<PAGE>
As filed with the Securities and Exchange Commission on May 12, 1995
Registration No. 33-
================================================================================
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________________
HUDSON FOODS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 71-0427616
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) 1225 HUDSON ROAD identification no.)
ROGERS, ARKANSAS 72756
(501) 636-1100
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
_______________________
JAMES T. HUDSON
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
HUDSON FOODS, INC.
1225 HUDSON ROAD
ROGERS, ARKANSAS 72756
(501) 636-1100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all correspondence to:
C. DOUGLAS BUFORD, JR., ESQ. THOMAS L. OVERBEY, ESQ.
WRIGHT, LINDSEY & JENNINGS OVERBEY LAW FIRM, P.A.
200 WEST CAPITOL AVENUE, SUITE 2200 425 NORTH UNIVERSITY AVENUE
LITTLE ROCK, ARKANSAS 72201 LITTLE ROCK, ARKANSAS 72205
(501) 371-0808 (501) 664-8105
______________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
POSSIBLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================================
TITLE OF EACH AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF
CLASS OF SECURITIES REGISTERED MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION FEE
TO BE REGISTERED PRICE PER SHARE (1) OFFERING PRICE (1)
============================================================================================================
<S> <C> <C> <C> <C>
Class A common stock, 157,500 shares $15.0625 $2,372,344 $818
$.01 par value per share
============================================================================================================
</TABLE>
(1) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(c), based upon the average of the high and low prices
reported for May 5, 1995.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A)
MAY DETERMINE.
- --------------------------------------------------------------------------------
================================================================================
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there by any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED May 12, 1995
PROSPECTUS
- ----------
157,500 SHARES
HUDSON FOODS, INC.
CLASS A COMMON STOCK
____________________
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 ______, 1995
<PAGE>
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
<PAGE>
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.
2
<PAGE>
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>
____________________
/(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
3
<PAGE>
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.
4
<PAGE>
157,500 SHARES
HUDSON FOODS, INC.
CLASS A COMMON STOCK
____________
PROSPECTUS
____________
________, 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.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution.
The expenses of this offering in connection with this registration
statement, other than underwriting compensation, are estimated as follows:
<TABLE>
<CAPTION>
Selling
Company Stockholder
------- -----------
<S> <C> <C>
SEC Registration Fee................ $ 818 $ 0
Blue Sky Fees and Expenses.......... 500 0
Accounting Fees and Expenses........ 1,500 0
Legal Fees and Expenses............. 4,000 500
Transfer Agent's Fees and Expenses.. 100 0
Miscellaneous....................... 1,500 0
---------- -----------
Total..................... $ 8,418 $ 500
=========== ============
</TABLE>
____________________
ITEM 15. Indemnification of Directors and Officers.
The Company's Amended and Restated Certificate of Incorporation provides
that a director will not be personally liable for monetary damages to the
Company or its stockholders for each breach of fiduciary duty as a director
involving any act or omission of any such director occurring on or after
February 6, 1987, except for liability (i) for any breach of the director's duty
of loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for paying a dividend or approving a stock repurchase or redemption
in violation of Section 174 of the Delaware Law, or (iv) for any transaction
from which the director derived an improper personal benefit. The Certificate of
Incorporation also provides that directors, officers and employees of the
Company may be indemnified as follows:
The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding
II-1
<PAGE>
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
Any indemnification under this paragraph (unless ordered by a court) shall
be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth above. Such determination shall be made (1) by the board of
directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.
Expenses incurred by an officer or director in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding as authorized by the board
of directors in the specific case upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the corporation as
authorized in this paragraph. Such expenses incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as the board of
directors deems appropriate.
The Company's directors and officers are also covered by insurance policies
indemnifying them against certain civil liabilities, including liabilities under
the federal securities laws, which might be incurred by them in such capacity.
II-2
<PAGE>
ITEM 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
2.1 - Agreement and Plan of Reorganization, dated May 8, 1995, by and among Hudson
Foods, Inc., Rifeco Development Company and Evelyn Rife.
4.1 - Restated Certificate of Incorporation of Hudson Foods, Inc., Section 4
(Incorporated by reference from Hudson Foods, Inc. Form S-4 Registration
Statement No. 33-15274, as amended, filed with the Securities and Exchange
Commission on June 23, 1987).
5.1 - Opinion of Wright, Lindsey & Jennings regarding legality.
15.1 - Letter regarding unaudited interim financial information.
