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Filed pursuant to Rule 424(b)(1)
SEC File No. 33-59321
PROSPECTUS
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157,500 SHARES
HUDSON FOODS, INC.
CLASS A COMMON STOCK
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This Prospectus relates to 157,500 shares of Class A common stock, par value
$.01 per share, of Hudson Foods, Inc. ("Hudson" or the "Company"), which are
hereby offered for sale by and for the account of Evelyn Rife (the "Selling
Stockholder"). See "Selling Stockholder." The Company will not receive any
proceeds from the sale of the shares by the Selling Stockholder.
The shares may be sold from time to time by or for the account of the
Selling Stockholder in the over-the-counter market, on the New York Stock
Exchange or other exchanges (if the Class A common stock is listed for trading
thereon), or otherwise at prices and on terms then prevailing or at prices
related to the then current market price, or in negotiated transactions. The
shares may be sold by any one or more of the following methods: (a) a block
trade in which the broker or dealer so engaged will attempt to sell the
securities as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account pursuant to this
Prospectus; (c) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; and (d) privately negotiated transactions. In
addition, any shares that qualify for sale pursuant to Rule 144 may be sold
under Rule 144 rather than pursuant to this Prospectus.
The Company's Class A common stock is listed on the New York Stock Exchange
under the symbol "HFI." On May 10, 1995, the last reported sale price of the
Class A common stock on the New York Stock Exchange was $161/8.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is May 26, 1995
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission,
Washington, D.C. 20549, a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended, with respect to the
Class A common stock offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement and exhibits and schedules
thereto. For further information with respect to the Company and such Class A
common stock, reference is made to the Registration Statement and the exhibits
and schedules filed as part thereof. Statements contained in this Prospectus as
to the contents of any contract or any other document referred to are not
necessarily complete, and, in each instance, reference is made to the copy of
such contract or document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference to such
exhibit.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The Registration
Statement, including exhibits and schedules thereto, such reports, proxy
statements and other information filed by the Company may be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at
the Commission's following Regional Offices: 7 World Trade Center (13th Floor),
New York, New York 10048; and Suite 1400 Citicorp Center, 500 West Madison
Street, Chicago, Illinois 60661, In addition, copies of such material can be
obtained by mail from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, at prescribed
rates.
The Company's Class A common stock is listed on the New York Stock Exchange.
Reports, proxy statements and other information concerning the Company can be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are hereby
incorporated by reference: (i) the Company's Annual Report on Form 10-K for the
fiscal year ended October 1, 1994; (ii) the Company's proxy statement for its
annual meeting of stockholders held on February 10, 1995; (iii) the Company's
Form 10-Q for the quarter ended December 31, 1994; (iv) the Company's Form 10-Q
for the quarter ended April 1, 1995; (v) the description of the Class A common
stock contained in the Company's Form 8-A Registration Statement filed January
22, 1986, as amended by Form 8 filed January 19, 1987; (vi) the Company's form
8-K filed October 13, 1994; and (vii) the Company's Form 8-K filed October 28,
1994.
All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference into this Prospectus, and to be a part hereof from the
date of filing such documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
such
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statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the foregoing documents incorporated herein by reference
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference therein). Requests for such copies should be directed
to Tommy D. Reynolds, Secretary, Hudson Foods, Inc., P.O. Box 777, Rogers,
Arkansas 72757-0777, (501) 636-1100.
THE COMPANY
Hudson is a major U.S. producer of further-processed poultry and meat
products. The Company was established in 1972 as a regional poultry company
selling commodity-type products. Through sales growth and product line
expansion, Hudson has grown into one of the country's largest domestic poultry
producers. The Company's products are marketed nationwide to club store chains,
fast food chains and full service restaurants, retail supermarket chains,
prepared food companies, and various institutional customers.
The Company's executive offices are located at 1225 Hudson Road, Rogers,
Arkansas 72756, and its telephone number is (501) 636-1100.
ACQUISITION OF RIFECO
On May 8, 1995, Evelyn Rife, sole stockholder of Rifeco Development Company,
an Arkansas corporation ("Rifeco"), transferred all of the issued and
outstanding shares of Rifeco, no par value, to the Company in exchange for
157,500 shares of the Company's Class A common stock. The acquisition of the
Rifeco shares was effected under an Agreement and Plan of Reorganization dated
May 8, 1995.
