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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) January 9, 1998
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Tyson Foods, Inc.
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(Exact Name of Registration as Specified in Charter)
Delaware 0-3400 71-0225165
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
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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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 2.Acquisition or Disposition of Assets
On January 9, 1998, Tyson Foods, Inc., a Delaware corporation
("Tyson"), consummated the transactions contemplated by the Agreement and
Plan of Merger (the "Merger Agreement"), dated as of September 4, 1997,
among Tyson, HFI Acquisition Sub Inc., a Delaware corporation and a wholly
owned subsidiary of Tyson ("Merger Sub"), and Hudson Foods, Inc., a
Delaware corporation ("Hudson"), pursuant to which, among other things,
Hudson was merged with and into Merger Sub, with Merger Sub continuing as
the surviving corporation and a wholly owned subsidiary of Tyson (the
"Merger").
Upon the consummation of the Merger, each outstanding share of
Class A Common Stock, par value $.01 per share, of Hudson ("Hudson Class A
Common Stock") and each outstanding share of Class B Common Stock, par
value $.01 per share, of Hudson ("Hudson Class B Common Stock" and,
together with Hudson Class A Common Stock, "Hudson Common Stock"), other
than shares held by Hudson or its subsidiaries, was converted into the
right to receive (i) $8.40 in cash, without interest thereon, and (ii) six-
tenths (0.6) of a validly issued, fully paid and nonassessable share of
Class A Common Stock, par value $.10 per share, of Tyson ("Tyson Class A
Common Stock"). Cash will be paid in lieu of any fractional share of Tyson
Class A Common Stock. As a result of the Merger, the former stockholders
of Hudson received from Tyson cash payments totaling an aggregate of
approximately $257,445,250 and an aggregate of approximately 18,388,946
shares of Tyson Class A Common Stock. The $257,445,250 cash portion of the
Merger consideration was borrowed under Tyson's existing commercial paper
program.
In connection with the Merger, Tyson entered into a Registration
Rights Agreement, dated as of January 9, 1998 (the "Registration Rights
Agreement"), with James T. Hudson, the Chairman and principal stockholder
of Hudson, pursuant to which, among other things, Tyson has registered
under the Securities Act of 1933, as amended, the resale of shares of Tyson
Class A Common Stock received by Mr. Hudson in the Merger. Pursuant to the
Consulting Agreement (as defined below) between Tyson and James T. Hudson,
Mr. Hudson is prohibited from selling the shares of Tyson Class A Common
Stock received by him in the Merger unless he first provides to Tyson an
opinion of nationally recognized tax counsel, in form and substance
reasonably satisfactory to Tyson, that such sale will not adversely affect
the treatment of the Merger as a reorganization within the meaning of
Section 368 of the Internal Revenue Code. The foregoing discussion of the
Registration Rights Agreement is qualified in its entirety by reference to
the full text of the Registration Rights Agreement, the form of which has
been filed previously with the Securities and Exchange Commission and is
incorporated by reference herein.
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In connection with the Merger Agreement, Tyson entered into
Consulting Agreements, each dated as of September 4, 1997 (collectively,
the "Consulting Agreements"), with each of James T. Hudson, Michael T.
Hudson and Charles B. Jurgensmeyer (each a "Consultant"). Prior to the
effective time of the Merger (the "Effective Time"), James T. Hudson was
Chairman of the Board of Directors of Hudson, Michael T. Hudson was a
director of Hudson and its President and Chief Executive Officer, and
Charles B. Jurgensmeyer was a director of Hudson and its Chief Financial
Officer and Executive Vice President. The term of each Consultant's
engagement under his Consulting Agreement commenced at the Effective Time.
Under the terms of the Consulting Agreements, Messrs. J. Hudson, M. Hudson
and Jurgensmeyer have agreed to provide consulting services to Tyson and
not to compete with Tyson in its business, and will, in consideration
therefor, receive fees of $1,200,000, $350,000 and $350,000 per annum,
respectively, for terms of five, ten and ten years, respectively. Under
the Consulting Agreements, Tyson will also (i) reimburse (x) James T.
Hudson for business expenses in an aggregate amount up to $800,000 per
annum and (y) each other Consultant for reasonable and necessary business
expenses and (ii) provide certain additional benefits to each Consultant.
The foregoing discussions of the Consulting Agreements are qualified in
their entirety by reference to the full text of the respective Consulting
Agreements, copies of which have been filed previously with the Securities
and Exchange Commission and are incorporated by reference herein.
