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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)
under the Securities Act of 1934
Subject Company: IBP, inc.
Commission File No. 1-6085
January 12, 2001
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Media Contact: Ed Nicholson
(501) 290-4591
Investor Contact: Louis Gottsponer
(501) 290-4826
Tyson Shareholder Meeting Dated January 12,2001
>>>>JOHN TYSON<<<<
BEFORE WE CLOSE THE MEETING TODAY, I WOULD LIKE TO TAKE A FEW MINUTES TO
TALK ABOUT IBP AND THE GREAT, GREAT OPPORTUNITY THAT EXISTS BETWEEN TWO
GREAT COMPANIES. AS I HAVE STATED PUBLICLY SINCE OUR ANNOUNCEMENT, WE
TRULY FEEL THIS IS A UNIQUE "POINT IN TIME" OPPORTUNITY TO COMBINE THE
TALENTS OF TWO GREAT LEADERS WITHIN THE INDUSTRY. IT IS NOT OFTEN IN YOUR
BUSINESS LIFE THAT YOU GET THE OPPORTUNITY TO MAKE AN ACQUISITION THAT
DRAMATICALLY IMPROVES YOUR STRATEGIC MARKETING POSITION, WHILE AT THE SAME
TIME MORE THAN TRIPLES YOUR REVENUE AND, MOST OF ALL, HAS AN IMMEDIATE
POSITIVE IMPACT ON EARNINGS. THE ACQUISITION OF IBP TRANSFORMS TYSON INTO
THE PREMIER PROTEIN PROVIDER AND IMMEDIATELY PROVIDES TYSON AND IBP WITH
THE SCALE AND MANAGEMENT EXPERTISE REQUIRED TO MAINTAIN THE LEADERSHIP
POSITION IN A CONSOLIDATING MARKETPLACE. NO ONE COMPANY WILL BE ABLE TO
MEET THE CUSTOMERS' TOTAL PROTEIN NEEDS THE WAY THE TYSON/IBP COMBINATION
WILL.
IT IS OUR VISION THAT WE CAN TAKE THE EXPERTISE WE HAVE IN CATEGORY
MANAGEMENT AND HELP OUR CUSTOMERS MANAGE THE ENTIRE MEAT CASE -- NOT JUST A
SUB-SET ANYMORE -- AND FOCUS ON COMPLIMENTARY ACTIVITIES THAT GROW
CONSUMPTION RATHER THAN COMPETITIVE ACTIVITIES THAT STIFLE IT. NOW WE
WON'T HAVE TO COMPETE AGAINST THE BEEF AND PORK GUYS ANYMORE. WE CAN SELL
ALL OF IT TOGETHER.
WE ALSO ENVISION USING TYSON'S "BEST OF INDUSTRY" FROZEN DISTRIBUTION
CAPABILITIES AND WE EXPECT TO USE IBP'S NEW REFRIGERATED FORWARD WAREHOUSE
SYSTEM TO FURTHER ASSIST OUR CUSTOMERS WITH SUCH ACTIVITIES AS VENDOR
MANAGED INVENTORY, CONSOLIDATED PROTEIN SHIPMENTS, AND, MOST OF ALL, "JUST
IN TIME" DELIVERY. ALL OF THESE PROGRAMS CREATE VALUE FOR OUR CUSTOMERS
THROUGH INCREASED TURNS, LOWER OVERALL COST WHILE IMPROVING THE FRESHNESS
OF THE PRODUCTS TO THE CONSUMER AND ULTIMATELY, IN THE END, THIS
COMBINATION IS ABOUT GROWING SALES. BUT MOST OF ALL, FOR YOU SHAREHOLDERS,
IT'S ABOUT INCREASING THE VALUE FOR THE SHAREHOLDERS. THIS TRULY IS A WIN-
WIN FORMULA.
