996 246,250 -0- N/A 32,500 17,484
1995 216,250 -0- N/A 2,500 17,664
Greg W. Lee,
Executive V.P., Sales, Marketing, and Technical Services
1997 $309,793 $81,250 N/A 52,500 $25,763
1996 275,000 -0- N/A 32,500 19,525
1995 253,750 -0- N/A 2,500 18,017
</TABLE>
(1) In 1997, "Other Annual Compensation" for Mr. Tyson includes travel and
entertainment costs and amounts reimbursed for estimated income tax
liability related thereto of $414,817 and $288,859, respectively. In 1996,
"Other Annual Compensation" for Mr. Tyson includes travel and entertainment
costs and amounts reimbursed for estimated income tax liability related
thereto of $571,720 and $398,119, respectively. In 1995, "Other Annual
Compensation" for Mr. Tyson includes travel and entertainment costs and
amounts reimbursed for estimated income tax liability related thereto of
$566,046 and $380,245, respectively.
9
<PAGE>
(2) In 1997, "All Other Compensation" includes the following for Messrs.
Tyson, Tollett, Wray, Purtle, Britt and Lee: (i) Company matching
contributions to the Employee Stock Purchase Plan of $35,000; $31,500;
$20,951; $15,680; $14,539 and $15,490 for each named executive,
respectively; (ii) Company contributions to the Executive Savings Plan of
$17,120; $14,548; $7,504; $4,006; $3,205 and $3,873 on behalf of each named
executive, respectively; and (iii) Company contributions to the Retirement
Savings Plan of $6,400; $6,400; $6,400; $6,400; $6,400 and $6,400 on behalf
of each executive, respectively, to match a portion of 1997 pretax elective
deferral contributions (included under salary) made by each person to such
plans. Also includes $105,000, representing the dollar value benefit of
premium payments under split dollar life insurance policies on Mr. Tyson
for which the Company will be reimbursed for premiums paid.
(3) In 1996, "All Other Compensation" includes the following for Messrs.
Tyson, Tollett, Wray, Purtle, Britt and Lee: (i) Company matching
contributions to the Employee Stock Purchase Plan of $36,000; $30,375;
$19,943; $14,703; $12,313 and $13,750 for each named executive,
respectively; and (ii) Company contributions to the Executive Savings Plan
of $15,120; $12,758; $8,376; $6,175; $5,171 and $5,775 on behalf of each
named executive, respectively, to match a portion of 1996 pretax elective
deferral contributions (included under salary) made by each person to such
plans. There were no premium payments under split dollar life insurance
policies on Mr. Tyson in 1996.
(4) In 1995, "All Other Compensation" includes the following for Messrs.
Tyson, Tollett, Wray, Purtle, Britt and Lee: (i) Company matching
contributions to the Employee Stock Purchase Plan of $36,000; $30,000;
$18,984; $13,922; $10,813 and $12,688 for each named executive,
respectively; and (ii) Company contributions to the Executive Savings Plan
of $30,960; $25,800; $12,923; $8,872; $6,851 and $5,329 on behalf of each
named executive, respectively, to match a portion of 1995 pretax elective
deferral contributions (included under salary) made by each person to such
plans. Also includes $88,602, representing the dollar value benefit of
premium payments under split dollar life insurance policies on Mr. Tyson
for which the Company will be reimbursed for premiums paid.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table shows all individual grants of stock options to the
named executives during the fiscal year ended September 27, 1997.