23.1 - Consent of Wright, Lindsey & Jennings (contained in Exhibit 5.1 hereto).
23.2 - Consent of Coopers & Lybrand L.L.P., Independent Certified Accountants.
24.1 - Powers of Attorney of Messrs. James T. Hudson, Michael T. Hudson, Charles B.
Jurgensmeyer, James R. Hudson, Elmer W. Shannon, Jerry L. Hitt, M.D., Kenneth
N. May and Ms. Jane M. Helmich.
</TABLE>
ITEM 17. Undertakings.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually
II-3
<PAGE>
or in the aggregate, represent a fundamental change in the information
set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) of this section do
not apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
4. That for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and contained
in the form of prospectus filed by Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of the
Registration Statement as of the time it was declared effective;
5. That for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof; and
6. That for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and where
applicable, each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rogers, State of Arkansas, on May 11, 1995.
HUDSON FOODS, INC.
(Registrant)
By /s/ James T. Hudson
------------------------------------------
James T. Hudson
Chairman and Chief Executive Officer
II-5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ James T. Hudson Chairman, Chief Executive May 11, 1995
- -------------------------------- Officer and Director
James T. Hudson (Principal Executive
Officer)
/s/ Michael T. Hudson President, Chief Operating May 11, 1995
- -------------------------------- Officer and Director
Michael T. Hudson
/s/ Charles B. Jurgensmeyer Executive Vice President- May 11, 1995
- -------------------------------- Finance (Principal
Charles B. Jurgensmeyer Financial and Accounting
Officer) and Director
/s/ James R. Hudson Director May 11, 1995
- --------------------------------
James R. Hudson
/s/ Jane M. Helmich Director May 11, 1995
- --------------------------------
Jane M. Helmich
/s/ Elmer W. Shannon Director May 11, 1995
- --------------------------------
Elmer W. Shannon
/s/ Jerry L. Hitt, M.D. Director May 11, 1995
- --------------------------------
Jerry L. Hitt, M.D.
/s/ Kenneth N. May Director May 11, 1995
- --------------------------------
Kenneth N. May
</TABLE>
<PAGE>
EXHIBIT 2.1
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION ("Agreement"), dated as of May 8, 1995,
between Hudson Foods, Inc., a Delaware corporation ("Hudson"), and the persons
listed in Schedule 1.1 hereof ("Shareholders"), being the owners of record of
all of the issued and outstanding stock of Rifeco Development Company, an
Arkansas corporation ("Rifeco").
WHEREAS, Hudson wishes to acquire and the Shareholders wish to transfer all
of the issued and outstanding stock of Rifeco in a transaction intended to
qualify as a reorganization within the meaning of Internal Revenue Code
(S)368(a)(1)(B), as amended.
NOW, THEREFORE, Hudson and Shareholders adopt this plan of reorganization
and agree as follows:
SECTION 1. EXCHANGE OF STOCK
1.1 Number of Shares. The Shareholders agree to transfer to Hudson at the
----------------
Closing the number of shares of common stock of Rifeco, without par value, shown
opposite their names in Schedule 11, in exchange for an aggregate of 157,500
shares of the Class A common stock of Hudson, $.01par value per share, to be
issued at the Closing to the Shareholders in the numbers shown opposite their
names in Schedule.
1.2 Delivery of Certificates by Shareholders. The transfer of Rifeco
----------------------------------------
shares by the Shareholders shall be effected by the delivery to Hudson at the
Closing of certificates representing
<PAGE>
the transferred shares endorsed in blank or accompanied by stock powers executed
in blank.
1.3 Further Assurances. At the Closing and from time to time thereafter,
------------------
the Shareholders shall execute such additional instruments and take such other
action as Hudson may request in order more effectively to sell, transfer, and
assign the transferred stock to Hudson and to confirm Hudson's title thereto.
1.4 Changes in Hudson's Capitalization. If between the date of this
----------------------------------
Agreement and the Closing, the outstanding shares of Hudson common stock are,
without the receipt of new consideration by Hudson, increased, decreased,
changed into, or exchanged for a different number or kind of shares or
securities of Hudson through reorganization, reclassification, stock dividend,
stock split, reverse stock split, or similar change in Hudson's capitalization,
Hudson will issue and deliver to the Shareholders at the Closing, in addition to
or in lieu of the Hudson shares specified in Section 1.1, Class A common stock
of Hudson in equitably adjusted amounts. In the event of any such change in
Hudson's capitalization, all references to Hudson shares herein shall refer to
the number of Hudson shares as thus adjusted.
