[IBP GREEN LOGO
TO BE INSERTED
HERE]
March 24, 1997
Dear Stockholder:
The Annual Meeting of Stockholders will be held on April 30, 1997, at
the IBP headquarters in Dakota City, Nebraska. Typically, the annual
meeting is very short and is limited to those activities that are formally
required. Based on the limited nature of the annual meeting, and the fact
that a large majority of the Company's shares are held by institutional
investors, very few stockholders attend the meeting. The Company encourages
stockholders to read the proxy statement and annual report and to vote
shares by the enclosed proxy card.
Because of the location of the meeting and the agenda being limited to
only those matters that are legally required, the Company does not feel the
annual meeting is the best or most efficient way to get information to
stockholders. To obtain current information regarding IBP, the Company
encourages investors to 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,
/s/ Robert L. Peterson
----------------------
Robert L. Peterson
Chairman of the Board
and Chief Executive Officer
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act
of 1934
(Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only [as permitted by Rule
14a-6(e)(2)]
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 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 box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: __________________
2) Form, Schedule or Registration 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 30, 1997
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 Wednesday, April 30, 1997, at 3:00 p.m. Central Daylight
Time for the following purposes:
1. To elect nine directors to serve for one year terms expiring at the
annual meeting in 1998 and until their successors are elected and qualified;
2. 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 7, 1997,
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.
/s/ Robert L. Peterson
- ----------------------
Robert L. Peterson
Chairman of the Board
Dakota City, Nebraska
March 24, 1997
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 24, 1997, in
connection with the solicitation of proxies by the Board of Directors of IBP,
inc. ("IBP") for use at the Annual Meeting of Stockholders. The Annual
Meeting of Stockholders will be held in the training room of the corporate
headquarters located on IBP Avenue in Dakota City, Nebraska, on April 30,
1997, at 3:00 p.m. Central Daylight Time. Stockholders of record at the close
of business on March 7, 1997, are entitled to notice of and to vote at the
meeting and at any adjournment thereof. As of the close of business on March
7, 1997, IBP had outstanding 93,078,835 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. 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 7, 1997, 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 nine 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 nine 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. 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 $6,000 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 1998 Annual Meeting
In the event that any stockholder desires to submit a proposal for action
at the 1998 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 25, 1997. 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 1998 Annual Meeting of Stockholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of March 7, 1997, 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:
Name and Address of Amount and Nature of Percent of
Title of Class Beneficial Owner Beneficial Ownership(#) Class (%)
Common Stock Neuberger & Berman, LLC 9,458,377 (1) 9.99 (2)
605 Third Avenue
New York, NY 10158
__________________
(1) Neuberger & Berman, LLC has sole investment power over 0 shares, and
sole voting power over 1,866,210 shares, according to its Schedule 13G
dated February 10, 1997, and filed with the Securities and Exchange
Commission ("SEC").
(2) Calculation based on percentage of outstanding shares as of September
28, 1996.
ELECTION OF DIRECTORS
It is intended that proxies received will be voted FOR the election of nine
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 February 14,
1997, with respect to each of the nine nominees for election as director at
the annual meeting.
RICHARD L. BOND, 49 Director since 1995
Mr. Bond has served as the President, Fresh Meats of IBP 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, 63 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 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 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.
DR. WENDY L. GRAMM, 52 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, the Chicago Mercantile Exchange and Kinetic Concepts, Inc.
DAVID C. LAYHEE, 52 Director since 1995
Mr. Layhee has served as the President, Consumer Products of IBP since
March 1, 1995. Prior to that he was the Group Vice President, Design
Products since 1989.
EUGENE D. LEMAN, 54 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.
DR. MARTIN A. MASSENGALE, 63 Director since 1996
Dr. Massengale has been the Director, Center for Grassland Studies,
Foundation Distinguished Professor and President Emeritus at the University
of Nebraska since 1994. From 1958 to 1976 Dr. Massengale was a professor at
the University of Arizona and the Associate Dean, College of Agriculture,
University of Arizona. From 1976 to the present he has been with the
University of Nebraska where he has served as a vice chancellor, chancellor
interim president and president of the University, a position he held from
1991 to 1994. Dr. Massengale has been named to the Board of Woodmen Accident
& Life Insurance Company and the Board of Managers of America First L.L.C.