Individual Grants Potential Realizable
================= Value at Assumed
Number of Annual Rates of
Securities Stock Price
Underlying % of Total Appreciation
Options/ Options/SARs Exercise for Option Term (2)
SARS Granted to or Base ------------------
Granted Employees Price Expiration
Name (1) In Fiscal Year ($/Sh) Date 5% 10%
- ---- --- -------------- ------ ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Don Tyson --- --- --- --- --- ---
Leland E. Tollett 300,000 8.3% $17.9167 10/03/06 $3,380,315 $8,566,382
Donald E. Wray 150,000 4.2% 17.9167 10/03/06 1,690,157 4,283,191
Wayne Britt 60,000 1.7% 17.9167 10/03/06 676,063 1,713,276
David S. Purtle 52,500 1.5% 17.9167 10/03/06 591,555 1,499,117
Greg W. Lee 52,500 1.5% 17.9167 10/03/06 591,555 1,499,117
</TABLE> 10
<PAGE>
(1) These shares were granted with respect to the Company's Class A Common
Stock for a ten-year period beginning as of October 3,
1996. The options do not qualify as "incentive stock options" under the
Internal Revenue Code. The exercise price of $17.9167 was the fair market
value of the Class A Common Stock on the date of the grant. Vesting at 20%
begins on October 3, 1999, the end of the third year, and continues at 20%
for each subsequent year until all shares are vested on October 3,
2004. Options not exercised expire on October 3, 2006. Unvested options are
forfeited upon termination of employment.
(2) As required by Securities and Exchange Commission rules and
regulations, potential realizable values are based on the assumption that
the Class A Common Stock price appreciates at the annual rates shown
compounded annually from the date of grant until the end of the ten-year
option term and is not intended to forecast appreciation in stock price.
Tyson's stock price at the end of the ten-year term based on a 5% annual
appreciation would be $29.18; and on a 10% annual appreciation would be $46.47.
OPTION/SAR EXERCISES AND HOLDINGS
The following table sets forth information with respect to the named
executives concerning unexercised options and SARs held as of the end of
the fiscal year.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/ Options/SARs
at FY-End at FY-End(1)
----------- ------------
Shares Unexercised
Acquired on Value Exer- Unexer- Exer- Unexer-
Name Exercise Realized cisable cisabl cisable cisable
- ---- ------------ -------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Don Tyson --- --- --- --- --- ---
Leland E. Tollett --- --- 7,500 311,250 $65,756 $1,679,874
Donald E. Wray --- --- 7,500 198,750 65,756 1,212,036
Wayne Britt --- --- 7,500 123,750 65,756 860,439
David S. Purtle --- --- 7,500 116,250 65,756 820,908
Greg W. Lee 3,750 $26,850 3,750 116,250 32,878 820,908
</TABLE>
(1) Amounts represent the market value ($23.19) less the exercise or base
price for all shares underlying unexercisable options as of
September 27, 1997.
Director Compensation
- ---------------------
Neely E. Cassady, Fred S. Vorsanger, Lloyd V. Hackley, Shelby D. Massey and
Joe F. Starr, outside directors serving on the Board, receive an annual
retainer of $25,000, while Don Tyson, Leland E. Tollett, John H. Tyson,
Barbara A. Tyson, Donald E. Wray and Gerald M. Johnston, directors who are
also employees or consultants of the Company, receive $2,500 per meeting.
Outside directors are compensated at the rate of $1,000 per day for time
spent on board-related activities.
11
<PAGE>
Arrangement Upon Termination of Employment
- ------------------------------------------
The Company and Don Tyson executed an employment contract on August 1,
1997, providing for his active employment through December 31, 1998, which
employment is automatically extended for successive one year periods
thereafter, unless terminated by either the Company or Mr. Tyson upon
proper notice. The annual salary under this contract is a minimum of
$600,000 per annum, a reduction from a minimum of $720,000 per annum under
a prior employment contract. If Mr. Tyson becomes disabled while serving as
an employee of the Company, he would be entitled to an annual salary during
the period of such disability in an amount equal to one-half of his average
total compensation (salary, bonuses and payments relating to travel and
entertainment) (the "Average Annual Compensation") for the three years
immediately prior to the date of his disability. In the event of his death
while serving as an employee of the Company, annual payments <PAGE>
would be made to his heirs for a period of ten years in an amount equal to
(i) 50% of his Average Annual Compensation for the three years immediately
prior to the date of his death, or (ii) if Mr. Tyson dies while receiving
disability payments, the amount of his annual disability benefits. The
death and disability benefits are funded by life insurance paid for by the
Company of which it is also the sole beneficiary. Upon Mr. Tyson's
retirement from active employment, he will receive, for the remainder of
his life, annual compensation for certain advisory services he has agreed
to perform in an amount equal to his disability benefits, calculated from
the date of his retirement. The contract provides that the Company may not
merge or consolidate with any other organization unless such organization
expressly assumes the duties of the Company set forth in the contract.
