[IBP GREEN LOGO
TO BE INSERTED
HERE]
March 13, 1996
Dear Stockholder
The Annual Meeting of Stockholders will be held on April 18, 1996, at
the IBP headquarters in Dakota City, Nebraska. In the past very few
stockholders have attended our annual meeting primarily due to our largely
institutional stockholder base and the limitation of annual meeting
activities to only those that are formally required. However, to obtain
current information regarding the Company, investors may call the Investor
Relations Department and receive a recorded message of IBP's recent press
releases. If access to a facsimile machine with a polling feature is
available, copies of IBP's most recent earnings release, Annual Report, 10-K,
10-Q, Proxy Statement or IBP Fact Sheet may be received by facsimile
transmission. The number to call is (800) 416-1027, then choose the
appropriate option.
Sincerely,
Robert L. Peterson
Chairman of the Board
and Chief Executive Officer
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only [as permitted by Rule
14a-6(e)(2)]
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
IBP, inc.
Payment of Filing fee (check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-
6(i)(2) or Item 22(a)(2) of Schedule 14A
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act rules 14a-6(i)(4) 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
is determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check how 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:
IBP, inc.
IBP Avenue
Post Office Box 515
Dakota City, NE 68731
=======================
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held April 18, 1996
To the Stockholders:
The Annual Meeting of Stockholders of IBP, inc. will be held in the
training room of the corporate headquarters located on IBP Avenue in Dakota
City, Nebraska, on Thursday, April 18, 1996, at 3:00 p.m. Central Daylight
Time for the following purposes:
1. To elect eight directors to serve for one year terms
expiring at the annual meeting in 1997 and until their
successors are elected and qualified;
2. To authorize an amendment to the Articles of
Incorporation increasing the authorized shares of IBP
Common Stock from 100,000,000 shares to 200,000,000
shares;
3. To approve the continuation of the stock options plans
for management by approving the 1996 Stock Option
Plan;
4. To approve the continuation of a stock grant plan for
officers by approving the 1996 Officer Long-Term Stock Plan; and
5. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on March 8, 1996,
will be entitled to notice of and to vote at the meeting.
In order to assure a quorum, all stockholders are urged to vote by
proxy or attend the meeting. However, whether or not you expect to attend,
we urge you to read the accompanying proxy statement and then complete, sign,
date and return the enclosed proxy card in the enclosed postage prepaid
envelope. It is important that your shares be represented at the meeting.
Your promptness will assist us in preparing for the meeting and avoiding the
cost of a follow-up mailing. If you receive more than one proxy card because
you own shares registered in different names or at different addresses, each
proxy card should be completed and returned.
Robert L. Peterson
Chairman of the Board
Dakota City, Nebraska
March 13, 1996
IBP, inc.
IBP Avenue
Post Office Box 515
Dakota City, NE 68731
=======================
PROXY STATEMENT
=======================
GENERAL INFORMATION
The enclosed proxy card, IBP's Annual Report to Stockholders and this
proxy statement have been mailed to stockholders on or about March 13, 1996,
in connection with the solicitation of proxies by the Board of Directors of
IBP, inc. ("IBP") for use at the Annual Meeting of Stockholders to be held in
the training room of the corporate headquarters located on IBP Avenue in
Dakota City, Nebraska, on April 18, 1996, at 3:00 p.m. Central Daylight Time.
Stockholders of record at the close of business on March 8, 1996, are
entitled to notice of and to vote at the meeting and at any adjournment
thereof. As of the close of business on February 27, 1996, IBP had
outstanding $94,739,052 shares of Common Stock, each of which is entitled to
one vote.
Unless instructed otherwise, the persons named as proxies intend to vote
shares of Common Stock represented by duly executed proxies FOR the election
of the nominees for director selected by the Board of Directors, FOR the
authorization of an amendment to the Articles of Incorporation increasing the
authorized shares of IBP Common Stock from 100,000,000 to 200,000,000 shares,
FOR the approval of the 1996 Stock Option Plan and FOR the approval of the
1996 Officer Long-Term Stock Plan. If any other business is properly brought
before the annual meeting, the proxies will be voted in accordance with the
discretion of the persons named as proxies. Any proxy may be revoked by the
stockholder at any time prior to the voting of the proxy at the meeting by a
written revocation received by the Secretary of IBP, by properly executing
and delivering a later-dated proxy or by attending the meeting and requesting
the return of the proxy and voting in person.
A majority of the outstanding shares of Common Stock must be represented
at the annual meeting in person or by proxy in order to constitute a quorum
for the transaction of business. The record holder of each share of Common
Stock as of March 8, 1996, will have one vote for each share so held.
Directors are elected by a plurality of the votes cast. Stockholders may
not cumulate their votes. The eight candidates receiving the highest number
of votes will be elected as directors. Under Delaware law and IBP's Bylaws,
abstentions and broker non-votes are not counted and have no effect on the
tally as to which of the eight candidates have received the highest number of
votes and are elected as directors, except that the withholding or abstention
of a vote denies the candidate that vote. A vote of the majority of the
shares entitled to vote is required for the authorization to amend the
articles of incorporation. A broker non-vote is not counted towards the
amendment to the Articles of Incorporation and an abstention of a vote would
deny the amendment that vote in regards to the amendment receiving the
approval of a majority of the shares entitled to vote. A vote of the
majority of shares represented at the meeting is required for approval of the
1996 Stock Option Plan and the 1996 Officer Long-Term Stock Plan. The effect
of an abstention on the 1996 Stock Option Plan or the 1996 Officer Long-Term
Stock Plan is the same as a vote against the 1996 Stock Option Plan or the
1996 Officer Long-Term Stock Plan. A broker non-vote has no effect on the
vote for or against the 1996 Stock Option Plan and 1996 Officer Long-Term
Stock Plan.
1
Under certain conditions, if you do not exercise the voting rights of
stock in which you hold the beneficial interest, those shares might be voted
by the record owner.
Solicitation of Proxies
The expense of this solicitation will be paid by IBP. To the extent
necessary to assure sufficient representation at the meeting, proxies may be
solicited by any appropriate means by officers, directors and regular
employees of the Company for which they will receive no additional
compensation. IBP will retain the services of Corporate Investor
Communications at a cost of approximately $7,000, plus certain mailing costs,
to deliver proxy material and to aid in the solicitation of proxies to ensure
that a quorum is represented at the annual meeting. IBP will pay persons
holding stock in their names or the names of their nominees, but not owning
such stock beneficially, such as brokerage houses, banks and other
fiduciaries, for the expense of forwarding soliciting material to their
principals.
Stockholder Proposals for 1997 Annual Meeting
In the event that any stockholder desires to submit a proposal for action
at the 1997 Annual Meeting of Stockholders, such proposal must be received at
IBP's principal offices at IBP Avenue, Post Office Box 515, Dakota City,
Nebraska 68731, marked to the attention of the Secretary of IBP, no later
than November 12, 1996. It is suggested that any stockholder desiring to
submit a proposal do so by Certified Mail, Return Receipt Requested.
Stockholders should also note that, in addition to the requirement of timely
receipt by IBP of a proposal, a proposal must comply with the requirements of
Section 14(a) of the Securities Exchange Act of 1934 to be included in the
proxy solicitation material for the 1997 Annual Meeting of Stockholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of March 1, 1996, to the knowledge of IBP, no person beneficially owned
5% or more of any class of the outstanding voting securities of IBP, except
as follows:
Amount
and
Nature
of
Beneficial
Ownership Percent of
Title of Name and Address of (#) Class (%)
Class Beneficial Owner
Common Stock Pioneering Management Corporation 8,477,200(1) 8.9
60 State Street
Boston, MA 02114
Common Stock Mellon Bank Corporation 5,938,000(2) 6.3
One Mellon Bank Center
Pittsburgh, PA 15258
__________________
(1) After the two for one stock split on January 19, 1996, payable in the
form of a dividend, Pioneering Management Corporation has sole
investment power over 377,200 shares, and sole voting power over
8,477,200 shares, according to its Schedule 13G dated January 26,
1996, and filed with the Securities Exchange Commission ("SEC").
2
(2) After the two for one stock split on January 19, 1996, payable in the
form of a dividend, Mellon Bank Corporation has sole investment power
over 5,304,000 shares, and sole voting power over 4,742,000 shares,
according to its Schedule 13G dated January 22, 1996, and filed with
the Securities Exchange Commission ("SEC").
ELECTION OF DIRECTORS
It is intended that proxies received will be voted FOR the election of
eight nominees as directors unless authority to so vote is withheld.
Although the Board of Directors does not know of any reason why any nominee
will be unavailable for election, in the event any nominee should be
unavailable at the time of the meeting, the proxies may, but need not, be
voted for a substitute nominee selected by the Board of Directors.
The Bylaws of IBP provide that any stockholder entitled to vote for the
election of directors at a meeting may nominate persons for election as
directors by giving timely notice in proper written form, containing the
information required by the Bylaws, to the Secretary of IBP. To be timely,
such notice must be delivered to or mailed to and received at the principal
executive offices of IBP not less than 30 nor more than 60 days prior to the
meeting. However, if less than 40 days' notice or public disclosure
of the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the tenth day following the day on which such notice of the date
of the meeting was mailed or such public disclosure was made, whichever first
occurs.
The following biographical information is furnished as of January,
1996,with respect to each of the eight nominees for election as director at
the annual meeting.
