FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
IBP, inc.
DELAWARE 42-0838666
IBP Avenue
P. O. Box 515
Dakota City, Nebraska 68731-0515
1996 STOCK OPTION PLAN
LONNIE O. GRIGSBY
General Counsel
IBP, inc.
IBP Avenue
P. O. Box 515
Dakota City, Nebraska 68731-0515
(402) 494-2061
CALCULATION OF REGISTRATION FEE
___________________________________________________________________
___________________________________________________________________
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share* Price* Fee
_____________________________________________________________________
_____________________________________________________________________
Common Stock,
par value 3,500,000
$.05 per share shares $23.4375 $82,031,250 $24,857.95
_____________________________________________________________________
_____________________________________________________________________
* For purposes of calculation of registration fee only; pursuant to
Rule 457(h), calculation is based on the average of the high and
low prices for the Common Stock, par value $.05 per share, of
issuer, on the New York Stock Exchange Composite Tape for
April 25, 1997. (Calculation table on page 14)
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TABLE OF CONTENTS
Incorporation of Certain Documents by Reference. . . . 2
Experts and Counsel. . . . . . . . . . . . . . . . . . 2-3
Indemnification of Directors and Officers. . . . . . . 3-4
Undertakings . . . . . . . . . . . . . . . . . . . . . 4-6
Signatures . . . . . . . . . . . . . . . . . . . . . . 6-7
Exhibit Index. . . . . . . . . . . . . . . . . . . . . 8
INCORPORATION BY REFERENCE
The following documents, which have been filed by IBP, inc.
("IBP") with the Commission, are incorporated by reference in this
S-8 Registration Statement:
1. IBP's Annual Report to stockholders, which is
incorporated by reference in the Annual Report on Form
10-K for the fiscal year ending December 28, 1996 filed
pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 ("Exchange Act").
2. All other reports filed pursuant to Sections 13(a) or
15(d) of the Exchange Act by IBP since December 28, 1996.
3. The description of IBP's securities contained in IBP's
Registration Statement on Form 10(No.1-6058) filed with
the Commission pursuant to Section 12(g) of the Exchange
Act, including any other amendment or report filed for
the purpose of updating such description.
4. All documents subsequently filed by IBP pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the
date of filing of such documents.
EXPERTS AND COUNSEL
The legality of the common stock offered hereby under the Plan
has been passed upon by L. O. Grigsby, General Counsel for IBP, who
is eligible for awards pursuant to the Plan.
The consolidated financial statements of IBP and its
consolidated subsidiaries included or incorporated by reference to
the Annual Report on Form 10-K for year ended December 28, 1996,
which is incorporated by reference in this Registration
Statement, have been so incorporated in reliance on the report of
Coopers & Lybrand L.L.P. or Price Waterhouse LLP, independent
public accountants, as indicated in the Annual Report, and are
incorporated by reference herein in reliance upon the authority of
said firms as experts in accounting and auditing in giving said
reports.
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The reports of independent public accountants relating to the
audited financial statements and financial statement schedules of
IBP in any documents filed by IBP pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, to the extent
covered by consents thereto filed with the Commission, will be
incorporated by reference in this Registration Statement in
reliance upon the authority of such independent public accountants
as experts in accounting and auditing in giving said reports to the
extent that firm has examined those financial statements and
financial statement schedules and consented to the use of their
reports thereon.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The General Corporation Law of the State of Delaware and the
By-laws of IBP provide for the indemnification of directors and
officers under certain conditions. In addition, the directors and
officers of IBP are insured under certain insurance policies
insuring them against claims made during periods of the policies
and against liabilities arising from such claims for certain
wrongful acts in their capacities as directors and/or officers and
for which they are not indemnified by IBP.
Upon receiving the approval of IBP's stockholders on September
17, 1987, IBP's Certificate of Incorporation was amended to
implement the provisions of Section 102(b)(7) of the Delaware
General Corporation Law ("DGCL"), which Section permits
corporations to adopt charter provisions which limit or eliminate
personal liability of directors for certain breaches of their
fiduciary duties. IBP's directors do not have personal liability
to IBP or its stockholders for monetary damages for any breach of
fiduciary duty as a director, except: (i) for any breach of the
duty of loyalty to IBP or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct
or a knowing violation of the law; (iii) for liability under
Section 174 of the DGCL (involving certain unlawful payment of
dividends, stock repurchases or stock redemptions); or (iv) for any
transaction from which the directors derive an improper personal
benefit. Except as described in the preceding sentence, a
director does not have any liability arising out of actions
involving negligence or gross negligence, including actions in
response to acquisition proposals.