Accordingly, the contract could have the effect of deterring attempts to
acquire control of the Company which involve such transactions and are
opposed by Mr. Tyson.
REPORT OF COMPENSATION COMMITTEE
The Compensation Committee of the Board was comprised during fiscal 1997 of
Messrs. Shelby D. Massey, Fred S. Vorsanger and Neely E. Cassady. The
Compensation Committee oversees the administration of the Company's
employee benefit plans and establishes policies relating to compensation of
employees. All decisions by the Compensation Committee relating to the
compensation of the Company's executive officers are reviewed by the full
Board, except for decisions relating to certain of the Company's
compensation plans which require approval and administration solely by a
committee comprised of "outside/disinterested directors." Effective
November 18, 1994, the Committee approved the formation of the Compensation
Subcommittee, comprised of Messrs. Vorsanger and Cassady, for the purpose
of administering awards under the Company's performance-based compensation
plans as required by the Omnibus Budget Reconciliation Act of 1993
("OBRA").
The following is a report submitted by the above-listed committee members
in their capacity as the Compensation Committee of the Board, addressing
the Company's compensation policy as it related to executive officers for
fiscal 1997.
12
<PAGE>
Compensation Policy
- -------------------
The goal of the Company's executive compensation policy is to ensure that
an appropriate relationship exists between executive pay and the creation
of shareholder value, while at the same time motivating and retaining key
employees. To achieve this goal, the Company's executive compensation
policies integrate annual base compensation with (i) bonuses based upon
corporate performance and individual initiatives and performance, (ii)
equity-based compensation and (iii) incentive and deferred compensation.
Measurement of corporate performance is primarily based on Company goals
and industry performance levels. Accordingly, in years in which performance
goals and industry levels are achieved or exceeded, executive compensation
tends to be higher than in years in which performance is <PAGE>
below expectations. Annual cash compensation, together with the payment of
equity-based, incentive and deferred compensation, is designed to attract
and retain qualified executives and to ensure that such executives have a
continuing stake in the long-term success of the Company. All executive
officers, and management in general, are eligible for and do participate in
incentive and deferred compensation plans.
In 1993, Congress enacted OBRA which, among other things, provides that
compensation paid to certain covered executive officers in excess of
$1,000,000 annually does not qualify for deduction by the Company unless
such compensation is "performance-based." OBRA is not expected to have an
impact or result in the loss of a deduction with respect to cash
compensation paid to the Company's executives during the last fiscal year.
With respect to stock-based compensation, the Company's Amended and
Restated Nonstatutory Stock Option Plan takes advantage of an exemption
from OBRA for stock option grants.
Performance Measures
- --------------------
In evaluating annual executive compensation, the Compensation Committee
subjectively considers a number of factors including earnings per share,
return on assets, return on equity, sales growth and total return to
shareholders. These factors are compared with problems and advantages that
are unique to the industry, performance in prior years and performance of
other companies in the industry. Although the Company has a diversified
food products line, approximately 85% of the Company's revenues in fiscal
1997 was derived from the sale of poultry and poultry products.
Accordingly, the Company believes that its performance should be compared
to that of other companies that are primarily poultry or poultry-product
oriented to evaluate management performance. Therefore, the Company
compares its performance against a peer industry group currently consisting
of Cagle's, Inc., Golden Poultry Company, Inc., Hudson Foods, Inc.,
Pilgrim's Pride Corporation, Sanderson Farms, Inc., and WLR Foods, Inc.