RICHARD L. BOND, 48 Director since 1995
Mr. Bond has served as the President, Fresh Meat of IBP, inc. since March
1, 1995. Prior to that he was the Executive Vice President, Beef Division
since 1994 and the Group Vice President, Beef Sales and Marketing since 1989.
JOHN S. CHALSTY, 62 Director since 1987
Mr. Chalsty was elected President and Chief Executive Officer of
Donaldson, Lufkin & Jenrette, Inc. ("DLJ") on September 4, 1986, after having
served as Chairman of DLJ's Capital Markets Group for more than two years.
He joined the firm in 1969 as an oil analyst. He was named director of
research and elected to DLJ's Board of Directors in 1972 and was appointed
head of the investment banking division in 1979. When the firm was
reorganized in January, 1984, Mr. Chalsty was named Chairman of the Capital
Markets Group. Currently, Mr. Chalsty is also a member of the Board of
Directors of Anchor Glass Container. Mr. Chalsty is also a member, past
President and Director of the New York Society of Security Analysts, a member
and past Director of the Financial Analysts Federation and a member of the
Executive Council on Foreign Diplomacy, Board of Overseers. In addition, Mr.
Chalsty is a Director, Vice President and Chairman of the Finance Committee
of the Girl's Club of New York, Director and Chairman of the Finance
Committee of the Teagle Foundation, Inc., a Director of the Lincoln Center
Theater, a Director of the Foundation for the Joffrey Ballet, Inc. and a
member of the Board of Trustees of The Saint Barnabas Medical Center.
3
DR. WENDY L. GRAMM, 51 Director since 1993
Dr. Gramm chaired the Commodity Futures Trading Commission from 1988 to
1993. She has served as Administrator for Information and Regulatory Affairs
at the White House Office of Management and Budget (OMB) and was the
Executive Director of the Presidential Task Force on Regulatory Relief. Dr.
Gramm also directed the Federal Trade Commission's Bureau of Economics. She
holds a Ph.D. in economics from Northwestern University and began her career
as a professor of economics at Texas A&M University. Dr. Gramm currently is
a Professor of Economics and Administration at the University of Texas in
Arlington and is a self-employed consultant. She serves on the Board of
Visitors, College of Business Administration at the University of Iowa, the
International Capital Markets Advisory Committee to the New York Stock
Exchange Board of Directors, the National Advisory Boards of the Independent
Women's Forum and the International Republican Institute. She has also been
named to the Boards of Directors of Enron Corporation, State Farm Insurance
Companies and the Chicago Mercantile Exchange.
DAVID C. LAYHEE, 51 Director since 1995
Mr. Layhee has served as the President, Consumer Products of IBP, inc.
since March 1, 1995. Prior to that he was the Group Vice President, Design
Products since 1989.
EUGENE D. LEMAN, 53 Director since 1989
Mr. Leman has served as the President, Allied Group of IBP since March 1,
1995. Prior to that he was the Executive Vice President, Pork Division
since 1986.
ROBERT L. PETERSON, 63 Director since 1976
Mr. Peterson has served as Chairman of the Board and Chief Executive
Officer of IBP since August 12, 1981. Mr. Peterson joined IBP in 1961. He
left IBP in 1969 for a period during which he started a pork products
company, Madison Foods, Inc. He returned to IBP in 1976 when IBP acquired
Madison Foods, Inc. In 1977, he was elected IBP's President and Chief
Operating Officer. Mr. Peterson is a Director of MidAmerican Energy Company
and the Omaha Branch of the Federal Reserve Bank of Kansas City.
JOANN R. SMITH, 56 Director since 1993
Ms. Smith served as Assistant Secretary for Marketing and Inspection
Services for the United States Department of Agriculture (USDA) from 1989 to
1993 and has served in numerous capacities in the livestock industry. She is
a former President of the National Cattlemen's Association and has chaired
the Cattlemen's Beef Promotion and Research Board. She is on the Board of
Directors for Purina Mills, Inc. Ms. Smith acts as Secretary and Treasurer
for Smith Brothers, a farming and ranching operation, is the Secretary and
Treasurer for Smith Construction and is President of Smith Associates, an
agricultural marketing business.
4
DALE C. TINSTMAN, 76 Director since 1962
Mr. Tinstman, a business consultant, is Chairman of the Board of Plaza,
Inc., a private company, a Director of Smith Hayes Trust, Inc. and Chairman
of the University of Nebraska Foundation. He served as a financial
consultant for IBP before being elected President and Chief Operating Officer
in 1976, a position he held until 1977. From 1977 to January 1981 he served
as Vice Chairman of the Board of IBP and in January 1981 became Co-Chairman
of the Board, a position he held until 1982.
Information Regarding the Board of Directors and its Committees
The Board of Directors has established an Audit Committee, Compensation
Committee, Executive Committee, Nominating Committee and Plans Administration
Committee.
The Board of Directors met five times during the 1995 fiscal year. All
directors attended at least 75 percent of the Board of Directors and
committee meetings for which they were eligible.
The Executive Committee, during the intervals between meetings of the
Board of Directors, exercises all powers of the Board of Directors, except as
otherwise provided by law and the IBP Bylaws. The members of the Executive
Committee currently are Messrs. Peterson (Chairman), Bond, Layhee and Leman.
The Executive Committee held two meetings during 1995.
The Audit Committee selects the firm of independent public accountants to
audit the financial statements of IBP and its consolidated subsidiaries,
subject to approval of the Board of Directors; discusses with the independent
public accountants the scope and results of their audit; discusses with the
independent public accountants, and with the management of IBP, IBP's
financial, accounting and reporting principles, policies and practices;
discusses with the independent public accountants, and with the Controller
of IBP and his staff, the adequacy of the corporation's accounting, financial
and operating controls; and reports to the Board of Directors. The members
of the Audit Committee currently are Messrs. Tinstman (Chairman) and Chalsty,
Dr. Gramm and Ms. Smith. The Audit Committee held four meetings during 1995.
The Compensation Committee reviews and approves compensation arrangements,
including annual incentive awards, for officers of IBP. The members of the
Compensation Committee currently are Mr. Chalsty (Chairman), Dr. Gramm and
Ms. Smith. The Compensation Committee held two meetings during 1995.
The Nominating Committee makes recommendations as to candidates for
election to the Board of Directors and their qualifications to fill board
vacancies in connection with proposed slates of nominees for directors for
whose election proxies will be solicited by the Board of Directors. The
Nominating Committee will consider properly submitted recommendations of
stockholders if the recommendation is submitted pursuant to the procedures
previously outlined. The members of the Nominating Committee currently are
Dr. Gramm (Chairman), Ms. Smith, Messrs. Chalsty and Tinstman. The
Nominating Committee held one meeting during 1995.
The Plans Administration Committee administers the restricted stock and
employee stock option plans of IBP. The members of the Plans Administration
Committee currently are Ms. Smith (Chairman), Mr. Chalsty and Dr. Gramm, none
of whom are eligible for selection as participants in these plans. The Plans
Administration Committee held two meetings during 1995.
5
Information Regarding Directors' Compensation
Officers of IBP who are also directors do not receive any fee or
remuneration for services as members of the Board of Directors or of any
committee of the Board of Directors. Nonmanagement directors receive a
retainer fee of $25,000 per annum, $2500 per annum for each committee they
chair and $1000 for each board or committee meeting that they attend.
Nonmanagement directors also receive stock options pursuant to the
IBP Directors Stock Option Plan.
In January 1993, IBP entered into a consulting agreement with Mr.
Tinstman. Mr. Tinstman agreed to continue to act as an independent general
consultant to IBP. Pursuant to such agreement, Mr. Tinstman will receive
$3,000 per month as long as the agreement is in effect. In addition, Mr.
Tinstman is entitled to hospitalization coverage and, subject to IBP's best
efforts, disability insurance. Mr. Tinstman also receives the annual
retainer and meeting fees paid to nonmanagement directors of IBP and stock
options pursuant to the IBP Directors Stock Option Plan.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of February 29, 1996, beneficial
ownership of IBP Common Stock, the sole class of IBP stock, for each
director of IBP, for each person nominated as a director of IBP, for each
executive officer named in the Summary Compensation Table and for all
directors and executive officers (including those executive officers not
named in the Summary Compensation Table) of IBP as a group. Unless otherwise
indicated, the persons named below have sole voting and investment power with
respect to the Common Stock shown as beneficially owned by them.
Amount and
Nature of
Beneficial Percent
Name of Beneficial Owner - Position with IBP Ownership(#)(1) of Class
(%)(3)
Richard L. Bond - Director and Executive Officer 15,520 *
John S. Chalsty - Director 6,600 *
Wendy L. Gramm - Director 1,200 *
Lonnie O. Grigsby - Executive Officer 2,400 *
David C. Layhee - Director and Executive Officer 58,090 *
Eugene D. Leman - Director and Executive Officer 77,834 *
Robert L. Peterson - Director and Executive Officer 380,200 *
JoAnn R. Smith - Director 3,200 *
Dale C. Tinstman - Director 11,564 (2) *
All Directors and Executive Officers As A Group 745,302 *
(16 Persons)
__________________
(1) Includes the following shares which are subject to stock options granted
pursuant to the IBP 1987 Stock Option Plan, the IBP 1993 Stock Option
Plan and the IBP Directors Stock Option Plan and which are exercisable as
of February 29, 1996, or within 60 days thereafter: Mr. Bond 15,520; Mr.