Hudson is a producer of further-processed poultry and meat products
and a fully integrated producer of commodity-type poultry products. As a
fully integrated producer, Hudson controls the breeding, hatching, growing,
processing, packaging, marketing and distribution of its poultry product
lines. Hudson's products are produced at plants in several U.S. locations
and sold domestically and internationally. According to industry
statistics, in 1997, Hudson was the fifth largest poultry company, ranked
by annual sales dollars, out of 57 companies surveyed. For additional
information regarding Hudson see "Description of Business" included on
pages 1 through 6 in Hudson's Annual Report on Form 10-K for the fiscal
year ended September 27, 1997, which is included as an Exhibit hereto and
is incorporated by reference herein.
A press release, dated January 9, 1998, announcing the consummation
of the Merger was issued by Tyson (the "Press Release"). A copy of the
Press Release is attached as an Exhibit to this Current Report on Form 8-K
and is incorporated by reference herein.
Item 7.Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Consolidated Financial Statements of Hudson Foods, Inc. included on
pages 17 through 29 in the Annual Report on Form 10-K of Hudson Foods,
Inc. for the fiscal year ended September 27, 1997 (previously filed
with the Commission on December 10, 1997, Commission File No. 001-09050,
and incorporated by reference herein).
(b) Pro Forma Combined Condensed Financial Statements of Tyson Foods, Inc.
included on pages 43-47 in the Registration Statement on Form S-4 of
Tyson Foods, Inc. (previously filed with the Commission on December
10, 1997, Commission File No. 333-41887, and incorporated by reference
herein).
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(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of September 4, 1997,
among Tyson Foods, Inc., HFI Acquisition Sub Inc. and Hudson
Foods, Inc. (previously filed with the Commission on December 10,
1997 as Annex I to the Proxy Statement/Prospectus of Hudson
Foods, Inc. and Tyson Foods, Inc., Commission File No. 333-41887,
and incorporated by reference herein).
10.1 Consulting Agreement, dated as of September 4, 1997, between
Tyson Foods, Inc. and James T. Hudson (previously filed with the
Commission on December 10, 1997 as Exhibit 10.1 to the
Registration Statement on Form S-4 of Tyson Foods, Inc.,
Commission File No. 333-41887, and incorporated by reference
herein).
10.2 Consulting Agreement, dated as of September 4, 1997, between
Tyson Foods, Inc. and Michael T. Hudson (previously filed with
the Commission on December 10, 1997 as Exhibit 10.2 to the
Registration Statement on Form S-4 of Tyson Foods, Inc.,
Commission File No. 333-41887, and incorporated by reference
herein).
10.3 Consulting Agreement, dated as of September 4, 1997, between
Tyson Foods, Inc. and Charles B. Jurgensmeyer (previously filed
with the Commission on December 10, 1997 as Exhibit 10.3 to the
Registration Statement on Form S-4 of Tyson Foods, Inc.,
Commission File No. 333-41887, and incorporated by reference
herein).
10.4 Registration Rights Agreement, dated as of January 9, 1998,
between Tyson Foods, Inc. and James T. Hudson (previously filed
with the Commission on December 10, 1997 as Exhibit 10.5 to the
Registration Statement on Form S-4 of Tyson Foods, Inc.,
Commission File No. 333-41887, and incorporated by reference
herein).
99.1 Press Release, dated January 9, 1998, of Tyson Foods, Inc.
99.2 Item 1. Description of Business included on pages 1 through 6 in
the Annual Report on Form 10-K of Hudson Foods, Inc. for the
fiscal year ended September 27, 1997 (previously filed with the
Commission on December 10, 1997, Commission File No. 001-09050,
and incorporated by reference herein).
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SIGNATURE
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.
By: /s/ Wayne Britt
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Wayne Britt
Chief Financial Officer
January 15, 1998
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EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of September 4, 1997,
among Tyson Foods, Inc., HFI Acquisition Sub Inc. and Hudson
Foods, Inc. (previously filed with the Commission on December 10,
1997 as Annex I to the Proxy Statement/Prospectus of Hudson
Foods, Inc. and Tyson Foods, Inc., Commission File No. 333-41887,
and incorporated by reference herein).
10.1 Consulting Agreement, dated as of September 4, 1997, between
Tyson Foods, Inc. and James T. Hudson (previously filed with the
Commission on December 10, 1997 as Exhibit 10.1 to the
Registration Statement on Form S-4 of Tyson Foods, Inc.,
Commission File No. 333-41887, and incorporated by reference
herein).
