<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 8, 1999
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 8, 1999, at 10:00 a.m., local time, for the following
purposes:
1.To elect twelve 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 18,
1998, 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 October 3, 1998, is being mailed to shareholders
together with this Notice and Proxy Statement.
By Order of the Board of Directors
R. Read Hudson
Secretary
Springdale, Arkansas
December 11, 1998
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 8, 1999
SOLICITATION AND REVOCATION OF PROXY
The enclosed proxy is solicited on behalf of the Board of Directors (the
"Board") of Tyson Foods, Inc., a Delaware corporation (the "Company"). It
is for use only at the Annual Meeting of Shareholders ("Annual Meeting") to
be held at the Walton Arts Center, 495 West Dickson Street, Fayetteville,
Arkansas, on Friday, January 8, 1999, 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 11, 1998.
OUTSTANDING STOCK AND VOTING RIGHTS
As of October 3, 1998, the outstanding shares of the Company's capital
stock consisted of 128,296,821 shares of Class A Common Stock, $.10 par
value ("Class A Common Stock"), and 102,645,423 shares of Class B Common
Stock, $.10 par value ("Class B Common Stock"). The holders of record of
the shares of Class A Common Stock and Class B Common Stock outstanding on
November 18, 1998, 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 October 3,
1998, 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
Tyson Limited Partnership Class B Common Stock 102,598,560(1) 99.9
2210 West Oaklawn Drive
Springdale, AR 72762-6999
Brinson Partners, Inc Class A Common Stock 11,558,490(2) 9.0
209 South LaSalle
Chicago, IL 60604-1295
Equitable Companies
Incorporated Class A Common Stock 7,170,605(3) 5.6
1290 Avenue of the Americas
New York, NY 10104
Invista Capital
Management, Inc. Class A Common Stock 6,474,000(4) 5.0
1800 Hub Tower
699 Walnut Street
Des Moines, IA 50309
</TABLE>
[FN]
(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
45.062 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, Chairman of the Board 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, Director and former Chairman of the Board and Chief Executive
Officer of the Company; Joe F. Starr, Director of the Company; 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
<PAGE>
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 250,000 shares of Class A Common Stock of the
Company.
(2)Based solely on information obtained from a Form 13F filed by Brinson
Partners, Inc. ("Brinson") with the Securities and Exchange Commission
on or about November 12, 1998. The foregoing information has been
included solely in reliance upon, and without independent investigation
of, the disclosures contained in Brinson's Form 13F.
(3)Based solely on information obtained from a Form 13F filed by Equitable
Companies Incorporated ("Equitable") with the Securities and Exchange
Commission on or about November 12, 1998. The foregoing information has
been included solely in reliance upon, and without independent
investigation of, the disclosures contained in Equitable's Form 13F.
(4)Based solely on information obtained from a Form 13F filed by Invista
Capital Management, Inc. ("Invista") with the Securities and Exchange
Commission on or about November 13, 1998. The foregoing information has
been included in reliance upon, and without independent investigation
of, the disclosures contained in Invista's Form 13F.
</FN>
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 October 3,
1998, by its directors, nominees for election as directors, named executive
officers and by all directors and executive officers as a group:
<PAGE>
<TABLE>
<CAPTION>
Shares of Percent of Shares of Percent of
Class A Outstanding Class B Outstanding
Name of Common Stock Class A Common Stock Class B Aggregate
Beneficial Beneficially Common Beneficially Common Voting
Owner Owned(1) Stock Owned(1) Stock Percentage
- ---------- --------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Don Tyson 459,711(2) * 102,598,560(3) 99.9 90.2
Leland E. Tollett(4) 3,113,414 2.4 *
Joe F. Starr(4) 1,975,033(5) 1.5 *
Neely E. Cassady 1,226,862 * *
Gerald M. Johnston 709,637 * *
Donald E. Wray 729,736 * *
John H. Tyson(4)(6) 297,764 * *
Wayne Britt 238,301 * *
Barbara A. Tyson(6) 157,658 * *
Greg W. Lee 122,167 * *
David S. Purtle 97,531 * *
Fred S. Vorsanger 51,000 * *
Shelby D. Massey 25,778 * *
Lloyd V. Hackley 10,329 * *
All Directors and
Executive Officers as
a Group (20 persons) 9,314,752 7.3 102,598,560(3) 99.9 82.3
</TABLE>
[FN]
* 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 250,000 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 Common Stock 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.