SECTION 2. CLOSING
The Closing contemplated in Section 1.1 shall be held at Overbey Law Firm,
P.A., 425 North University Avenue, Little Rock, Arkansas, on May 8, 1995, unless
another place or time is agreed upon in writing by the parties.
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
The Shareholders represent and warrant to Hudson as follows:
3.1 Corporate Status. Rifeco is a corporation duly organized, validly
----------------
existing, and in good standing under the laws of the State of Arkansas and is
licensed or qualified as a foreign corporation in all states in which the nature
of its business or the character or ownership of its properties makes such
licensing or qualification necessary.
3.2 Capitalization. The authorized capital stock of Rifeco consists of
--------------
1,000 shares of capital stock, having no par value, of which 100 shares are
issued and outstanding, all fully paid and nonassessable. There are no
outstanding subscriptions, options, rights, warrants, convertible securities
or other agreements or commitments obligating Rifeco to issue or to transfer
from treasury any additional shares of its capital stock.
3.3 Financial Statements. The financial statements of Rifeco furnished to
--------------------
Hudson, consisting of a balance sheet as of December 31, 1994, and related
statement of income for the period then ended, and the unaudited balance sheet
as of March 31, 1995 ("Rifeco's Latest Balance Sheet"), and the related
statement of income, are correct and fairly present the financial condition of
Rifeco as of the dates and for the periods involved, and such statements were
prepared in accordance with generally accepted accounting principles
consistently applied.
3
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
3.4 Undisclosed Liabilities. Rifeco had no liabilities of any nature
-----------------------
except to the extent reflected or reserved against in Rifeco's Latest Balance
Sheet, whether accrued, absolute, contingent, or otherwise, including, without
limitation, tax liabilities and interest due or to become due, and Rifeco's
accounts receivable are collectible in accordance with the terms of such
accounts, except to the extent of the reserve therefor in Rifeco's Latest
Balance Sheet.
3.5 Interim Changes. Between January 1, 1995, and the date of this
---------------
Agreement, there have not been, except as set forth in a list certified by the
president of Rifeco and delivered to Hudson (a copy of which is attached hereto
as Schedule 35), (1) any changes in Rifeco's financial condition, assets,
liabilities, or business which, in the aggregate, have been materially adverse;
(2) any damage, destruction, or loss of or to Rifeco's property, whether or not
covered by insurance; (3) any declaration or payment of any dividend or other
distribution in respect of Rifeco's capital stock, or any direct or indirect
redemption, purchase, or other acquisition of any such stock; or (4) any
increase paid or agreed to in the compensation, retirement benefits, or other
commitments to employees.
3.6 Title to Property. Rifeco has good and marketable title to all
-----------------
properties and assets, real and personal, reflected in Rifeco's Latest Balance
Sheet, and Rifeco's properties and assets are subject to no mortgage, pledge,
lien, or encumbrance.
4
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
Schedule 36 attached to this Agreement contains a complete and accurate legal
description of each parcel of real property owned by Rifeco.
3.7 Litigation. There is no litigation or proceeding pending, or to
----------
Shareholders' knowledge threatened, against or relating to Rifeco, its
properties or business, except as set forth in a list certified by the president
of Rifeco and delivered to Hudson (a copy of which is attached hereto as
Schedule 3.7).
3.8 Access to Records, and So Forth. From the date of this Agreement to
-------------------------------
the Closing, the Shareholders will cause Rifeco (1) to give to Hudson and
its representatives full access during normal business hours to all of its
offices, books, records, contracts, and other corporate documents and
properties so that Hudson may inspect and audit them and (2) furnish such
information concerning Rifeco's properties and affairs as Hudson may
reasonably request.
3.9 Confidentiality. Until the Closing (and permanently if there is no
---------------
Closing), the Shareholders and their representatives will keep confidential any
information which they obtain from Hudson concerning its properties, assets, and
business. If the transactions contemplated by this Agreement are not
consummated by the Closing date, the Shareholders will return to Hudson all
written matter with respect to Hudson obtained by them in
5
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
connection with the negotiation or consummation of this Agreement.
3.10 Title to Shares. The Shareholders are the owners, beneficially and of
---------------
record, of all of the outstanding shares of capital stock of Rifeco, free and
clear of all liens, encumbrances, security agreements, equities, options,
claims, charges and restrictions. The correct number of shares of Rifeco stock
owned by each Shareholder is set forth opposite the Shareholder's name on
Schedule 1.1.