10.2 Consulting Agreement, dated as of September 4, 1997, between
Tyson Foods, Inc. and Michael T. Hudson (previously filed with
the Commission on December 10, 1997 as Exhibit 10.2 to the
Registration Statement on Form S-4 of Tyson Foods, Inc.,
Commission File No. 333-41887, and incorporated by reference
herein).
10.3 Consulting Agreement, dated as of September 4, 1997, between
Tyson Foods, Inc. and Charles B. Jurgensmeyer (previously filed
with the Commission on December 10, 1997 as Exhibit 10.3 to the
Registration Statement on Form S-4 of Tyson Foods, Inc.,
Commission File No. 333-41887, and incorporated by reference
herein).
10.4 Registration Rights Agreement, dated as of January 9, 1998,
between Tyson Foods, Inc. and James T. Hudson (previously filed
with the Commission on December 10, 1997 as Exhibit 10.5 to the
Registration Statement on Form S-4 of Tyson Foods, Inc.,
Commission File No. 333-41887, and incorporated by reference
herein).
99.1 Press Release, dated January 9, 1998, of Tyson Foods, Inc.
99.2 Item 1. Description of Business included on pages 1 through 6 in
the Annual Report on Form 10-K of Hudson Foods, Inc. for the
fiscal year ended September 27, 1997 (previously filed with the
Commission on December 10, 1997, Commission File No. 001-09050,
and incorporated by reference herein).
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NEWS RELEASE
TYSON FOODS, INC. HOLDS ANNUAL MEETING OF SHAREHOLDERS
Completion of Hudson Merger Announced
Springdale, AR (January 9, 1998) - Tyson Foods, Inc. (NYSE:TSN), the
world's leading producer, processor and marketer of chicken and other
poultry based food products, as well as other convenience food items, held
its annual Shareholder's Meeting on Friday, January 9, 1998 at the Walton
Arts Center in Fayetteville, Arkansas.
At the 10:00 a.m. meeting, Tyson Chairman and CEO Leland Tollett
announced to the assembled shareholders that, earlier in the morning,
Hudson Foods, Inc. shareholders, in a special meeting, had, pursuant to the
merger agreement announced on September 4, 1997, approved the Tyson-Hudson
merger. With the signing of documents following the Hudson shareholder
meeting, the transaction was completed prior to the opening of the Tyson
meeting.
"We are truly pleased to have completed the Tyson-Hudson merger
earlier this morning," said Tollett. "This transaction brings another
12,000 team members and 1,200 more contract growers to the Tyson Foods'
family, significantly increases our share of domestic chicken production,
and will take our sales this year to approximately $8 billion. As with all
our previous acquisitions, we must now get about the business of insuring
that the transition goes smoothly, and that the Hudson operations and
people are brought into the Tyson fold as soon and as efficiently as
possible."
Tyson plans to continue operating all 14 of the Hudson processing
facilities. While some change is inevitable after such a merger, no major
layoffs are anticipated, and loss of jobs will be minimized to the greatest
extent possible.
Consistent with Tyson's master branding strategy, some changes in the
Hudson brand names are expected, including the phasing out of the
"Hudson" brand over the coming weeks.
"Tyson Foods finished a difficult year in pretty good shape compared
to our visible competition," Tollett said. "The first quarter of fiscal
year 1998 will be in line with expectations. We are encouraged by the
continued improvements in the cost side of our business, particularly with
the decline in feed prices. There will continue to be challenges in the
marketplace due to more than adequate supplies of all the meat proteins,
but we remain optimistic about the balance of FY1998."
The Company also announced that the nominees for election to the
Board of Directors, as set forth in the company's Proxy Statement, were
elected. Elected to the Board for the upcoming year were Don Tyson, Leland
Tollett, Joe F. Starr, John H. Tyson, Shelby D. Massey, Neely Cassady, Fred
S. Vorsanger, Barbara A. Tyson, Lloyd V. Hackley, Donald Wray and Gerald
Johnston.
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The Tyson Board of Directors met prior to the Shareholders Meeting and
approved a quarterly cash dividend of $0.025 per share for Class A Common
Stock, and $0.0225 per share for Class B Common Stock, payable
June 15, 1998 to shareholders of record on June 1, 1998. Fifteen plant
managers were given the Chairman's Safety Circle Award and other safety
awards were announced as detailed in the attached supplemental news
release.
For further information contact Archie Schaffer III, Tyson's Director
of Media, Public and Governmental Affairs at 501/290-7232, or Mary Rush,
Corporate Secretary and Director of Investor Relations at 501/290-4351.
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