Although there are other producers of poultry and poultry products, the
Committee believes that the percentage of poultry sales to total sales of
the foregoing group more closely represents that of the Company.
Fiscal 1997 Compensation
- ------------------------
For fiscal 1997, the Company's executive compensation program consisted of
(i) base salary, adjusted from the prior year, (ii) cash bonuses, (iii)
matching contributions to incentive and deferred compensation plans, (iv)
stock option grants under the Company's Nonstatutory Stock Option Plan, and
13
<PAGE>
(v) contributions under the Company's broad-based Stock Purchase Plan and
Retirement Savings Plan which are fixed as a percentage of employee
participant contributions.
Base Salary
- -----------
Executives' base salaries are reviewed annually to determine if such
salaries fall within the range of those persons holding comparably
responsible positions at other companies. In reviewing base salaries,
national surveys prepared by third-party consultants are utilized. The
surveys are not limited to the Company's peer industry group but rather are
comprised of regional and national companies of similar size and
complexity. Individual salaries are also based upon an evaluation of other
factors, such as individual past performance, potential with the Company
and level and scope of responsibility. The Compensation Committee believes
that the base salaries of the Company's executive officers as a whole
approximate the median level derived from comparative survey data.
Cash Bonuses
- ------------
Cash bonuses have historically been awarded to executive officers and other
members of management from a bonus pool determined annually by the
Compensation Committee upon the recommendation of management. The amount of
the bonus pool has been based upon a subjective determination after
considering a number of factors including attainment of performance goals,
prior year's performance, performance of the peer industry group, general
economic conditions, and the relative mix between cash and long-term
compensation.
The Company implemented a bonus plan for fiscal 1997 under which bonus
compensation for executive officers and other members of management would
be paid at 100% of targeted levels upon the attainment of two performance
goals, a 7% return on beginning assets coupled with a 10% increase in
earnings per share. Within these parameters, actual bonuses were to be
subjectively determined after consideration of the attainment of
performance goals as well as the other factors discussed above.
A number of events occurred in fiscal 1997 that affected achievement of the
Company's performance goals including a continuation of the same problems
encountered in 1996, such as (i) high grain costs, (ii) an excess supply of
competing meats, and (iii) the temporary ban of imports of U.S. chicken
into Russia. Fiscal 1997 earnings per share increased by 112.5% compared to
1996, with a total increase over five years of 10.4%, or 2.0% compounded
annually. Return on beginning assets for fiscal 1997 was 4.1% compared to
2.0% in fiscal 1996. Return on beginning shareholders' equity for 1997 was
12.1% compared to 5.9% in 1996. Total return to shareholders (total stock
price plus reinvested dividends) for fiscal 1997 was 32.0%, compared to
1.0% in 1996 with a total return over the past five years of 10.2%. Sales
in fiscal 1997, excluding sales from certain divested assets, increased
4.5% over sales from fiscal 1996, with a total increase over the last five
years of approximately 52.5% or 8.8% compounded annually. These
improvements in 1997 were attributable to improvements in grain prices and
product mix, cost containments and increased efficiencies.
Although 1997's performance measurements exceeded those of 1996, they
remain below the standards the Company has set for itself and below the
performance goals established under the bonus plan for the awarding of
bonuses at 100% of targeted levels. However, because of improvements in
14
<PAGE>
both operating and financial performance, all of which occurred in the face
of the impact of the adverse external factors discussed above, the
Compensation Committee subjectively determined, after receiving the
recommendation of the Company's Chief Executive Officer and considering the
performance factors discussed above, to award bonuses to certain executive
officers and other members of management, although at levels substantially
below the target amounts.
