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Filed by Tyson Foods, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12(b) and
Rule 14d-2(b) under the Securities Exchange Act of 1934
Subject Company: IBP, inc.
Commission File No. 1-6085
December 5, 2000
TYSON FOODS
December 4, 2000
9:00 a.m. CST
(Conference in progress)
M ..Detailed information pertaining to Tyson's proposal will
be set forth in appropriate filings to be made with the SEC,
if and when made. Shareholders are urged to read any
relevant documents that may be filed with the SEC because
they will contain important information. Shareholders will
be able to obtain a free copy of any filings containing
information about Tyson and IBP without charge at the SEC's
Internet site, www.sec.gov. Copies of any filings
containing information about Tyson can also be obtained
without charge by directing a request to Tyson Foods, Inc.,
2210 West Oak Lawn Drive, Springdale, AR, 72762-6999,
attention Office of the Corporate Secretary, (501) 290-4000.
Tyson and certain other persons named below may be deemed to
be participants in the solicitation of proxies. The
participants in the solicitation may include the directors
and executive officers of Tyson. A detailed list of the
names of Tyson's directors and officers is contained in
Tyson's Proxy Statement for its 2000 Annual Meeting, which
may be obtained without charge at the SEC's Internet site,
www.sec.gov, or by directing a request to Tyson at the
address provided above.
As of the date of this communication none of the foregoing
participants individually beneficially owns in excess of 5%
of IBP's common stock. Except as disclosed above and in
Tyson's Proxy Statement for its 2000 Annual Meeting and
other documents filed with the SEC, to the knowledge of
Tyson none of the directors or executive officers of Tyson
has any material interest, direct or indirect by security
holdings or otherwise, in Tyson or IBP.
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This communication is not an offer to purchase shares of
IBP, nor is it an offer to sell shares of Tyson Class A
common stock, which may be issued in any proposed merger
with IBP. Any issuance of Tyson Class A common stock in any
proposed merger with IBP would have to be registered under
the Securities Act of 1933 as amended, and such Tyson stock
would be offered only by means of a prospectus complying
with the Act.
Moderator Ladies and Gentlemen, thank you for standing by. Welcome to
the Tyson Foods conference call. At this time all
participants are in a listen-only mode; later we'll conduct
a question and answer session. Instructions will be given
at that time. If you should require assistance during the
call please depress 0 then *. As a reminder, this
conference is being recorded.
I would now like to turn the conference over to our Host,
Director of Investor Relations, Mr. Louis Gottsponer.
Please go ahead, sir.
L. Gottsponer Thank you. Good morning, and thank you for joining us here
this morning to talk about the Tyson offer to buy IBP. With
me this morning are John Tyson, our Chairman, President and
CEO and Steve Hankins, who is of course our CFO.
In just a few minutes we're going to hear some prepared
remarks from both John and Steve, and then we'll take some
questions. However, since we are all here to talk about the
IBP offer, we won't be taking questions on our existing
chicken business, as we just reviewed that with you guys a
couple of weeks ago in our regular conference call.
Also, I do want to remind you that some of the things we're
going to talk about today are going to be forward-looking
statements. That means those statements are subject to
risks and uncertainties which could cause actual results to
vary. So I want to encourage you to review the list of
those risks and uncertainties in today's Press Release.
With that, I'll turn it over to John Tyson.
J. Tyson Good morning, everybody. We thank you for taking time to
listen about our thoughts and our ideas. This is a unique
point in time opportunity, and occasionally those come along
in your business life. Tyson Foods is the number one
protein in the chicken category, and the folks at IBP are
the number one leaders in the beef and the pork industry.
Seldom in industry do you get a chance to put the leaders
together in an industry to then take your business and move
forward.
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When we started our discussions with IBP in the last two
weeks those discussions were ones of interest, ones that led
us to understand better what the opportunities were, and in
reviewing the opportunity with our financial people we
guided ourselves into a position of saying, "This is unique.
This is a once in a lifetime opportunity for us as a
Company, as individuals around here. " And we came to the
conclusion that we wanted to match up with the great folks
at IBP and put two great companies together.
I'm going to let Steve review some of the financial
questions and some of the financial points of views. Then
from there we'll move into Q&A.
S. Hankins Good morning. I have a few comments to make, basically
about the offer and our financial view upon the offer.
First of all, the offer price is $26 per share of IBP stock.
