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As filed with the Securities and Exchange Commission on April 28, 1998
Registration No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TYSON FOODS, INC.
(Exact name of registrant as specified in its charter)
Delaware 71-0225165
(State or other jurisdiction of (I.R.S. Employer
incorporated or organization) Identification No.)
2210 West Oaklawn Drive Wayne Britt
Springdale, Arkansas 72762-6999 2210 West Oaklawn Drive
(501) 290-4000 Springdale, AR 72762-6999
(501) 290-4000
(Address, including zip (Name, address, including zip code
code, and telephone number, and telephone number, including
including area code, of area code, of agent for service)
registrant's principal
executive offices)
Copies of communications to:
Les R. Baledge, Esq. Richard D. Truesdell, Jr., Esq.
Jeffrey J. Gearhart, Esq. Davis Polk & Wardwell
Kutak Rock 450 Lexington Avenue
425 West Capitol Avenue New York, New York 10017
Suite 1100 (212) 450-4000
Little Rock, Arkansas 72201
(501) 975-3000
Approximate date of commencement of proposed sale to public:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. [x]
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If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement for the same offering. [X] 333-42525
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
Calculation of Registration Fee
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Title of each Amount to Proposed Proposed Amount of
class of be Maximum Maximum Registration
Securities to Registered Offering Aggregate Fee
be registered price offering
per unit price (1)
Debt $ 40,000,000 100% $40,000,000 $11,800
Securities (2) (3)
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(1) Estimated solely for the purpose of calculating
the registration fee.
(2) Or, if any Debt Securities are issued at original
discount, such greater principal amount as shall result
in aggregate proceeds of $40,000,000.
(3) Or, if any Debt Securities are issued with a
principal amount denominated in a foreign currency or
composite currencies, such principal amount as shall
result in an aggregate initial offering price which is
the equivalent of $40,000,000 at the time of the
initial offering.
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to Section 8(a), may determine.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") by Tyson Foods, Inc. (the "Company") pursuant to
Rule 462(b) under the Securities Act of 1933, as amended. This Registration
Statement incorporates by reference the contents of the Registration Statement
on Form S-3 (File No. 333-42525) which relates to the offering of up to
$500,000,000 of Debt Securities of the Company and was declared effective by the
Commission on January 7, 1998.
Item 16. Exhibits
The following exhibits are filed as part of this Registration Statement:
Exhibit No. Description
5.1 Opinion of Kutak Rock
23.1 Consent of Ernst & Young LLP
23.2 Consent of Coopers & Lybrand LLP
23.3 Consent of Kutak Rock is contained in the opinion included as
Exhibit 5.1
24.1 Powers of Attorney (incorporated by reference to the Company's Form
S-3 Registration Statement, File No. 333-42525, filed on December
18, 1997)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Springdale, State of Arkansas, on the 28th day of
April, 1998.
TYSON FOODS, INC.
(Registrant)
By:
--------------------------------
Wayne Britt
Executive Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature
Title
Date
/s/ Don Tyson*
Don Tyson
Senior Chairman of the Board
April 28, 1998
--------------------------------
Leland E. Tollett
Chairman, Chief Executive Officer
and Director
April 28, 1998
/s/ John H. Tyson*
John H. Tyson
Vice Chairman of Board
April 28, 1998
/s/ Donald E. Wray*
Donald E. Wray
President, Chief Operating Officer
and Director
April 28, 1998
/s/ Shelby D. Massey*
Shelby D. Massey
Director
April 28, 1998
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/s/ Joe F. Starr*
Joe F. Starr
Director
April 28, 1998
/s/ Neely E. Cassady*
Neely E. Cassady
Director
April 28, 1998
/s/ Fred S. Vorsanger*
Fred S. Vorsanger
Director
April 28, 1998
/s/ Barbara A. Tyson*
Barbara A. Tyson
Director
April 28, 1998
/s/ Lloyd V. Hackley*
Lloyd V. Hackley
Director
April 28, 1998
/s/ Gerald M. Johnston*
Gerald M. Johnston
Director
April 28, 1998
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Wayne Britt
Executive Vice President and Chief
Financial Officer (Principal
Financial Officer)
April 28, 1998
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James G. Ennis
Vice President and Controller
(Chief Accounting Officer)
April 28, 1998
*By:
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Wayne Britt, Attorney-in-Fact
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EXHIBIT 5
KUTAK ROCK
425 WEST CAPITOL
SUITE 1100
LITTLE ROCK, ARKANSAS 72201
April 28, 1998
Tyson Foods, Inc.