Stock-Based Compensation
- ------------------------
The Compensation Committee approves long-term compensation from time to
time in the form of stock-based compensation with a view towards more
closely aligning the interests of executives and other managers with the
interests of shareholders. The Compensation Committee believes that stock
options are an effective incentive for executives and managers to create
value for shareholders since the value of an option bears a direct
relationship to appreciation in the Company's stock price. The
determination of whether to grant stock options, whether on an aggregate or
individual basis, has been delegated to and is in the discretion of the
Compensation Subcommittee. In making such determination, the Compensation
Subcommittee reviews the Company's performance as determined by the price
of its stock, the relation of long-term compensation to cash compensation,
the perceived need of providing additional incentives to executives and
managers to increase shareholder value, the number and frequency of option
grants in prior years and individual performance and potential contribution
to the Company. Based upon these factors, the Compensation Subcommittee,
during fiscal 1997, granted options on October 3, 1996, to purchase a total
of 3,598,275 shares of Class A Common Stock to executive officers and
managers at an exercise price of $17.9167 per share, which equaled the fair
market value of the stock on the date of grant adjusted for the three-for-
two split. (Such options were not Incentive Stock Options under the
Internal Revenue Code, which means that the officers will have to pay taxes
upon the exercise of the options and the Company will receive a
corresponding tax deduction.) In light of previous grants and existing
compensation levels, the Compensation Subcommittee deemed it appropriate to
grant options to the Company's Chairman and Chief
Executive Officer as described in the Summary Compensation Table. The
Compensation Subcommittee did not award any restricted shares of Class A
Common Stock under the Company's Restricted Stock Bonus Plan.
Senior Chairman and CEO Compensation
- ------------------------------------
The general approach used in setting the base compensation for Don Tyson,
the Company's Senior Chairman, and Leland E. Tollett, Chairman and Chief
Executive Officer, is to provide compensation which is competitive with
that of other companies of similar size, while encouraging and rewarding
corporate performance in line with the interests of shareholders. While
Mr. Tyson's base salary is set by contract, the Compensation Subcommittee
believes that Mr. Tollett's base salary is below the median level of
compensation for similar positions in similar sized companies. Effective
fiscal 1995, the Compensation Subcommittee (with the approval of the
Shareholders of the Company) adopted the Senior Executive Performance Bonus
Plan for Messrs. Tyson and Tollett in order to comply with the provisions
of OBRA. The performance-based plan provides that Messrs. Tyson and Tollett
are entitled to receive a pro-rata percentage of a "bonus pool" to be
funded up to an annual aggregate maximum amount in any fiscal year equal to
1% of the Company's pre-tax income (as defined in the plan) for the fiscal
15
<PAGE>
year plus 0.5% of the increase in pre-tax income over the previous fiscal
year. The Compensation Subcommittee retains full discretion to reduce or
eliminate bonus payments otherwise payable under the Senior Executive
Performance Bonus Plan.
Based upon Messrs. Tyson's and Tollett's pro-rata percentage of the bonus
pool, the Compensation Subcommittee has determined that they would have
been eligible for a cash bonus in fiscal 1997 of $2,998,121 and $1,284,909,
respectively. However, because the Company's 1997 performance measures were
below the goals that they have set for the Company, Messrs. Tyson and
Tollett refused to accept any bonuses, if granted. The Company's President
and Chief Operating Officer, Donald Wray, also declined a bonus. The
Compensation Committee therefore did not award any bonuses to Messrs.
Tyson, Tollett or Wray.
Summary
- -------
The Compensation Committee believes that linking executive compensation to
corporate performance results in a better alignment of compensation with
corporate goals and shareholder interest. As performance goals are met or
exceeded, resulting in increased value to shareholders, executives are
rewarded commensurately. The Compensation Committee believes that
compensation levels during fiscal 1997 adequately reflect the Company's
compensation goals and policies.
