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EXHIBIT (a)(4)
Four World Financial Center
New York, New York 10080
[LOGO OF MERRILL LYNCH] Call Collect: (212) 236-3790
Offer to Purchase for Cash up to
50.1% of the Outstanding Shares of Common Stock
IBP, inc.
at
$26.00 Net Per Share
by
Lasso Acquisition Corporation
a wholly-owned subsidiary of
Tyson Foods, Inc.
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December 12, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Lasso Acquisition Corporation (the "Purchaser"),
a Delaware corporation and a wholly-owned subsidiary of Tyson Foods, Inc.
("Tyson") and Tyson to act as Dealer Manager in connection with its offer to
purchase up to the number of shares of common stock, par value $.05 per share
(the "Shares"), of IBP, inc., a Delaware corporation (the "Company"), that
represent, together with Shares owned by Tyson, 50.1% of the outstanding
Shares, at $26.00 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Purchaser's Offer to Purchase dated
December 12, 2000 and the related Letter of Transmittal (which together
constitute the "Offer").
This offer is conditioned upon, among other things, (1) there being validly
tendered and not withdrawn prior to the expiration of the Offer a number of
Shares representing, together with the Shares owned by Tyson, at least 50.1%
of the total number of outstanding Shares; (2) Tyson being satisfied, in its
sole discretion, that the Agreement and Plan of Merger dated October 1, 2000
among the Company, Rawhide Holdings Corporation and Rawhide Acquisition
Corporation has been terminated in accordance with its terms and the execution
of a definitive merger agreement, in form satisfactory to Tyson in its sole
discretion, among the Company, Tyson and Purchaser; (3) Tyson being satisfied
that the provisions of Section 203 of the Delaware General Corporation Law do
not apply to or otherwise restrict the Offer and the proposed merger with the
Company; and (4) any waiting periods under applicable antitrust laws having
expired or been terminated. The Offer is also subject to other conditions set
forth in the Offer to Purchase.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. Offer to Purchase dated December 12, 2000;
2. Letter of Transmittal for your use and for the information of your
clients, together with Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 providing information relating
to backup federal income tax withholding;
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3. Notice of Guaranteed Delivery to be used to accept the Offer if the
Shares and all other required documents cannot be delivered to the
Depositary by the Expiration Date (as defined in the Offer to Purchase);
4. A form of letter which may be sent to your clients for whose accounts
you hold Shares registered in your name or in the name of your nominee,
with space provided for obtaining such clients' instructions with regard to
the Offer; and
5. Return envelope addressed to Wilmington Trust Company, the
Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON WEDNESDAY, JANUARY 10, 2001, UNLESS THE OFFER IS
EXTENDED.
The Purchaser will not pay any fees or commissions to any broker or dealer
or other person (other than the Dealer Manager, the Information Agent or the
Depositary as described in the Offer to Purchase) for soliciting tenders of
Shares pursuant to the Offer. The Purchaser will, however, upon request,
reimburse brokers, dealers, commercial banks and trust companies for
reasonable and necessary costs and expenses incurred by them in forwarding
materials to their customers. The Purchaser will pay all stock transfer taxes
applicable to its purchase of Shares pursuant to the Offer, subject to
Instruction 6 of the Letter of Transmittal.
In order to accept the Offer, a duly executed and properly completed Letter
of Transmittal and any required signature guarantees, or an Agent's Message
(as defined in the Offer to Purchase) in connection with a book-entry delivery
of Shares, and any other required documents, should be sent to the Depositary
by 12:00 Midnight, New York City time, on Wednesday, January 10, 2001.
Any inquiries you may have with respect to the Offer should be addressed
to, and additional copies of the enclosed materials may be obtained from, the
Information Agent or the undersigned at the addresses and telephone numbers
set forth on the back cover of the Offer to Purchase.
Very truly yours,
Merrill Lynch, Pierce, Fenner &
Smith
Incorporated
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF LASSO ACQUISITION CORPORATION, TYSON FOODS, INC., THE DEALER
MANAGER, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF
THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH
AND THE STATEMENTS CONTAINED THEREIN.
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