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As filed with the Securities Exchange Commission on November 28, 2000
File No. 001-06085
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
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IBP, inc.
(Name of Issuer)
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IBP, inc.
Rawhide Holdings Corporation
Rawhide Acquisition Corporation
DLJ Merchant Banking Partners III, L.P.
DLJ Offshore Partners III, C.V.
DLJMB Funding III, Inc.
DLJ ESC II, L.P.
Archer-Daniels-Midland Company
Robert L. Peterson
Richard L. Bond
(Name of Persons Filing Statement)
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Common Stock, par value $0.05 per share
(Title of Class of Securities)
449223106
(CUSIP Number of Class of Securities)
Robert L. Peterson Thompson Dean David Smith, Esq.
IBP, inc. DLJ Merchant Banking III, Inc. Archer-Daniels-Midland Company
800 Stevens Port Drive 277 Park Avenue 4666 Faries Parkway
Dakota Dunes, South Dakota 57049 New York, NY 10172 Decatur, IL 62525
(605) 235-2061 (212) 892-3000 (217) 424-6183
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Persons Filing Statement)
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Copies To:
Sheila B. Hagen, Esq. Randall H. Doud George R. Bason, Jr.
IBP, inc. Skadden, Arps, Slate, Meagher & Flom LLP Davis Polk & Wardwell
800 Stevens Port Drive 4 Times Square 450 Lexington Avenue
Dakota Dunes, South Dakota 57049 New York, New York 10036 New York, New York 10017
(605) 235-2061 (212) 450-4340
Seth Kaplan, Esq. James E. Nicholson
Wachtell, Lipton, Rosen & Katz Faegre & Benson LLP
51 West 52nd Street 2200 Wells Fargo Center
New York, New York 10019 90 South Seventh Street
(212) 892-3000 Minneapolis, MN 55402
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This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule
13e-3(c) under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]
CALCULATION OF FILING FEE
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Transaction Valuation Amount of Filing Fee
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$2,374,594,896* $474,919**
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* For purposes of calculation of fee only, this amount is based on (i)
105,610,334 shares (the number of shares of Common Stock of IBP, inc.
outstanding as of November 1, 2000 ("Common Stock")) multiplied by
$22.25, the cash consideration per share plus (ii) $24,764,965, the
aggregate amount anticipated to be paid to certain persons holding options
to acquire shares of common stock in consideration of cancellation of such
options (assuming an aggregate of 3,573,588 options are cancelled in
exchange for cash in the transaction).
** The amount of the filing fee calculated in accordance with Exchange Act
Rule 0-11 equals 1/50th of 1% of the value of the securities proposed to
be acquired.
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offering fee was previously
paid. Identify the previous filing by registration statement number, or the
form or schedule and the date of its filing.
Amount Previously Paid: $474,919 Filing Party: IBP, inc.
Form or Registration No.: Preliminary Schedule Date Filed: November 28, 2000
14A Proxy Statement
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This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Schedule
13E-3") is being filed by: (1) IBP, inc., a Delaware corporation (the
"Company"), (2) Rawhide Holdings Corporation, a Delaware corporation ("Rawhide
Holdings"), (3) Rawhide Acquisition Corporation, a Delaware corporation and
wholly-owned subsidiary of Rawhide Holdings ("Rawhide Acquisition"), (4) DLJ
Merchant Banking Partners III, L.P. ("DLJMB"), a Delaware limited partnership,
DLJ Offshore Partners III, C.V. ("Offshore"), a Netherlands Antilles limited
partnership, DLJMB Funding III, Inc. ("Funding"), a Delaware corporation, and
DLJ ESC II L.P. ("ESC II"), a Delaware limited partnership (collectively,
excluding the Company, the "DLJ Entities"), (5) Archer-Daniels-Midland Company,
a Delaware corporation ("ADM"), (6) Robert L. Peterson ("Peterson"), Chairman
and Chief Executive Officer of the Company, and (7) Richard L. Bond ("Bond"),
Chief Operating Officer of the Company. The preceding persons are collectively
referred to herein as the "Filing Persons".
This Statement relates to an Agreement and Plan of Merger dated as of
October 1, 2000, (the "Merger Agreement"), among the Company, Rawhide Holdings
and Rawhide Acquisition, pursuant to which Rawhide Acquisition will merge with
and into the Company (the "Merger"), with the Company as the surviving entity.
In the Merger, each outstanding share of common stock, par value $0.05 per
share ("Common Stock"), of the Company will be converted, without any action on
the part of the shareholders, into the right to receive $22.25 in cash per
share (other than shares held by shareholders who properly demand appraisal
rights with respect to such shares). Options and restricted stock awards will
be treated as described more fully in the Proxy Statement (as defined below).