(5)Does not include 644,500 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.
</FN>
<PAGE>
ELECTION OF DIRECTORS
The Board for the ensuing year is currently set at twelve 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 twelve nominees has been chosen by the Board, and the Board
recommends that each be elected.
Don Tyson, 68, Senior Chairman of the Board, served as Chairman of the
Board until April 1995 when he was named Senior Chairman. Mr. Tyson
served as Chief Executive Officer until March 1991 and has been a member
of the Board since 1952.
John H. Tyson, 45, was named Chairman of the Board effective October
1, 1998. He had previously served as Vice Chairman since 1997 and
President of the Beef and Pork Division since 1993. He also has served
as Director of Governmental, Media and Public Relations, 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 member of the Board since 1984.
Joe F. Starr, 65, a private investor, served as a Vice President of
the Company until 1996. Mr. Starr has been a member of the Board since
1969.
Neely E. Cassady, 70, is Chairman of the Board of Cassady Investments,
Inc. and served as a Senator in the Arkansas General Assembly from 1983
to 1996. Mr. Cassady has been a member of the Board since 1974.
Fred Vorsanger, 70, is a private business consultant, manager of Bud
Walton Arena and Vice President Emeritus of Finance and Administration
at the University of Arkansas. He is a director of McIlroy Bank & Trust
of Fayetteville, Arkansas. Mr. Vorsanger was a city director and mayor
of Fayetteville and was a vice president at the University of Arkansas
from 1968 until 1988. He has been a member of the Board since 1977.
Leland E. Tollett, 61, retired as Chairman and Chief Executive Officer
October 1, 1998. He served as Chairman of the Board since April 1995. He
had served as Vice Chairman, President and Chief Executive Officer since
March 1991 and as President and Chief Operating Officer from 1983 until
1991. Mr. Tollett has been a member of the Board since 1984.
Shelby Massey, 65, is a farmer and a private investor. He served as
Senior Vice Chairman of the Board from 1985 to 1988 and has been a
member of the Board since 1985.
Barbara Tyson, 49, is a Vice President of the Company. Ms. Tyson has
served in related capacities for the past seven years and was previously
a Regional Sales Manager in the Foodservice Division. Ms. Tyson has been
a member of the Board since 1988.
Lloyd V. Hackley, 57, is President and Chief Executive Officer of
Lloyd V. Hackley and Associates, Inc. He was president of the North
Carolina Community College System from 1995 to 1997 and was Chancellor
<PAGE>
and Tenured Professor of Political Science at Fayetteville State
University, Fayetteville, North Carolina, from 1988 to 1995. Mr. Hackley
has been a member of the Board since 1992.
Donald E. Wray, 61, is President and Chief Operating Officer of the
Company. He has held his current titles since April 1995 after serving
as Chief Operating Officer since 1991 and as Senior Vice President of
the Sales and Marketing Division since 1985. Mr. Wray has been a member
of the Board since 1994.
Gerald M. Johnston, 56, a private investor, was Executive Vice
President of Finance for the Company from 1981 to 1996 when he stepped
down and became a consultant to the Company. Mr. Johnston has been a
member of the Board since 1996.