Our offer is a 50% cash, 50% stock offer. This would be a
total transaction value of $4.2 billion, which would include
the assumption of $1.4 billion in IBP debt. Our offer's
based upon the Friday, December 1st closing price of Tyson
stock, which was $14 per share. The offer includes a collar
provision, and the collar is set at between $12.60 and
$15.40 per share of Tyson stock.
Our offer represents a premium of 42% over the closing price
of IBP on September 29, 2000, which was the last trading day
prior to the announcement of the management buyout proposal.
Our offer represents a premium of 16.9% over that management
buyout proposal.
Our $26 offer is clearly better than the November offer by
Smithfield Foods, which was $25 a share; as well as superior
to the management buyout offer of $22.25 per share. Our
offer also has the added advantage against the Smithfield
offer in that it contains a 50% cash component. Our offer
is not subject to any financing conditions. We are prepared
to move very quickly and enter into a confidentiality
agreement and we have our work teams prepared to begin due
diligence as early as tomorrow. We feel our proposal avoids
significant regulatory risk as it has a negligible impact on
the relative market share in either chicken, beef or pork.
As to timing, following the completion of a definitive
agreement, we would expect to complete the cash portion of
the transaction in between 30 to 60 days. We would expect
to complete the stock portion of the transaction within
three to four months following the completion of the cash
tender.
This transaction is significantly accretive to both GAAP EPS
and cash EPS on an annualized basis going forward, as well
as on a pro forma FY 2000 basis. It's important to note
that our analysis of accretion does not include any benefits
from potential synergies, and takes into account the
ultimate balance sheet and income statement of the combined
companies.
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Following completion of the transaction, we expect our debt
to capitalization ratio to be in the neighborhood of 56%,
and the combined company is expected to generate strong cash
flows and our priority will be on paying down debt.
As to other financial information, we will not be publishing
any information or taking questions in the near-term related
to the financial model of the combined companies. We feel
there is ample information available today in the public
arena, and for purposes of analysts doing modeling of the
combined companies we call your attention to the fact that
IBP management has provided financial projections within the
proxy statement related to their management buyout.
Now Tyson has not publicly commented related to future
earnings except for the outlook that we gave in our fourth
quarter conference call of November 13th. That outlook
stands today as given then. Various analysts have provided
projections for Tyson that are beyond the time period that
Tyson commented on in the November 13th call. These
analysts' projections are certainly available for use in
combined modeling of the combined companies; however, Tyson
has no comment on those projections and no comment beyond
the outlook that we gave on November 13th as it relates to
Tyson business. Historical financial statements of both
companies are a matter of public record and could also be
useful in the modeling of the combined companies.
As John said, this is a unique point in time opportunity to
be number one in the major proteins. Of course the major
attribute of our offer and the combined companies going
forward is the cash component of the offer and the fact that
this is instantly accretive to earnings with even stronger
cash flow characteristics associated with the offer.
This transaction creates a company that really will be
difficult to duplicate in the foreseeable future by anyone
else. The scale of protein that we will have together is
just simply outstanding.
With that being said, we will open the call up to questions.
Moderator Our first question comes from the line of David Nelson.
Please go ahead, sir.
D. Nelson Good morning. I don't know if this falls in with what you
can't talk about, but is there a presumed interest rate on
the debt you'd have to take on? Do you have any estimate of
what that might be?
S. Hankins Dave, looking at the environment today certainly I think you
would be looking in the neighborhood of 8%.
D. Nelson Eight percent for the additional $1.4 that would be non-
stock?
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S. Hankins Correct.
D. Nelson What would be the presumed or proposed management structure?
J. Tyson I think that what we learned when we were in the beef and
pork industry before was two things. One, you had to have a
certain size to be able to effectively service your
customers; but secondly, we also learned that you need to
find folks who really understand the beef and pork industry.
In the folks at IBP, in Bob Peterson, Dick Bond and their
management team, we have found those individuals that
understand that industry. So as we go forward, Dick and Bob
and I and a few others will talk about how we take the
synergies that we see and put them together without
disrupting businesses that are running very, very well.
We at Tyson Foods six months or a year ago probably could
not have looked at this opportunity, because we were working
through our changes in our Company. We have made those
changes and our business is running well. Our folks are
working hard and that gives us the opportunity to talk about
what we can do on a go forward basis.