3.11 Material Contracts. Schedule 3.11 attached to this Agreement is a list
------------------
of all material contracts to which Rifeco is a party. All such contracts are in
full force and effect. Rifeco is not in breach of any of its obligations under
any such contract and no default or event of default exists with respect to any
such contract.
3.12 Employment Matters. Rifeco has no employees and no obligations under
------------------
or with respect to any employment contracts, pension, bonus, profit sharing or
other agreements or arrangements providing for employee remuneration or
benefits.
3.13 Environmental Matters. Rifeco has not caused or permitted any
---------------------
hazardous materials to be manufactured, used, stored or disposed of on any
of its properties and, to the Shareholders' knowledge, no conditions exist
on any of Rifeco's properties that may create liabilities for Rifeco under
any
6
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
federal, state or local law or regulation relating to protection of the
environment.
3.14 Authority of Shareholders. The Shareholders have the right, power,
-------------------------
legal capacity and authority to enter into and perform their obligations under
this Agreement, and no consents or approvals of any other person or governmental
authority is required in connection with the Shareholders' transfer to Hudson of
the Rifeco stock.
3.15 Securities Exemptions. The Shareholders understand that the shares of
---------------------
Hudson's Class A common stock to be issued to the Shareholders under this
Agreement are being offered and sold under exemptions from registration provided
in the Securities Act of 1933, as amended (the "Securities Act"), and each
Shareholder hereby represents and warrants that such Shareholder (1) is at least
21 years of age, (2) is a bona fide permanent resident of and is domiciled in
the State of Arkansas, (3), has, either himself or herself or through his or her
investment advisors, such knowledge and experience in financial and business
matters that he or she is capable of evaluating the merits and risks of an
investment in the Hudson shares and of making an informed investment decision,
and (4) does not intend to sell or otherwise dispose of the Hudson shares except
upon registration of the shares under the Securities Act or in compliance with
an exemption from registration under the Securities Act.
7
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
SECTION 4. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF HUDSON
Hudson represents and warrants to, and covenants with, the Shareholders as
follows:
4.1 Corporate Status. Hudson is a corporation duly organized, validly
----------------
existing, and in good standing under the laws of the State of Delaware and is
licensed or qualified as a foreign corporation in all states in which the nature
of its business or the character or ownership of its properties makes such
licensing or qualification necessary.
4.2 Capitalization. The authorized capital stock of Hudson consists of
--------------
40,000,000 shares each of Class A common stock and Class B common stock, each
having a par value of $.01 per share, of which 20,917,868 shares of Class A
common stock and 9,602,822 shares of Class B common stock were issued and
outstanding at April 1, 1995. Since April 1, 1995, no shares of Hudson's common
stock have been issued except pursuant to stock options previously granted under
Hudson's 1985 Stock Option Plan. All outstanding shares of Hudson's common
stock are fully paid and nonassessable.
4.3 Financial Statements. The audited financial statements of Hudson
--------------------
furnished to the Shareholders, consisting of a balance sheet as of October 1,
1994, and related statement of income for the period then ended, and the
unaudited balance sheet as of April 1, 1995 ("Hudson's Latest Balance Sheet"),
and the related statement of income, are correct and fairly present the
financial
8
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
condition of Hudson as of the dates and for the periods involved, and such
statements were prepared in accordance with generally accepted accounting
principles consistently applied.
4.4 Interim Changes. Between April 1, 1995, and the date of this
---------------
Agreement, there have not been, except as set forth in a list certified by the
secretary of Hudson and delivered to the Shareholders, any changes in Hudson's
financial condition, assets, liabilities, or business which, in the aggregate,
have been materially adverse.
4.5 Securities Filings. Hudson has previously delivered to the
------------------
Shareholders a true and correct copy of each final prospectus, definitive proxy
statement and report filed by Hudson with the Securities and Exchange Commission
since October 1, 1994 (the "Hudson Securities Filings"). The Hudson Securities
Filings, as updated by Hudson's earnings release dated April 25, 1995 (a copy of
which has been supplied to the Shareholders), do not contain any untrue
statement of a material fact or omit to state a fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading, any which fact either
singly or in the aggregate is material to the ability of Hudson to fulfill its
obligations under this Agreement.
4.6 Confidentiality. Until the Closing (and permanently if there is no
---------------
Closing), Hudson and its representatives will keep confidential any information
which they obtain from Rifeco
9
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
concerning its properties, assets, and business. If the transactions
contemplated by this Agreement are not consummated by the Closing date, Hudson
will return to Rifeco all written matter with respect to Rifeco obtained by them
in connection with the negotiation or consummation of this Agreement.