Chalsty 1,600; Dr. Gramm,200; Mr. Grigsby 2,400; Mr. Layhee 27,200; Mr.
Leman 37,600; Mr. Peterson 260,000; Ms. Smith 400; Mr. Tinstman 1,600 and
all other Executive Officers 121,246.
(2) Includes 1,378 shares owned by Mr. Tinstman's wife, as to which Mr.
Tinstman disclaims any beneficial ownership.
6
(3) As a group, and individually, the executive officers, directors and
nominees for director beneficially own less than 1% of IBP's Common
Stock.
JOINT REPORT OF THE COMPENSATION
AND PLANS ADMINISTRATION COMMITTEES
Compensation and Plans Administration Committees
The Compensation Committee of the Board of Directors is comprised entirely
of disinterested and outside directors. The Committee is responsible for
establishing the levels of compensation (except stock option grants and
long-term stock awards) for the executive officers of the Company. The
Committee annually evaluates IBP's performance and compensation paid to its
executive officers.
The Plans Administration Committee reviews and approves the grant of stock
options and awards of restricted stock pursuant to IBP's stock option and
long-term stock plans for the Company's officers and employees. This
committee is comprised entirely of disinterested and outside directors.
Committees' Report on Executive Compensation
Base Salary
The annual compensation of executive officers of IBP includes a base
salary, coupled with a cash bonus which is calculated in accordance with an
established formula based on the operating income of IBP. The Compensation
Committee from time to time uses outside consultants and published
compensation survey data to review competitive rates of pay, to establish
salary ranges and to set target base salary levels for officers.
The amount of the employee's base salary is a function of the employee's
officer position, or grade level, and individual performance. The employee's
individual performance is measured against expectations related to budgetary
performance or operating income results and operating performance standards.
Bonus Payments
The annual compensation of employees participating in IBP's management
bonus program, including executive officers, is dependent on overall
corporate performance. The dollar amount of the bonus pool from which
bonuses are paid is established as a percent of operating income as adjusted
for non-operating expenses such as pushdown accounting. Target bonuses are
based on the percent of increase or decrease in such operating income from
the prior year.
Stock Option Grants and Restricted Stock Awards
IBP has stock option plans for all of its management employees and a
long-term stock plan for its officers, including executive officers. The
purpose of the plans is to assist in securing and retaining employees of
ability by making it possible to offer them an incentive, in the form of a
proprietary interest in IBP, to join or continue in the service of IBP and to
increase their efforts on its behalf.
7
Levels for both stock options grants and restricted stock awards are
established by the Plans Administration Committee on the basis of an
employee's officer position, or grade level. Stock options are granted for
terms of ten years and become exercisable in increments beginning after the
second and continuing through the fifth year of the stock option term. The
restricted stock awards are made subject to continued employment, generally
for five years.
Corporate Performance
In evaluating corporate performance to establish compensation for fiscal
year 1995, the Compensation Committee considered the fact that operating
income for 1994 for bonus purposes was up 95% from 1993 and net earnings per
share were up to $1.90 in 1994 from $.94 in 1993. The Compensation Committee
established a salary increase budget of 4% for fiscal year 1995 for officers.
The budget percentage was based on the standard percentage increase for all
management employees of the Company. Individual salary increases were
determined for all management employees, including executive officers,
based on each individual's contributions to operating unit and corporate
performance.
Compensation of Chief Executive Officer
The Chairman and Chief Executive Officer's salary and performance-based
bonus for 1995 were established by the Compensation Committee in December of
1994. Mr. Peterson's base salary remained at $1,000,000. His
performance-based bonus was established at 1.352% (pursuant to the five year
formula approved by stockholders at the 1995 Annual Meeting) of the first
$100,000,000 of operating income, after adjustments and consistent with the
bonus calculations for management generally, and 1% of any operating income
that exceeded $100,000,000. These actions were based on the changes to
Section 162(m) of the Internal Revenue Code which require that any
compensation over $1,000,000 be performance-based (or meet other exceptions
provided by the Section) to be deductible by the Company. The salary and
performance-based bonus were determined pursuant to the changes to Section
162(m) and in order to retain Mr. Peterson as Chairman and Chief Executive
Officer. The bonus method was designed to incentivize Mr. Peterson with a
performance-based bonus that was competitive with the industry and also
allows the Company to take a deduction for federal income tax purposes.
John S. Chalsty Wendy L. Gramm JoAnn R. Smith
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
The members of the Compensation Committee are Mr. Chalsty (Chairman), Dr.
Gramm and Ms. Smith.
8
SUMMARY COMPENSATION TABLE (1)
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
Name and Restricted Securities
Principal Stock Underlying All Other
Position Year Salary Bonus Awards Options Compensatn
($) ($) ($)(2) (#) ($)(3)
Robert L. 1995 1,000,000 5,278,263 60,000 176,466
Peterson
Chairman and 1994 1,000,000 3,872,990 60,000 171,340
Chief Executive
Officer 1993 1,240,000 1,848,048 1,612,500 120,000 108,440
Richard L.
Bond 1995 279,167 500,000 100,000 44,000 32,115
Group Vice
President, 1994 138,902 300,000 298,850 13,280 13,952
Fresh Meat 1993 108,321 102,692 250,000 20,160 6,308
Lonnie O.
Grigsby 1995 160,364 200,000 12,000 18,468
Executive
Vice
President, 1994 155,694 255,139 12,000 15,654
General
Counsel
and
Secretary 1993 150,691 145,794 380,668 24,000 8,771
David C.
Layhee 1995 195,833 313,750 50,000 30,684 22,544
President, 1994 142,470 250,000 298,850 13,280 14,319
Consumer
Products 1993 127,412 110,483 250,000 20,160 7,418
Eugene D.
Leman 1995 216,667 376,500 50,000 28,000 24,946
President, 1994 190,372 362,267 12,000 19,140
Allied Group 1993 179,275 149,014 450,000 24,000 10,436
_______________________________
(1) The personal benefits provided by IBP to the named executive officers do
not exceed the threshold for disclosure established by the SEC and are
not described in the table. No other types of compensation required to
be reported in the table were paid or were payable to any of the named
executive officers and, therefore, columns which the SEC regulations
created to report "Other Annual Compensation" and "Long-Term Incentive
Plan Payouts" have been deleted from the table. IBP has not granted any
SARs pursuant to the IBP 1993 Stock Option Plan and IBP has therefore
removed SARs from the columns of this table and reported only options.
9
(2) Restricted stock was granted to certain officers pursuant to the IBP
Officer Long-Term Stock Plan. The shares vest five years from the date
of grant contingent upon continued employment with IBP. Early vesting
may occur pursuant to the Plan's provisions due to events such as death
or total disability. The value of the shares on the date of grant is
listed for the named executive officers in the Summary Compensation
Table. Dividends paid on the restricted stock are used to purchase
additional shares of restricted stock pursuant to the provisions of the
Plan. These additional shares are then credited to an officer's award.
The number of shares of restricted Common Stock in each named officer's
account pursuant to the IBP Officer Long-Term Stock Plan on December 30,
1995, and the aggregate fair market value of the shares based upon a
fiscal year-end closing price of $25.25 per share, were as follows: Mr.
Peterson - 203,922 shares valued at $5,149,031, Mr. Bond - 50,144 shares
valued at $1,266,136, Mr. Grigsby - 47,932 shares valued at $1,210,283,
Mr. Layhee - 52,660 shares valued at $1,329,665 and Mr. Leman - 60,082
shares valued at $1,517,071.
(3) All Other Compensation includes 1993, 1994 and 1995 profit sharing
contributions made by the Company into the named officers account in the
IBP Retirement Income Plan ("RIP"). In 1993 a provision was added to
the RIP that made deferral of profit sharing into the RIP mandatory.
SEC regulations require the profit sharing amount to be reported in All
Other Compensation and not in the Bonus column. The profit sharing
amount attributable to each named officer for 1995 is as follows: Mr.
Peterson - $155,203, Mr. Bond - $32,047, Mr. Grigsby - $18,409, Mr.
Layhee - $22,481 and Mr. Leman - $24,872. All Other Compensation also
reports life insurance premiums paid by the Company for the named
officer. The amount of insurance premiums paid by the Company, and any
cash surrender value the named officer is entitled to under a policy, is
as follows: Mr. Peterson - $21,263 ($18,234 of this amount represents
the cash surrender value of a policy and $3,029 represents the premiums
paid), Mr. Bond - $68, Mr. Grigsby - $59, Mr. Layhee - $63 and Mr. Leman
- $74.
Employment Contracts
Except for Mr. Peterson, IBP has employment agreements with all of its
executive officers, including Messrs. Bond, Grigsby, Layhee and Leman. Each
agreement is for a term of five years, Messrs. Grigsby's and Leman's
commenced October 9, 1992, Messrs. Bond's and Layhee's commenced October 18,
1994, and each provides for a one year non-compete obligation from the
employee at the termination of employment with IBP. The agreement provides
for, among other things, a minimum base salary and participation in IBP
employee benefit plans including specifically stock options and the IBP
Officer Long-Term Stock Plan as an incentive to an employee's long term
commitment to IBP. For the four executive officers named in the Summary
Compensation Table who currently have employment contracts, the minimum base
salaries are: Mr. Bond - $175,000, Mr. Grigsby - $151,897, Mr. Layhee -
$175,000 and Mr. Leman - $168,071. While the agreements terminate by their
terms after five years, either party to an agreement has the right to
terminate it, subject to the non-compete obligation, upon one year's notice.