IBP's Board of Directors voted on September 16, 1987 and its
stockholders voted on September 17, 1987 to authorize IBP to enter
into indemnification agreements with its directors and certain of
its officers. Upon receiving such authorization, indemnification
agreements were entered into with certain of IBP's directors and
officers. Such indemnification agreements provide, among other
things, for (i) indemnification to the fullest extent permitted by
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law against any and all expenses, judgments, fines and amounts paid
in settlement of any claim against a director unless it is
determined, as provided in the indemnification agreement, that
indemnification is not permitted under law; (ii) the prompt
advancement of expenses to any director in connection with his or
her defense against any threatened or pending claim; (iii) the
creation of a trust in the event of potential change of control to
provide a source of a payment of indemnification obligations of
IBP; and (iv) a provision that no legal action be brought and no
cause of action asserted against a director by or on behalf of IBP
after the expiration of two (2) years from the date of accrual of
such cause of action. Similar indemnification agreements may from
time to time be entered into with officers of IBP or certain other
employees or agents of IBP.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling IBP pursuant to the foregoing provisions, IBP
has been informed that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable.
UNDERTAKINGS
Pursuant to Item 512(a),(b),(e) and (h) of Regulation S-K, the
undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
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reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such
securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(e) The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the
latest Annual Report to security holders that is
incorporated by reference in the Prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or
Rule 14c-3 under the Securities Exchange Act of 1934;
and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set
forth in the Prospectus, to deliver, or cause to be
delivered to each person to whom the Prospectus is sent
or given, the latest quarterly report that is
specifically incorporated by reference in the Prospectus
to provide such interim financial information.
(h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers, and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by
a director, officer or controlling person of the
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registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or
controlling person in connection with the securities
being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for the filing on Form S-8
and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city
of Dakota Dunes, State of South Dakota, on April 30, 1997.
IBP, inc.
/s/ Robert L. Peterson
-----------------------
Robert L. Peterson
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Robert L. Peterson and Lonnie O. Grigsby his/her true and
lawful attorneys-in-fact and agents, each acting alone, with full
powers of substitution and resubstitution, for him/her and in
his/her name, place and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to this
Registration Statement, and file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, each acting alone, full power and authority to
do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and
purposes as he/she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, each
acting alone, or his/her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
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Signature Title Date
/s/ Robert L. Peterson 4/30/97
- ------------------------ Chairman of the Board, --------
Robert L. Peterson Chief Executive Officer,
Director (principal
executive officer)
/s/ Larry Shipley 4/30/97
- ------------------------ Executive Vice President, --------
Larry Shipley Corporate Development,
(principal financial
officer)
/s/ Craig J. Hart 4/30/97
- ------------------------ Vice President and --------
Craig J. Hart Controller
/s/ Richard L. Bond 4/30/97
- ------------------------ President, Fresh Meats, --------
Richard L. Bond Director
/s/ David C. Layhee 4/30/97
- ------------------------ President, Consumer --------
David C. Layhee Products, Director
/s/ Eugene D. Leman 4/30/97
- ------------------------ President, Allied Group, --------
Eugene D. Leman Director
/s/ John S. Chalsty 4/30/97
- ------------------------ Director --------
John S. Chalsty
/s/ Wendy L. Gramm 4/30/97
- ------------------------ Director --------
Wendy L. Gramm
/s/ Martin A. Massengale 4/30/97
- ------------------------ Director --------
Martin A. Massengale
/s/ JoAnn R. Smith 4/30/97
- ------------------------ Director --------
JoAnn R. Smith
/s/ Dale C. Tinstman 4/30/97
- ------------------------ Director --------
Dale C. Tinstman
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT PAGE
5 Opinion Regarding Legality 9
See Exhibit 5 Consent of Legal Counsel 9
23 Consents of Independent
Accountants 11
See Signature
Page Power of Attorney 6
27 Financial Data Schedule
99 Additional Exhibit -
Calculation of Fees 14
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EXHIBIT 5
April 30, 1997
IBP, inc.