Wayne Britt, 49, was named Chief Executive Officer and was elected to
the Board effective October 1, 1998. Mr. Britt previously served as
served as Executive Vice President and Chief Financial Officer from 1996
to 1998; Senior Vice President, International Division from 1994 to
1996; Vice President, Wholesale Club Sales and Marketing from 1992 to
1994; and as Secretary-Treasurer; Controller; Cost and Budget Manager;
and Complex Controller prior to 1992.
Each of the foregoing nominees is currently serving as a director of the
Company and, with the exception of Wayne Britt, was elected at the last
Annual Meeting of Shareholders. Wayne Britt was elected by the Board
subsequent to the last Annual Meeting. 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 twelve 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 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.
<PAGE>
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. The Compensation
Committee, comprised of Fred S. Vorsanger, Shelby D. Massey and Neely E.
Cassady, held one meeting during fiscal 1998. The Compensation Committee
has established a special subcommittee (the "Compensation Subcommittee")
thereof comprised of Fred S. Vorsanger and Neely E. Cassady for the purpose
of administering the Company's performance-based compensation plans. The
Compensation Subcommittee held one meeting during fiscal 1998.
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 1998 were Fred S.
Vorsanger, Neely E. Cassady and Lloyd V. Hackley. The Audit Committee held
four meetings during fiscal 1998.
The Board has a special committee (the "Special Committee") 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 three meetings during fiscal 1998.
The Board held four regularly scheduled meetings, one special meeting and
three telephonic meetings in fiscal 1998. All current directors attended at
least 75% of the meetings.
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 former Chairman and Chief Executive Officer, the Chief
Executive Officer and the three highest paid executive officers of the
Company for such period in all capacities in which they served:
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation 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
1998 $600,000 $86,656 $437,444(1) -0- $170,875
1997 700,000 -0- 721,671(1) -0- 163,520
1996 720,000 -0- 979,839(1) -0- 51,120
Wayne Britt,
Chief Executive Officer(5)
1998 $331,090 $200,000 N/A -0- $36,687
1997 309,793 81,250 N/A 60,000 24,145
1996 246,250 -0- N/A 32,500 17,484
Leland E. Tollett,
Former Chairman and
Chief Executive Officer(5)
1998 $630,000 $630,000 N/A -0- $60,165
1997 630,000 -0- N/A 300,000 52,448
1996 607,500 -0- N/A -0- 43,132
Donald E. Wray,
President and Chief
Operating Officer
1998 $439,285 $200,000 N/A -0- $41,934
1997 419,018 -0- N/A 150,000 34,855
1996 398,869 -0- N/A 25,000 28,319
David S. Purtle,
Executive Vice President,
Operations, Warehousing
and Transportation
1998 $331,089 $120,000 N/A -0- $34,599
1997 313,525 81,250 N/A 52,500 26,086
1996 294,062 -0- N/A 32,500 20,878
Greg W. Lee,
Executive Vice President,
Sales, Marketing, and
Technical Services
1998 $331,089 $120,000 N/A -0- $34,847
1997 309,793 81,250 N/A 52,500 25,763
1996 275,000 -0- N/A 32,500 19,525
</TABLE>
[FN]
(1)In 1998, "Other Annual Compensation" for Mr. Tyson includes travel and
entertainment costs and amounts reimbursed for estimated income tax
liability related thereto of $235,800 and $164,200, respectively. In
1997, "Other Annual Compensation" for Mr. Tyson includes travel and
<PAGE>
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.
(2)In 1998, "All Other Compensation" includes the following for Messrs.
Tyson, Britt, Tollett, Wray, Purtle and Lee: (i) Company matching
contributions to the Employee Stock Purchase Plan of $30,000; $17,554
$31,500; $21,964; $16,554 and $16,554 for each named executive,
respectively; (ii) Company contributions to the Executive Savings Plan
of $29,475; $12,733; $22,265; $13,570; $11,645 and $11,893 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 1998 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 1997, "All Other Compensation" includes the following for Messrs.