IBP does not have termination or change of control plans or contracts with
any of its employees, except as provided for in the IBP 1987 Stock Option
Plan, the IBP 1993 Stock Option Plan and the IBP Officer Long-Term Stock
Plan.
10
OPTION GRANTS TABLE
Option Grants in 1995 (1)
Potential Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
Individual Grant for Option Term (10 years)
- ------------------------------------------------ -----------------------------
Number of Percent of
Securities Total Options
Underlying Granted
Options to Employees
Granted in Fiscal Exercise or Expiration
(#)(2) Year (%) Base Price Date 5%($) 10%($)
-------- ----------- ---------- --------- ------- ---------
Robert L.
Peterson 60,000 3.93% 25.375 12/22/05 957,497 2,426,473
Richard L.
Bond 20,000 1.31% 15.813 03/01/05 198,888 504,021
24,000 1.57% 25.375 12/22/05 382,997 970,589
Lonnie O.
Grigsby 12,000 .79% 25.375 12/22/05 191,498 485,296
David C.
Layhee 1,342 .09% 15.50 02/14/05 13,082 33,151
10,000 .66% 15.813 03/01/05 99,444 252,011
1,342 .09% 28.625 10/24/05 24,159 61,223
18,000 1.18% 25.375 12/22/05 287,248 727,942
Eugene D.
Leman 10,000 .66% 15.813 03/01/05 99,444 252,011
18,000 1.18% 25.375 12/22/05 287,248 727,942
______________________
(1) IBP has not granted any SARs pursuant to the IBP 1993 Stock Option Plan.
IBP has therefore removed SARs from the title and columns of this table
and has reported only options.
(2) All options were granted pursuant to the IBP 1993 Stock Option Plan.
The options are granted for terms of ten years and become exercisable
in increments beginning after the second and continuing through the
fifth year of the option term. All options are priced at the fair
market value of the IBP Common Stock on the date of the grant. The
options are eligible for "incentive stock option" treatment under the
applicable Internal Revenue Code provisions.
11
AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES TABLE
Aggregated Option Exercises in 1995
and 1995 Year-End Option Values (1)
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money Options
Options at 1995 Year-End (#) at 1995 Year-End ($)
Name Shares
Acquired
on Value
Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
(#) ($)
Robert L.
Peterson 0 0 248,000 192,000 4,479,500 1,551,750
Richard L.
Bond 0 0 13,504 71,416 209,951 511,144
Lonnie O.
Grigsby 30,440 333,040 12,000 40,800 178,450 352,350
David C.
Layhee 8,064 88,452 27,200 58,100 500,438 429,854
Eugene D.
Leman 8,000 196,750 35,200 56,800 602,150 446,725
______________________
(1) IBP has not granted any SARs pursuant to the IBP 1993 Stock Option
Plan. IBP has therefore removed SARs from the title and columns of
this table and has reported only options granted.
PERFORMANCE GRAPH
As part of the compensation rules implemented by the SEC a performance graph
must be included in the proxy statement that compares the registrant's stock
performance over the past five years against the performance of both an
equity market index and a peer group index that cover the same five year
period. In 1995 IBP used the S&P 500 as the equity market index and the S&P
400 as the peer group index. These indexes have been used again in 1996.
IBP, inc.
Comparison of Five Year Cumulative Total Return
IBP, inc., S&P 500 Index and S&P 400 Index
1990 1991 1992 1993 1994 1995
IBP,inc. 100.00 70.78 98.30 129.16 155.09 260.21
S&P 500 100.00 127.59 142.20 154.31 156.10 214.77
S&P 400 100.00 146.66 165.18 187.12 184.22 241.22
(1) Assumes $100 invested on December 28, 1990, in the S&P 500 Index, S&P
400 Index and IBP, inc. Common Stock. Each of the three measures of
cumulative total return assumes reinvestment of dividends.
12
APPROVAL OF MATTERS BEING SUBMITTED TO VOTE OF STOCKHOLDERS
The Board of Directors is proposing that the stockholders approve at the
1996 annual meeting the amendment to the articles of incorporation which
increases the common stock of the Company from 100,000,000 shares to
200,000,000 shares, the 1996 Option Plan and the 1996 Officer Long-Term Stock
Plan. The purpose of the amendment to the articles of incorporation is to
provide the Company with shares of Common Stock which are authorized but not
yet issued. Stockholder approval of the 1996 Option Plan and the 1996
Officer Long-Term Stock Plan is necessary to satisfy the requirements of the
Securities and Exchange Commission Rule 16b-3. By satisfying the
requirements of 16b-3, transactions related to the plans will be exempt from
short-swing trading provisions of Section 16(b) of the Securities Exchange
Act of 1934, but not from the reporting obligations of Section 16(a) of such
Act.
Authorization of Additional Shares of Common Stock
The Board of Directors is proposing that the Articles of Incorporation for
the Company be amended to increase the number of authorized Common Stock from
100,000,000 shares to 200,000,000 shares. The main purpose for the
additional 100,000,000 authorized common shares is for general corporate
purposes. The additional shares of authorized common stock may be used under
the proposed 1996 Stock Option Plan and the 1996 Officer Long-Term Stock
Plan. The 1996 Stock Option Plan and the 1996 Officer Long-Term Stock Plan
are continuations of the prior stock plans.
The Company will not solicit the authorization of stockholders prior to
the issuance of any additional authorized Common Stock unless required by
law, the Company's Articles of Incorporation or the Bylaws. Pursuant to the
Company's Articles of Incorporation and Delaware Corporation Law, the
Company's stockholders do not have any preemptive right to subscribe to
additional issues of shares of common stock.
Approval of Plans
Generally, the purpose of both plans is to enhance the ability of the
Company to attract and retain officers and management whose judgement,
interest and efforts contribute significantly to increasing the growth and
profitability of IBP. Each plan plays its own role in that overall purpose.
1996 Stock Option Plan
The purpose of this stock option plan is to continue to grant to officers,
including executive officers, and other management employees of IBP and its
subsidiaries, incentive stock options and other stock options for the
purchase of shares of IBP Common Stock. Approximately 2500 employees are
eligible to participate in the Stock Option Plan. The material terms and
provisions of the plan are described below. The entire plan is Appendix A to
this Proxy Statement.
The 1996 Stock Option Plan ("1996 Plan") has substantially the same
provisions as the 1993 IBP Stock Option Plan and provides for the grant to
officers (including executive officers) and key employees of IBP and its
subsidiaries of incentive stock options ("ISOs") and other stock options for
the purchase of shares of IBP Common Stock. The 1996 Plan provides that, at
the time of a grant, or at any time during the life of an option, stock
13
appreciation rights ("SARs") may be awarded in connection with the option.
SARs entitle the optionee, in lieu of exercising the option, to receive a
cash payment equal to the then fair market value of IBP Common Stock minus
the exercise price of the option. It is unlikely, given the present required
accounting treatment of SARs, that any SARs will be awarded in connection
with the award of options by the Plans Administration Committee.
The exercise price for each option granted under the 1996 Plan may not be
less than 100% of the fair market value of the stock when the option is
granted. No option under the 1996 Plan may extend more than 10 years from
the date of grant. Options not exercisable at the time of termination of
employment will expire except in cases of death, normal retirement or
disability. Options that are exercisable at the time of termination
of employment remain exercisable for three months, except in cases of death
and certain disabilities or, for options other than ISOs, death, normal
retirement and disability. Except in the event of death, retirement or
disability, or as otherwise provided in the Plan, options granted become
exercisable as follows: forty percent after two years and twenty percent
each of the succeeding three years.
The 1996 Plan presently authorizes the delivery of up to three million
five hundred thousand (3,500,000) shares of Common Stock upon exercise of
stock options. No more than 60,000 options may be granted under the 1996
Plan to an individual during any year. Such shares may be Common Stock
purchased in the open market, held in the treasury of IBP or previously
authorized and unissued. If all or a portion of an option terminates for any
reason without being exercised, the shares represented by the option will be
available for subsequent grants. The authorized number of shares of Common
Stock under the 1996 Plan is subject to adjustment in the event of certain
changes in IBP's capitalization.
In the event that IBP or its stockholders enter into one or more
agreements to dispose of all or substantially all the assets or 50 percent or
more of the outstanding stock of IBP by means of a sale (whether as a result
of a tender offer or otherwise), merger, reorganization or liquidation in
one transaction or a related series of transactions, the exercisability of
each option outstanding under the 1996 Plan shall be accelerated. In the
event of such an acceleration, any optionee with an option other than an ISO
who is subject to the filing requirements imposed under Section 16(a) of the
Exchange Act with respect to IBP shall receive a payment of cash equal to the
difference between the aggregate fair value of the common stock subject of
the accelerated option and the aggregate option exercise price of such
shares.
The 1996 Plan will terminate within ten years from the date of stockholder
approval or earlier if all shares available for grant have been acquired
through exercise of options or if the Board of Directors so determines. The
1996 Plan may be amended by the Board of Directors without stockholder
approval, however, an amendment to increase the maximum number of shares
covered by the 1996 Plan, to materially increase the benefits accruing
to participants under the 1996 Plan or to change the requirements for
participation in the 1996 Plan are subject to approval by the stockholders.
