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As filed with the Securities and Exchange Commission on January 30, 1998
Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
TYSON FOODS, INC.
(Exact name of Registrant as specified in its Charter)
Delaware 201 71-0225165
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Identification
Incorporation or Classification Code Number)
Organization) Number)
2210 West Oaklawn Drive
Springdale, Arkansas 72762-6999
(501) 290-4000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
Wayne Britt
Executive Vice President
and Chief Financial Officer
2210 West Oaklawn Drive
Springdale, Arkansas 72762-6999
(501) 290-4000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copy to:
Robert B. Pincus, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Rodney Square
Wilmington, Delaware 19801
(302) 651-3000
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement, which
relates to the Merger (as defined herein) of Hudson Foods, Inc. with and into
HFI Acquisition Sub Inc., a wholly owned subsidiary of Tyson Foods, Inc.
pursuant to the Agreement and Plan of Merger described herein.
If this form is being filed to register additional securities for an
offering pursuant to Rule 462(b) 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.
Registration No. 333-41887
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CALCULATION OF REGISTRATION FEE
Title of Each Amount Proposed Proposed Amount of
Class of to be Maximum Maximum Registration
Securities to Registered Offering Aggregate Fee(3)
be Registered Price Offering
Per Price(2)
Security
(2)
Class A 47,291(1) N.A. $933,993.30 $275.53
Common Stock,
$.10 par
value........
........
(1) Based on the number of shares of Class A Common Stock, par value $.01
per share ("Hudson Class A Common Stock"), of Hudson Foods, Inc. ("Hudson")
issued upon the exercise of options during the period from November 28, 1997
to January 9, 1998, which shares were excluded from the Calculation of
Registration Fee Table in the Registration Statement on Form S-4 of Tyson
Foods, Inc. (Commission File No. 333-41887) filed with the Commission on
December 10, 1997.
(2) Calculated solely for the purpose of determining the registration fee
required by Section 6(b) of the Securities Act of 1933, as amended (the
"Securities Act"), and computed pursuant to Rule 457(f) under the Securities
Act by multiplying $20.25, the average of the high and low sale prices of
Hudson Class A Common Stock on January 9, 1998, as reported on the New York
Stock Exchange, Inc. Composite Transactions Tape, by 78,818, the number of
shares of Hudson Class A Common Stock issued upon the exercise of options
during the period from November 28, 1997 to January 9, 1998, and deducting
$8.40 per share, or an aggregate of $662,071.20, in respect of the cash
portion of the Per Share Merger Consideration (as defined in the Agreement
and Plan of Merger, dated as of September 4, 1997, among Tyson, HFI
Acquisition Sub Inc. and Hudson Foods, Inc.) attributable to such shares.
(3) Pursuant to Rule 457(b) under the Securities Act, the registration fee
is offset in its entirety by the fee in the amount of $136,882 which was paid
on October 1, 1997 in connection with the filing of preliminary proxy
materials. The amount previously paid exceeds the aggregate filing fee
required in connection with this Registration Statement and the Registration
Statement on Form S-4 of Tyson Foods, Inc. (Commission File No. 333-41887)
filed with the Commission on December 10, 1997.
__________________
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 Registra
tion Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.
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INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed with the SEC are incorpo-
rated herein by reference:
1. Registration Statement on Form S-4 of Tyson Foods, Inc. (Commission File
No. 333-41887) filed with the Commission on December 10, 1997.
Item 21. Exhibits and Financial Statement Schedules
(a) The following is a list of Exhibits included as part of this
Registration Statement on Form S-4 of Tyson Foods, Inc.
Exhibit Description Page
No.
5.1 Opinion of Skadden, Arps, Slate, 7-8
Meagher & Flom LLP to Tyson Foods,
Inc. regarding the legality of the
securities being registered.