Tyson, Britt, Tollett, Wray, Purtle and Lee: (i) Company matching
contributions to the Employee Stock Purchase Plan of $35,000; $14,359;
$31,500; $20,951; $15,680; and $15,490 for each named executive,
respectively; (ii) Company contributions to the Executive Savings Plan
of $17,120; $3,205; $14,548; $7,504; $4,006; 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.
(4)In 1996, "All Other Compensation" includes the following for Messrs.
Tyson, Britt, Tollett, Wray, Purtle and Lee: (i) Company matching
contributions to the Employee Stock Purchase Plan of $36,000; $12,313;
$30,375; $19,943; $14,703; and $13,750 for each named executive,
respectively; and (ii) Company contributions to the Executive Savings
Plan of $15,120; $5,171; $12,758; $8,376; $6,175; 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.
(5)Effective October 1, 1998, Leland E. Tollett retired as Chairman and
Chief Executive Officer of the Company and John H. Tyson was elected
Chairman of the Board and Wayne Britt was elected Chief Executive
Officer of the Company.
</FN>
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.
<PAGE>
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
Number of Securities
Underlying Unexercised
Options/SARs Value of Unexercised In-
at FY-end the-Money Options/SARs
Shares Unexercised at FY-end(1)
Acquired on Value ------------------------- -------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- -----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Don Tyson - - - - - -
Wayne Britt - - 12,000 119,250 $79,650 $567,639
Leland E. Tollett - - 11,250 307,500 $74,728 $993,559
Donald E. Wray - - 11,250 195,000 $74,728 $764,783
David S. Purtle - - 12,000 111,750 $79,650 $544,045
Greg W. Lee - - 8,250 111,750 $54,741 $544,045
</TABLE>
[FN]
(1)Amounts represent the market value ($21.0625) less the exercise or base
price for all shares underlying unexercisable options as of October 3,
1998.
</FN>
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, Wayne Britt, John H. Tyson, Leland E.
Tollett, Barbara A. Tyson, Donald E. Wray and Gerald M. Johnston, directors
who are also employees or consultants of the Company, receive $2,500 per
regular quarterly meeting. Outside directors are compensated at the rate of
$1,000 per day for time spent on board-related activities.
Arrangements 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, 1999, 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 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
<PAGE>
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.
The Company and each of Leland E. Tollett and Donald E. Wray entered into
contracts which provide that they will continue to furnish advisory
services to the Company for a period of up to ten years following the date
of their retirement from full-time employment. In consideration for their
respective advisory services, beginning January 1, 1999, Mr. Tollett will
receive an annual salary of $350,000 for three years, $310,000 for the next
two years and $125,000 for the next five years, and, following Mr. Wray's
retirement, Mr. Wray will receive $200,000 for the first five years and
$100,000 for the next five years. The contracts also provide for continued
vesting of outstanding stock options and continuation of health benefits.
In the event of either executive's death: (i) the above described benefits
will be paid to his surviving spouse until her death at which time all
benefits shall cease and (ii) all unexercised stock options issued to the
executive will be purchased by the Company based upon the value of such
options on the business day immediately succeeding his death. No benefits
will be payable under the contracts in the event an executive accepts
employment with any competitor of the Company.
REPORT OF COMPENSATION COMMITTEE
The Compensation Committee was comprised during fiscal 1998 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 1998.
<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 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. In fiscal 1998, approximately 85% of the
Company's revenues were 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., Pilgrim's Pride Corporation, Sanderson Farms, Inc., and
WLR Foods, Inc. Although there are other producers of poultry and poultry
products, the Compensation Committee believes that the percentage of
poultry sales to total sales of the foregoing group more closely represents
that of the Company.
<PAGE>
Fiscal 1998 Compensation
For fiscal 1998, 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, and
(iv) 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
management and approved by the Compensation Committee. 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, the relative mix between cash and long-term compensation, and
the desire to reward and retain a sound management team.