IN ADDITION TO THESE WONDERFUL OPPORTUNITIES, WE DO FEEL PERHAPS THE
GREATEST POTENTIAL LIES IN OUR ABILITY TO HELP IBP DEVELOP AND MARKET THE
TYPES OF PRODUCTS THAT FIT TODAY'S BUSY LIFESTYLES, JUST AS WE HAVE DONE IN
THE POULTRY INDUSTRY. WHEN YOU LOOK AT IBP, THEY LOOK LIKE TYSON FOODS
TWENTY YEARS AGO. THEY HAVE PUT IN PLACE THE FOUNDATION, THE ASSETS, BUT
MOST OF ALL, THE PEOPLE TO DO TO THE BEEF AND PORK INDUSTRY WHAT OUR GREAT
COMPANY HAS DONE IN THE LAST FIFTEEN OR TWENTY YEARS TO THE POULTRY
INDUSTRY. WHEN YOU SEE THAT, YOU UNDERSTAND WHY WE GET EXCITED.
IN OUR EXPERIENCES IN BRANDING CASE READY PACKAGING AND FULLY COOKED VALUE-
ADDED PRODUCTS MIRRORS THE PATH THAT THEY HAVE CREATED FOR THEMSELVES. IT
IS OUR BELIEF THAT OUR EXPERIENCE AND MARKET ACCESS IN BOTH FOODSERVICE AND
RETAIL CAN HELP THEM ACHIEVE THEIR GOALS QUICKER AND MORE EFFICIENTLY.
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BUT MOST OF ALL WHAT DOES IT MEAN FOR YOU, OUR SHAREHOLDERS, HERE IN THIS
ROOM. WELL, AS STATED EARLIER, THE TRANSACTION WILL BE IMMEDIATELY
ACCRETIVE TO GAAP EARNINGS BY OVER 15% AND CASH EARNINGS BY WELL OVER 20%
IN THE FIRST FULL YEAR. TYSON IS ACQUIRING A WELL-RUN, PROFITABLE BUSINESS
WHERE WE SEE SIGNIFICANT POTENTIAL TO GROW VOLUMES, SERVICE OUR CUSTOMERS
AND ENHANCE OUR MARGINS FOR THE BENEFIT OF ALL SHAREHOLDERS.
ADDITIONALLY WE EXPECT TO REALIZE ABOUT $100 MILLION IN SYNERGIES, AND MOST
OF THOSE ARE COST SYNERGIES. WE HAVE NOT EVEN VALUED THE REVENUE SYNERGY
AND WHAT WE CAN DO TO INCREASE OUR SALES. WE HAVE BEEN VERY, VERY
CONSERVATIVE. AND WHEN YOU START TO LOOK AT THE REVENUE ENHANCEMENT
OPPORTUNITIES, YOU GET EXCITED ABOUT THAT. BUT, WE DECIDED TO TELL WALL
STREET WE KNOW WHERE WE CAN FIND $100 MILLION IN COST SYNERGIES THE FIRST
FULL YEAR OF COMBINED OPERATIONS.
WE HAVE ALREADY BEGUN THE PROCESS TO COMPLETE THE TRANSACTION. THE CASH
PORTION OF THE TENDER OFFER IS SLATED TO EXPIRE ON THE 16TH OF THIS MONTH
AND THE STOCK PORTION AROUND MID-FEBRUARY. IN DECEMBER, TYSON MADE ITS
HART-SCOTT-RODINO FILING AND WE ARE CURRENTLY PROVIDING THE JUSTICE
DEPARTMENT WITH SOME ADDITIONAL INFORMATION IT REQUESTED ON OUR LIVE HOG
BUSINESS. WE DO NOT, HOWEVER, ANTICIPATE SIGNIFICANT ISSUES SINCE THIS
ACQUISITION DOES NOT MATERIALLY CHANGE THE LANDSCAPE OR CONCENTRATION IN
THE PORK AND CATTLE INDUSTRIES. WE ARE CONFIDENT THAT WE WILL GET THIS
DEAL DONE BY THE MIDDLE TO END OF NEXT MONTH SO WE CAN TAKE THESE TWO GREAT
COMPANIES AND BEGIN WORKING TOGETHER TO SERVICE OUR CUSTOMERS.