4.7 Investment Intent. Hudson is acquiring the Rifeco shares to be
-----------------
transferred to it under this Agreement for investment and not with a view to the
sale or distribution thereof, and Hudson has no commitment or present intention
to liquidate Rifeco or to sell or otherwise dispose of its stock. Hudson
covenants with the Shareholders that it will maintain the corporate existence of
Rifeco as a separate legal entity engaged in a business activity for a period of
at least three years following the Closing.
4.8 Corporate Authority. Hudson has full corporate power and authority to
-------------------
enter into this Agreement and to carry out its obligations hereunder, and will
deliver to the Shareholders at the Closing a certified copy of resolutions of
its Board of Directors authorizing execution of this Agreement by its officers
and performance thereunder.
4.9 Due Authorization. Execution of this Agreement and performance by
-----------------
Hudson hereunder has been duly authorized by all requisite corporate action on
the part of Hudson, and this Agreement constitutes a valid and binding
obligation of Hudson; performance hereunder will not violate any provision of
Hudson's
10
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
Articles of Incorporation, Bylaws, agreements, mortgages, or other commitments.
SECTION 5. CONDUCT OF RIFECO PENDING THE CLOSING
The Shareholders agree that Rifeco will conduct itself in the following
manner pending the Closing:
5.1 Certificate of Incorporation and Bylaws. No change will be made in
---------------------------------------
Rifeco's certificate of incorporation or bylaws.
5.2 Capitalization, and So Forth. Rifeco will not make any change in its
----------------------------
authorized or issued capital stock, declare or pay any dividend or other
distribution, or issue, encumber, purchase, or otherwise acquire any of its
capital stock.
5.3 Conduct of Business. Rifeco will use its best efforts to maintain and
-------------------
preserve its business organization and goodwill intact, and will not, without
the written consent of Hudson, enter into any material commitment.
SECTION 6. CONDUCT OF HUDSON PENDING THE CLOSING
Hudson agrees that between the date hereof and the Closing:
6.1 Dividends. With respect to the shares of Hudson common stock
---------
outstanding on the date hereof, Hudson will not declare any cash dividend
(except Hudson's regular quarterly cash dividend of $.02/.0166 per share of
Class A/Class B common stock) or make any distribution of assets to its
stockholders generally.
6.2 Issue of Hudson Common Stock. Hudson will provide for the issuance or
----------------------------
transfer as of the Closing date of all of the shares of Hudson Class A common
stock into which the shares of
11
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
Rifeco common stock are to be exchanged and converted upon the Closing date.
SECTION 7. CONDITIONS PRECEDENT --- HUDSON
All obligations of Hudson under this Agreement are subject, at Hudson's
option, to the fulfillment, before or at the Closing, of each of the following
conditions:
7.1 Representations and Warranties True at Closing. The Shareholders'
----------------------------------------------
representations and warranties contained in this Agreement shall be deemed to
have been made again at and as of the Closing and shall then be true in all
material respects.
7.2 Due Performance. The Shareholders shall have performed and complied
---------------
with all the terms and conditions required by this Agreement to be performed or
complied with by them before the Closing.
7.3 Opinion of Counsel. The Shareholders shall have delivered to Hudson an
------------------
opinion of Rifeco's counsel, Overbey law Firm, P.A., dated as of the Closing, to
the effect that (1) the representations in Sections 3.1 and 3.2 are correct; (2)
except as specified in the opinion, counsel knows of no inaccuracy in the
representations in Sections 3.5(3), or 3.7; and (3) the stock certificates,
stock powers, and other instruments delivered to Hudson at the Closing are
proper in form and substance and will vest in Hudson good title to all of the
issued and outstanding shares of capital stock of Rifeco, free and clear of all
liens, charges, and encumbrances, and not subject to any adverse claims.
12
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
7.4 Title Policy. The Shareholders shall have caused Rifeco to deliver to
------------
Hudson a policy of title insurance issued by a title insurance company
acceptable to Hudson confirming the representation in Section 3.6, at Hudson's
expense.
7.5 Books and Records. The Shareholders shall have caused Rifeco to
-----------------
deliver to Hudson all books and records of Rifeco, including minute books and
stock transfer records.
