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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 02549
___________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 4, 1997
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TYSON FOODS INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-3400 71-0225165
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(State or Other Jurisdiction (Commission (IRS Employer
or Incorporation) File Number) Identification Number)
2210 West Oaklawn Drive, Springdale, Arkansas 72762
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code (501)290-4000
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Item 5. Other Events
On September 4, 1997, Tyson Foods, Inc.("TFI") entered into a
definitive Agreement and Plan of Merger (the "Merger Agreement") with
Hudson Foods, Inc. ("Hudson") pursuant to which, among other things, TFI
will acquire all of the outstanding shares of capital stock of Hudson for
(i)$8.40 in cash, without interest thereon, and (ii) six-tenths of a share
of Class A Common Stock, par value $.10 per share, of TFI for each
outstanding share of Hudson's Class A Common Stock and Class B Common Stock
(collectively, "Hudson Common Stock"). As of June 28, 1997, as reported by
Hudson, there were 30,259,703 shares of Hudson Common Stock outstanding.
Upon consummation of the transactions contemplated by the Merger Agreement,
the Company will be merged with and into a wholly owned subsidiary of TFI
(the "Merger").
Consummation of the Merger is subject to certain conditions, including
approval of the Merger by Hudson's stockholders and the receipt of
regulatory approvals, including under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.
In connection with the Merger Agreement, on September 4, 1997, TFI
entered into a Stock Voting Agreement (the "Voting Agreement") with James
T. Hudson, Chairman of Hudson, pursuant to which, among other things, Mr.
Hudson agreed to vote all shares of Hudson Common Stock owned by him in
favor of the Merger. Mr. Hudson owns shares of Hudson Common Stock
representing approximately 65% of the outstanding voting power of Hudson.
The foregoing is a summary only and is qualified in its entirety by
reference to the Merger Agreement and the Voting Agreement, copies of which
will be filed as exhibits to TFI's registration statement to be filed with
the Securities and Exchange Commission in connection with the Merger.
Item 7. Financial Statements. Pro Forma Financial Information and Exhibits
(c) Exhibits
(99) Joint Statement of Tyson Foods, Inc. and Hudson Foods, Inc.,
dated September 4, 1997
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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 hereunto duly authorized.
TYSON FOODS, INC.
Dated: September 9, 1997 By: /s/Wayne Britt
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Wayne Britt
Executive Vice President
and Chief Financial Officer
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Index to Exhibits
Exhibit Exhibit
Number
(99) Joint Statement of Tyson Foods, Inc. and Hudson Foods, Inc.,
dated September 4, 1997
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Exhibit (99)
Joint Statement of
Tyson Foods, Inc. and Hudson Foods, Inc.
TYSON AND HUDSON TO MERGE
Springdale/Rogers, AR (September 4, 1997) - Leland Tollett, Chairman
of the Board and CEO of Tyson Foods, Inc. (NASDAQ:TYSNA) and James "Red"
Hudson, Chairman of the Board of Hudson Foods, Inc. (NYSE:HFI) announced
today that the two companies have signed a definitive agreement under which
the companies would merge in a cash and stock transaction.
Pursuant to the agreement, each share of Hudson common stock will be
exchanged for $8.40 in cash and 6/10 of a share of Tyson Foods, Inc. common
stock.
"The decision to sell was not an easy one, or one that was made
precipitously," said Mr. Hudson. "Tyson Foods has been our neighbor and
friend for 25 years now. They have made us a very good offer, and the
Hudson Foods Board and I have decided that it is in the best interest of
our shareholders, associates, growers and customers to accept. I look
forward to a smooth transition, and a strong company resulting from the
merger that will be able to better serve our people and customers."
"Hudson Foods and Tyson are a perfect fit if there ever was one," said
Mr. Tollett. "I have had great respect for Red Hudson and his management
team over the years. I am convinced that the combined strength of our two
companies will enable us to meet the demands and expectations of all our
customers, shareholders, growers and team members. All these groups will
be the ultimate beneficiaries of this merger."
The transaction is subject to certain conditions, including the
receipt of applicable regulatory approvals, as well as approval of the
Hudson Foods, Inc. shareholders.
For further information, contact Archie Schaffer (501/290-7232) or
Mary Rush (501/290-4351) at Tyson Foods, and Becky Triplett (501/631-5274),
or David Siemens, Analyst Contact (501/631-5123) at Hudson Foods.
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