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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
IBP, Inc.
_____________________________________________________________
(Name of Issuer)
COMMON STOCK
_____________________________________________________________
(Title of Class of Securities)
449223-10-6
______________________________________________
(CUSIP Number)
D. J. Smith, Vice President, Secretary and General Counsel,
Archer-Daniels-Midland Company,
4666 Faries Parkway, P. O. Box 1470, Decatur, IL 62525,
Telephone: (217)424-5200
______________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 1, 2000
___________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box __.
Check the following box if a fee is being paid with the statement
___. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of Securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
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This information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that Section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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1 NAME OF REPORTING PERSON
S. S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Archer-Daniels-Midland Company
I.R.S. Identification No. 41-0129150
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)__
(b)__
3 SEC USE ONLY
4 SOURCE OF FUNDS *
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E) __x__
See Appendix I
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
12,951,400
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
12,951,400 (1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,951,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11)EXCLUDES
CERTAIN SHARES * __
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.27% based on 105,578,277 shares outstanding
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14 TYPE OF REPORTING PERSON *
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Pursuant to the Voting Agreement described in Item 4, ADM has
agreed with Rawhide Holdings and Merger Sub that if ADM sells,
transfers, assigns, encumbers or otherwise disposes (a
"Transfer") of any shares of Common Stock it owns while the
Voting Agreement is in effect that it will require the transferee
of such shares to execute and deliver a voting agreement
identical in form to the Voting Agreement, except for the
identity of the new stockholder, prior to or concurrently with
any such Transfer.
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ARCHER-DANIELS-MIDLAND COMPANY
Statement Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
Item 4. Purpose of Transaction.
On October 1, 2000, Rawhide Acquisition Corporation ("Merger
Sub"), Rawhide Holdings Corporation ("Rawhide Holdings") and the
Issuer entered into an Agreement and Plan of Merger (the "Merger
Agreement") whereby, subject to the terms and conditions therein,
Merger Sub will be merged (the "Merger") with and into the Issuer
at the effective time of the Merger. The separate existence of
Merger Sub will cease upon consummation of the Merger, and the
Issuer will be the surviving corporation. Pursuant to the Merger
Agreement, and subject to the conditions set forth therein
(including regulatory approvals and approval by shareholders of
the Issuer), at the effective time of the Merger: (i) Merger Sub
will be merged with and into Issuer; (ii) each share of common
stock of the Issuer (the "Common Stock") held by the Issuer or
any subsidiary of the Issuer as treasury stock or owned by
Rawhide Holdings or any subsidiary of Rawhide Holdings
immediately prior to the Merger will be cancelled and no payment
will be made with respect thereto; (iii) each share of Merger
Sub's common stock will be converted into and become one share of
Common Stock; and (iv) each share of Common Stock outstanding
immediately prior to the Merger will be cancelled, extinguished
and converted into and become a right to receive $22.25 in cash
per share (other than those shares as to which dissenters' rights
are perfected). Shortly after the consummation of the Merger, the
registration of the Common Stock under the Exchange Act will be
terminated and the Common Stock will be delisted from the New
York Stock Exchange and the Pacific Stock Exchange.
In connection with the execution of the Merger Agreement, on
October 1, 2000, Rawhide Holdings and Merger Sub entered into a
Voting Agreement (the "Voting Agreement") with each of ADM, Booth
Creek Partners Limited III, LLP ("Booth Creek") and Jeffrey J.
Joyce ("Joyce"). Pursuant to the Voting Agreement, ADM agreed,
among other things, (i) to vote the shares of Common Stock owned
by ADM (the "Shares") to approve and adopt the Merger Agreement,
the Merger and all agreements related to the Merger and any
actions related thereto at any meeting or meetings of the
stockholders of the Issuer and (ii) subject to certain
exceptions, not to vote any of the Shares in favor of the
approval of any other merger, consolidation, sale of assets,
reorganization, recapitalization, liquidation or winding up of
the Issuer or any other extraordinary transaction involving the
Issuer or any matters related to or in connection therewith.
Under the Voting Agreement, ADM has irrevocably appointed Rawhide
Holdings as proxy for and on behalf of ADM to vote the Shares for
the matters and in the manner contemplated by Item (i) above.
ADM also agreed not to, directly or indirectly, (i) take any
action to solicit, initiate or encourage any Acquisition Proposal
(as defined in the Merger Agreement), (ii) engage in negotiations
or discussions with, or disclose any nonpublic information
relating to the Issuer or any subsidiary of the Issuer or afford
access to the properties, books or records of the Issuer or any
subsidiary of the Issuer to, or otherwise assist, facilitate or
encourage, any Person (as defined in the Merger Agreement) that
may be considered making, or had made, an Acquisition Proposal or
(iii) acquire beneficial ownership of any shares of the Common
Stock, other than pursuant to or as a result of the Voting
Agreement. ADM has agreed with Rawhide Holdings and Merger Sub
that if ADM Transfers any shares of Common Stock it owns while
the Voting Agreement is in effect that it will require the
transferee of such shares to execute and deliver a voting
agreement identical in form to the Voting Agreement, except for
the identity of the new stockholder, prior to or concurrently
with any such Transfer.