P.O. Box 515
Dakota City, NE 68731-0515
RE: Registration Statement on Form S-8
Ladies and Gentlemen:
I am the General Counsel of IBP, inc., a Delaware Corporation
(the "Company") and have acted as Counsel to the Company in
connection with the registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of an
aggregate of 3,500,000 shares of its common stock, par value five
cents per share (the "Shares"), issuable pursuant to awards made
under the Company's 1996 Stock Option Plan (the "Plan").
For purposes of this opinion, I have examined such matters of
law and originals, or copies certified or otherwise identified to
my satisfaction, of such documents, corporate records and other
instruments as I have deemed necessary. In my examination, I have
assumed the genuineness of all signatures, the authenticity of all
documents submitted to me as originals, the conformity to the
originals of all documents submitted to me as certified photostatic
or conformed copies, and the authenticity of the originals of all
such latter documents. I have also assumed the due execution and
delivery of all documents where execution and delivery are
prerequisites to the effectiveness thereof.
Based upon the foregoing, I am of the opinion that the Shares
when issued and delivered in accordance with the Plan will be
legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to my name under
the caption "Experts" in the Registration Statement. In giving
this opinion and consent I do not admit that I am an expert with
respect to any part of the Registration Statement within the
meaning of the term "expert" as used in Section 11 in the
Securities Act of 1933 as amended or the rules and regulations of
the Securities and Exchange Commission thereunder (collectively,
the "Act"), nor do I admit that I am in the category of persons
whose consent is required by Section 7 of the Act.
Sincerely,
/s/ Lonnie O. Grigsby
- ---------------------
Lonnie O. Grigsby
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EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8, relating to the 1996 Stock
Option Plan, of our report dated January 24, 1997, which appears on
page 23 of the 1996 Annual Report to Stockholders of IBP, inc.,
which is incorporated by reference in IBP's Annual Report on Form
10-K for the year ended December 28, 1996. We also consent to the
incorporation by reference of our report on the Financial Statement
Schedule, which appears on page 17a of such Annual Report on Form
10-K. We also consent to the reference to us under the heading
"Experts and Counsel" in such Registration Statement.
COOPERS & LYBRAND L.L.P.
Omaha, Nebraska
April 30, 1997
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 3,
1995 referred to on page 23 of the 1996 Annual Report to
Stockholders of IBP, inc., which is incorporated by reference in
IBP, inc.'s Annual Report on Form 10-K for the fiscal year ended
December 28, 1996. We also consent to the incorporation by
reference of our report on the Financial Statement Schedule, which
appears on page 17b of such Annual Report on Form 10-K. We also
consent to the reference to us under the heading "Experts and
Counsel" in such registration statement.
PRICE WATERHOUSE LLP
Chicago, Illinois
April 30, 1997
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<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-28-1996
<PERIOD-END> DEC-28-1996
<CASH> 94,164
<SECURITIES> 169,476
<RECEIVABLES> 510,654
<ALLOWANCES> 9,873
<INVENTORY> 299,700
<CURRENT-ASSETS> 1,110,585
<PP&E> 1,513,716
<DEPRECIATION> 697,510
<TOTAL-ASSETS> 2,174,495
<CURRENT-LIABILITIES> 604,131
<BONDS> 260,008
0
0
<COMMON> 4,750
<OTHER-SE> 1,198,905
<TOTAL-LIABILITY-AND-EQUITY> 2,174,495
<SALES> 12,538,753
<TOTAL-REVENUES> 12,538,753
<CGS> 12,095,550
<TOTAL-COSTS> 12,095,550
<OTHER-EXPENSES> 120,295
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,373
<INCOME-PRETAX> 319,535
<INCOME-TAX> 120,800
<INCOME-CONTINUING> 198,735
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 198,735
<EPS-PRIMARY> 2.06
<EPS-DILUTED> 2.06
</TABLE>
EXHIBIT 99
CALCULATION OF FEE
Number of Shares 3,500,000
(times)
Offering Price x
(Rule 457(h) - calculation
is based on the average of
the high and low prices of the
Common Stock for one day on the $ 23.4375
New York Stock Exchange Composite -------------
Tape For April 25, 1997 Low ==================
$23 1/8, High $23 3/4
Aggregate Offering Amount $ 82,031,250
-------------
(times) x
Fee Charge Pursuant to Section
6(b) of the Securities Act is .000303030
1/33 of 1% of the Aggregate
Offering Amount
==================
FEE $ 24,857.95
-------------
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