ROBERT L. PETERSON, 64 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. 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, 57 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.
DALE C. TINSTMAN, 77 Director since 1962
Mr. Tinstman, a business consultant, is a Director of Smith Hayes Trust,
Inc. 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 four times during the 1996 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 did not meet during 1996. However, it did act by
written consent of all members seven times in 1996.
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 Mr. Chalsty, Dr. Gramm, Dr. Massengale and
Ms. Smith. The Audit Committee held four meetings during 1996.
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, Dr.
Massengale and Ms. Smith. The Compensation Committee held one meeting during
1996.
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 (Chairperson), Mr. Chalsty, Dr. Massengale, Ms. Smith and Mr.
Tinstman. The Nominating Committee held one meeting during 1996.
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 (Chairperson), Mr. Chalsty, Dr. Gramm and
Dr. Massengale, none of whom are eligible for selection as participants in
these plans. The Plans Administration Committee did not meet during 1996.
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. Non-management directors receive a
retainer fee of $25,000 per annum, $2,500 per annum for each committee they
chair and $1,000 for each board or committee meeting that they attend.
Non-management 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, which includes chairing the IBP Retirement Savings Plan
Administration Committee which administrates an Internal Revenue Code Section
401(k) plan with in excess of $120 million of invested funds. Pursuant to
such agreement, Mr. Tinstman receives $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 fees and meeting fees paid
to non-management 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 28, 1997, 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.
Name of Beneficial Owner- Amount and Nature of Percent of
Position with IBP Beneficial Ownership(#)(1) Class(%)(3)
- ------------------------- -------------------------- -----------
Richard L. Bond - Director
and Executive Officer 34,224 *
John S. Chalsty - Director 7,600 *
Wendy L. Gramm - Director 1,800 *
David C. Layhee - Director
and Executive Officer 74,136 *
Eugene D. Leman - Director
and Executive Officer 73,017 *
Martin A. Massengale - Director 150 *
Robert L. Peterson - Director
and Executive Officer 428,200 *
Jerry S. Scott - Executive Officer 59,306 *
JoAnn R. Smith - Director 4,200 *
Dale C. Tinstman - Director 13,600 (2) *
All Directors and Executive
Officers As A Group (17 Persons) 871,194 *
__________________
(1) Includes the following shares which are subject to stock options granted
pursuant to the IBP 1987 Stock Plan, the IBP 1993 Stock Option Plan and the
IBP Directors Stock Option Plan, and which are exercisable as of February 28,
1997, or within 60 days thereafter: Mr. Bond 34,224; Mr. Chalsty 2,600; Dr.
Gramm 1,800; Mr. Layhee 43,246; Mr. Leman 52,800; Mr. Peterson 308,000; Mr.
Scott 45,768; Ms. Smith 1,400; Mr. Tinstman 2,600; and all other Executive
Officers 117,470.
(2) Includes 2,000 shares owned by Mr. Tinstman's wife, as to which Mr.
Tinstman disclaims any beneficial ownership.
(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 options 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 plan 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.
Levels for both stock option 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 typically
granted for terms of ten years and normally 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 1996, the Compensation Committee considered the fact that operating
income for 1995 for bonus purposes was up 38% from 1994 and net earnings per
share were up to $2.67 in 1995 from $1.90 in 1994. The Compensation
Committee established a standard salary increase budget of 2.5%, and an
additional discretionary 0.5%, for a total salary increase budget of 3% for
fiscal year 1996 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 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 1996 were established by the Compensation Committee in December
1994. Mr. Peterson's base salary remained at $1,000,000. His
performance-based bonus for 1996 was established at 1.393% (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 1993
changes to Section 162(m) of the Internal Revenue Code which require that any
compensation over $1,000,000 be performance-based (or meet other expectations
provided by the Section) to be deductible by the Company. The salary and
performance-based bonus were determined pursuant to the changes to Section
162(m) and in order to retain Mr. Peterson as Chairman and Chief Executive
Officer. The bonus method was designed to incentivize Mr. Peterson with a
performance-based bonus that was competitive with the industry and also
allows the Company to take a deduction for federal income tax purposes.