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The parties to the Voting Agreement contemplate that,
promptly following the Merger, the Board of Directors will be
changed so as to consist of nine directors, one of whom will be
nominated by ADM, one of whom will be nominated by Booth Creek,
one of whom will be Robert L. Peterson (so long as he remains an
officer of the Issuer), one of whom will be Richard L. Bond (so
long as he remains an officer of the Issuer), and the remainder
of whom, (including the chairman) will be nominated by the DLJ
Merchant Banking Partners III, L.P. and certain affiliated
entities ("DLJMB"), the majority shareholders of Merger Sub prior
to the Merger.
In addition, ADM entered into a Commitment Letter dated
October 1, 2000 with Rawhide Holdings (the "Commitment Letter"),
whereby ADM, DLJMB, and certain other investors have committed to
contribute shares of the Common Stock to Rawhide Holdings in
exchange for shares of the capital stock of Rawhide Holdings upon
the occurrence of certain events specified in the letter. Under
the terms of the Commitment Letter, ADM has committed to
contribute 9,900,000 shares of Common Stock in exchange for 25%
of the outstanding capital stock of Rawhide Holdings as of the
effective time of the Merger.
ADM has also entered into a Letter Agreement dated October
1, 2000 between DLJMB and each of ADM and Joyce (the "Letter
Agreement") whereby DLJMB has agreed to purchase, immediately
prior to the Merger, certain shares of Common Stock held by such
parties at $22.25 per share subject to the same conditions
contained in the Commitment Letter. Under the terms of the
Letter Agreement, DLJMB has agreed to purchase 3,051,400 shares
of Common Stock held by ADM.
Except as set forth above, ADM has no plans or proposals
which relate to or would result in any of the actions enumerated
in clauses (a)-(j) of Item 4 of Schedule 13D under the Securities
Exchange Act of 1934, as amended.
Item 5. Interest in Securities of the Issuer.
The Issuer is believed to have 105,578,277 shares of Common
Stock outstanding. ADM beneficially owns 12,951,400 shares of
the Common Stock or approximately 12.27% of the outstanding
Common Stock described above and has shared power to vote or to
direct the vote and shared power to dispose or direct the
disposition of such shares pursuant to the Voting Agreement
described in Item 4. Neither ADM nor any director or executive
officer of ADM beneficially owns or has a right to acquire,
directly or indirectly, any additional shares of Common Stock of
the Issuer.
During the past sixty days there have been no transactions
in shares of Common Stock of the Issuer by ADM or any director or
executive officer of ADM.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
ADM has entered into: (1) the Voting Agreement dated October
1, 2000 between Rawhide Holdings, Merger Sub and each of ADM,
Booth Creek and Joyce; (2) the Commitment Letter dated October 1,
2000 between Rawhide Holdings and each of DLJMB, ADM, and certain
other investors; and (3) the Letter Agreement dated October 1,
2000 between DLJMB and each of ADM and Joyce. See Item 4.
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Item 7. Materials to be Filed as Exhibits.
1. Voting Agreement dated October 1, 2000 between Rawhide
Holdings, Merger Sub and each of ADM, Booth Creek and Joyce.
2. Commitment Letter dated October 1, 2000 between Rawhide
Holdings and each of DLJMB, ADM, and certain other investors.
3.Letter Agreement October 1, 2000 between DLJMB and each of ADM
and Joyce.
Signature
After reasonable 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.
Dated: October 3, 2000
ARCHER-DANIELS-MIDLAND COMPANY
/s/D. J. SMITH
By: D. J. Smith
Its Vice President, Secretary and
General Counsel
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APPENDIX I
On October 15, 1996, the Company pled guilty to a two count
information in the Northern District of Illinois pursuant to an
agreement with the Department of Justice. This information
states that the Company engaged in anticompetitive conduct in
connection with the sale of lysine and citric acid. In
connection with its agreement this Company paid the United States
a fine of $70 million with respect to lysine and $30 million with
respect to citric acid.
On May 27, 1998, the Company pled guilty to a three count
indictment in the Federal Court of Canada pursuant to an
agreement with Director of Investigation and Research and the
Attorney General of Canada. The indictment alleged that the
Company engaged in anticompetitive conduct in connection with
lysine and citric acid. The Company paid a fine of $16 million
(Canadian Dollars).
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