7.6 Revocation of Prior Authorizations. The Shareholders shall have
----------------------------------
delivered to Hudson certified copies of resolutions of Rifeco's Board of
Directors revoking as of the Closing all prior authorizations, powers of
attorney, designations, and appointments relating to the signing of checks,
borrowing of funds, access to corporate safe-deposit boxes and other similar
matters, to the extent requested by Hudson.
7.7 Resignations. There shall have been delivered to Hudson the signed
------------
resignations of all directors and officers of Rifeco, dated as of the Closing.
7.8 Acceptance by the Shareholders. The terms of this Agreement shall have
------------------------------
been accepted by all of the Shareholders of Rifeco as evidenced by their
signatures hereon.
SECTION 8. CONDITIONS PRECEDENT; THE SHAREHOLDERS
All obligations of the Shareholders under this Agreement are subject, at
their option, to the fulfillment, before or at the Closing, of each of the
following conditions:
13
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
8.1 Representations and Warranties True at Closing. Hudson's
----------------------------------------------
representations and warranties contained in this Agreement shall be deemed to
have been made again at and as of the Closing and shall then be true in all
material respects.
8.2 Due Performance. Hudson shall have performed and complied with all the
---------------
terms and conditions required by this Agreement to be performed or complied with
by it before the Closing.
8.3 Officers' Certificate. The Shareholders shall have been furnished
---------------------
with a certificate signed by an officer of Hudson, dated as of the Closing,
certifying (1) to the effects set out in Sections 6.1 and 6.2, (2) that since
April 1, 1995, there has been no material adverse change in the financial
condition, business, or properties of Hudson and its subsidiaries taken as a
whole, and (3) Evelyn Rife shall have received a certificate signed by an
officer of Hudson continuing her rights to lease the real property of Rifeco
after Closing through September 1, 1995, on the terms and conditions of her
current lease with Rifeco which lease rights shall be subject to the right of
Rifeco and/or Hudson to begin the development of the real property owned by
Rifeco. Such development rights shall include inspection, measuring, drilling,
and other preliminary development steps. Hudson, Rifeco and Evelyn Rife shall
coordinate their respective uses of the real estate of Rifeco until September 1,
1995.
14
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
8.4 Opinion of Hudson's Counsel. The Shareholders shall have received an
---------------------------
opinion of Wright, Lindsey & Jennings, dated as of the Closing, to the effect
that (1) the representations of Sections 4.1, 4.2, and 4.9 are correct; and (2)
the shares to be issued to the Shareholders under this Agreement will, when so
issued, be validly issued, fully paid, and nonassessable.
8.5 Stock Registration. Hudson shall have prepared as of the Closing a
------------------
registration statement with the Securities and Exchange Commission and other
appropriate regulatory agencies and entities with respect to the Hudson shares
to be issued to the Shareholders and shall file the registration statement
within four days of the Closing. Hudson shall use its best efforts to cause the
registration statement to become effective federally and in such states as
Hudson customarily registers its securities, as soon as practical after the
Closing.
SECTION 9. INDEMNIFICATION
9.1 Indemnification of Hudson. The Shareholders agree to indemnify Hudson
-------------------------
against any loss, damage, or expense (including reasonable attorney fees)
suffered by Hudson from (1) any breach by the Shareholders of this Agreement or
(2) any inaccuracy in or breach of any of the representations, warranties, or
covenants by the Shareholders herein.
9.2 Indemnification of Shareholders. Hudson agrees to indemnify the
-------------------------------
Shareholders against any loss, damage, or expense (including reasonable attorney
fees) suffered by any of the
15
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
Shareholders from (1) any breach by Hudson of this Agreement or (2) any
inaccuracy in or breach of any of Hudson's representations, warranties, or
covenants herein.
9.3 Defense of Claims. Upon obtaining knowledge thereof, the indemnified
-----------------
party shall promptly notify the indemnifying party of any claim which has given
or could give rise to a right of indemnification under this Agreement. If the
right of indemnification relates to a claim asserted by a third party against
the indemnified party, the indemnifying party shall have the right to employ
counsel acceptable to the indemnified party to cooperate in the defense of any
such claim. As long as the indemnifying party is defending any such claim in
good faith, the indemnified party will not settle such claim. If the
indemnifying party does not elect to defend any such claim, the indemnified
party shall have no obligation to do so.
SECTION 10. TERMINATION
This Agreement may be terminated (1) by mutual consent in writing; (2)
by either the Shareholders or Hudson if there has been a material
misrepresentation or material breach of any warranty or covenant by the other
party; or (3) by either the Shareholders or Hudson if the Closing shall not have
taken place, unless adjourned to a later date by mutual consent in writing, by
the Closing date.
