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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
SCHEDULE TO
(RULE 14d-100)
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934
(AMENDMENT NO. 7)
IBP, INC.
(Name of Subject Company)
LASSO ACQUISITION CORPORATION
TYSON FOODS, INC.
(Name of Filing Persons-Offeror)
COMMON STOCK, PAR VALUE $.05 PER SHARE
(Title of Class of Securities)
_______________
449223106
(Cusip Number of Class of Securities)
LES BALEDGE
TYSON FOODS, INC.
2210 West Oakland Drive
Springdale, Arkansas 72762
Telephone: (501) 290-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
Copies to:
Mel M. Immergut
Lawrence Lederman
Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, New York 10005
Telephone: (212) 530-5732
CALCULATION OF FILING FEE
Transaction Amount of
valuation* filing fee
$1,570,612,320 $314,122.47
* Estimated for purposes of calculating the amount of the filing fee only.
The amount assumes the purchase of a total of 52,353,744 shares of the
outstanding common stock, par value $0.05 per share, of IBP, inc., at a
price per Share of $30.00 in cash. Such number of Shares, together with the
574,200 shares owned by Tyson Foods, Inc., represents approximately 50.1%
of the 105,644,598 Shares of IBP, inc. outstanding as of December 28, 2000
(as represented by IBP, inc. in the Agreement and Plan of Merger, dated
January 1, 2001, by and between Tyson Foods, Inc., Lasso Acquisition
Corporation, and IBP, inc.).
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[X]Check box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: 282,617.52 Filing Party: Tyson Foods, Inc.
(Offeror Parent) and Lasso
Acquisition Corporation
Form or Registration No.: Schedule TO Date Filed: December 12, 2000 and
December 29, 2000
[_] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X]third-party tender offer subject to Rule 14d-1.
[_]issuer tender offer subject to Rule 13e-4.
[_]going-private transaction subject to Rule 13e-3.
[_]amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer. [_]
AMENDMENT NO. 7 TO TENDER OFFER STATEMENT
This Amendment No. 7 to the Tender Offer Statement on Schedule TO
as the same may have been amended from time to time (as amended hereby, the
"Schedule TO") relates to the offer by Lasso Acquisition Corporation, a
Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Tyson
Foods, Inc. ("Tyson") to purchase the number of outstanding shares of
common stock, par value $.05 per share (the "Shares"), of IBP, inc., a
Delaware corporation ("Company"), which, together with the Shares owned by
Tyson, constitutes 50.1% of the outstanding Shares at $30.00 per Share, net
to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated December 12, 2000 (as amended, the
"Offer to Purchase"), and in the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively
constitute the "Offer"). Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to them in the Offer to Purchase.
The item numbers and responses thereto below are in accordance with the
requirements of Schedule TO.
On January 1, 2001, Tyson issued a press release announcing that
it had signed a definitive merger agreement with the Company pursuant to
which Tyson increased its Offer to acquire the Company to $30.00 per share.
Tyson also announced that it will commence promptly an exchange offer for
all Shares not purchased in this Offer (the "Exchange Offer"). In the
Exchange Offer, Tyson will offer to exchange, for each outstanding Share
not owned by Tyson, a number of shares of Tyson Class A Common Stock having
a value of $30.00, so long as the average per share price of Tyson Class A
Common Stock during the fifteen trading day period ending on the second
trading day before the expiration date of the Exchange Offer is at least
$12.60 and no more than $15.40. This $30.00 value is subject to change if
the average per share price of Tyson Class A Common Stock is not in that
range and the value you will receive will be proportionately changed. A
copy of the press release is filed herewith as Exhibit (a)(14) and the
information set forth in the press release is incorporated herein by
reference.
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The Offer, proration period and withdrawal rights will expire at
12:00 midnight, New York City time, on Tuesday, January 16, 2001, unless
the Offer is extended.
Item 12. Exhibits.
(a)(1) Offer to Purchase dated December 12, 2000.*
(a)(2) Letter of Transmittal (including Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9).*
(a)(3) Notice of Guaranteed Delivery.*
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(6) Form of summary advertisement dated December 12, 2000.*
(a)(7) Press Release issued by Tyson dated December 11, 2000.*
(a)(8) Tyson Conference call dated December 12, 2000.*
(a)(9) Press Release issued by Tyson dated December 12, 2000.*
(a)(10) Tyson Presentation delivered December 14, 2000.*
(a)(11) Press Release issued by Tyson dated December 19, 2000.*
(a)(12) Tyson Presentation delivered December 19, 2000.*
(a)(13) Press Release issued by Tyson dated December 28, 2000.*
(a)(14) Press Release issued by Tyson dated January 1, 2001.
(d)(1) Confidentiality Agreement between Parent and the Company dated
December 4, 2000.
(d)(2) Proposed form of Merger Agreement to be entered into by and among
Tyson, Purchaser and the Company.
(d)(3) Revised Merger Agreement, executed by Tyson.
*Previously filed.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
TYSON FOODS, INC.