14
NEW PLAN BENEFITS
1996 Stock Option Plan (1)
Name and Position Number of Units (#)
Robert L. Peterson
Chairman and Chief
Executive Officer.................................... 30,000
Richard L. Bond
President, Fresh
Meat................................................. 12,000
Lonnie O. Grigsby
Executive Vice President,
General Counsel and
Secretary............................................ 6,000
David C. Layhee
President, Consumer
Products............................................. 9,000
Eugene D. Leman
President, Allied
Group................................................ 9,000
Executive Group...................................... 105,120
Non-Executive Officer Group.......................... 120,000
Employee Group....................................... 537,929
______________________________
(1) The information provided in this table indicates the current annual
grant levels for those individuals named above and for the officer and
employee groups. The number for the officer and employee groups can
vary from year to year based on the number of employees in each group
and the grant levels of the employees.
1996 Officer Long-Term Stock Plan
The purpose of this restricted stock plan, which is a continuance of IBP's
previous restricted stock plans, is to award shares of Common Stock on a
deferred basis to the officers and executive officers of the Company.
Approximately 60 officers are eligible to participate in the restricted stock
plan. The material terms and provisions of the plan are described below.
The entire plan is attached as Appendix B to this Proxy Statement.
The 1996 Officer Long-Term Stock Plan (the "Stock Plan") authorizes the
award of restricted shares of common stock to certain officers of IBP
pursuant to deferred stock awards.
The Stock Plan authorizes the award of one million (1,000,000) shares of
Common Stock. Such shares may be awarded from Common Stock purchased in the
open market, held in the treasury of IBP or previously authorized and
unissued. The authorized number of shares of common stock is subject to
adjustment in the event of certain changes in IBP's capitalization.
15
Receipt of restricted stock under the Stock Plan is conditioned upon the
continued employment of the participant. A recipient of a deferred stock
award must enter into an agreement which contains the applicable provisions
for deferral of the Common Stock covered by such award. Except as otherwise
provided, the deferral period expires five years from the effective date,
usually the date of the award, and all rights to receive stock terminate upon
the participant's termination of employment.
The Stock Plan may be amended by the Board of Directors without
stockholder approval, however, an amendment to increase the maximum number of
shares covered by the Stock Plan, to materially increase the benefits
accruing to participants under the Stock Plan, or to change the requirements
for participation in the Stock Plan are subject to approval by stockholders.
NEW PLAN BENEFITS
1996 Officer Long-Term Stock Plan (1)
Name and Position Number of Units (#) Amount ($)
Robert L. Peterson
Chairman and Chief
Executive Officer ..................... 100,000
Richard L. Bond
President, Fresh Meat.................. 550,000
Lonnie O. Grigsby
Executive Vice President,
General Counsel and
Secretary.............................. 350,000
David C. Layhee
President, Consumer
Products .............................. 500,000
Eugene D. Leman.
President, Allied
Group.................................. 500,000
Executive Group........................ 4,150,000 (2)
Non-Executive Officer
Group ................................. 6,050,000
_____________________________
(1) The amounts listed above are the current grant award levels for
officers. Awards are typically granted to cover a period of five years
and are not granted on an annual basis. The dollar amounts listed above
are divided by the fair market value of IBP's stock on the date of grant
to determine the number of shares an officer is awarded except for Mr.
Peterson whose current grant level is 100,000 shares.
(2) This number excludes from the executive group Mr. Peterson since his
grant is based on a number of shares and not on a dollar amount.
16
Federal Income Tax Consequences of IBP's Stock Plan
Under present federal tax law, generally no taxable income will result to
the recipient of a grant of an option or a restricted stock award, and there
will be no tax effect on IBP upon the grant of any type of option, or
restricted stock award. Upon the exercise of an option which does not
qualify for incentive stock option treatment (a "non-qualified option"), the
person exercising the option generally realizes as ordinary income for
federal income tax purposes an amount equal to the excess of the fair market
value of the shares purchased on the exercise date over the shares' option
price. On the date a restricted stock award becomes vested, that is the
deferral period ends pursuant to the terms and conditions of the award or
grant, the recipient realizes as ordinary income an amount equivalent to the
fair market value of the shares on that date. Generally, a recipient income
derived from the restricted stock award is subject to withholding tax and IBP
is entitled to a deduction in the amount of the recipient's income from the
award. Special rules apply with respect to the exercise of options, the
receipt of restricted stock awards and the disposition of these shares
received by directors and executive officers (those officers who are subject
to Section 16(b) of the Securities Exchange Act of 1934). In a subsequent
taxable disposition of shares received upon exercise of the non-qualified
option or restricted stock award, the original basis of the shares is their
fair market value at the time that income was realized by the recipient, and
any gain or loss is determined by that basis.
In contrast, upon the exercise of a stock option which qualifies for
incentive stock option treatment under the federal income tax laws, the
recipient does not realize taxable income at the time of exercise, however,
the amount by which the fair market value on the exercise date of the shares
purchased exceeds the option price will be an item of tax preference that
may be subject to alternative minimum tax on tax benefits items. At the time
of the sale of the shares acquired through the exercise of the option, the
excess of the sales price over the option price is taxable as capital gain,
if the recipient holder has complied with the requirement of the Internal
Revenue Code as to holding periods. If a recipient satisfies the conditions
for capital gains treatment, the company does not receive any tax deduction
on account of the stock acquired through the exercise of the option
qualifying for incentive stock option treatment. This summary of Federal
income tax consequences of stock options and restrictive stock awards does
not purport to be complete, and is based upon interpretations of the existing
laws, regulations and rulings which could be materially altered with the
enactment of any new tax legislation. There also may be state and local
income tax laws applicable to transactions related to the plans.
Compliance with Section 16(a) of the Securities Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and
Exchange Commission ("SEC") and the New York Stock Exchange. Executive
officers, directors and greater than ten-percent stockholders are required by
SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file.
17
Based solely on review of the copies of such forms furnished to the
Company, or written representations that forms were not required, the Company
believes that during the fiscal year ending December 30, 1995 there was
compliance with all Section 16(a) filing requirements applicable to its
executive officers, directors and greater than ten-percent beneficial owners.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Audit Committee of the Board of Directors of IBP has dismissed Price
Waterhouse LLP and engaged Coopers & Lybrand L.L.P. as independent public
accountants to audit the consolidated financial statements of IBP and its
consolidated subsidiaries effective August 3, 1995. The decision to dismiss
IBP's previous principal, independent accountants and to retain Coopers &
Lybrand L.L.P. was made by the Audit Committee upon recommendation of
management after a solicitation of proposals and an interview process with
several major public accounting firms.
During IBP's two most recent fiscal years there had been no disagreements
with IBP's accountants on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, nor had
either of the principal accountants' reports on IBP's financial statements
for either of the past two years contained any adverse opinion or disclaimer
of opinion, qualification or modification as to uncertainty, audit scope or
accounting principles. During the two most recent fiscal years IBP had not
previously consulted Coopers & Lybrand L.L.P. on any matter concerning the
application of accounting principals or the type of audit opinion that it
might render on IBP's behalf, or concerning any matter at all relative to
IBP's financial statements.
The decision to engage Coopers & Lybrand L.L.P. simply reflects IBP's
efforts to obtain the best accounting, tax and management information system
advice available on a cost effective and appropriate basis to support IBP's
future business activities. A member of Coopers & Lybrand L.L.P. is expected
to be present at the annual meeting of stockholders, will have an opportunity
to make a statement if so desired and will be available to respond to
appropriate questions.
INCORPORATION BY REFERENCE
The financial information, supplementary financial information and
management's discussion and analysis are incorporated by reference into this
proxy statement from the 1995 Annual Report to Stockholders, a copy of which
has been delivered with this proxy statement.
OTHER MATTERS
The Board of Directors is not aware of any other matters to be presented
at the meeting. However, if any such matters are presented for action, it is
the intention of the proxy holders named in the enclosed proxy card to vote
in accordance with their discretion on such matters unless stockholders
specify otherwise.
By Order of the Board of Directors
Lonnie O. Grigsby
Secretary
Appendix A
1996 STOCK OPTION PLAN
1. Purpose. The purpose of this 1996 Stock Option Plan (the
"Plan") is to enhance the value of the stockholders' investment in
IBP, inc. (the "Company") by encouraging key employees, upon whose
performance the Company and its subsidiaries is largely dependent
for the successful conduct of its operations, to acquire and retain
a financial interest in the Company. In addition, the Plan is
intended to enable the Company and its subsidiaries to compete
effectively for and retain the services of such employees.
It is intended that the incentive stock options ("ISOs") (as
defined by Section 422 of the Internal Revenue Code of 1990, as
amended or superseded (the "Code")), other stock options and stock
appreciation rights ("SARs"), may be granted under this Plan.
2. Administration of the Plan.
(a) The Plan shall be administered by a committee (the
"Committee") consisting of not less than three members of the board
of directors designated from time to time by the board of
directors, all of whom shall not, either while members of the
Committee or at any time within one year prior to becoming members
of the Committee, be or have been eligible for selection as a
person to whom awards may be made under the Plan. The
interpretation and construction of any provision of the Plan or any
option or right granted hereunder and all determinations by the
Committee in each case shall be final, binding and conclusive with
respect to all interested parties, unless otherwise determined by
the board of directors. No member of the Committee shall be
personally liable for any action, failure to act, determination,
interpretation or construction made in good faith with respect to
the Plan or any option or right or transaction thereunder.