John S. Chalsty Wendy L. Gramm Martin A. Massengale JoAnn R. Smith
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN
COMPENSATION DECISIONS
The members of the Compensation Committee are Mr. Chalsty (Chairman),
Dr. Gramm, Dr. Massengale and Ms. Smith.
SUMMARY COMPENSATION TABLE (1)
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------- --------------------
Restrctd. Securities
Stock Underlying All Other
Name and Principal Year Salary Bonus Awards Options Compenstn.
Position ($) ($) ($)(2) (#) ($)(3)
- ------------------ ---- --------- --------- ------- ---------- ----------
Robert L. Peterson 1996 1,000,000 3,719,696 30,000 123,732
Chairman and 1995 1,000,000 5,278,263 60,000 176,466
Chief Executive
Officer 1994 1,000,000 3,872,990 60,000 171,340
Richard L. Bond 1996 312,500 300,000 12,000 22,489
President, 1995 279,167 500,000 100,000 44,000 32,115
Fresh Meats 1994 138,902 300,000 298,850 13,280 13,952
Eugene D. Leman 1996 229,167 225,900 9,000 16,492
President, 1995 216,667 376,500 50,000 28,000 24,946
Allied Group 1994 190,372 362,267 12,000 19,140
David C. Layhee 1996 205,000 156,875 9,671 14,753
President, 1995 195,833 313,750 50,000 30,684 22,544
Consumer Products 1994 142,470 250,000 298,850 13,280 14,319
Jerry S. Scott 1996 150,000 165,625 6,960 10,795
Exec. Vice Pres., 1995 116,000 193,005 250,000 17,760 13,359
Fresh Meats
Operations 1994 100,621 134,565 8,160 10,099
_______________________________
(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 has therefore removed SARs from the columns of
this table and reported only options.
(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 28, 1996, and the aggregate fair
market value of the shares based upon a fiscal year-end closing price of
$23.875 per share, were as follows: Mr. Peterson - 204,750 shares valued at
$4,888,406; Mr. Bond - 50,347 shares valued at $1,202,035; Mr. Leman - 60,325
shares valued at $1,440,259; Mr. Layhee - 47,161 shares valued at $1,125,969;
and Mr. Scott - 35,277 shares valued at $842,238.
(3) All Other Compensation includes 1994, 1995 and 1996 profit sharing
contributions made by the Company into the named officer's account in the IBP
Retirement Income Plan ("RIP"). The profit sharing amount attributable to
each named officer for 1996 is as follows: Mr. Peterson - $100,191; Mr. Bond
- - $22,375; Mr. Leman - $16,408; Mr. Layhee - $14,678; and Mr. Scott -
$10,740. 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 in 1996, and any cash surrender value the named officer is
entitled to under a policy, is as follows: Mr. Peterson - $23,541 ($20,512
of this amount represents the cash surrender value of a policy and $3,029
represents the premiums paid); Mr. Bond - $114; Mr. Leman - $84; Mr. Layhee
- - $75; and Mr. Scott - $55.
Employment Contracts
Except for Mr. Peterson, IBP has employment agreements with all of its
executive officers, including Messrs. Bond, Leman, Layhee and Scott. Each
agreement is for a term of five years, Messrs. Bond's, Leman's and Layhee's
commenced March 1, 1995 and Mr. Scott's commenced December 22, 1995. Each
provides for a one year non-compete obligation from the employee following
the termination of employment with IBP. The agreements provide 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
- - $300,000; Mr. Leman - $220,000; Mr. Layhee - $200,000; and Mr. Scott -
$150,000. While the agreements terminate by their terms after five years,
either party to an agreement has the right to terminate it, subject to the
non-compete obligation, upon one year's notice.