So with Dick and Bob and the guys at IBP, they're running a
great business. We will then find the easy synergies and
the easy opportunities to come together and not get in each
other's way and go out there and service our customers.
D. Nelson You would envision Bob staying on?
J. Tyson Oh, yes. Bob's a wonderful guy.
D. Nelson You said significantly accretive without synergies. What
synergies, perhaps just qualitatively, quantitatively if you
can, would you envision?
J. Tyson I think you have to go to the back of the house operations,
purchasing opportunities, customer service opportunities,
logistic synergies, those types of things. I think there's
a tendency in deals that you have a tendency to talk about
the synergies and what they may help you do to buy a
company.
Our offer and our thoughts on this have no synergies in any
of our models, unlike a competing model that is counting on
$200 million worth of synergies to make their deal work. I
think that is a significant difference. All of the
synergies we find will just help our deal get better.
D. Nelson Okay. Just one last question. Looking back historically a
long time ago, about nine years ago, IBP was clearly for
sale. Maybe Tyson was busy with Holly Farms at that time.
Would you compare why IBP is interesting to Tyson now and
perhaps wouldn't have been then?
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J. Tyson I think the difference today is, and in my conversations
with the management team that was around at that time, they
kind of scratched themselves on the shoulder and said,
"Maybe we should have done it." But we really hadn't built
our poultry industry. So in those ten years since then we
have built our poultry industry and put it in a position
where it is today.
During that same ten years, Bob Peterson, Dick Bond and that
management team have been doing the same thing at IBP. They
have been doing the things to make their business
significantly different than what it was in 1989, 1990, and
that is reflected in their gross margin changes, the gross
margin improvements and the product mix that they have where
they're moving into value added products, their case ready
products that they have with major customers out there. I
think when you look at the opportunities between Tyson and
IBP, we can help each other pull ourselves through the eye
of the needle to accelerate what we're doing and bring in
those value added margins quicker to the bottom line.
D. Nelson Great. Thank you.
Moderator The next question comes from the line of Jeff Kanter with
Prudential Securities.
J. Kanter John, all last year we heard much about a focus on feathers.
This obviously takes you far away from that. You obviously
said that this is a once in a lifetime type of opportunity.
We got the sense that you wanted to get bigger in poultry,
geographic reach, etc. Was it just that the opportunities
in poultry weren't there? Can you discuss that a little
bit?
J. Tyson I think I will separate the two opportunities. We're still
going to find the opportunities within the poultry industry.
The uniqueness of having the opportunity to be a broad
player in the protein category with beef, pork and chicken
is unique in a standalone, one-time opportunity. We still
have our eye on the opportunities in poultry. We're still
methodically looking around. We still have the ideal about
what we're going to do on the West Coast. We're making some
progress without the acquisition of one of the two players
out there. So we detached the thought process. We
separated them and said that this is unique outside of what
we can do in poultry.
I think you all recognize that we've got tremendous cash
flows coming on line here. Our debt's down to 41%. The
chicken industry will have plenty of money to fund its own
acquisitions for what it wants to do on a go forward basis,
but the opportunity of putting these two fine companies
together was the uniqueness of the deal. With that
uniqueness then we can do some things to help our customers
grow their business, grow their pounds and help the consumer
out there get the great value added products that Dick and
Bob are developing at IBP.
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J. Kanter You said that this offer at $26 a share is clearly better
than what else is out there. Smithfield Foods, $25 a share,
$26 isn't that much better than $25. You're suggesting that
you have a lot of synergies coming. Would you be willing to
take that higher if need be, because I'm not so sure what
makes $26 clearly better than $25?
S. Hankins Jeff, as you look at our offer clearly $26 is a higher
number than $25 in very simple terms, but also our offer is
50% cash, 50% stock, which is different from a 100% stock.
I think our offer offers the benefit of time in that we can
get the cash into the stockholders hands very, very quickly.
I think our offer also should be recognized for the fact
that the combination of Tyson and IBP does not significantly
change the protein landscape in terms of market share of
beef or pork or of chicken. So the amount of regulatory
scrutiny and other conversations that might be introduced
into the process related to Tyson and IBP, we would seem to
have an advantage there related to the other offers in the
marketplace.
J. Kanter As we go forward here, and you're talking about these
numbers being significantly accretive even before synergies,
does that take into consideration some of the negative
numbers that were thrown out there in IBP's proxy statements
suggesting that their earnings could be as poor as $1.94 a
share in 2001? Does this significantly accretive projection
take into consideration that type of negative earnings
revision on IBP's part?
