The recently announced acquisition of IBP is going to transform Tyson Foods, Inc. (NYSE: TSN) into the preeminent protein provider going forward and immediately provide Tyson with the scale and management expertise needed to continue to lead the industry, Tyson chairman, president and chief executive officer, John Tyson, told shareholders at the company’s Annual Shareholder’s Meeting on Friday (12 January) at the Walton Arts Center in Fayetteville, AR.
Talking about last year’s financial performance, Mr. Tyson said, “Despite a tough year, I am very pleased with our results. We were able to reduce inventory by 138 million pounds, pay down debt by $262 million and buy back $69 million of our stock.” Tyson went on to speak about the pending acquisition of IBP, calling it a “point-in-time” opportunity. “As the largest meat producer in the U.S., the new Tyson will be able to more effectively serve a consolidating marketplace. It is our vision that we can take the expertise we have in category management and help our customers manage the entire meat case, not just a sub-set, and focus on complimentary activities that grow consumption rather than competitive activities that stifle it.”
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Steve Hankins, chief financial officer, provided a review of the past year’s financials and Greg Lee, chief operating officer, talked about the operational efficiencies achieved during the year, as well as the success realized on strategic initiatives regarding supply chain and the upgrading of non-prime pounds, set forth last year. Mr. Lee also spoke about the success of the Brand building activities undertaken by Tyson during the year.
Included in the formal business of the meeting, the company announced that the nominees for election to the Board of Directors, as set forth in the company’s Proxy Statement, were elected. Elected to the Board for the upcoming year were Don Tyson, John Tyson, Joe F. Starr, Leland E. Tollett, Shelby Massey, Barbara Tyson, Lloyd Hackley, Donald E. Wray, Gerald M. Johnston, Jim Kever, David Jones and Barbara Allen. Mr. Tyson thanked Neely Cassady and Fred Vorsanger, both long-term board members who retired, for their years of dedicated service. Mr. Tyson also announced that Robert L. Peterson, chairman and chief executive officer of IBP, and Richard L. Bond, president and chief operating officer of IBP, will be joining the Board of Directors once the acquisition of IBP is completed.
A shareholder proposal by the General Board of Pension and Health Benefits of the United Methodist Church was defeated by proxy vote of the shareholders. A company proposal to approve the 2000 Stock Incentive Plan was passed.
As is customary, a portion of this year’s meeting was focused on the recognition of Tyson team members who have made a positive difference in the past year in their operations and in their communities. [note: for lists of specific honorees visit the Tyson Web site http://www.tyson.com/]
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By GlobalDataThe meeting celebrated safety among the company’s manufacturing and distribution operations by commending team members who contributed to the achievement of a company wide lost-workday accident rate that is significantly lower than that of all manufacturing industries combined. Tyson chairman John Tyson presented the Excellence in Safety Awards to facilities within the company that achieved the best overall safety records within their respective operating categories.
John Tyson also recognized the team members and management of eighteen facilities that had achieved more than one million consecutive work hours in 2000 without a lost-workday accident.
According to Tyson, “Safety is our number one goal. If our people aren’t working in a safety conscious environment, nothing else we do as company matters. Effective team member safety and health programs make good business sense. That’s what you do — you take care of your people.”
Tyson then presented the five national winners of Tyson’s Poultry Environmental Awards, which recognized Tyson poultry growers who were judged to have exemplary environmental stewardship and promoted sound conservation practices.
Finally, John Tyson recognized Tyson Heroes, people from all areas of the company who have gone above and beyond the call of duty in providing inspiration for their fellow team members and making a difference in their communities. Their actions ranged from volunteering in their communities, to helping underprivileged children, to saving lives.
For further information, contact Ed Nicholson, director of media and community relations at (501) 290-4591, or Louis Gottsponer, director of investor relations at (501) 290-4826.
About Tyson Foods, Inc.
Tyson Foods, Inc., headquartered in Springdale, Ark., is the world’s largest fully integrated producer, processor and marketer of chicken and chicken-based convenience foods, with 68,000 team members and 7,400 contract growers in 100 communities. Tyson has operations in 18 states and 15 countries and exports to 73 countries worldwide. Tyson is the recognized market leader in almost every retail and foodservice market it serves. Through its Cobb-Vantress subsidiary, Tyson is also a leading chicken breeding stock supplier. In addition, Tyson is the nation’s second largest maker of corn and flour tortillas under the Mexican Original® brand, as well as a leading provider of live swine.