Fred S. Vorsanger*
Neely E. Cassady*
Shelby D. Massey
*Members of Compensation Subcommittee
<TABLE>
<CAPTION>
COMPANY PERFORMANCE
The following graph shows a five-year comparison of cumulative total
returns for the Company, the S&P 500 composite index and an index of peer
companies selected by the Company.
[GRAPH]
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
(Tyson Foods, S&P 500, Peer Group)
Base Return Return Return Return Return
Sept. Sept. Sept. Sept. Sept. Sept.
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Tyson Foods 100 95.69 107.78 121.09 120.85 159.93
S&P 500 100 113.00 117.17 152.02 182.93 256.92
Peer Group
Weighted 100 128.91 175.99 160.56 164.56 228.51
Average
Source S&P Compustat Services, Inc.
</TABLE>
The total cumulative return on investment (change in the year-end stock
price plus reinvested dividends) for each of the periods for the Company,
the peer group and the S&P 500 Composite is based on the stock price or
composite index at the end of fiscal 1992.
16
<PAGE>
The above graph compares the performance of the Company with that of the
S&P 500 Composite, and a group of peer companies with the
investment weighted on market capitalization. Companies in the peer group
are as follows: Cagle's, Inc., Golden Poultry Company, Inc., Hudson Foods,
Inc., Pilgrim's Pride Corporation, Sanderson Farms, Inc., and WLR Foods,
Inc. These companies were approved by the Compensation Committee.
CERTAIN TRANSACTIONS
====================
The Company has historically engaged in loans, lease agreements and other
transactions with various of its executive officers, directors and their
affiliates. The following summarizes such transactions in excess of $60,000
to which the Company was a party during fiscal 1997. The Company
anticipates that it will continue to engage in similar transactions with
such persons in the future. All new related party transactions are reviewed
by the Special Committee.
Loans
- -----
During fiscal 1997, other than for ordinary travel and expense payments,
the Company has made no loans or advances to any of its executive officers,
directors or affiliates.
Other Transactions
- ------------------
The following list is a summary of transactions between the Company and its
executive officers, directors, nominees, principal shareholders and other
related parties. Most of the farm leases are for specialized swine
farrowing and rearing facilities. Because of the specialized nature of the
Company's business, certain investors, some of whom are directors and
executive officers, have agreed to build swine or poultry facilities
designed to meet the Company's particular requirements. These facilities
are generally leased for terms not exceeding five years with renewal
options in favor of the Company. The Company anticipates that it will
continue such leases under terms of the respective renewal options.
1. During fiscal 1997, the Company leased certain farms from the following
with aggregate lease payments as follows: (i) Don Tyson, $759,000; (ii) a
partnership of which John H. Tyson and the Estate of Randal Tyson are
partners, $336,000; (iii) a partnership in which Joe F. Starr and the
children of Don Tyson, including John H. Tyson, are partners, $1,313,080;
(iv) the Tyson Children Partnership of which John H. Tyson is a partner,
$540,000; (v) Estate of Randal Tyson, $120,000; (vi) Estates of John and
Helen Tyson, of which Don Tyson is executor, $27,965; (vii) Leland E.
Tollett, $226,486; (viii) certain entities controlled by Joe F. Starr,
$105,500; (ix) Gerald M. Johnston, $395,975; (x) a partnership in which
Gerald M. Johnston and Donald E. Wray are among the partners, $98,880; and
(xi) an entity with which Wayne Britt, Executive Vice President and Chief
Financial Officer, is affiliated, $150,037.
2. The Company has an aircraft operation agreement with the Estates of John
and Helen Tyson, on a month-to-month basis with aggregate payments of
$230,592 for fiscal 1997. Additionally, the Company has a lease arrangement
with Don Tyson for the use of a boat with aggregate payments of $226,560.