S. Hankins Certainly, Jeff, as I discussed in my prepared statements,
we've taken advantage of all the numbers that are available
in the public arena to look at this deal. So those numbers
in the management proxy certainly had our attention, and in
making our statements we have factored in everything we know
in the public arena.
J. Kanter Okay, thank you.
Moderator Our next question comes from the line of Christine McCracken
with Midwest Research. Please go ahead, ma'am.
C. McCracken Good morning. You had mentioned that anti-trust wouldn't be
an issue. I was wondering if you could comment on the total
market share in meat processing possibly being an issue. If
you considered that at all, if you think that's a
likelihood?
J. Tyson Based on our understanding from our knowledge of the
marketplace, and then based on first cut guidance from folks
in Washington and New York, we don't see it as an issue.
There are a lot of other competitors out there in the
chicken business, the beef business, the pork business, the
turkey business, the seafood business, and the ostrich
business. So there are a lot of folks out there servicing
the great American consumer out there. It just takes the
leaders in beef, pork and chicken and puts them in a
position to enhance their ability to service their customers
and the consumer on a go forward basis.
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C. McCracken So at this point you're really not anticipating any
challenge to this?
J. Tyson I don't anticipate any challenge, but that's to be seen.
C. McCracken Okay. I guess in the past you've given guidance as to what
your tolerance for debt was and leverage. Obviously here at
56% on a combined basis, at this offer price you're
stretching that a bit. How long would you expect to be at
this level? You've obviously made it a priority to pay down
that debt. Are you comfortable at this level and what
timeframe are you talking about bringing that debt down?
S. Hankins We're certainly comfortable at this level as it stands right
now. As far as timeframe of bringing that down, I'll just
say this has a strong cash flow component to it and we
expect the next three to four years to show very positive
results in bringing that debt down.
J. Tyson I think you'll see the same style of cash management that
you saw us here on the poultry side is pay down debt, take
care of our business and look for opportunities as they come
along. That same discipline will exist that you saw us
getting our balance sheet in shape for a potential
opportunity. We will demonstrate the same discipline and
stuff like that.
I think when you run your models and stuff on that on a go
forward basis, the cap ex component is significant between
both companies and that's an opportunity to manage that
either side. Either spend it for growth to match up or
should it get a little bumpy we reach in there and not spend
as much money on cap ex and really accelerate the
responsibility to pay down debt. But we will be that
conservative.
C. McCracken Okay. One final question, have you spoken to management at
IBP? Have you made your intentions to extend an offer or
keep management in place aside from the letter that you
sent?
J. Tyson The answer is I've had very nice conversations with Mr.
Peterson and Dick Bond there at IBP. I recognize, and I
think you all out there recognize, the great job that those
two gentlemen have done in building the great company that
they have. I actually look forward to their council, to
their advice and their wisdom on how we both work together
to grow our customer base and grow our business.
C. McCracken Excellent. Thank you.
Moderator We have a question from the line of George Dahlman with U.S.
Bank Corp., Piper Jaffray. Please go ahead, sir.
G. Dahlman Yes, I have two questions. The first one is your record in
the past in being in the beef and pork sector have not been
particularly great. I was wondering if you could go into a
little more details of what you see different this time that
really can push this into a growth company?
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The second question is, have you had any conversations with
two of IBP's major shareholders, Smithfield and ADM?
J. Tyson I'll answer the last question. We have not talked to
Smithfield, ADM or any of the other significant
shareholders. And the difference between last time and now
are two individuals, Bob Peterson and Dick Bond, who
understand the beef and pork industry.
The scale of the situation I think comes into play. The
scale of going to customers, because eight or nine years ago
the landscape of customers was a little different. As we
see our customers consolidating, as we see the retailers
consolidate, as we see the food service industry
consolidate, how you manage those relationships has changed.
They've moved more from a geographical management into a
customer-focused management. That will allow us, together
with the IBP folks, to go in and manage those opportunities
with customers so we can work efficiently together to take
cost out of the system, to service the customers and to
create great value for the American consumer.
G. Dahlman Thank you.
Moderator The next question comes from the line of Nick Kiano with
Bear Stearns. Please go ahead, sir.
N. Kiano I just wanted to know, is this price subject to any
adjustment of any due diligence and such? Is that something
you have started doing?