16
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
SECTION 11. GENERAL PROVISIONS
11.1 Further Assurances. At any time, and from time, after the date of this
------------------
Agreement, each party will execute such additional instruments and take such
action as may be reasonably requested by the other party to confirm or perfect
title to any property transferred hereunder or otherwise to carry out the intent
and purposes of this Agreement.
11.2 Waiver. Any failure on the part of either party hereto to comply with
------
any of its obligations, agreements, or conditions hereunder may be waived in
writing by the party to whom such compliance is owed.
11.3 Brokers. Each party represents to the other party that no broker or
-------
finder has acted for it in connection with this Agreement and agrees to
indemnify and hold harmless the other party against any fee, loss, or expense
arising out of the claims by brokers or finders employed or alleged to have been
employed by it.
11.4 Notices. All notices and other communications hereunder shall be in
-------
writing and shall be deemed to have been given if delivered in person or sent by
prepaid first-class registered or certified mail, return receipt requested, as
follows:
To Hudson: Hudson Foods, Inc.
ATTENTION: Tommy D. Reynolds
1225 Hudson Road
Rogers, Arkansas 72756
17
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
To Shareholders: Evelyn Rife
2706 Sayre Lane
Rogers, Arkansas 72757
11.5 Entire Agreement. This Agreement constitutes the entire agreement
----------------
between the parties and supersedes and cancels any other agreement,
representation, or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
11.6 Headings. The section and subsection headings in this Agreement are
--------
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
11.7 Governing Law. This Agreement shall be governed by and construed and
-------------
enforced in accordance with the laws of the State of Arkansas.
11.8 Assignment. This Agreement shall inure to the benefit of, and be
----------
binding upon, the parties hereto and their successors and assigns; provided,
however, that any assignment by either party of its rights under this Agreement
without the written consent of the other party shall be void.
11.9 Counterparts. This Agreement may be executed simultaneously in two or
------------
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
18
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.
HUDSON FOODS, INC.
By: /s/ Tommy D. Reynolds
--------------------------------
Tommy D. Reynolds, Secretary
SHAREHOLDERS:
/s/ Evelyn Rife
--------------------------------
Evelyn Rife
RIFECO DEVELOPMENT COMPANY
By: /s/ Evelyn Rife
--------------------------------
Evelyn Rife,
President and Secretary
19
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
SUMMARY OF SCHEDULES
(Schedules are not filed with this registration statement)
<TABLE>
<CAPTION>
SCHEDULE PARAGRAPH
- -------- ---------
<S> <C> <C>
1.1 Shareholders - 1.1
3.5 Interim Changes in Rifeco's
Financial Condition, Etc. - 3.5
3.6 Legal Description of Real Property
owned by Rifeco 3.6
3.7 Litigation or Proceedings Pending
or Threatened against Rifeco - 3.7
3.11 Material Contracts - 3.11
</TABLE>
Hudson Foods, Inc. will furnish supplementally a copy of any omitted schedule to
the Commission upon request.
1
<PAGE>
EXHIBIT 5.1
[WRIGHT, LINDSEY & JENNINGS LETTERHEAD]
May 12, 1995
Hudson Foods, Inc.
1225 Hudson Road
Rogers, Arkansas 72756
Gentlemen:
In our opinion, the 157,500 shares of Class A common stock previously
issued to and registered in the name of Evelyn Rife, which shares are being
registered under the Company's S-3 Registration Statement initially filed on May
12, 1995, constitute legally issued, fully paid, and non-assessable shares of
Hudson Foods, Inc.
We consent to the inclusion of this opinion in the Registration Statement
and the reference to us under the caption "Legal Matters" in the Prospectus
included in the Registration Statement.
Very truly yours,
WRIGHT, LINDSEY & JENNINGS
/s/ Wright, Lindsey & Jennings
<PAGE>
EXHIBIT 15.1
May 12, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Hudson Foods
Registration on Form S-3
We are aware that our reports dated January 23, 1995 and April 25, 1995 on our
reviews of interim financial information of Hudson Foods, Inc. for the quarters
ended December 31, 1994 and April 1, 1995 and included in the Company's
quarterly reports on Form 10-Q for the quarters then ended are incorporated by
reference in this registration statement. Pursuant to Rule 436(c) under the
Securities Act of 1933, this report should not be considered a part of the
registration statement prepared or certified by us within the meaning of
Sections 7 and 11 of that Act.