23.1 Consent of Ernst & Young LLP. 9
23.2 Consent of Coopers and Lybrand L.L.P. 10
23.3 Consent of Skadden, Arps, Slate,
Meagher & Flom LLP (included in its
opinion filed as Exhibit 5.1 hereto).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement on Form S-4 of
Tyson Foods, Inc. to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Springdale, State of Arkansas, on this 30th
day of January, 1998.
TYSON FOODS, INC.
By:/s/ Wayne Britt
----------------------------
Wayne Britt
Executive Vice President
and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Leland E. Tollett and Wayne Britt, and
each of them, each with full power to act without the other, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for such person and in his name, place and stead, in any and
all capacities, to sign any or all further amendments or supplements (includ
ing post-effective amendments) to this Registration Statement on Form S-4 and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto each of said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully as to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that each of
said attorneys-in-fact and agents, or his substitutes, may lawfully do or
cause to be done by virtue thereof.
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Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated below.
Signature Title Date
/s/ Don Tyson Senior Chairman January 30, 1998
Don Tyson of the Board of
Directors
/s/ Leland E. Tollett Chairman of the January 30, 1998
Leland E. Tollett Board of
Directors and
Chief Executive
Officer
/s/ Donald E. Wray President, January 30, 1998
Donald E. Wray Chief Operating
Officer and
Director
/s/ Wayne Britt Chief Financial January 30, 1998
Wayne Britt Officer
/s/ Joe F. Starr Director January 30, 1998
Joe F. Starr
/s/ John E. Tyson Vice Chairman January 30, 1998
John E. Tyson of the Board of
Directors
/s/ Shelby D. Massey Director January 30, 1998
Shelby D. Massey
/s/ Neely E. Cassady Director January 30, 1998
Neely E. Cassady
/s/ Fred S. Vorsanger Director January 30, 1998
Fred S. Vorsanger
/s/ Barbara A. Tyson Director January 30, 1998
Barbara A. Tyson
/s/ Lloyd V. Hackley Director January 30, 1998
Lloyd V. Hackley
/s/ Gerald M. Johnston Director January 30, 1998
Gerald M. Johnston
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EXHIBIT INDEX
The following exhibits are filed with this Registration Statement
on Form S-4 of Tyson Foods, Inc. Page references are to the cover page
preceding each attached Exhibit.
Exhibit Description Page
No.
5.1 Opinion of Skadden, Arps, Slate, 7-8
Meagher & Flom LLP to Tyson Foods,
Inc. regarding the legality of the
securities being registered.
23.1 Consent of Ernst & Young LLP. 9
23.2 Consent of Coopers and Lybrand L.L.P. 10
23.3 Consent of Skadden, Arps, Slate,
Meagher & Flom LLP (included in its
opinion filed as Exhibit 5.1 hereto).
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EXHIBIT 5.1
[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]
January 30, 1998
Tyson Foods, Inc.
2210 West Oaklawn Drive
Springdale, Arkansas 72762-6999
Re: Tyson Foods, Inc. -- Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to Tyson Foods, Inc., a Delaware
corporation ("Tyson"), in connection with the preparation of a Registration
Statement on Form S-4 (the "Rule 462(b) Registration Statement") filed by
Tyson with the Securities and Exchange Commission (the "Commission") pursuant
to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the
"Securities Act"). On December 10, 1997, Tyson filed with the Commission a
Registration Statement on Form S-4 (Commission File No. 333-41887, the
"Registration Statement") which relates to the issuance of shares of Class A
Common Stock, par value $.10 per share, of Tyson ("Tyson Class A Common
Stock") in connection with the acquisition by Tyson of Hudson Foods, Inc., a
Delaware corporation ("Hudson"), pursuant to the Agreement and Plan of Merger
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 (the "Merger Agreement"). As permitted by Rule 462(b), the Rule
462(b) Registration Statement relates to the issuance of 47,291 additional
shares of Tyson Class A Common Stock (the "Shares") pursuant to the Merger
Agreement.