(b) The Committee shall have full power and authority in its
discretion to take any and all action required or permitted to be
taken under the Plan. Such full power and authority shall include,
without limitation, the selection of participants to whom stock
options or SARs may be granted pursuant to the Plan; the
determination of the number of shares of Common Stock which may be
covered by stock options or SARs granted to any such participant of
the Plan and the purchase price thereof; the granting of options
and related rights; the right to interpret and construct any
provision of the Plan or any option or right granted hereunder; the
making of all required or appropriate determinations under the Plan
or any option or right granted hereunder; the fixing and
determination of the terms, provisions, conditions and restrictions
of all option instruments or agreements (and any related rights),
which need not be identical, entered into or issued in connection
with grants under the Plan; and the adoption, amendment and
rescission of such rules related to the Plan as the Committee shall
determine in its discretion, subject to the express provisions of
the Plan.
A-1
3. Participants. Participants in the Plan shall be key
employees of the Company or its subsidiaries selected as
hereinafter provided. Key employees may include officers of the
Company or its subsidiaries who are also directors of the Company
but not directors who are not employees of the Company or its
subsidiaries. Nothing contained in this Plan, nor in any option or
right granted pursuant to the Plan, shall confer upon any employee
any right to continue in the employ of the Company or any
subsidiary nor limit in any way the right of the Company or any
subsidiary to terminate his employment at any time.
4. The Stock. The shares of stock available for
issuance pursuant to the grant of options (with or without related
SARs) under this Plan shall consist of three million five hundred
thousand (3,500,000) shares of Common Stock, par value $0.05 per
share (the "Common Stock"), of the Company, subject to adjustment
as provided in Section 8 hereof. The maximum number of shares with
respect to which options or SARs may be granted to any employee
during any one year shall not exceed 60,000. Shares may be (a)
previously issued Common Stock purchased by the Company in the open
market, and held in the treasury of the Company, or (b) previously
authorized but unissued Common Stock. Should any option grant (or
a portion thereof) be terminated, expire, or be cancelled for any
reason without being exercised (e.g., by reason of the exercise of
related SARs for stock or for cash), the shares subject to the
portion of such option grant not so exercised shall be available
for subsequent grants under this Plan.
5. Effective Date and Termination of Plan. The Plan shall be
effective when approved by the affirmative votes of the holders of
a majority of the securities of the Company present, or
represented, and entitled to vote at a meeting duly held in
accordance with the laws of the state of Delaware, but in no event
later than January 31, 1997. All grants made by the Committee
prior to such approval shall be contingent upon such approval.
This Plan shall terminate upon the earlier of (i) 10 years from
the date the Plan is adopted by the Company; or (ii) 10 years from
the date the Plan is approved by Shareholders; or (iii) the date on
which all shares available for issuance under the Plan have been
issued pursuant to the exercise of options granted hereunder; or
(iv) the determination of the board of directors that the Plan
shall terminate. No options may be granted under the Plan after
the termination date, provided that the options granted and
outstanding on such date shall continue to have force and effect in
accordance with the provisions of the instruments evidencing such
options.
6. Grant, Terms, and Conditions. Options and SARs may be
granted at any time and from time to time prior to the termination
of the Plan to such eligible employees and on such terms and
conditions as determined by the Committee. All options and SARs
shall be granted under the Plan by execution of instruments in
writing in the form approved by the Committee. Notwithstanding any
contrary provision of this Plan other than Section 9 hereof, with
respect to any ISOs granted under any plan of the Company or its
subsidiaries or any parent, the aggregate fair market value
(determined at the time the option is granted) of the shares with
A-2
respect to which such ISOs are exercisable for the first time by an
optionee during any calendar year (under all such plans of the
Company its subsidiaries and any parent) shall not exceed One
Hundred Thousand Dollars ($100,000.00) or the
maximum amount permitted under the Code.
All options and SARs granted pursuant to the Plan shall be
subject to the following terms and conditions and such other terms
and conditions determined by the Committee which are not
inconsistent therewith:
(a) Price. The option exercise price per share of each option
shall be determined by the Committee, provided that, except as
provided below, in no instance shall such price be less than the
fair market value of a share of Common Stock (as defined by
subsection (j) hereof) on the effective date of the option grant.
The option exercise price shall be subject to adjustment only as
provided in Section 8 hereof.
(b) Term of Options. Options may be granted for terms of up to
but not exceeding ten (10) years from date granted. Each grant
shall be subject to earlier termination as provided in subsection
(f) of this Section 6.
(c) Exercise of Options. Except in the event of death,
retirement or disability, or as otherwise provided in this Plan,
stock options granted under this Plan shall be exercisable as
follows: forty percent after two years and an additional twenty
percent each of the succeeding three years.
(d) Alternate Exercise in Case of Hardship. In the case of
options other than ISOs, in the event of the imminent expiration of
the grant where the optionee is absent from the United States or is
otherwise subject to a hardship which renders exercise of the grant
by such optionee unreasonable or impossible prior to its expiration
date, the Committee in its sole and absolute discretion may issue
or cause to have issued to the optionee (in lieu of the exercise of
said grant) the number of shares which represent the difference (if
any) between the aggregate option exercise price and aggregate fair
market value of the shares of the Common Stock with respect to
which the grant is then exercisable, determined as of the date of
issuance of said shares. In such event the grant shall be deemed
fully exercised for all purposes hereof.
(e) Notice of Exercise and Payment. To the extent options are
exercisable, they shall be exercised by written notice to the
Company, stating the number of shares with respect to which options
are being exercised and the intended manner of payment. The date
of the notice shall be the exercise date. Payment for the shares
purchased shall be made in full to the company within ten (10)
business days after the exercise date by check payable to the order
of the Company equal to the option price for the shares being
purchased, in whole shares of Common Stock of the Company owned
by the optionee having a fair market value on the exercise date (as
defined by subsection (j) hereof) equal to the option price for the
shares being purchased, or a combination of Common Stock and check
equal in the aggregate to the option price for the shares being
A-3
purchased. Payments of Common Stock shall be made by delivery of
stock certificates properly endorsed for transfer in negotiable
form. If other than the optionee, the person or persons exercising
shall be required to furnish to the Company appropriate
documentation that such person or persons have the full legal right
and power to exercise on behalf of and for the optionee.
(f) Termination of Employment.
(i) Except as otherwise provided in this Plan, an
optionee's options (A) are exercisable only by the optionee, (B)
are exercisable only while the optionee is in the employ of the
Company, and (C) if not exercisable by their terms at the time the
optionee ceases to be in the employ of the Company, shall
immediately expire on the date of termination of employment.
(ii) Except as provided herein, an optionee's
options which are exercisable by their terms at the time the
optionee ceases to be in the employ of the Company must be
exercised on or before the earlier of three months after the date
of termination of employment or the fixed expiration date of such
options after which period such options shall expire.
(iii) In the event of the death of the optionee
while in the employ of the Company, all of that optionee's
unexercised options (whether or not then exercisable by their
terms) shall become immediately exercisable by his estate for a
period ending on the earlier of the fixed expiration date of such
options or twelve months after the date of death, after which
period such options shall expire. For purposes hereof, the estate
of an optionee shall be defined to include the legal
representatives thereof or any person who has acquired the right to
exercise an option by reason of the death of the optionee.
(iv) In the case of options other than ISOs, in the
event of the termination of employment by reason of the permanent
disability (as defined below) of the optionee, all of that
optionee's unexercised options (whether or not then exercisable by
their terms) shall become exercisable for a period ending on the
earlier of the fixed expiration date of such options or twelve
months from the date of termination after which period such options
shall expire. For purposes hereof "permanent disability" shall be
deemed to be the inability of the optionee to perform the duties of
his job with the Company because of a physical or mental disability
as evidenced by the opinion of a Company-approved doctor of
medicine licensed to practice medicine in the United States of
America.
(v) In the case of options other than ISOs, in the
event of the normal retirement of the optionee, all of that
optionee's unexercised options (whether or not then exercisable by
their terms) granted to that optionee on or before his 65th
birthday shall become immediately exercisable for a period ending
on the earlier of the fixed expiration date of such options or
twelve months after the date of the retirement, after which period
such options shall expire. Also, in the event of the normal
retirement of the optionee, all of the optionee's unexercised
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options (whether or not then exercisable by their terms) granted to
the optionee after his 65th birthday and held for a period of at
least twelve consecutive months of active employment with the
Company after the date of grant shall become immediately
exercisable for a period ending on the earlier of the fixed
expiration date of such options or twelve months after the date
of retirement, after which period such options shall expire. For
purposes hereof, retirement shall be deemed to be "normal
retirement" if the optionee is at least 65 years of age and has
completed at least five consecutive years of employment with the
Company at the date of retirement.
(vi) In the case of ISOs, in the event of the
termination of employment by reason of the permanent disability or
the normal retirement of the optionee (as defined in (iv) and (v)
above), each ISO then held by the optionee shall terminate on the
earlier of the period ending three months after the termination of
employment or the fixed expiration date of such options; provided
however, that if such termination of employment occurs by reason of
disability within the meaning of Section 422(c)(6) of the Code said
three-month period shall be extended to twelve months.
(g) Transferability of Options. Any option granted
hereunder shall be transferable only by will or the laws of descent
and distribution, or for non-ISO options pursuant to a Qualified
Domestic Relations Order, and shall be exercisable during the
lifetime of the optionee only by him.
(h) Other Terms and Conditions. Options may contain such
other terms, conditions, or provisions, which shall not be
inconsistent with this Plan, as the Committee shall deem
appropriate.