COOPERS & LYBRAND L.L.P.
/s/ Coopers & Lybrand L.L.P.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Hudson Foods, Inc. on Form S-3 (file No. 33-________) of our report dated
October 26, 1994, on our audits of the consolidated financial statements and
financial statement schedules of Hudson Foods, Inc. as of October 2, 1993, as
restated, and for the year ended October 1, 1994 which report is included in the
Company's Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
/s/ Coopers & Lybrand L.L.P.
Tulsa, Oklahoma
May 12, 1995
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Charles B. Jurgensmeyer and/or Tommy D. Reynolds his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign a
registration statement on Form S-3, and any or all amendments thereto (including
post-effective amendments), to be filed by Hudson Foods, Inc. with respect to
the offer and sale of shares of Class A common stock, $.01 par value, and to
file same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully for all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute(s) may lawfully do or cause to be done by virtue hereof.
Date: May 11, 1995
/s/ James T. Hudson
- ----------------------------
James T. Hudson
Chairman, Chief Executive Officer and Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Charles B. Jurgensmeyer and/or Tommy D. Reynolds his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign a
registration statement on Form S-3, and any or all amendments thereto (including
post-effective amendments), to be filed by Hudson Foods, Inc. with respect to
the offer and sale of shares of Class A common stock, $.01 par value, and to
file same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully for all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute(s) may lawfully do or cause to be done by virtue hereof.
Date: May 11, 1995
/s/ Michael T. Hudson
- -----------------------------
Michael T. Hudson
President, Chief Operating Officer and Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Tommy D. Reynolds his true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign a registration statement on Form S-
3, and any or all amendments thereto (including post-effective amendments), to
be filed by Hudson Foods, Inc. with respect to the offer and sale of shares of
Class A common stock, $.01 par value, and to file same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully for all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute(s) may lawfully do or
cause to be done by virtue hereof.
Date: May 11, 1995
/s/ Charles B. Jurgensmeyer
- ------------------------------
Charles B. Jurgensmeyer
Executive Vice President - Finance and Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Charles B. Jurgensmeyer and/or Tommy D. Reynolds his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign a
registration statement on Form S-3, and any or all amendments thereto (including
post-effective amendments), to be filed by Hudson Foods, Inc. with respect to
the offer and sale of shares of Class A common stock, $.01 par value, and to
file same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully for all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute(s) may lawfully do or cause to be done by virtue hereof.
Date: May 11, 1995
/s/ James R. Hudson
- ----------------------------
James R. Hudson
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Charles B. Jurgensmeyer and/or Tommy D. Reynolds his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign a
registration statement on Form S-3, and any or all amendments thereto (including
post-effective amendments), to be filed by Hudson Foods, Inc. with respect to
the offer and sale of shares of Class A common stock, $.01 par value, and to
file same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully for all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute(s) may lawfully do or cause to be done by virtue hereof.
Date: May 11, 1995
/s/ Elmer W. Shannon
- --------------------------
Elmer W. Shannon
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Charles B. Jurgensmeyer and/or Tommy D. Reynolds his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign a
registration statement on Form S-3, and any or all amendments thereto (including
post-effective amendments), to be filed by Hudson Foods, Inc. with respect to
the offer and sale of shares of Class A common stock, $.01 par value, and to
file same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully for all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute(s) may lawfully do or cause to be done by virtue hereof.
Date: May 11, 1995
/s/ Jerry L. Hitt
- --------------------------
Jerry L. Hitt
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Charles B. Jurgensmeyer and/or Tommy D. Reynolds his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign a
registration statement on Form S-3, and any or all amendments thereto (including
post-effective amendments), to be filed by Hudson Foods, Inc. with respect to
the offer and sale of shares of Class A common stock, $.01 par value, and to
file same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully for all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute(s) may lawfully do or cause to be done by virtue hereof.
Date: May 11, 1995
/s/ Kenneth N. May
- ----------------------------
Kenneth N. May
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Charles B. Jurgensmeyer and/or Tommy D. Reynolds his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign a
registration statement on Form S-3, and any or all amendments thereto (including
post-effective amendments), to be filed by Hudson Foods, Inc. with respect to
the offer and sale of shares of Class A common stock, $.01 par value, and to
file same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully for all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute(s) may lawfully do or cause to be done by virtue hereof.
Date: May 11, 1995
/s/ Jane M. Helmich
- ---------------------------
Jane M. Helmich
Director