Upon the terms and subject to the conditions set forth in the
Merger Agreement, at the effective time of the merger contemplated thereby
(the "Merger"), (i) Hudson was merged with and into Merger Sub, with Merger
Sub continuing as the surviving corporation and a wholly owned subsidiary of
Tyson and (ii) each outstanding share of Class A Common Stock, par value $.01
per share, of Hudson ("Hudson Class A Common Stock") and 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") was
converted into the right to receive (a) $8.40 in cash, without interest
thereon, and (b) six-tenths (0.6) of a validly issued, fully paid and
nonassessable share of Tyson Class A Common Stock.
This opinion is being furnished to you in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
Capitalized terms used and not otherwise defined herein have the respective
meanings ascribed to such terms in the Merger Agreement.
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (a) the
Rule 462(b) Registration Statement; (b) the Registration Statement; (c) the
Merger Agreement; (d) the Certificate of Merger filed by Tyson with the
Secretary of State of the State of Delaware effectuating the Merger; (e) a
specimen certificate representing the Shares; (f) the Restated Certificate of
Incorporation and By-laws of Tyson, each as presently in effect; and (g)
certain resolutions of the Board of Directors of Tyson relating to the
approval of the Merger, the issuance of the shares of Tyson Class A Common
Stock, including the Shares, in connection therewith and related matters. We
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have also examined originals or copies, certified or otherwise identified to
our satisfaction, of such other documents, certificates and records as we
have deemed necessary or appropriate as a basis for the opinions set forth
herein.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified, facsimile, conformed or
photostatic copies and the authenticity of the originals of such copies. In
making our examination of documents executed by parties other than Tyson, we
have assumed that such parties had the power, corporate or other, to enter
into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and the validity and binding
effect of such documents on such parties. As to any facts material to the
opinions expressed herein which we did not independently establish or verify,
we have relied upon the oral or written statements and representations of
officers and other representatives of Tyson and others.
Members of this firm are admitted to the bar of the State of Dela
ware, and we do not express any opinion as to the laws of any other jurisdic-
tion.
Based upon and subject to the foregoing, we are of the opinion that
the issuance of the Shares in the Merger has been duly authorized and, when
(i) the Rule 462(b) Registration Statement becomes effective; and (ii)
certificates representing the Shares in the form of the specimen certificates
examined by us have been duly executed and delivered in exchange for issued
and outstanding shares of Hudson Common Stock as provided in the Merger Agree
ment, the Shares will be validly issued, fully paid and nonassessable.
This opinion is solely for your benefit in connection with the
transactions contemplated by the Merger Agreement and, except as set forth in
the following sentence, may not be used, circulated, quoted or otherwise
referred to by any other person or entity or for any other purpose without
our express written permission. We hereby consent to the filing of this
opinion with the Commission as an exhibit to the Rule 462(b) Registration
Statement. We also hereby consent to the references to this firm contained
in the Rule 462(b) Registration Statement. In giving this consent, we do not
thereby admit that we are included in the category of persons whose consent
is required under Section 7 of the Securities Act or the rules and regula-
tions of the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate,
Meagher & Flom LLP
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm in the Registration Statement on Form
S-4, of Tyson Foods, Inc. filed with the Securities and Exchange Commission
on the date hereof for the registration of 47,291 shares of its Class A
common stock and to the incorporation by reference therein of our reports
dated November 14, 1997, with respect to the consolidated financial
statements of Tyson Foods, Inc. incorporated by reference in its Annual
Report (Form 10-K) for the year ended September 27, 1997 and the related
financial statement schedule included therein, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Little Rock, Arkansas
January 30, 1998
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of Tyson Foods, Inc. on Form S-4 (File No. ) of our report dated November
10, 1997, on our audits of the financial statements and financial statement
schedule of Hudson Foods, Inc. as of September 27, 1997, and September 29,
1996, and for each of the three years in the period ended September 27, 1997,
which report is included in the Annual Report of Hudson Foods, Inc.
/s/ Coopers & Lybrand L.L.P.
Tulsa, Oklahoma
January 30, 1998
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