I'M PLEASED TO SAY THAT BOB PETERSON AND DICK BOND HAVE AGREED TO STAY WITH
US AND THEY WILL JOIN OUR BOARD OF DIRECTORS ON A GO-FORWARD BASIS. BOB
AND DICK HAVE BEEN INSTRUMENTAL IN THE SUCCESS OF IBP, ALONG WITH THE REST
OF THEIR MANAGEMENT TEAM, THAT'S HERE IN THE ROOM. AND THEY WILL HELP US
COMBINE THESE COMPANIES AND MOVE FORWARD TO SIEZE THE OPPORTUNITIES. AS I
SAID, EARLIER, BOB, DICK AND SEVERAL OTHER MEMBERS OF IBP'S MANAGEMENT TEAM
ARE WITH US TODAY. I'D LIKE FOR ALL OF THE IBP TEAM TO STAND UP AND TURN
AND FACE THE AUDIENCE SO YOU CAN SEE SOME NEW MEMBERS OF THE TYSON FAMILY.
BOB, IT WOULD BE INAPPROPRIATE IF I DIDN'T WELCOME YOU TO THE FAMILY SO CAN
YOU COME UP HERE FOR A MOMENT.
<<<<BOB PETERSON>>>>
ON BEHALF OF THE IBP TEAM, WE TOO ARE DELIGHTED AND EXCITING. I MIRROR THE
EXPRESSIONS OF JOHN AND THE PEOPLE WHO WORK FOR TYSON THAT THE
OPPORTUNITIES ARE UNLIMITED.
THERE WILL NEVER BE ANOTHER MEAT PROTEIN COMPANY THAT EQUALS TYSON. THERE
IS FAR MORE GROWTH GOING FORWARD THAN WHAT WE HAVE ALREADY EXPERIENCED IN
THE PAST.
THANK YOU VERY MUCH AND WE LOOK FORWARD TO THE FUTURE.
<<<<JOHN TYSON>>>>
I TELL YOU WHAT. I CAN'T WAIT TO GET BACK NEXT YEAR AND TELL YOU THE
THINGS WE'VE DONE AND ALL THE PROGRESS WE'VE MADE IN THE FIRST NINE MONTHS
AND IN THE FIRST COUPLE OF YEARS OF PUTTING THESE GREAT OPPORTUNITIES
TOGETHER. AS ALWAYS, WE'VE GOT LOTS OF GREAT TYSON PRODUCTS FOR YOU TO SAMPLE
IN THE BACK. SO I ASK THAT YOU ENJOY YOURSELF. GET TO KNOW EACH OTHER. AND WE
WANT TO SAY THANK YOU TO THE SHAREHOLDERS BUT, MOST OF ALL, I WANT TO SAY
THANK YOU TO THE TYSON MANAGEMENT TEAM AND TO THE IBP MANAGEMENT TEAM. I
APPRECIATE WHAT Y'ALL ARE DOING IN RUNNING YOUR BUSINESS. THIS CONCLUDES
OUR MEETING. THANK YOU FOR BEING HERE TODAY.
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Media Contact: Ed Nicholson
(501) 290-4591
Investor Contact: Louis Gottsponer
(501) 290-4826
Press Release issued by Tyson dated January 12, 2001.
NEWS RELEASE
TYSON FOODS, INC. HOLDS
ANNUAL MEETING OF SHAREHOLDERS
Springdale, AR (January 12, 2001)-- The recently announced acquisition
of IBP is going to transform Tyson Foods, Inc. (NYSE:TSN) into the
preeminent protein provider going forward and immediately provide Tyson
with the scale and management expertise needed to continue to lead the
industry, Tyson chairman, president and chief executive officer, John
Tyson, told shareholders at the company's Annual Shareholder's Meeting
today at the Walton Arts Center in Fayetteville, AR.
Talking about last year's financial performance, Mr. Tyson said,
"Despite a tough year, I am very pleased with our results. We were able to
reduce inventory by 138 million pounds, pay down debt by $262 million and
buy back $69 million of our stock." Tyson went on to speak about the
pending acquisition of IBP, calling it a "point-in-time" opportunity. "As
the largest meat producer in the U.S., the new Tyson will be able to more
effectively serve a consolidating marketplace. It is our vision that we
can take the expertise we have in category management and help our
customers manage the entire meat case, not just a sub-set, and focus on
complimentary activities that grow consumption rather than competitive
activities that stifle it."