The principal asset of Rifeco is approximately 86 acres of undeveloped land
in Rogers, Arkansas.
SELLING STOCKHOLDER
The shares offered hereby were issued to Evelyn Rife (the "Selling
Stockholder") in exchange for 100 percent of the outstanding capital stock of
Rifeco. The Company granted the Selling Stockholder registration rights with
respect to the shares. Mrs. Rife holds no position or office with the Company
and has not previously held any such position or office.
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The following table reflects the ownership of the shares by the Selling
Stockholder:
<TABLE>
<CAPTION>
Numbers of Number of
Shares Held Shares Being Shares Held
Name Prior to Offering Offered After Offering/(1)/
- ---- ----------------- ------- -------------------
<S> <C> <C> <C>
Evelyn Rife 157,500 157,500 -0-
</TABLE>
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/(1)/ Assumes all shares are sold pursuant to this offering.
PLAN OF DISTRIBUTION
The shares may be sold from time to time by or for the account of the
Selling Stockholder in the over-the-counter market, on the New York Stock
Exchange or other exchanges (if the Class A common stock is listed for trading
thereon), or otherwise at prices and on terms then prevailing or at prices
related to the then current market price, or in negotiated transactions. The
shares may be sold by any one or more of the following methods: (a) a block
trade in which the broker or dealer so engaged will attempt to sell the
securities as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account pursuant to this
Prospectus; (c) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; and (d) privately negotiated transactions. In
addition, any shares that qualify for sale pursuant to Rule 144 may be sold
under Rule 144 rather than pursuant to this Prospectus.
The Selling Stockholder may effect such transactions by selling shares to or
through brokers or dealers, and such brokers or dealers will receive
compensation in the form of discounts or commissions from the Selling
Stockholder and may receive commissions from the purchasers of shares for whom
they act as agent (which discounts or commissions from the Selling Stockholder
or such purchasers will not exceed those customary in the types of transactions
involved).
LEGAL MATTERS
The validity of the shares of Class A common stock offered hereby is being
passed upon for the Company by Wright, Lindsey & Jennings, Little Rock,
Arkansas.
INDEPENDENT ACCOUNTANTS
The consolidated balance sheets as of October 2, 1993, as restated, and
October 1, 1994 and the consolidated statements of operations and cash flows for
each of the two years in the period ended October 2, 1993, as restated, and for
the year ended October 1, 1994, incorporated by reference in this prospectus,
have been included herein in reliance on the report of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
auditing and accounting. With respect to the unaudited interim financial
information for the quarter ended December 31, 1994 and January 1, 1994 and the
quarter ended April 1, 1995 and April 2, 1994, incorporated by reference in this
prospectus, the independent accountants have reported that they have applied
limited procedures in accordance with professional standards for a review of
such information. However, their separate report
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included in the Company's quarterly report on Form 10-Q for the quarter ended
December 31, 1994 and the quarter ended April 1, 1995, and incorporated by
reference herein, states that they did not audit and they do not express an
opinion on that interim financial information. Accordingly, the degree of
reliance on their report on such information should be restricted in light of
the limited nature of the review procedures applied. The accountants are not
subject to the liability provisions of Section 11 of the Securities Act of 1933
for their report on the unaudited interim financial information because that
report is not a "report" or a "part" of the registration statement prepared or
certified by the accountants within the meaning of Sections 7 and 11 of the Act.
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157,500 SHARES
HUDSON FOODS, INC.
CLASS A COMMON STOCK
____________
PROSPECTUS
____________
May 26, 1995
No dealer, salesperson or other individual has been authorized to give any
information or to make any representations, other than those contained in this
Prospectus, in connection with the offering made hereby, and information or
representations not herein contained, if given or made, must not be relied upon
as having been authorized by the Company or the Selling Stockholder. This
Prospectus does not constitute an offer to sell, or a solicitation of an offer
to buy, shares in any jurisdiction where, as to any person to whom, it is
unlawful to make such offer or solicitation in such jurisdiction. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create an implication that there has not been any change in the
facts set forth in this Prospectus or in the affairs of the Company since the
date hereof.