Fiscal 1998 was a year of transition and refinement for the Company. In
January, the Company completed the acquisition of Hudson Foods, Inc., the
country's fifth largest chicken producer. This acquisition, along with
certain other steps implemented by management during fiscal 1998 (including
a restructuring of the Company's operations and a strengthening of the
Company's focus on its core chicken business) all helped to position the
Company for the future. Still, while both the Hudson acquisition and the
restructuring program are expected to have positive impacts on future
results, they, together with certain other events occurring during fiscal
1998, adversely affected the ability of the Company to achieve its
performance goals. Worldwide economic instability, the collapse of the
Russian marketplace, instability in the domestic chicken market earlier in
the fiscal year and an oversupply of competing meat proteins presented
significant challenges for management and adversely affected financial
results. After balancing the Company's performance, challenges and
achievements in fiscal 1998 with the importance of rewarding and retaining
a sound management team for the future, the Compensation Committee, upon
the advice and recommendation of the Chairman and the Chief Executive
Officer, subjectively determined to award cash bonuses to management.
<PAGE>
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 1998, did not grant any options to any Company employees.
Further, the Compensation Subcommittee did not award any restricted shares
of Class A Common Stock under the Company's Restricted Stock Bonus Plan.
Senior Chairman, 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, the Company's former
Chairman and Chief Executive Officer, has been 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. The Compensation Committee used similar criteria in
establishing the base salaries for John H. Tyson and Wayne Britt in their
new capacities as Chairman and Chief Executive Officer, respectively.
Effective fiscal 1995, the Compensation Subcommittee (with the approval
of the Shareholders of the Company) adopted the Senior Executive
Performance Bonus Plan to comply with the provisions of OBRA. The
performance-based plan provides that participants thereunder 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 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.
The only participants under the Senior Executive Performance Bonus Plan
during fiscal 1998 were Don Tyson and Leland E. Tollett. 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 1998 of $1,492,400 and $639,600, respectively.
Based in part on such eligibility, the Compensation Subcommittee awarded
Messrs. Tyson and Tollett bonuses of $86,656 and $630,000, respectively.
The Compensation Subcommittee also determined that Mr. Tollett, effective
at the time of his retirement, would no longer be eligible for bonuses
<PAGE>
under the Senior Executive Performance Bonus Plan and that Don Tyson, John
H. Tyson and Wayne Britt would be eligible thereunder for the 1999 fiscal
year.
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 1998 adequately reflect the Company's
compensation goals and policies.
Fred S. Vorsanger*
Neely E. Cassady*
Shelby D. Massey
*Members of Compensation Subcommittee
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.
<TABLE>
<CAPTION>
[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.
1993 1994 1995 1996 1997 1998
---- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Tyson Foods 100 112.63 126.55 126.30 167.13 142.49
S&P 500 100 103.69 134.53 161.88 227.36 247.92
Peer Group 100 136.52 124.55 127.65 177.26 199.85
</TABLE>
__________
Source S&P Compustat Services, Inc.
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 1993.
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
<PAGE>
follows: Cagle's, Inc., Golden Poultry Company, Inc., Hudson Foods, Inc.,
Pilgrim's Pride Corporation, Sanderson Farms, Inc., and WLR Foods, Inc.;
however, 1998 does not include Golden Poultry Company, Inc. which was
acquired by Gold Kist, Inc., and Hudson Foods, Inc., which was acquired by
the Company. 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 1998. 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 1998, 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 1998, 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) entities in which Joe F. Starr
and the children of Don Tyson, including John H. Tyson, are partners or
owners, $1,127,080; (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, $30,000;
(vii) Leland E. Tollett, $226,486; (viii) certain entities controlled by
Joe F. Starr, $105,500; (ix) Gerald M. Johnston, $397,728; (x) a
partnership in which Gerald M. Johnston and Donald E. Wray are among the
partners, $98,880; and (xi) an entity owned in part by Wayne Britt,
$512,012.
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 1998.