2210 West Oaklawn Drive
Springdale, Arkansas 72762-6999
Re: Registration Statement on Form S-3
Gentlemen:
We have acted as counsel to Tyson Foods, Inc. (the "Company") in connection
with the proposed issuance and sale by the Company of up to $240,000,000
(subject to adjustment for the issuance of securities at an original issue
discount or the denomination in a foreign currency or currencies) aggregate
principal amount of debt securities (the "Debt Securities") to be issued
pursuant to the Indenture (the "Indenture") between the Company and The Chase
Manhattan Bank, N.A., as trustee (the "Trustee"). The $240,000,000 of Debt
Securities covered by this opinion includes (i) $40,000,000 of Debt Securities
covered by a Registration Statement on Form S-3 (the "462(b) Registration
Statement") filed by the Company with the Securities and Exchange Commission
(the "Commission") pursuant to Rule 462(b) under the Securities Act of 1933, as
amended and (ii) $200,000,000 of Debt Securities currently available for
issuance under the Registration Statement on Form S-3 previously filed by the
Company with the Commission on December 18, 1997 (File No. 333-42525), to which
the 462(b) Registration Statement relates. In rendering the opinions expressed
below, we are familiar with the actions taken by the Company in respect thereof
and have examined originals or certified or attested copies of such
certificates, records or documents as we have deemed necessary for the purposes
of this opinion.
We call your attention to the fact that the Indenture provides that it is
to be governed by and construed in accordance with the laws of the State of New
York. For purposes of our opinions expressed in paragraphs (3) and (4) below, we
have assumed, with your approval, that the Indenture would be governed by and
construed in accordance with the domestic substantive laws of the State of
Arkansas without giving effect to any choice or conflict of laws rule or
provision that would cause the application of the domestic substantive laws of
any other jurisdiction, and no opinion is expressed herein as to any matter
governed by any law other than such laws of Arkansas, the United States of
America and the General Corporation Law of the State of Delaware.
Based on the foregoing, we are of the opinion that:
(1) when the Registration Statement relating to the Debt Securities filed
with the Commission under the Securities Act of 1933, as amended, has been
declared effective, no further authorization, consent or approval by any
regulatory authority will be required for the valid issuance and sale of the
Debt Securities (except under the so-called "blue sky"
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or securities laws of the several states, as to the applicability of which we do
not express an opinion);
(2) when the Board of Directors of the Company or a committee designated
thereby, or the authorized officers of the Company acting pursuant to a
delegation of authority to them by such a committee, has determined the price
and other terms and conditions relating to the issue and sale of the Debt
Securities, the Debt Securities will have been duly authorized by the Company;
(3) upon the execution and delivery to the Trustee of the duly executed
written order of the Company, the Debt Securities will be issuable under the
terms of the Indenture; and
(4) upon the execution, certification and delivery of the Debt Securities
in accordance with the corporate and governmental authorizations referred to
above and in accordance with the Indenture, the Debt Securities will be valid
and legally binding obligations of the Company and will be entitled to the
benefits provided by the Indenture equally with any other series of Debt
Securities which may hereafter be issued under the Indenture pursuant to the
terms thereof.
The opinion expressed in numbered paragraph (4) is qualified to the extent
that enforcement of the rights and remedies in the Indenture and the Debt
Securities referred to therein is subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting the
rights and remedies of creditors and to general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at
law).
We understand that this opinion is to be used in connection with the
Company's additional Registration Statement on Form S-3 relating to the Debt
Securities to be filed with the Commission under the Securities Act of 1933, as
amended, pursuant to Rule 462(b). We consent to the filing of this opinion with
and as part of said Registration Statement and the use of our name therein and
in the related Prospectus and the caption "Legal Matters".
Very truly yours,
KUTAK ROCK
By: /s/ JEFFREY J. GEARHART
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-3) and related Prospectus of Tyson Foods, Inc. for the registration of
$40,000,000 of debt securities, of our reports dated November 14, 1997 with
respect to the consolidated financial statements and schedule of Tyson Foods,
Inc. included or incorporated in its Annual Report (Form 10-K) for the year
ended September 27, 1997, filed with the Securities and Exchange Commission.
We also continue to consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-3 No. 333-42525) and
incorporated by reference in this registration statement.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG
Little Rock, Arkansas
April 28, 1998
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-3 of Tyson Foods, Inc. to be filed on or about April 28, 1998 of our
report dated November 10, 1997, on our audits of the consolidated financial
statements and financial statement schedule of Hudson Foods, Inc. as of
September 27, 1997 and September 28, 1996, and for each of the three years in
the period ended September 27, 1997, which report is included in the Annual
Report on Form 10-K of Hudson Foods, Inc.
We also continue to consent to the reference to our firm under the caption
"Experts" which is included in the registration statement on Form S-3 of Tyson
Foods, Inc. (No. 333-42525) and incorporated by reference in this registration
statement.
/s/ COOPERS & LYBRAND L.L.P.
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Coopers & Lybrand, L.L.P.
Tulsa, Oklahoma
April 28, 1998