Any shares of the Company held by the Company, Rawhide Holdings or Rawhide
Acquisition will be canceled without payment being made therefor.
Concurrently with the filing of this Schedule 13E-3, the Company is filing
with the Securities and Exchange Commission a proxy statement (the "Proxy
Statement") under Regulation 14A of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), relating to the special meeting of stockholders
of the Company at which the stockholders of the Company will consider and vote
upon, among other things, a proposal to approve and adopt the Merger Agreement
and authorize the Merger.
A copy of the Proxy Statement is attached hereto as Exhibit (a)(1), a copy
of the Merger Agreement is attached as Annex A to the Proxy Statement. All
references in this Schedule 13E-3 to Items numbered 1001 through 1016 are
references to Items contained in Regulation M-A under the Exchange Act.
The information contained in the Proxy Statement, including all annexes
thereto, is hereby expressly incorporated herein by reference. All information
in, or incorporated by reference in, this Schedule 13E-3 concerning the
Company, Peterson and Bond has been supplied by the Company, all information
concerning the DLJ Entities has been provided by the DLJ Entities and all
information concerning ADM has been provided by ADM. As of the date hereof, the
Proxy Statement is in preliminary form and is subject to completion or
amendment. Capitalized terms used but not defined in this Schedule 13E-3 shall
have the meanings given to them in the Proxy Statement.
Item 1. Summary Term Sheet.
Item 1001
The information contained in the sections of the Proxy Statement entitled
"Summary Term Sheet", "Questions and Answers About the Merger" and "Questions
and Answers About the Special Meeting" is incorporated herein by reference.
Item 2. Subject Company Information.
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Item 1002
(a) The information contained in the sections of the Proxy Statement
entitled "Summary Term Sheet--The Companies" and "Who Can Help Answer
Your Questions" is incorporated herein by reference.
(b) The information contained in the section of the Proxy Statement
entitled "Information Concerning the Special Meeting--Record Date and
Quorum Requirements" is incorporated herein by reference.
(c)-(d) The information contained in the section of the Proxy Statement
entitled "Common Stock Market Price and Dividend Information" is
incorporated herein by reference.
(e) Not applicable.
(f) The information contained in the sections of the Proxy Statement
entitled "Common Stock Purchase Information--Purchases by IBP",
"Common Stock Purchase Information--Purchases by DLJMB", "Common
Stock Purchase Information--Purchases by ADM" and "Common Stock
Purchase Information--Purchases by Executive Officers and Directors"
is incorporated herein by reference.
Item 3. Identity and Background of Filing Persons.
Item 1003
(a) The information contained in the sections of the Proxy Statement
entitled "Summary Term Sheet--The Companies","Current Executive
Officers and Directors of IBP", "Management of IBP Following the
Merger", "Security Ownership of Certain Beneficial Owners and
Management", "Rawhide Entities and DLJMB" and "Archer-Daniels-Midland
Company" is incorporated herein by reference.
(b) The information contained in the sections of the Proxy Statement
entitled "Summary Term Sheet--The Companies","Current Executive
Officers and Directors of IBP", "Management of IBP Following the
Merger", "Rawhide Entities and DLJMB" and "Archer-Daniels-Midland
Company" is incorporated herein by reference.
(c)(1)-(5) The information contained in the sections of the Proxy
Statement entitled "Current Executive Officers and Directors
of IBP", "Management of IBP Following the Merger", "Rawhide
Entities and DLJMB" and "Archer-Daniels-Midland Company" is
incorporated herein by reference.
Item 4. Terms of the Transaction.
Item 1004
(a)(1) Not applicable.
(a)(2) The information contained in the sections of the Proxy Statement
entitled "Summary Term Sheet", "Questions and Answers About the
Merger", "Questions and Answers About Voting at the Special
Meeting", "Information Concerning the Special Meeting--Vote
Required", "Special Factors--Background of the Merger", "Special
Factors--Recommendation of the Special Committee and Board of
Directors; Purpose and Reasons for the Merger", "Special
Factors--Purpose of Rawhide Holdings and DLJMB; Reasons for and
Structure of the Merger", "Special Factors--Position of Rawhide
Holdings and DLJMB", "Special Factors--Interests of Certain
Persons in the Merger; Certain IBP Benefit Plans; and Continued
Ownership of IBP After the Merger", "Special
Factors--Transactions Immediately Prior to the Merger", "Special
Factors--Consequences of the Merger" and "Special
Factors--Material Federal Income Tax Consequences" is
incorporated herein by reference.