IBP does not have termination or change of control plans or contracts with
any of its employees, except as provided for in the IBP 1987 Stock Option
Plan, the IBP 1993 Stock Option Plan, the 1996 Stock Option Plan, the IBP
Officer Long-Term Stock Plan and the 1996 Officer Long-Term Stock Plan.
OPTION GRANTS TABLE
Option Grants in 1996 (1)
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grant Option Term (10 years)
- ----------------------------------------------------- ----------------------
Percent
Number of of Total
Securities Options
Underlying Granted to Exercise
Options Employees or Base Expi-
Granted in Fiscal Price ration
Name (#)(2) Year (%) ($/share) Date 5%($) 10%($)
- ------------- ---------- ---------- --------- ------ --------- ---------
Robert L.
Peterson 30,000 4.44 23.75 10/01/06 448,087 1,135,542
Richard L.
Bond 12,000 1.78 23.75 10/01/06 179,235 454,217
Eugene D.
Leman 9,000 1.33 23.75 10/01/06 134,426 340,662
David C.
Layhee 9,000 1.33 23.75 10/01/06 134,426 340,662
671 .10 25.75 02/26/06 10,866 27,537
Jerry S.
Scott 6,900 1.03 23.75 10/01/06 103,956 263,446
______________________
(1) All options were granted pursuant to the IBP 1993 Stock Option Plan. 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) 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.
AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES TABLE
Aggregated Option Exercises in 1996
and 1996 Year-End Option Values (1)
Number of
Securities
Underlying
Unexercised Value of Unexercised
Shares Options at In-The-Money Options
Acquired 1996 Year-End (#) at 1996 Year-End ($)
on Value -------------------- ----------------------
Exercise Realized Exercisable Unexerci- Exercisable Unexerci-
Name (#) ($) sable sable
- ------------- -------- -------- ----------- --------- ----------- ---------
Robert L.
Peterson 0 0 296,000 174,000 4,625,250 887,250
Richard L.
Bond 0 0 24,208 72,712 304,025 334,806
Eugene D.
Leman 0 0 46,400 54,600 667,250 271,000
David C.
Layhee 2,016 33,004(2) 35,888 57,067 547,707 265,045
Jerry S.
Scott 0 0 44,136 36,564 685,764 127,615
______________________
(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.
(2) The shares acquired on exercise by Mr. Layhee were held by him. For the
value realized, IBP has reported the product of the number of shares
exercised times the difference between the closing price of IBP Common Stock
on the date of exercise and the option exercise price.
PERFORMANCE GRAPH
The following performance graph 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.
IBP, inc.
Comparison of Five Year Cumulative Total Return
IBP, inc., S&P 500 Index and S&P 400 Index
1991 1992 1993 1994 1995 1996
------ ------ ------ ------ ------ ------
IBP, inc. 100.00 138.89 182.49 219.12 367.64 349.03
S&P 500 100.00 111.45 120.95 122.35 168.33 211.22
S&P 400 100.00 112.63 127.59 125.61 164.47 193.81
(1) Assumes $100 invested on December 27, 1991 in IBP, inc. Common Stock, the
S&P 500 Index, and the S&P 400 Index. Each of the three measures of
cumulative total return assumes reinvestment of dividends.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who beneficially 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.
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 28, 1996 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 principles 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 1996 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 present 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
/s/ Lonnie O. Grigsby
- ---------------------
Lonnie O. Grigsby
Secretary
PROXY CARD
- ----------
If no direction is given, this proxy will be voted FOR Item 1.
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,
- ------- ------ Martin A. Massengale, 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)
__________________________________________________________
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, please sign in full corporate 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.
Wednesday, April 30, 1997
Agenda
------
* Election of Directors
* 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
WEDNESDAY, APRIL 30, 1997 - 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 1997 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 Item 1,
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 30, 1997
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.
