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EXHIBIT (a)(1)
IBP, inc.
800 Stevens Port Drive
Dakota Dunes, South Dakota 57049
January 5, 2001
Dear Stockholder:
We are pleased to inform you that IBP, inc. ("IBP") has entered into a
merger agreement with Tyson Foods, Inc. ("Tyson"), pursuant to which a wholly
owned subsidiary of Tyson has commenced a tender offer to purchase up to 50.1%
of the outstanding shares of IBP's common stock ("IBP Common Stock") for
$30.00 per share in cash. The tender offer is conditioned upon, among other
things, clearance by antitrust regulators in the United States. Tyson has also
agreed to commence an exchange offer, pursuant to which Tyson would offer to
exchange, for each share of IBP Common Stock, a number of shares of Class A
common stock, par value $0.10 per share, of Tyson ("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. If the average per share price of Tyson
Class A Common Stock is less than $12.60, then each share of IBP Common Stock
tendered in the exchange offer will be exchanged for 2.381 shares of Tyson
Class A Common Stock. If the average per share price of Tyson Class A Common
Stock is more than $15.40, then each share of IBP Common Stock tendered in the
exchange offer will be exchanged for 1.948 shares of Tyson Class A Common
Stock. The tender offer and exchange offer will be followed by a merger, in
which each share of IBP Common Stock not purchased in the tender or exchange
offers will be converted into the right to receive 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 fifth trading day before the effective time of the merger
is at least $12.60 and no more than $15.40. If the average per share price of
Tyson Class A Common Stock is either less than $12.60 or greater than $15.40
during this period, the exchange ratio will be adjusted in the same manner as
in the exchange offer.
Your Board of Directors has determined that the merger agreement, the Tyson
tender offer, the Tyson exchange offer and the merger, taken together, are
fair to and in the best interests of IBP's stockholders, and unanimously
recommends that the holders of IBP Common Stock accept the Tyson offer and
tender their shares of IBP Common Stock in the offer.
In arriving at its recommendation, the Board of Directors considered a
number of factors, as described in the attached Amendment No. 2 to the
Schedule 14D-9, including the respective written opinions of the financial
advisors to the special committee of the Board, J.P. Morgan Securities Inc.
and Peter J. Solomon Company Limited, that, as of the date of the merger
agreement, the consideration to be received by the holders of IBP Common Stock
in the tender offer, exchange offer and the merger is fair from a financial
point of view to IBP's stockholders. A copy of the J.P. Morgan and Peter J.
Solomon written opinions, which set forth the assumptions made, procedures
followed and matters considered in the rendering of the opinions, can be found
in Annexes A and B, respectively, to the Schedule 14D-9. You should read the
opinions carefully and in their entirety.
Enclosed are the Tyson Offer to Purchase, dated January 5, 2001, the Letter
of Transmittal and related documents. These documents set forth the terms and
conditions of the tender offer. The Amendment No. 2 to the Schedule 14D-9
describes in more detail the reasons for your Board's conclusions and contains
other information relating to the tender offer. We urge you to consider this
information carefully.
Robert L. Peterson
Chairman of the Board and
Chief Executive Officer