(i) Tax Withholding. Any option and related SAR granted
hereunder shall provide, as determined by the Committee, for
appropriate arrangements for the satisfaction by the Company and
the optionee of all federal, state, local or other income, excise
or employment taxes or tax withholding requirements applicable to
the exercise of the option or any related SAR or the later
disposition of the shares of Common Stock or other property
thereby acquired and all such additional taxes or amounts as
determined by the Committee in its discretion, including without
limitation, the right of the Company or any subsidiary thereof to
receive transfers of shares of common Stock or other property from
the optionee or, beginning one year after the Company becomes
subject to the reporting requirements of Section 13 of the
Securities Exchange Act of 1934, to deduct or withhold in the form
of cash or shares from any transfer or payment to an optionee, in
such amount or amount deemed required or appropriate by the
Committee in its discretion.
(j) Fair Market Value. The "fair market value" of a share
of Common Stock on any relevant date for purposes of any provision
of the Plan shall be the closing price reported for the Common
Stock in the New York Stock Exchange Composite Transactions Index
on such date or, if there were no reported sales on such date, then
the closing price reported for the Common Stock in the New York
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Stock Exchange Composite Index on the next preceding day on which
such a sale is transacted, as published in The Wall Street Journal,
or such other national financial press or service as may be
available from time to time over the duration of the Plan.
7. Stock Appreciation Rights. Any options granted or to
be granted under this Plan may, in the sole and absolute discretion
of the Committee, include related SARs with respect to all or part
of the shares of Common Stock subject to options as determined by
the Committee. SARs may be granted at the time options are granted
or (in the case of options other than ISOs) at a later date with
respect to existing options. Optionees granted SARs may exercise
the SARs by written notice to the Company, stating the number of
shares with respect to which the SARs are being exercised, to
the extent that said SARs are then exercisable. In the event of
the exercise of SARs, the obligation of the Company in respect of
the options to which the SARs related shall be discharged by
payment of the SARs so exercised.
(a) SAR Payment. Any SAR granted hereunder shall set forth
the method of computation and form of payment of the SAR and such
other terms and conditions as determined by the Committee in its
discretion or as otherwise required by this Plan, provided that no
SAR shall exceed the difference between one hundred percent (100%)
of the then fair market value on the date of exercise of the share
of Common Stock subject to the option surrendered by the optionee,
and the option exercise price of such share. Without limiting the
generality of the foregoing, the Committee may provide for the
payment of said SAR in cash or in shares of Common Stock valued at
fair market value as of the date of exercise, or in any combination
thereof as determined by the Committee.
(b) Other Provisions. Notwithstanding any contrary
provisions hereof, (i) SARs shall be exercisable only to the extent
the options to which such SARs relate are then exercisable (further
subject to such additional conditions and restrictions as may be
imposed by the Committee) and shall expire upon expiration of the
options to which such SARs relate, and (ii) in the case of any SARs
related to ISOs granted hereunder, said SARs shall be exercisable
only when the then fair market value of the shares of Common Stock
subject to the options (or portion thereof) surrendered by the
optionee exceeds the exercise price of such options (or such
portion thereof).
(c) "Option." References in this Plan to the term "option"
shall, unless the context requires otherwise, include an SAR.
8. Adjustment and Changes in the Common Stock.
(a) In the event that the shares of Common Stock as
presently constituted shall be changed into or exchanged for a
different kind of share of stock or other securities of the Company
or of another corporation (whether by reason of merger,
consolidation, recapitalization, reclassification, split-up,
combination of shares or otherwise) or if the number of such shares
of stock shall be increased through the payment of a stock
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dividend, then unless such change results in the termination of all
outstanding options pursuant to the provisions of Section 9 hereof,
there shall be substituted for or added to each share of stock of
the Company therefore appropriated or thereafter subject or which
may become subject to an option under this Plan, the number and
kind of shares of stock or other securities into which each
outstanding share of stock of the Company shall be so changed, or
for which each such share shall be exchanged, or to which each
share shall be entitled, as the case may be. Outstanding options
shall also be appropriately amended as to price and other terms as
may be necessary to reflect the foregoing events. In the event
there shall be any other change in the number or kind of the
outstanding shares of the stock of the Company of any stock or
other securities into which such stock shall have been changed, or
for which it shall have been exchanged, then if the Committee
shall, in its sole discretion, determine that such change equitably
requires an adjustment in any option theretofore granted or which
may be granted under the Plan, such adjustment shall be made in
accordance with such determination. Fractional shares resulting
from any adjustment in options pursuant to this Section 8 shall be
rounded down to the nearest whole number of shares.
(b) Notwithstanding the foregoing, any and all adjustments
in connection with an ISO shall comply in all respects with
Sections 422 and 424 of the Code and the regulations thereunder.
(c) Notice of any adjustment shall be given by the Company
to each holder of an option which shall have been so adjusted,
provided that such adjustment (whether or not such notice is given)
shall be effective and binding for all purposes of the Plan and any
instrument or agreement issued thereunder.
9. Acceleration of Options.
(a) In the event that the Company enters into one or more
agreements to dispose of all or substantially all of the assets of
the Company or the Company's stockholders dispose of or become
obligated to dispose of fifty- percent (50%) or more of the
outstanding capital stock of the Company other than to the Company
or a subsidiary of the Company, in either case by means of sale
(whether as a result of a tender offer or otherwise), merger,
reorganization or liquidation in one or a series of related
transactions ("Acceleration Event"), then each option outstanding
under the Plan shall become exercisable during the fifteen (15)
days immediately prior to the scheduled consummation of the
Acceleration Event with respect to the full number of shares of
which such option has been granted.
(b) In the event of the occurrence of an Acceleration Event
(as defined by subsection (a) of this Section 9), any optionee who
is subject to the filing requirements imposed under Section 16(a)
of the Securities Exchange Act of 1934 with respect to the Company
shall receive a payment of cash equal to the difference between the
aggregated Fair Value of the shares of Common Stock subject to such
accelerated options and the aggregate option exercise price of such
shares. For this purpose, "Fair Value" shall mean the highest
aggregate fair market value (as determined under Section 6(j)
A-7
hereof) of the subject shares of Common Stock during the 60-day
period immediately preceding the date of the consummation of the
Acceleration Event. Payment of said cash shall be made within 10
days after said consummation of the Acceleration Event. The
foregoing payments under this subsection (b) shall be made in lieu
of and in full discharge of any and all obligations of the Company
in respect of all subject options and any related SARs of the
optionee. Notwithstanding any of the foregoing, the provisions
of this subsection (b) shall not be applicable to ISOs granted
under this Plan.
(c) The grant of options (or related rights) under this
Plan shall in no way affect the right of the Company to adjust,
reclassify, reorganize or otherwise change its capital or business
structure of to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets.
10. Listing and Regulatory Requirement. No options granted
pursuant to this Plan shall be exercisable if at any time,
including after receipt of notice of exercise, the Committee shall
determine in its discretion that the listing, registration,
qualification, or acquisition of the shares of Common Stock subject
to such options on any securities exchange or under any applicable
law, or the consent or approval of any governmental regulatory body
is necessary or desirable as a condition of, or in connection with,
the granting of such option or the acquisition or issuance of
shares by IBP thereunder, unless such listing, registration,
qualification, acquisition, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the
Committee.
11. Amendment of the Plan. The board of directors may from
time to time amend or modify or make such changes in and additions
to this Plan as it may deem desirable, without further action on
the part of the stockholders of the Company; provided, however,
that unless the holders of a majority of the securities of the
Company present or represented and entitled to vote at a duly held
meeting shall have first given their approval, then (a) the maximum
number of shares of Common Stock issuable under the Plan shall not
be increased (except for permissible adjustments under Section 8
hereof), (b) the benefits accruing to the participants in the Plan
shall not be materially increased, and (c) the requirements as to
eligibility for participation in the Plan shall not be materially
modified. Subject to and without limiting the generality of the
foregoing, the board of directors may amend or modify the Plan and
any outstanding options under the Plan to the extent necessary to
qualify any or all of such options or future options to be granted
for such beneficial federal income tax treatment as may be afforded
employee stock options under the Code or any amendments thereto or
other statutes or regulations or rules (or any interpretations
thereof by any applicable governmental agency or entity) which
become effective after the effective date of the Plan (including
without limitation any proposed or final Treasury regulations).
12. Stockholder Rights. An optionee shall have none of the
rights of a stockholder of the Company with respect to any shares
subject to any options granted hereunder until such individual
shall have exercised the options and been issued share therefor.
A-8
13. Use of Proceeds. The proceeds received by the Company
from the sale of shares pursuant to the options granted under this
Plan shall be used for general corporate purposes.
A-9
Appendix B
1996 Officer Long-Term Stock Plan
1. Purposes. The purposes of this 1996 Officer Long-Term
Stock Plan (the "Plan") are to assist IBP and its subsidiaries
(unless the context otherwise requires, the "Company") (a) in the
attraction and retention of officers who have demonstrated superior
ability, and (b) to provide the officers with an incentive to exert
extraordinary efforts toward the achievement of increased growth
and profitability in the operations of the Company in order that
the value of the Company's Common Stock may appreciate accordingly.
2. Administration. The Plan shall be administered by a
committee consisting of three or more members of the board of
directors, all of whom shall not (either while members of the
Committee or at any time within one year prior to becoming members
of the Committee) be or have been eligible for selection as a
person to whom awards may be made under the Plan (the "Committee").