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(c) The information contained in the sections of the Proxy Statement
entitled "Summary Term Sheet", "Questions and Answers About the
Merger", "Information Concerning the Special Meeting--Voting
Agreement", "Special Factors--Interests of Certain Persons in the
Merger; Certain IBP Benefit Plans; and Continued Ownership of IBP
After the Merger", "Special Factors--Transactions Immediately Prior
to the Merger", "Special Factors--Consequences of the Merger",
"Special Factors--Plans for IBP After the Merger", "Special
Factors--Financing; Source of Funds", "The Merger Agreement", "The
Voting Agreement" and "Management of IBP Following the Merger" is
incorporated herein by reference.
(d) The information contained in the section of the Proxy Statement
entitled "Appraisal or Dissenters' Rights" and in Appendix D to the
Proxy Statement, "Appraisal or Dissenter's Rights Provisions" is
incorporated herein by reference.
(e) The information contained in the section of the Proxy Statement
entitled "Where You Can Find More Information" is incorporated herein
by reference. Except as described in such section of the Proxy
Statement, the Filing Persons have made no provisions in connection
with this transaction to grant unaffiliated security holders access
to the respective corporate files of such Filing Persons or to obtain
counsel or appraisal services at the expense of such Filing Persons.
(f) Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
Item 1005
(a)(1)-(2) The information contained in the section of the Proxy
Statement entitled "Special Factors--Background of the
Merger" is incorporated herein by reference.
(b) The information contained in the sections of the Proxy Statement
entitled "Special Factors--Background of the Merger", "Interests of
Certain Persons in the Mergers" and "The Merger Agreement", "Archer-
Daniels-Midland Company" is incorporated herein by reference.
(c) The information contained in the sections of the Proxy Statement
entitled "Special Factors--Background of the Merger" "Special
Factors--Purpose of Rawhide Holdings and DLJMB; Reasons for and
Structure of the Merger", "Special Factors--Interests of Certain
Persons in the Merger; Certain IBP Benefit Plans; and Continued
Ownership of IBP After the Merger", "Special Factors--Plans for IBP
After the Merger", "Rawhide Entities and DLJMB-Past Contacts,
Transactions or Negotiations; Common Stock Ownership" and
"Archer-Daniels-Midland Company" is incorporated herein by reference.
(e) The information contained in the sections of the Proxy Statement
entitled "Summary Term Sheet", "Questions and Answers About the
Merger", "Information Concerning the Special Meeting--Voting
Agreement", "Special Factors--Interests of Certain Persons in the
Merger; Certain IBP Benefit Plans; and Continued Ownership of IBP
After the Merger", "Special Factors--Transactions Immediately Prior
to the Merger", "Special Factors--Consequences of the Merger",
"Special Factors--Plans for IBP After the Merger", "Special
Factors--Financing; Source of Funds", "The Merger Agreement", "The
Voting Agreement", "Rawhide Entities and DLJMB-Past Contacts,
Transactions or Negotiations; Common Stock Ownership" and
"Archer-Daniels-Midland Company" is incorporated herein by reference.
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Item 6. Purposes of the Transaction and Plans or Proposals.
Item 1006
(b) The information contained in the sections of the Proxy Statement
entitled "Summary Term Sheet", "Special Factors--Consequences of the
Mergers", "Special Factors--Plans for IBP After the Merger" and "The
Merger Agreement" is incorporated herein by reference.
(c)(1)-(8) The information contained in the sections of the Proxy
Statement entitled "Special Factors--Background of the
Merger", "Special Factors--Plans for IBP after the Merger",
"Special Factors--Consequences of the Merger", "The Merger
Agreement", "Common Stock Market Price and Dividend
Information" and "Management of IBP following the Merger" is
incorporated herein by reference.
Item 7. Purposes, Alternatives, Reasons and Effects.
Item 1013
(a)-(c) The information contained in the sections of the Proxy Statement
entitled "Special Factors--Background of the Merger", "Special
Factors--Recommendation of the Special Committee and Board of
Directors; Purpose and Reasons for the Merger", "Special
Factors--Benefits and Detriments of the Merger to IBP and IBP's
Shareholders", "Special Factors--Purpose of Rawhide Holdings and
DLJMB; Reasons for and Structure of the Merger" and "Special
Factors--Position of Rawhide Holdings and DLJMB" is incorporated
herein by reference.