Forward Looking Statements.
Certain statements contained in this communication are “forward-looking statements”, such as statements relating to future events and financial performance and the proposed Tyson acquisition of IBP. These forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. Among the factors that may cause actual results to differ materially from those expressed in, or implied by, the statements are the following: (i) the risk that Tyson and IBP will not successfully integrate their combined operations; (ii) the risk that Tyson and IBP will not realize estimated synergies; (iii) unknown costs relating to the proposed transaction; (iv) risks associated with the availability and costs of financing, including cost increases due to rising interest rates; (v) fluctuations in the cost and availability of raw materials, such as feed grain costs; (vi) changes in the availability and relative costs of labor and contract growers; (vii) market conditions for finished products, including the supply and pricing of alternative proteins; (viii) effectiveness of advertising and marketing programs; (ix) changes in regulations and laws, including changes in accounting standards, environmental laws, and occupational, health and safety laws; (x) access to foreign markets together with foreign economic conditions, including currency fluctuations; (xi) the effect of, or changes in, general economic conditions; and (xii) adverse results from on-going litigation. Tyson undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
IMPORTANT INFORMATION
LASSO ACQUISITION CORPORATION (“LASSO”), A WHOLLY OWNED SUBSIDIARY OF TYSON FOODS, INC. (“TYSON”) IS COMMENCING AN OFFER FOR UP TO 50.1% OF THE OUTSTANDING SHARES OF COMMON STOCK, OF IBP, INC (“IBP”) AT $30.00 NET PER SHARE TO SELLER IN CASH. THE OFFER CURRENTLY IS SCHEDULED TO EXPIRE AT 12:00 MIDNIGHT, EASTERN STANDARD TIME, ON TUESDAY, JANUARY 16, 2001, UNLESS EXTENDED BY LASSO IN ITS DISCRETION. TYSON’S OFFER IS BEING MADE ONLY BY WAY OF AN OFFER TO PURCHASE AND RELATED LETTER OF TRANSMITTAL AND ANY AMENDMENTS OR SUPPLEMENTS THERETO AND IS BEING MADE TO ALL HOLDERS OF IBP’S SHARES. MORE DETAILED INFORMATION PERTAINING TO TYSON’S OFFER AND THE PROPOSED MERGER WILL BE SET FORTH IN APPROPRIATE FILINGS TO BE MADE WITH THE SEC, IF AND WHEN MADE. SHAREHOLDERS ARE URGED TO READ ANY RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SHAREHOLDERS WILL BE ABLE TO OBTAIN A FREE COPY OF ANY FILINGS CONTAINING INFORMATION ABOUT TYSON, LASSO AND IBP, WITHOUT CHARGE, AT THE SEC’S INTERNET SITE (HTTP://WWW.SEC.GOV). COPIES OF ANY FILINGS CONTAINING INFORMATION ABOUT TYSON CAN ALSO BE OBTAINED, WITHOUT CHARGE, BY DIRECTING A REQUEST TO TYSON FOODS, INC., 2210 WEST OAKLAWN DRIVE, SPRINGDALE, ARKANSAS 72762-6999, ATTENTION: OFFICE OF THE CORPORATE SECRETARY (501) 290-4000.
Tyson and certain other persons named below may be deemed to be participants in the solicitation of proxies. The participants in this solicitation may include the directors and executive officers of Tyson. A detailed list of the names of Tyson’s directors and officers is contained in Tyson’s proxy statement for its 2001 annual meeting, which may be obtained without charge at the SEC’s Internet site (http://www.sec.gov) or by directing a request to Tyson at the address provided above.
As of the date of this communication, none of the foregoing participants, individually beneficially owns in excess of 5% of IBP’s common stock. Except as disclosed above and in Tyson’s proxy statement for its 2001 annual meeting and other documents filed with the SEC, to the knowledge of Tyson, none of the directors or executive officers of Tyson has any material interest, direct or indirect, by security holdings or otherwise, in Tyson or IBP.
This communication is not an offer to purchase shares of IBP, nor is it an offer to sell shares of Tyson Class A common stock which may be issued in any proposed merger with IBP or exchange offer for IBP shares. Any issuance of Tyson Class A common stock in any proposed merger with IBP or exchange offer for IBP shares would have to be registered under the Securities Act of 1933, as amended, and such Tyson stock would be offered only by means of a prospectus complying with the Act.