J. Tyson No, we have not started due diligence, and that's a function
of how the process is being run. The process required that
we extend a letter to the special committee first. The next
step is for the special committee to accept that and then
sign a confidentiality agreement. I would believe that the
special committee would act on that in the next 24 to 48
hours and then from there we'll start our due diligence
process.
I would think, like any good folks working and looking, that
the due diligence process may or may not discover things.
But I tell you, based on what I know about Bob and Dick, I
think we're only going to find good surprises in this
situation, unlike some other deals we've gotten into where
we found some surprises we didn't like.
N. Kiano Is that to say if you find good surprises there's a
potential for a price increase versus finding bad surprises
and there being the potential for a price decrease?
J. Tyson We will pay a fair value for what the market recognizes, and
I would hope if we find good surprises we can use that money
to pay down debt.
N. Kiano Okay. Thank you.
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Moderator We have a question from the line of Michael Liss with
American Century Investment. Please go ahead.
M. Liss Good morning, gentlemen. I think something that would
really help us to understand exactly why you're making this
move at this point is if you could explain in a little bit
more detail some of the synergies that you're going to get
out of this deal. The question was asked and you just gave
us a real quick answer. We could really use some
explanation as to why chicken and pork and beef work
together.
S. Hankins Well, I would answer that first. We're making our offer
without any synergies into the price of the situation, so
we're buying it in a pure sense. We don't have to have a
funny number in there to justify our purchase price. I
think it's a conservative approach and it's a fair
businessman's approach.
I do believe that as we get into understanding the depth of
their business, we will see synergies in customer support,
purchasing synergies, logistics, sales and G&A dollars on a
go forward basis. They have some processing plants that
we'll be able to take and put some products into today that
we can't do today. We'll be able to use some of their
facilities and get some new products into our product line.
They have some products that they can use some of our
plants.
Those are some of the synergies that I would see that would
reduce the need for cap ex on either side of the fence.
Then as we approach the customer, the efficiency of managing
the customer opportunity will help us manage our marketing
dollars, our sales dollars and our administrative dollars.
But I'll come back to the first position that we approached
the deal from was how can this thing work without having the
synergies to pay for it? And we're not counting on
synergies to pay for it. We're counting on the business
proposition of Tyson Foods and the business proposition of
IBP in their combinations to make the deal work. Any and
all synergies we find will just help accelerate our debt
reduction.
M. Liss Okay, so let me ask a follow up. If you're not doing this
based on synergistic motives, then explain why you are doing
it.
S. Hankins Well, I don't think that was the answer to the question,
that we're not doing it because of synergistic motives,
because there will be obvious synergies within the deal.
Certainly we are not into due diligence and not at all in
the type of position to talk about those quantitatively, but
also IBP is a very good company, a very strong management
team. We look at them very, very highly and don't expect to
go in and find terribly remarkable opportunities within
their business for those types of synergies.
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We've looked on this deal without synergies, and we've done
our analysis without synergies and it is a very, very good
deal without synergies. And as to ultimate reason why we're
doing this, this is an opportunity for growth and for us to
be a very large player in the overall protein market. As
we've said, a point in time opportunity for us to make a
significant move with our business.
J. Tyson I think one of the reasons that you'll see is where the
gross margin improvements are coming from IBP, and our
belief is that those gross margins are only going to
accelerate because they have positioned themselves with
downstream value added products. I would say that IBP is
probably five to ten years behind where the poultry industry
was, but they're the first one there ready to go. They're
organized and ready to go. They have their team in place,
they have the management in place and they're ready to go.
It's just a unique opportunity for us to combine that
acceleration of gross margins from their product mix change.
They're on a very good path, and when you think of Tyson and
what it brings to the party, so to speak, you're dealing
with Tyson being the number one provider to the food service
business. When you look at retail, and we talk in terms of
case ready beef or case ready pork, look back to case ready
chicken and we basically invented that category twenty plus
years ago and are the major provider out there of case ready
chicken.
So we understand these marketplaces and we understand these
marketplaces in significant detail, especially the value
added component. They are on that path and we think it's
nothing but good for us to combine what we know with the
path that they're already on.
M. Liss Okay, thank you.
Moderator Our next question comes from the line of John McMillin with
Prudential Securities. Please go ahead, sir.