(d) The information contained in the sections of the Proxy Statement
entitled "Summary Term Sheet", "Questions and Answers About the
Merger", "Special Factors--Recommendation of the Special Committee
and Board of Directors; Purpose and Reasons for the Merger", "Special
Factors--Benefits and Detriments of the Merger to IBP and IBP's
Shareholders", "Special Factors--Purpose of Rawhide Holdings and
DLJMB; Reasons for and Structure of the Merger" and "Special
Factors--Position of Rawhide Holdings and DLJMB", "Special
Factors--Interests of Certain Persons in the Merger; Certain IBP
Benefit Plans; and Continued Ownership of IBP After the Merger,
"Special Factors--Consequences of the Merger", "Special
Factors--Plans for IBP After the Merger" and "Special
Factors--Material Federal Income Tax Consequences" is incorporated
herein by reference.
Item 8. Fairness of the Transaction.
Item 1014
(a), (b) The information contained in the sections of the Proxy
Statement entitled "Summary Term Sheet--Voting Agreement",
"Special Factors--Background of the Merger", "Special
Factors--Recommendation of the Special Committee and Board of
Directors; Purpose and Reasons for the Merger", "Special
Factors--Benefits and Detriments of the Merger to IBP and IBP's
Shareholders", "Special Factors--Opinion of the Financial Advisor
for the Special Committee", "Special Factors--Purpose of Rawhide
Holdings and DLJMB; Reasons for and Structure of the Merger" and
"Special Factors--Position of Rawhide Holdings and DLJMB" is
incorporated herein by reference.
(c) The information contained in the section of the Proxy Statement
entitled "Information Concerning the Special Meeting--Vote Required"
is incorporated herein by reference.
(d) The information contained in the sections of the Proxy Statement
entitled "Questions and Answers About the Merger--Why Was the Special
Committee Formed?", "Special Factors--Background of the Merger"
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"Special Factors--Recommendation of the Special Committee and Board
of Directors; Purpose and Reasons for the Merger," and "Special
Factors--Opinion of Financial Advisor for the Special Committee" is
incorporated herein by reference.
(e) The information contained in the sections of the Proxy Statement
entitled "Summary Term Sheet--Recommendations of IBP's Board of
Directors and the Special Committee" and "Special
Factors--Recommendation of the Special Committee and Board of
Directors; Purpose and Reasons for the Merger" is incorporated herein
by reference.
(f) The information contained in the section of the Proxy Statement
entitled "Special Factors--Background of the Merger" is incorporated
herein by reference.
Item 9. Reports, Opinions, Appraisals and Negotiations.
Item 1015
(a)-(c) The information contained in the sections of the Proxy Statement
entitled "Special Factors--Background of the Merger" and "Special
Factors--Opinion of Financial Advisor for the Special Committee"
and in Appendix C to the Proxy Statement is incorporated herein
by reference.
Item 10. Source and Amounts of Funds or Other Considerations.
Item 1007
(a), (b) The information contained in the section of the Proxy
Statement entitled "Summary Term Sheet--Financing; Source of
Funds" and "Special Factors--Financing; Source of Funds" and in
Exhibits (b)(1) and (b)(2) of this Schedule 13E-3 is incorporated
herein by reference.
(c) The information contained in the section of the Proxy Statement
entitled "Special Factors--Fees and Expenses" is incorporated herein
by reference.
(d)(1)-(2) The information contained in the section of the Proxy
Statement entitled "Summary Term Sheet--Financing; Source of
Funds" and "Special Factors--Financing; Source of Funds" and
in Exhibits (b)(1) and (b)(2) of this Schedule 13E-3 is
incorporated herein by reference.
Item 11. Interest in Securities of the Subject Company.
Item 1008
(a) The information contained in the section of the Proxy Statement
entitled "Common Stock Purchase Information", "Security Ownership of
Certain Beneficial Owners and Management", "Rawhide Entities and
DLJMB" and "Archer-Daniels-Midland Company" is incorporated herein by
reference.
(b) The information contained in the sections of the Proxy Statement
entitled "Common Stock Purchase Information--Recent Transactions",
"Rawhide Entities and DLJMB--Past Contacts, Transactions or
Negotiations; Common Stock Ownership" and "Archer-Daniels-Midland
Company" is incorporated herein by reference.
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Item 12. The Solicitation or Recommendation.
Item 1012
(d) The information contained in the sections of the Proxy Statement
entitled "Summary Term Sheet-Transactions Immediately Prior to the
Merger", "Summary Term Sheet--Voting Agreement", "Questions and
Answers About the Merger", "Information Concerning the Special
Meeting--Vote Required", "Information Concerning the Special
Meeting--Voting Agreement", "Special Factors--Background of the
Merger", "Special Factors--Recommendation of the Special Committee
and Board of Directors; Purpose and Reasons for the Merger", "Special
Factors-Transactions Immediately Prior to the Merger" and "Voting
Agreement" is incorporated herein by reference.