/s/ LES BALEDGE
--------------------------
(Signature)
Les Baledge, Executive Vice
President and General Counsel
------------------------------
(Name and Title)
January 2, 2001
------------------------------
(Date)
LASSO ACQUISITION CORPORATION
/s/ LES BALEDGE
------------------------------
(Signature)
Les Baledge, Executive Vice President
-------------------------------------
(Name and Title)
January 2, 2001
-------------------------------------
(Date)
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EXHIBIT INDEX
Exhibit No.
-----------
(a)(1) Offer to Purchase dated December 12, 2000.*
(a)(2) Letter of Transmittal (including Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9).*
(a)(3) Notice of Guaranteed Delivery.*
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.*
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(6) Form of summary advertisement dated December 12, 2000.*
(a)(7) Press Release issued by Tyson dated December 11, 2000.*
(a)(8) Tyson Conference call dated December 12, 2000.*
(a)(9) Press Release issued by Tyson dated December 12, 2000.*
(a)(10) Tyson Presentation delivered December 14, 2000.*
(a)(11) Press Release issued by Tyson dated December 19, 2000.*
(a)(12) Tyson Presentation delivered December 19, 2000.*
(a)(13) Press Release issued by Tyson dated December 28, 2000.*
(a)(14) Press Release issued by Tyson dated January 1, 2001.
(d)(1) Confidentiality Agreement between Parent and the Company dated
December 4, 2000.
(d)(2) Proposed form of Merger Agreement to be entered into by and among
Tyson, Purchaser and the Company.
(d)(3) Revised Merger Agreement, executed by Tyson.
*Previously filed.
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Exhibit (a)(14)
Media Contact: Ed Nicholson
(501) 290-4591
Investor Contact: Louis Gottsponer
(501) 290-4826
Tyson Foods Signs Definitive Merger Agreement to Acquire IBP
SPRINGDALE, AR, January 1, 2001 Tyson Foods, Inc. (NYSE: TSN) announced
that it has entered into a definitive merger agreement with IBP, inc.
(NYSE: IBP). Under the terms of the agreement Tyson will acquire all of the
outstanding shares of IBP in a transaction valued at approximately $4.7
billion, which includes the assumption of and/or refinancing of
approximately $1.5 billion of IBP debt and other obligations. Tyson will
pay $30.00 for each share of IBP common stock, with 50.1% of the
consideration in cash and the remainder in Tyson Class A common stock. The
cash portion of the consideration will be paid as part of Tyson's current
cash tender offer. The stock portion of the consideration is subject to a
maximum exchange ratio of 2.381 and a minimum exchange ratio of 1.948 Tyson
Class A shares if Tyson's average trading price for an agreed to period of
time is outside the range or "collar" of $12.60 and $15.40.
Tyson intends to commence promptly an exchange offer for all IBP shares not
purchased in the cash tender offer. In the exchange offer, each IBP share
will be exchanged for Tyson Class A shares valued at $30.00, subject to
adjustment if the average trading price of Tyson Class A shares is outside
the collar. Tyson's cash tender offer for 50.1% of IBP's shares is
currently scheduled to expire at midnight on Tuesday, January 16, 2001.
"We are extremely pleased that IBP has accepted our proposal," said John
Tyson, Chairman, President and CEO of Tyson Foods, "which we believe
creates tremendous value for the shareholders, team members, and customers
of both companies. By combining the number one poultry company with the
leader in beef and pork we are creating a unique company that has a major
global presence."
After the merger with IBP, Tyson will have annualized combined sales in
excess of $23 billion pro forma as of September 30, 2000. "We have
completed our due diligence and are fully aware of the cyclical factors
that affect commodity meat products," said Mr. Tyson, commenting on the
market perception of weakness in IBP's fourth quarter earnings. "The
transaction is immediately accretive to GAAP earnings by over 15% and cash
earnings by well over 20% in the first full year. However, the true
potential in the combination of our companies lies in our ability to drive
IBP's product mix higher up the value chain."
Mr. Tyson continued, "We will have an unparalleled ability to develop
innovative, branded food products and market them successfully through all
distribution channels." Tyson is considered a pioneer in the development
and branding of case-ready and value-added meat products. It holds leading
market positions in both the consumer products and foodservice sectors. "It
is our intention to continue to run IBP from current locations and we look
forward to working with their skilled management team to leverage the
competencies of our two great companies."
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The transaction, which is currently undergoing regulatory review under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, is expected to close
within the first quarter of 2001.
Merrill Lynch and Stephens Inc. have provided fairness opinions regarding
the transaction.
Tyson Foods will hold a conference call Tuesday, January 2, at 10:00 a.m.
CST (11:00 a.m. EST). To listen live via telephone, call 800-230-1074.
The call will be Webcast live on the Internet at
www.tyson.com/investorrel/conferencecalls.asp. The call will be archived
at www.tyson.com/investorrel and www.prnewswire.com within two hours of the
conclusion of the call. A telephone replay will be available beginning at
2:00 p.m. CST Tuesday through February 2 at 800-475-6701. The passcode is
561913.
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
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.
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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.
