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Exhibit (a)(19)
[TYSON LOGO]
January 5, 2001
Dear IBP Stockholder:
We are pleased to inform you that IBP, inc. has entered into a merger
agreement with Tyson Foods, Inc. Under the merger agreement, we have increased
the price per share being offered in our existing cash tender offer for up to
50.1% of the IBP shares to $30.00 per share. The enclosed Supplement No. 1 to
the Offer to Purchase discusses in more detail this revised cash tender offer.
If you wish to tender your shares in the cash tender offer, you should
complete the enclosed GOLD Letter of Transmittal.
We will also commence shortly an exchange offer to acquire all outstanding
IBP shares not purchased by us in the cash tender offer. In the exchange
offer, we will be offering to exchange $30.00 of Tyson Class A common stock
for each outstanding IBP share, subject to some limitations. We will be
sending to you soon an Offer to Exchange describing the exchange offer in more
detail.
If the cash tender offer is successful, we will purchase only a pro rata
number of shares from each tendering IBP stockholder so that we will own 50.1%
of the outstanding IBP shares. The IBP shares that you have tendered, but
which we do not purchase because of this proration, will be delivered to the
exchange agent for the exchange offer and treated as tendered shares for the
exchange offer unless you advise us otherwise. If you do not want your
unpurchased shares to be delivered to the exchange agent for the exchange
offer, follow the instructions in the GOLD Letter of Transmittal and check the
appropriate box indicating that these unpurchased shares should be returned to
you. If you have already tendered your shares using the BLUE Letter of
Transmittal previously sent to you and do not want your unpurchased shares
delivered to the exchange agent for the exchange offer, follow the
instructions on the GOLD Letter of Transmittal or call our information agent
at the number below.
If you do not want to tender your IBP shares in the cash tender offer, but
would like to tender them in the exchange offer only, do not complete either
the blue Letter of Transmittal or the GOLD Letter of Transmittal. Instead use
the green Letter of Transmittal which we will send to you with the Offer to
Exchange.
We encourage you to read carefully the Supplement No. 1 and the GOLD Letter
of Transmittal enclosed with this letter, and the Offer to Exchange which we
will mail to you shortly. If you have any questions or require assistance,
please call our Information Agent, MacKenzie Partners, Inc., at (800) 322-2885
(toll free) or (212) 929-5500 (please call collect). Thank you.
Very truly yours,
Tyson Foods, Inc.