(e) The information contained in the section of the Proxy Statement
entitled "Special Factors--Recommendation of the Special Committee
and Board of Directors; Purpose and Reasons for the Merger" is
incorporated herein by reference.
Item 13. Financial Statements.
Item 1010
(a) The information contained in the section of the Proxy Statement
entitled "Selected Historical Consolidated Financial Data" is
incorporated herein by reference. In addition, the financial
information referenced therein is incorporated herein by reference.
(b) Not applicable.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
Item 1009
(a), (b) The information contained in the section of the Proxy
Statement entitled "Information Concerning the Special
Meeting--Proxy Solicitation" is incorporated herein by reference.
Item 15. Additional Information.
Item 1011
(b) The information contained in the Proxy Statement, including all
appendices thereto, is incorporated herein by reference.
Item 16. Exhibits.
Item 1016
(a)(1) Form of Proxy Card, filed with the Securities and Exchange
Commission along with the Proxy Statement filed with the
Securities and Exchange Commission on November 28, 2000.1
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1 Incorporated by reference to the Proxy Statement filed by IBP, Inc. on
November 28, 2000.
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(a)(2) Press Release of IBP, inc. dated October 2, 2000.2
(b)(1) Commitment Letter dated October 1, 2000, between DLJ Capital
Funding, Inc. and DLJ Merchant Banking III, Inc. (including term
sheet).
(b)(2) Commitment Letter dated October 1, 2000, between DLJ Bridge
Finance, Inc. and DLJ Merchant Banking III, Inc. (including term
sheet).
(c)(1) Fairness Opinion of J.P. Morgan Securities Inc. dated
October 1, 2000 attached as Appendix C to the Proxy Statement.1
(c)(2) Presentation of J.P. Morgan Securities Inc. to the Special
Committee of Board of Directors dated October 1, 2000.
(d)(1) Agreement and Plan of Merger, dated as of October 1, 2000, among
Rawhide Holdings, Rawhide Acquisition and IBP, attached as
Appendix A to the Proxy Statement.1
(d)(2) Voting Agreement, dated as of October 1, 2000, among Rawhide
Holdings, Rawhide Acquisition, Booth Creek Partners, Jeffrey J.
Joyce and Archer-Daniels-Midland Company, attached as Appendix B
to the Proxy Statement.1
(d)(3) Letter Agreement dated as of October 1, 2000 among DLJ Merchant
Banking III, Inc., Archer-Daniels-Midland Company, Booth Creek
Partners Limited III, LLLP and Jeffrey J. Joyce.3
(f) Section 262 of the Delaware General Corporation Law, attached
as Appendix D to the Proxy Statement.1
(g) Not applicable.
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2 Incorporated by reference to the Current Report on Form 8-K filed by
IBP, inc. on October 2, 2000.
3 Incorporated by reference to the Schedule 13D filed on October 11, 2000
by Rawhide Holdings Corporation, Rawhide Acquisition Corporation and the DLJ
Entities named therein, in relation to IBP, inc.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: November 28, 2000 IBP, INC.
By: /s/ Richard L. Bond
----------------------------------
Name: Richard L. Bond
Title: President & COO
RAWHIDE HOLDINGS CORPORATION
By: /s/ Ari Benacerraf
----------------------------------
Name: Ari Benacerraf
Title: President
RAWHIDE ACQUISITION CORPORATION
By: /s/ Ari Benacerraf
----------------------------------
Name: Ari Benacerraf
Title: President
DLJ MERCHANT BANKING PARTNERS III, L.P.
By DLJ Merchant Banking III, Inc., as managing
general partner
By: /s/ Ivy Dodes
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Name: Ivy Dodes
Title: General Counsel
DLJ OFFSHORE PARTNERS III, C.V., a Netherlands
Antilles Limited Partnership
By DLJ Merchant Banking III, Inc., as general partner
By: /s/ Ivy Dodes
----------------------------------
Name: Ivy Dodes
Title: General Counsel
DLJMB FUNDING III, INC.
By: /s/ Ivy Dodes
----------------------------------
Name: Ivy Dodes
Title: General Counsel
DLJ ESC II L.P.
By DLJ LBO Plans Management Corporation,
as general partner
By: /s/ Ivy Dodes
----------------------------------
Name: Ivy Dodes
Title: General Counsel
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ARCHER-DANIELS-MIDLAND COMPANY
By: /s/ D.J. Smith
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Name: D.J. Smith
Title: Vice President and Secretary
ROBERT L. PETERSON
/s/ Robert L. Peterson
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RICHARD L. BOND
/s/ Richard L. Bond
-------------------------------------
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