Steve Hankins, chief financial officer, provided a review of the past
year's financials and Greg Lee, chief operating officer, talked about the
operational efficiencies achieved during the year, as well as the success
realized on strategic initiatives regarding supply chain and the upgrading
of non-prime pounds, set forth last year. Mr. Lee also spoke about the
success of the Brand building activities undertaken by Tyson during the
year.
Included in the formal business of the meeting, the company announced
that the nominees for election to the Board of Directors, as set forth in
the company's Proxy Statement, were elected. Elected to the Board for the
upcoming year were Don Tyson, John Tyson, Joe F. Starr, Leland E. Tollett,
Shelby Massey, Barbara Tyson, Lloyd Hackley, Donald E. Wray, Gerald M.
Johnston, Jim Kever, David Jones and Barbara Allen. Mr. Tyson thanked
Neely Cassady and Fred Vorsanger, both long-term board members who retired,
for their years of dedicated service. Mr. Tyson also announced that Robert
L. Peterson, chairman and chief executive officer of IBP, and Richard L.
Bond, president and chief operating officer of IBP, will be joining the
Board of Directors once the acquisition of IBP is completed.
A shareholder proposal by the General Board of Pension and Health
Benefits of the United Methodist Church was defeated by proxy vote of the
shareholders. A company proposal to approve the 2000 Stock Incentive Plan
was passed.
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As is customary, a portion of this year's meeting was focused on the
recognition of Tyson team members who have made a positive difference in
the past year in their operations and in their communities. [note: for
lists of specific honorees visit the Tyson Web site http://www.tyson.com/]
The meeting celebrated safety among the company's manufacturing and
distribution operations by commending team members who contributed to the
achievement of a company wide lost-workday accident rate that is
significantly lower than that of all manufacturing industries combined.
Tyson chairman John Tyson presented the Excellence in Safety Awards to
facilities within the company that achieved the best overall safety records
within their respective operating categories.
John Tyson also recognized the team members and management of eighteen
facilities that had achieved more than one million consecutive work hours
in 2000 without a lost-workday accident.
According to Tyson, "Safety is our number one goal. If our people
aren't working in a safety conscious environment, nothing else we do as
company matters. Effective team member safety and health programs make
good business sense. That's what you do--you take care of your people."
Tyson then presented the five national winners of Tyson's Poultry
Environmental Awards, which recognized Tyson poultry growers who were
judged to have exemplary environmental stewardship and promoted sound
conservation practices.
Finally, John Tyson recognized Tyson Heroes, people from all areas of
the company who have gone above and beyond the call of duty in providing
inspiration for their fellow team members and making a difference in their
communities. Their actions ranged from volunteering in their communities,
to helping underprivileged children, to saving lives.
For further information, contact Ed Nicholson, director of media and
community relations at (501) 290-4591, or Louis Gottsponer, director of
investor relations at (501) 290-4826.
About Tyson Foods, Inc.
Tyson Foods, Inc., headquartered in Springdale, Ark., is the world's
largest fully integrated producer, processor and marketer of chicken and
chicken-based convenience foods, with 68,000 team members and 7,400
contract growers in 100 communities. Tyson has operations in 18 states and
15 countries and exports to 73 countries worldwide. Tyson is the recognized
market leader in almost every retail and foodservice market it serves.
Through its Cobb-Vantress subsidiary, Tyson is also a leading chicken
breeding stock supplier. In addition, Tyson is the nation's second largest
maker of corn and flour tortillas under the Mexican Originalr brand, as
well as a leading provider of live swine.
Forward Looking Statements.