J. McMillin Good morning, everybody. I'm up here in Boston by myself.
Just to try to understand, there already is an existing
beef, poultry and pork company, and I don't mean to take
shots at ConAgra in this conference call. If anything I'll
take shots at IBP's board for not offering this for sale to
everybody...both Smithfield and Tyson have come in. But
just in terms of why this combined company might do better
than what we have seen out of ConAgra?
J. Tyson Well I believe that if you look at the folks at ConAgra,
they've been working hard to get their beef business cleaned
up; they've been working hard to get their pork industry
cleaned up; and they've been working hard to get their
chicken industry cleaned up. As of now they have not done
either one of those in either one of those categories.
Tyson is there and done. IBP is there and done. So we're
further down the road.
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J. McMillin I'm just talking about the combined synergies between the
businesses from a sales growth standpoint or a serving the
customer standpoint. What benefit you get by having a
company that has all of this together?
J. Tyson I think you might shape it in, if you look at what P&G does
when they go to the marketplace. Proctor and Gamble goes in
with their broad range of products, they go into a customer
and they manage a whole category in a range of products.
You can see some of that type of philosophy maybe being
available to this. You go into a customer and you're able
to help manage a category of protein, not just a subset of
the category on a go forward basis. That's where we see one
of the significant opportunities.
J. McMillin I don't know if you went over this before, if you did I
apologize, but it would seem to me that you should be able
to get this through regulatory hurdles a lot quicker than
Smithfield, which would also be a competitive advantage. I
appreciate your explaining to Jeff that $26 is higher than
$25, but also you'd probably get to $26 earlier than you'd
get to $25, isn't that correct?
S. Hankins John, that's exactly correct. We feel besides having the
initial entry point be better that both the cash component
of the offer versus all stock and also just what you
referenced, the regulatory landscape around this should be
an advantage that we have.
J. Tyson I think it's publicly been said that Smithfield's got a
desire to close in nine to twelve months. I think maybe a
difference between our deal and the Smithfield deal is we
have a price to buy the company and Smithfield has a price
to take an option to buy the company. That's a big
difference.
J. McMillin Thanks a lot.
Moderator We have a follow up question from the line of Jeff Kanter
with Prudential Securities. Please go ahead.
J. Kanter The bulk of my questions have been answered, but is it fair
to say that with IBP going deep into case ready that the
long-term game plan here is to see a Tyson beef and a Tyson
pork. Is that fair?
J. Tyson As to the branding question, that branding question has not
been discussed. I think IBP, with what they're doing with
the Thomas Wilson brand, is taking hold. It's very well
organized. So the question of whether the Tyson name would
be applied to beef and pork is still to be discovered. I
think we'll take small steps in that.
<PAGE>
In maybe some of your downstream products you might be able
to cross the name over. But when you go out there and you
talk around in the food service community and you talk
around in the retail community, the IBP/Thomas Wilson brand
name is very well accepted and it's very well understood out
there. So I think what we learned when we were in the beef
and pork industry is you need to have a certain scale size
and you need to make sure that you've got the right
management team in place to help you run those businesses.
We have discovered that in IBP.
J. Kanter Okay, well thank you.
Moderator The next question comes from the line of Nick Kiano of Bear
Stearns. Please go ahead.
N. Kiano I have a follow up question. You had mentioned that you had
spoke to bodies in Washington, I guess regarding regulatory
aspects or hurdles. It really doesn't seem to me that there
are many. Is there something that I'm missing? Is there
something you are somewhat concerned about?
J. Tyson No, we just touched base with our legal counsel that always
guides us on when you ask a "what if" question. So we have
not talked to any government agencies.
N. Kiano In asking that "what if" question, did any concerns come up?
J. Tyson None.
N. Kiano Okay, thank you.
Moderator Mr. Gottsponer, there are no other questions. Thank you,
please continue.
L. Gottsponer Then I think we will thank you guys for joining us today,
and we'll stop there.
J. Tyson I thank everybody out there and I thank all the great folks
out there at IBP that maybe are listening to the conference
call. I look forward to two great companies working well
together in the marketplace. Everybody have a great day.
Moderator Ladies and gentlemen, this conference will be available for
replay after 12:30 p.m. today until January 4, 2001 at
midnight. You may access the AT&T Executive Playback
Service at any time by dialing 1-800-475-6701 and entering
the access code of 554811. International participants may
dial 320-365-3844.
That does conclude our conference for today. Thank you for
your participation and for using AT&T's Executive
Teleconference Service. You may now disconnect.