The Committee is authorized to adopt operating rules necessary to
implement and administer the Plan. The Committee shall
periodically review the performance of the Plan and its rules and
make any necessary revisions in such rules to assure the Plan's
purposes are met. The interpretation and construction of any
provision of the Plan by the Committee shall be final and
conclusive.
3. Participants. The Committee shall select as
participants in the Plan the officers who are in a position
directly and significantly to enhance the growth and profitability
of the Company's operations and whose continued employment by the
Company would favorably affect such operations.
4. Awards. The Plan shall be effective when approved by
the affirmative votes of the holders of a majority of the
securities of the Company present, or represented, and entitled to
vote at a meeting duly held in accordance with the laws of the
State of Delaware. All awards made by the Committee prior to such
approval are contingent upon that approval. Each participant in
the Plan shall be awarded a number of Common Shares ("Deferred
Stock" or "Stock") of the Company as determined by the Committee,
such shares to be awarded in consideration of services to be
rendered to the Company and on its behalf. Upon the making of any
award, the Committee shall set by resolution its determination of
the fair value in monetary terms of the services to be rendered to
the Company and which serves as the employee's consideration for
the award. The number of shares of Common Stock awarded as
Deferred Stock shall be the result of dividing the fair value in
monetary terms of the services so determined by the Closing Price
of the Company's Common Stock on the date of any such award; the
Closing Price being that reported for the Company's Common Stock in
the New York Stock Exchange Composite Transactions Index, as
published in The Wall Street Journal, or in such other national
financial press or information service available from time to time
over the duration of the Plan. All shares so granted are declared
and taken to be fully paid shares of Stock and not liable to any
B-1
further call, nor shall the holders thereof be liable for any
further payment therefor. All shares so awarded will be subject to
the restrictions described in Section 5. No more than one million
(1,000,000) shares of Stock (subject to adjustment to reflect any
Stock dividend, split- up, combination of shares, reclassification,
merger or consolidation) shall be awarded under the Plan, but any
shares forfeited prior to the expiration of the Deferral Period as
described in Section 5 shall revert to the status of shares not
awarded. Shares delivered pursuant to this Plan may be Common
Stock acquired by the Company on the open market and held in the
treasury of the Company or previously authorized but unissued
Common Stock.
5. Restrictions. During the Mandatory Deferral Period (as
determined in the discretion of the Committee and as defined in
each "Deferred Stock Award Agreement", such Mandatory Deferral
Period being for a period of at least six months unless otherwise
provided for in the Plan) any shares of Stock awarded pursuant to
the Plan shall not be sold, assigned, pledged, hypothecated or
otherwise transferred or encumbered. At the expiration of the
Mandatory Deferral Period, the certificate representing those
shares for which the Mandatory Deferral Period has expired shall be
delivered to the participant, or his legal representative, in a
number equal to such shares unless otherwise further deferred by
Participant ("Elective Deferral") pursuant to Section 7 below.
Unless otherwise provided in the Deferred Stock Award Agreement to
be entered into between the Company and the participant, the
Mandatory Deferral Period with respect to shares of Stock awarded
to a participant in the Plan shall terminate at the close of
business on the fifth anniversary of the Award Date, or as
otherwise determined at the discretion of the Committee and as
defined in each Deferred Stock Award Agreement, provided that if
such participant shall cease to perform officer duties for the
Company during the Mandatory Deferral Period with respect to such
shares:
(a) in the event he shall cease to perform such duties by
reason of resignation or Company Termination, as defined
below, such Deferred Stock shall be forfeited by the
participant. Company Termination means in the event the
Company concludes, in its sole discretion, that it is no
longer in the interest of the Company to continue the
participant's employment; and
(b) in the event he shall cease to perform such duties for
the Company by reason of death, total and permanent
disability or retirement at age 65, the Mandatory Deferral
Period shall terminate with respect to all of the remaining
shares covered under the Deferred Stock Award.
6. Dividend Reinvestment. Amounts equal to any dividends
declared during the Mandatory Deferral Period with respect to the
number of shares covered by a Deferred Stock Award will be deferred
and deemed to be reinvested in additional Deferred Stock. Except
as set forth in the preceding sentence, the Participant shall have
none of the rights of a stockholder with respect to shares of
Common Stock covered by a Deferred Stock Award until the shares of
Common Stock are transferred to such Participant at the expiration
of the Deferral Period.
B-2
7. Elective Deferral. Prior to rendering service for
which the shares are earned, Participant may make an irrevocable
election to defer receipt of the Deferral Amount, as defined below,
beyond the Mandatory Deferral Period. The Deferral Amount shall
equal the number of shares of Deferred Stock the Participant would
receive upon termination of the Mandatory Deferral Period
multiplied by the Closing Price of IBP on the termination date, or
if there was no reported sale on such date, then the Closing Price
of IBP from the next preceding date on which such a sale is
transacted. If an Elective Deferral is made, the Company shall
credit the Deferral Amount to the Participant's account in the
Retirement Income Plan of IBP, inc.
8. Tax Withholding. Any Deferred Stock Award granted
hereunder shall provide as determined by the Committee for
appropriate arrangements for the satisfaction by the Company and
the participant of all Federal, state, local or other income,
excise or employment taxes or tax withholding requirements
applicable to the transfer of Common Stock pursuant to a
Deferred Stock Award or other right or payment and all such
additional taxes or amounts as determined by the Committee in its
discretion, including without limitation, the right of the Company
or any subsidiary thereof to receive transfers of shares of Common
Stock or other property from the Participant or to deduct or
withhold in the form of cash or shares from any transfer of payment
to a Participant, in such amount or amounts deemed required or
appropriate by the Committee in its discretion.
9. Modifications. The Company's board of directors shall
have the power to modify or supplement the Plan in such manner as
it may from time to time determine, provided that unless the
holders of a majority of shares of capital stock of the Company
having voting power present or represented and entitled to vote at
a meeting of such holders shall have first given their approval,
(a) the number of shares of Stock (except for adjustments in
accordance with Section 4) which may be awarded under the Plan
shall not be increased, (b) the benefits accruing to the
Participants in the Plan shall not be materially increased, and (c)
the requirements as to eligibility for participation in the Plan
shall not be materially modified.
B-3
PROXY CARD
- ----------
If no direction is given, this proxy will be voted FOR Items 1, 2, 3 and 4.
The Board of Directors Recommends a Vote FOR Item 1.
Item 1 - Election of directors duly nominated.
For Withheld Richard L. Bond, John S. Chalsty, Wendy L.
Gramm, David C. Layhee, Eugene D. Leman,
- ------- ------ Robert L. Peterson, JoAnn R. Smith and
Dale C. Tinstman
To withhold authority to vote for any individual nominee, write that
nominee's name on the line below)
__________________________________________________________
The Board of Directors Recommends a Vote FOR Item 2.
Item 2 - Approval of the amendment to the Articles of Incorporation
increasing the authorized shares of Common Stock from 100,000,000 shares
to 200,000,000 shares.
For Against Abstain
____ ______ ______
The Board of Directors Recommends a Vote FOR Item 3
Item 3 - Approval of the 1996 Stock Option Plan.
For Against Abstain
_____ _____ _____
The Board of Directors Recommends a Vote FOR Item 4.
Item 4 - Approval of the 1996 Officer Long-Term Stock Plan.
For Against Abstain
_____ _____ _____
Please mark, date and sign as your name appears below and return in the
enclosed envelope. If acting as executor, administrator, trustee, guardian,
etc., you should indicate when signing. If the signer is a corporation or
partnership name, by President, authorized officer or authorized partner. If
shares are held jointly, each shareholder named should sign.
Date _____________________________________
Signature_________________________________
Signature_________________________________
_______________________________________________________________________________
FOLD AND DETACH HERE
Annual Meeting
of
IBP, inc.
Thursday, April 18, 1996
Agenda
------
* Election of Directors
* Approval of amendment to the Articles of Incorporation
* Approval of the 1996 Stock Option Plan
* Approval of the 1996 Officer Long-Term Stock Plan
* Transaction of other business properly brought before the
meeting or any adjournment thereof
PROXY
- -----------------------------------------------------------------------------
SOLICITED BY THE BOARD OF DIRECTORS for Annual Meeting of Stockholders
IBP, inc.
Corporate Headquarters
Training Room
IBP Avenue
Dakota City, Nebraska 68731
THURSDAY, APRIL 18, 1996 - 3:00 P.M.
The undersigned stockholder hereby appoints Robert L. Peterson and Lonnie
O. Grigsby, or either of them, the proxies of the undersigned to vote, as
indicated on the reverse side, all shares registered in the name of the
undersigned on all matters which may come before the 1996 Annual Meeting of
Stockholders of IBP,inc. or any adjournment thereof.
The shares represented by this proxy will be voted as directed by the
stockholder. If no direction is given such shares will be voted for Items 1,
2,3 and 4 and in accordance with the discretion of the persons named as
proxies on all other business.
________________________________________________________________________________
FOLD AND DETACH HERE
Annual
Meeting of Stockholders
April 18, 1996
In order to assure a quorum, all stockholders are urged to vote by proxy or
attend the meeting. However, whether or not you expect to attend, we urge
you to read the accompanying Proxy Statement and then complete, sign, date
and return the proxy card in the enclosed postage prepaid envelope. It is
important that your shares be represented at the meeting. Your promptness
will assist us in preparing for the meeting and avoiding the cost of a
follow-up mailing. If you receive more than one proxy card because you own
shares registered in different names or at different addresses, each proxy
card should be completed and returned.