Certain statements contained in this communication are "forward-looking
statements", such as statements relating to future events and financial
performance and the proposed Tyson acquisition of IBP. These forward-
looking statements are subject to risks, uncertainties and other factors
which could cause actual results to differ materially from historical
experience or from future results expressed or implied by such forward-
looking statements. Among the factors that may cause actual results to
differ materially from those expressed in, or implied by, the statements
are the following: (i) the risk that Tyson and IBP will not successfully
integrate their combined operations; (ii) the risk that Tyson and IBP will
not realize estimated synergies; (iii) unknown costs relating to the
proposed transaction; (iv) risks associated with the availability and costs
of financing, including cost increases due to rising interest rates; (v)
fluctuations in the cost and availability of raw materials, such as feed
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grain costs; (vi) changes in the availability and relative costs of labor
and contract growers; (vii) market conditions for finished products,
including the supply and pricing of alternative proteins; (viii)
effectiveness of advertising and marketing programs; (ix) changes in
regulations and laws, including changes in accounting standards,
environmental laws, and occupational, health and safety laws; (x) access to
foreign markets together with foreign economic conditions, including
currency fluctuations; (xi) the effect of, or changes in, general economic
conditions; and (xii) adverse results from on-going litigation. Tyson
undertakes no obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise.
IMPORTANT INFORMATION
LASSO ACQUISITION CORPORATION ("LASSO"), A WHOLLY OWNED SUBSIDIARY OF TYSON
FOODS, INC. ("TYSON") IS COMMENCING AN OFFER FOR UP TO 50.1% OF THE
OUTSTANDING SHARES OF COMMON STOCK, OF IBP, INC ("IBP") AT $30.00 NET PER
SHARE TO SELLER IN CASH. THE OFFER CURRENTLY IS SCHEDULED TO EXPIRE AT
12:00 MIDNIGHT, EASTERN STANDARD TIME, ON TUESDAY, JANUARY 16, 2001, UNLESS
EXTENDED BY LASSO IN ITS DISCRETION. TYSON'S OFFER IS BEING MADE ONLY BY
WAY OF AN OFFER TO PURCHASE AND RELATED LETTER OF TRANSMITTAL AND ANY
AMENDMENTS OR SUPPLEMENTS THERETO AND IS BEING MADE TO ALL HOLDERS OF IBP'S
SHARES. MORE DETAILED INFORMATION PERTAINING TO TYSON'S OFFER AND THE
PROPOSED MERGER 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, LASSO AND IBP, WITHOUT
CHARGE, AT THE SEC'S INTERNET SITE (HTTP://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 OAKLAWN
DRIVE, SPRINGDALE, ARKANSAS 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 this
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 2001 annual meeting, which may be
obtained without charge at the SEC's Internet site (http://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 2001
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.
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 or exchange offer for IBP shares. Any issuance
of Tyson Class A common stock in any proposed merger with IBP or exchange
offer for IBP shares 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.
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IMPORTANT INFORMATION
LASSO ACQUISITION CORPORATION ("LASSO"), A WHOLLY OWNED
SUBSIDIARY OF TYSON FOODS, INC. ("TYSON") IS COMMENCING AN OFFER FOR UP
TO 50.1% OF THE OUTSTANDING SHARES OF COMMON STOCK, OF IBP, INC ("IBP")
AT $30.00 NET PER SHARE TO SELLER IN CASH. THE OFFER CURRENTLY IS
SCHEDULED TO EXPIRE AT 12:00 MIDNIGHT, EASTERN STANDARD TIME, ON TUESDAY,
JANUARY 16, 2001, UNLESS EXTENDED BY LASSO IN ITS DISCRETION. TYSON'S
OFFER IS BEING MADE ONLY BY WAY OF AN OFFER TO PURCHASE AND RELATED LETTER
OF TRANSMITTAL AND ANY AMENDMENTS OR SUPPLEMENTS THERETO AND IS BEING
MADE TO ALL HOLDERS OF IBP'S SHARES. MORE DETAILED INFORMATION
PERTAINING TO TYSON'S OFFER AND THE PROPOSED MERGER 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, LASSO AND IBP, WITHOUT CHARGE, AT
THE SEC'S INTERNET SITE (HTTP://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 OAKLAWN DRIVE,
SPRINGDALE, ARKANSAS 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 this
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 2001 annual
meeting, which may be obtained without charge at the SEC's Internet site
(http://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 2001 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.
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 or exchange offer for IBP shares. Any
issuance of Tyson Class A common stock in any proposed merger with IBP or
exchange offer for IBP shares 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.