17
<PAGE>
3. The Company leased various properties including four hatcheries, a cold
storage distribution facility and the Company's administrative offices from
the Tyson Foods, Inc. Employee Profit Sharing Plan and Trust. Aggregate
lease payments of $2,339,032 were made during fiscal 1997. The Company
purchased these properties from the Employee Profit Sharing Plan and Trust
prior to fiscal 1997 year-end. (See No. 9 below.)
4. A subsidiary of the Company, Cobb-Vantress, Inc., has a contract for a
breeder hen Research and Development farm with Leland E. Tollett with
aggregate payments of $624,077 during fiscal 1997.
5. Certain persons, including some executive officers and directors, are
engaged in poultry and swine growout operations whereby these persons
purchase from the Company baby chicks, feeder pigs, feed, veterinary and
technical services, supplies and other related items necessary to
grow these livestock to market age, at which time they are sold either to
the Company or to unrelated parties. For fiscal 1997, the purchases from
the Company of the above-enumerated items, which were at fair market value,
by such persons were: Don Tyson, $6,899,370; Joe F. Starr, $1,756,563;
Barbara A. Tyson, $1,654,963; and John H. Tyson, $1,843,061.
6. During fiscal 1997, the Company had contracts for poultry growout
services with (i) an entity in which Donald E. Wray and Gerald M. Johnston
are partners with aggregate payments of $172,903; and (ii) an entity owned
by Gerald M. Johnston with aggregate payments of $61,469.
7. The Company has entered into an agreement with entities of which Don
Tyson is a principal, with respect to the operation of a waste water
treatment plant which is located adjacent to and services the Company's
chicken processing facility in Nashville, Arkansas, with aggregate payments
by the Company of $2,125,076 for fiscal 1997 pursuant to such agreement.
Additionally, the Company has entered into an agreement with the Tyson
Limited Partnership and another entity in which Don Tyson is a principal,
with respect to the operation of a wastewater treatment plant which is
located adjacent to and services a processing facility in Springdale,
Arkansas, with aggregate payments by the Company of $1,024,359 for fiscal
1997 pursuant to such agreement.
8. During fiscal 1997, the Company sold chicken products at market prices
for a total amount of $2,481,721 to a company in which the adult son of
Gerald M. Johnston holds a substantial interest.
9. During 1996, the Company announced it was terminating the Tyson Foods,
Inc. Profit Sharing Plan and Trust (the "Plan") which held, among other
assets, 2,250,000 shares of the Company's Class A Common Stock as well as
certain real estate leased to the Company (see No. 3 above). During fiscal
1997, the Company purchased such shares for $52,593,750 and such real
estate for $33,142,000. The purchase price for the shares was based upon
their then fair market value as quoted on the Nasdaq National Market. The
purchase price for the real estate was based on the higher of the Plan's
cost or the market value, as determined by an independent fiduciary. It is
anticipated that the Plan will make distributions to all Plan participants,
including certain executive officers, in fiscal 1998.
COMPLIANCE WITH SECTION 16(a) of the SECURITIES EXCHANGE ACT of 1934
The Company's directors and executive officers are required to file under
18
<PAGE>
the Securities Exchange Act of 1934 reports of ownership and changes of
ownership with the Securities and Exchange Commission. Based solely on
information provided to the Company by individual directors and executive
officers, the Company believes that during the preceding year all filing
requirements applicable to directors and executive officers have been
complied with.
AUDITORS TO BE PRESENT
A representative of Ernst & Young LLP, the Company's auditors for fiscal
1997 and the current year, is expected to be in attendance at the Annual
Meeting and will be afforded the opportunity to make a statement. The
representative will also be available to respond to appropriate questions.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 1999 Annual
Meeting of Shareholders must be received by the Company on or before August
11, 1998, in order to be eligible for inclusion in the Company's proxy
statement and form of proxy. To be so included, a proposal must also comply
with all applicable provisions of Rule 14a8 under the Securities Exchange
Act of 1934.
