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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 26, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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IBP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 42-0838666
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
800 STEVENS PORT DRIVE
DAKOTA DUNES, SOUTH DAKOTA 57049
(605) 235 -2061
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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SHEILA HAGEN, ESQ.
VICE PRESIDENT-GENERAL COUNSEL
IBP, INC.
800 STEVENS PORT DRIVE
DAKOTA DUNES, SOUTH DAKOTA 57049
(605) 235 -2061
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
JAMES J. JUNEWICZ
MAYER, BROWN & PLATT
190 SOUTH LASALLE STREET
CHICAGO, ILLINOIS 60603
(312) 782-0600
Approximate date of commencement of proposed sale of the securities to the
public: From time to time after the effective date of this Registration
Statement as determined by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] File No. 33-64459
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) SECURITY(2)(3)(4) PRICE(2)(3) FEE
</TABLE>
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<S> <C> <C> <C> <C>
Debt Securities........................... $50,000,000 100% $50,000,000 $13,200
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(1) In United States dollars or the equivalent thereof in a foreign or composite
currency.
(2) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee.
(3) Or, if any Debt Securities are issued (i) at an original issue discount,
such greater principal amount as shall result in an aggregate offering price
equal to $50,000,000 or (ii) with a principal amount denominated in a
foreign or composite currency, such principal amount as shall result in the
aggregate offering price equivalent to $50,000,000 at the time of the
offering.
(4) Plus accrued interest, if any.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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This registration statement on Form S-3 is being filed by IBP, inc.
pursuant to Rule 462(b) under the Securities Act of 1933. The contents of
Registration Statement No. 33-64459, including amendment number one thereto, are
hereby incorporated herein by reference.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT TO
THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN DAKOTA DUNES, STATE OF SOUTH DAKOTA, ON JANUARY
26, 2000.
IBP, inc.
By: /s/ ROBERT L. PETERSON
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Robert L. Peterson
Chairman of the Board, President and
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS AMENDMENT TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED ON DECEMBER 14, 1995.
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<CAPTION>
SIGNATURE TITLE
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<C> <S>
/s/ ROBERT L. PETERSON Chairman of the Board, President and Chief
- -------------------------------------------------------- Executive Officer (principal executive
Robert L. Peterson officer)
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<TABLE>
<S> <C>
* Executive Vice President -- Corporate Development
- --------------------------------------------------------- (principal financial officer)
Larry Shipley
* Vice President and Controller (principal accounting
- --------------------------------------------------------- officer)
Craig J. Hart
* Director
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Richard L. Bond
* Director
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John S. Chalsty
* Director
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Alec P. Courtelis
* Director
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Wendy L. Gramm
* Director
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David C. Layhee
* Director
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Eugene D. Leman
* Director
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JoAnn R. Smith
* Director
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Dale C. Tinstman
*By: /s/ ROBERT L. PETERSEN
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Robert L. Petersen
Attorney-in-fact
</TABLE>
**by power of attorney filed with Registration Statement No. 33-64459
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INDEX TO EXHIBITS
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SEQUENTIAL PAGE
EXHIBITS NUMBERS
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Exhibit 5.1 Opinion of Sheila Hagen as to the legality of the Debt
Securities*.................................................
Exhibit 23.1 Consent of PriceWaterhouseCoopers LLP*......................
Exhibit 23.2 Consent of Sheila Hagen (included in her opinion filed as
Exhibit 5.1)*...............................................
Exhibit 24.1 Power of Attorney (Filed with Registration Statement No.
33-64459)...................................................
</TABLE>
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* Filed herewith.
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EXHIBIT 5.1
[IBP, INC. WORLD HEADQUARTERS LETTERHEAD]
January 26, 2000
IBP, inc. World Headquarters
800 Stevens Port Drive
Dakota Dunes, SD 57049
Registration Statement on Form S-3
Registration No. 333-___________
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement on Form
S-3 (the "Registration Statement") filed by IBP, inc. (the "Company") with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Act"), and the rules and regulations promulgated thereunder, I
have been requested to render my opinion as to the legality of the securities
being registered thereunder.
The Registration Statement relates to the offering of the Company's
Debt Securities (the "Debt Securities") to be issued under the indenture (the
"Indenture") entered into by the Company and The Bank of New York, as Trustee
(the "Trustee"), having an aggregate initial public offering price not to exceed
$300,000,000 or the equivalent thereof in one or more foreign currencies or
composite currencies.
In the connection I have examined (i) originals, photocopies or
conformed copies of the Registration Statement (including all amendments
thereto), (ii) the Indenture filed as an exhibit to the Registration Statement
(File # 33-64459), (iii) the Company's Restated Certificate of Incorporation and
By-laws, and (iv) records of certain of the Company's corporate proceedings
relating to, among other things, the proposed issuance and sale of the Debt
Securities. In addition, I have made such other examinations of law and fact as
I considered necessary in order to form a basis for the opinion hereinafter
expressed. In connection with such investigation, I have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
photocopies or conformed copies and the legal capacity of natural persons
executing the documents I have examined, none of which facts I have
independently verified.
In rendering the opinion set forth below, I have assumed that (i) the
Indenture was duly
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IBP,inc. World Headquarters
January 26, 2000
Page 2
authorized, executed and delivered by the Trustee,(ii) the Indenture was
executed and delivered in substantially the form filed as an exhibit to the
Registration Statement (File #33-64459), and (iii) the Indenture represents a
valid and binding obligation of the Trustee. I have also assumed, with respect
to the Debt Securities of a particular series offered (the "Offered Debt
Securities"), that (a) the terms of issue and sale of the Offered Debt
Securities shall have been duly established in accordance with the Indenture
and (b) the Offered Debt Securities will be duly authorized, issued and
delivered by the Company and duly authenticated by the Trustee all in accordance
with the terms of the Indenture and against payment by the purchasers thereof at
the agreed consideration therefor.
Based on the foregoing, I am of the opinion that the Offered Debt
Securities, when issued, authenticated and delivered in accordance with the
terms of the Indenture and against payment by the purchasers thereof at the
agreed consideration therefor, will be legal, valid and binding obligations of
the Company enforceable against the Company in accordance with their respective
terms, except as such enforceability may be limited by bankruptcy, insolvency,
fraudulent conveyance or transfer, reorganization, moratorium and other similar
laws affecting creditors' rights generally and subject to general principles of
equity (regardless of whether such enforcement is considered in a proceeding in
equity or at law).
My opinion expressed above is limited to the General Corporate Laws of
the State of Delaware and the federal laws of the United States of America. My
opinion is rendered only with respect to the laws, and the rules, regulations
and orders thereunder, that are currently in effect.
I hereby consent to the use of my name in the Registration Statement
and in the related prospectus as the same appears in the caption "Validity of
the Debt Securities" and to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not thereby admit that I
come within the category of persons whose consent is required by the Act or by
the rules and regulations promulgated thereunder.
Very truly yours,
/s/ SHEILA B. HAGEN
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Shelia B. Hagen
Vice President and General Counsel
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 22, 1999 relating to the
financial statements, which appears in the 1998 Annual Report to Shareholders
of IBP, inc., which is incorporated by reference in IBP, inc.'s Annual Report
on Form 10-K for the year ended December 26, 1998. We also consent to the
incorporation by reference of our report dated January 22, 1999 relating to the
financial statement schedule, which appears in such Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
Omaha, Nebraska
January 26, 2000