<PAGE>
3. 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 1998.
4. 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 1998, the purchases from the
Company of the above-enumerated items, which were at fair market value, by
such persons were: Don Tyson, $6,757,678; Joe F. Starr, $1,564,626; Barbara
A. Tyson, $1,220,630; and John H. Tyson, $1,989,501.
5. During fiscal 1998, the Company had contracts for poultry growout
services with (i) a partnership in which Gerald M. Johnston and Donald E.
Wray are among the partners with aggregate payments of $167,358; and (ii)
an entity owned by Gerald M. Johnston with aggregate payments of $84,273.
6. The Company previously has entered into an agreement, which was
amended effective October 1, 1997, 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
$3,298,899 for fiscal 1998 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 $1,891,787 for fiscal 1998 pursuant to such
agreement.
7. During fiscal 1998, the Company sold chicken products at market
prices for a total amount of $1,056,217 to a company in which the adult son
of Gerald M. Johnston holds a substantial interest.
8. During fiscal 1998, the Company leased office and warehouse space
from entities in which Joe F. Starr and the children of Don Tyson,
including John H. Tyson, are partners or owners, with aggregate lease
payments of $186,000.
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. 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. During 1998,
substantially all cash maintained in the Plan was distributed to Plan
participants. The portion of distributions made to directors and executive
officers attributable to proceeds received from the Company's purchase of
such shares and real estate assets was as follows: Don Tyson, $20,429,323;
Wayne Britt, $436,691; Leland E. Tollett, $6,639,130; John H. Tyson,
$219,825; Donald E. Wray, $3,995,242; David S. Purtle, $143,932; Greg W.
Lee, $177,608; Barbara Tyson, $295,071; Gerald Johnston, $945,640; and
Shelby D. Massey, $446,589.
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
The Company's directors and executive officers are required to file under
the Securities Exchange Act of 1934 reports of ownership and changes of
ownership with the SEC.
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, except that Roy Brown
inadvertently failed to file one Form 4 Statement of Changes in Beneficial
Ownership for the month of August 1998 to report the sale of Class A Common
Stock.
AUDITORS TO BE PRESENT
A representative of Ernst & Young LLP, the Company's auditors for fiscal
1998 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 2000 Annual
Meeting of Shareholders (the "2000 Annual Meeting") must be received by the
Company on or before August 12, 1999, 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 14a-8
under the Securities Exchange Act of 1934.
Additionally, the Company's bylaws provide that for a shareholder
proposal to be brought before and considered at an annual meeting by a
shareholder proponent (the "Proponent"), such Proponent must provide,
deliver or mail notice thereof to the Secretary of the Company at the
principal executive office of the Company (and such Secretary must receive
such notice) not less than 75 days nor more than 100 days prior to the date
of such annual meeting. For such provision to be effective, the Company
must have provided notice to shareholders, or otherwise publicly disclose,
the date of the annual meeting at least 85 days in advance thereof. If no
notice or public disclosure is made by the Company within that time frame,
the Proponent's notice to be timely received must be received not later
than the close of business on the 10th day following the day on which
notice of the meeting is actually mailed to shareholders or public
disclosure of the meeting date is actually made. The actual date of the
Company's 2000 Annual Meeting has not yet been determined. The Company
anticipates that public disclosure of the date of the 2000 Annual Meeting
will be made in the Company's Quarterly Report on Form 10-Q for the third
quarter of fiscal 1999, which report will be filed with the Securities and
Exchange Commission in August 1999.
<PAGE>
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 1998 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 18, 1998, 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
R. Read Hudson
Secretary
December 11, 1998
<PAGE>
(FRONT) TYSON FOODS, INC.
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
JANUARY 8, 1999
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 8, 1999, 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 twelve (12) and to
elect twelve (12) directors:
Don Tyson, John H. Tyson, Wayne Britt, 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.
<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.
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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
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SIGNATURE(S) DATE
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