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by the Company. Solicitations
may be made by executive officers, directors and employees of the Company
personally or by mail, telephone, telegraph or other similar means of
communication. Solicitation by such persons will be made on a part-time
basis and no special compensation other than reimbursement of actual
expenses incurred in connection with such solicitation will be paid.
ADDITIONAL INFORMATION AVAILABLE
UPON WRITTEN REQUEST OF ANY SHAREHOLDER, THE COMPANY WILL FURNISH A COPY OF
THE COMPANY'S 1997 ANNUAL REPORT ON FORM 10-K, AS FILED WITH THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL
STATEMENTS AND SCHEDULES THERETO. THE WRITTEN REQUEST SHOULD BE SENT TO THE
SECRETARY, AT THE COMPANY'S EXECUTIVE OFFICE. THE WRITTEN REQUEST MUST
STATE THAT AS OF NOVEMBER 17, 1997, THE PERSON MAKING THE REQUEST WAS A
BENEFICIAL OWNER OF CAPITAL STOCK OF THE COMPANY.
OTHER MATTERS
So far as is now known, there is no business other than that described
above to be presented to the shareholders for action at the Annual Meeting.
Should other business come before the Annual Meeting, votes may be cast
pursuant to proxies in respect to any such business in the best judgment of
the persons acting under the proxies.
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE URGED TO SIGN,
DATE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED, WHICH
REQUIRES NO ADDITIONAL POSTAGE, IF MAILED IN THE UNITED STATES.
By Order of the Board of Directors
Mary Rush
Secretary
December 9, 1997
19
<PAGE>
(FRONT) TYSON FOODS, INC.
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
JANUARY 9, 1998
The undersigned shareholder(s) of TYSON FOODS, INC. hereby appoint(s) Don
Tyson and Joe F. Starr, and each or either of them, the true and lawful
agents and attorneys-in-fact for the undersigned, with power of
substitution, to attend the meeting and to vote the stock owned by or
registered in the name of the undersigned, as instructed below, at the
Annual Meeting of Shareholders to be held at the Walton Arts Center, 495
West Dickson Street, Fayetteville, Arkansas, on January 9, 1998, at 10:00
a.m. local time, and at any adjournments or postponements thereof, for the
transaction of the following business:
To fix the number of directors for the ensuing year at eleven (11) and to
elect eleven (11) directors:
Don Tyson, John H. Tyson, Joe F. Starr, Neely E. Cassady, Fred S.
Vorsanger, Leland E. Tollett, Shelby D. Massey, Barbara A. Tyson, Lloyd V.
Hackley, Donald E. Wray, Gerald M. Johnston
To consider and act upon such other business as may properly come before
the Annual Meeting or any adjournments or postponements thereof.
20
<PAGE>
(BACK)
Please mark your vote as in this example. [X]
UNLESS OTHERWISE INSTRUCTED HEREON, IT IS INTENDED THAT THE PROXIES WILL
VOTE THESE SHARES FOR THE ELECTION OF THE NAMED NOMINEES.
FOR WITHHOLD
1. Election of Directors (See Reverse). [ ] [ ]
If you wish to withhold authority to vote for any nominee(s),list such
nominee(s) name(s) below.
- ------------------------------------------------------------------
2. To consider and act upon such other business as may properly come before
the Annual Meeting and any adjournments or postponements thereof.
FOR WITHHOLD
[ ] [ ]
I PLAN TO ATTEND THE MEETING. [ ]
(The signature(s) should be exactly as
the name appears at left. If stock is in
the name of (i) two or more persons, each
should sign; (ii) a corporation, the
president or other authorized officer
should sign; (iii) a partnership, an
authorized person should sign in the
partnership name. Persons signing as
attorney, executor, administrator,
trustee, guardian or other fiduciary
should state their full title.)
Please sign, date and return this proxy as soon as possible.
SIGNATURE(S) DATE
- ------------------------------------------------------------------------
SIGNATURE(S) DATE
- ------------------------------------------------------------------------
21
