UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 30, 1996
______________
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from_________________to__________________
Commission File Number 0-3400
TYSON FOODS, INC.
(Exact name of registrant as specified in its charter)
Delaware 71-0225165
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2210 West Oaklawn Drive, Springdale, Arkansas 72762-6999
(Address of principal executive offices and zip code)
(501) 290-4000
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
___ ___
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding March 30, 1996
____________________________________ __________________________
Class A Common Stock, $.10 Par Value 76,490,768 Shares
Class B Common Stock, $.10 Par Value 68,454,388 Shares
Page 1
TYSON FOODS, INC.
INDEX
PAGE
____
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Balance Sheets
March 30, 1996 and September 30, 1995 3-4
Consolidated Condensed Statements of Income
for the Three Months and Six Months Ended
March 30, 1996 and April 1, 1995 5
Consolidated Condensed Statements of Cash Flows
for the Six Months Ended March 30, 1996 and
April 1, 1995 6
Notes to Consolidated Condensed Financial Statements 7-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14-15
SIGNATURES 16
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
TYSON FOODS, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(In millions)
(Unaudited)
March 30, September 30,
ASSETS 1996 1995
_______________________________________ __________ ____________
Current Assets:
Cash and cash equivalents $ 33.2 $ 33.1
Accounts receivable 555.7 494.7
Inventories:
Finished and work-in-process 516.2 417.6
Live poultry and hogs 349.3 321.0
Seafood related products 79.1 75.1
Hatchery eggs and feed 67.0 58.6
Supplies 78.4 77.1
________ ________
Total inventories 1,090.0 949.4
Other current assets 36.2 42.6
________ ________
Total Current Assets 1,715.1 1,519.8
Net Property, Plant, and Equipment 2,011.0 2,013.5
Excess of Investments over Net Assets Acquired 796.7 808.1
Investments and Other Assets 101.1 102.9
________ ________
Total Assets $4,623.9 $4,444.3
======== ========
The accompanying notes are an integral part of these financial statements.
3
TYSON FOODS, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(In millions except per share data)
(Unaudited)
March 30, September 30,
LIABILITIES AND SHAREHOLDERS' EQUITY 1996 1995
_______________________________________ _________ ____________
Current Liabilities:
Notes payable $ 51.2 $ 95.2
Current portion of long-term debt 218.2 269.0
Trade accounts payable 276.2 274.7
Other accrued liabilities 224.7 226.9
________ ________
Total Current Liabilities 770.3 865.8
Long-Term Debt 1,853.4 1,620.5
Deferred Income Taxes 473.5 479.7
Other Liabilities 8.3 10.6
Shareholders' Equity:
Common stock ($.10 par value):
Class A-Authorized 900 shares;
issued 79.7 shares at
3-30-96 and 9-30-95 8.0 8.0
Class B-Authorized 900 shares;
issued 68.5 shares at
3-30-96 and 9-30-95 6.8 6.8
Capital in excess of par value 375.4 377.9
Retained earnings 1,211.6 1,162.3
Currency translation adjustment (5.1) (5.2)
________ ________
1,596.7 1,549.8
Less treasury stock, at cost-
3.2 shares at 3-30-96 and
3.4 shares at 9-30-95 75.6 79.2
Less unamortized deferred compensation 2.7 2.9
________ ________
Total Shareholders' Equity 1,518.4 1,467.7
________ ________
Total Liabilities and Shareholders' Equity $4,623.9 $4,444.3
======== ========
The accompanying notes are an integral part of these financial statements.
4
TYSON FOODS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In millions except per share data)
(Unaudited)
Three Months Ended Six Months Ended
__________________ ________________
March 30, April 1, March 30, April 1,
1996 1995 1996 1995
_________ _______ ________ _______
Sales $1,587.7 $1,343.1 $3,134.5 $2,669.4
Cost of Sales 1,358.4 1,073.0 2,638.1 2,130.5
_______ _______ _______ _______
Gross Profit 229.3 270.1 496.4 538.9
Expenses:
Selling 140.1 119.2 269.3 236.2
General and administrative 27.1 28.8 52.7 59.4
Amortization 6.9 6.4 13.8 12.9
_______ _______ _______ _______
Operating Income 55.2 115.7 160.6 230.4
Other Expense (Income):
Interest 33.1 28.1 68.1 53.5
Foreign currency exchange (1.7) 14.1 9.0 19.9
Other .3 1.2 (2.8) 1.8
_______ _______ _______ _______
Income Before Taxes on Income
and Minority Interest 23.5 72.3 86.3 155.2
Provision for Income Taxes 8.7 27.4 31.9 59.4
Minority Interest in Net Loss(Income)
of Consolidated Subsidiary (.4) 5.6 3.3 6.9
_______ _______ _______ _______
Net Income $ 14.4 $ 50.5 $ 57.7 $ 102.7
======= ======= ======= =======
Average Shares Outstanding 145.3 145.0 145.3 145.0
===== ===== ===== =====
Earnings Per Share $0.10 $0.35 $0.40 $0.71
===== ===== ===== =====
Cash Dividends Per Share:
Class A $0.0300 $0.0200 $0.0600 $0.0400
======= ======= ======= =======
Class B $0.0270 $0.0167 $0.0540 $0.0334
======= ======= ======= =======
The accompanying notes are an integral part of these financial statements.
5
TYSON FOODS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
Six Months Ended
_________________
March 30, April 1,
1996 1995
_________ ________
Cash Flows from Operating Activities:
Net income $ 57.7 $ 102.7
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation 106.0 86.3
Amortization 13.8 12.9
Deferred income taxes (6.2) 3.7
Foreign currency exchange loss 9.0 19.9
Minority interest (3.3) (6.9)
Loss on dispositions of property and equipment 1.4 3.4
Decrease in accounts receivable (62.6) 1.9
Increase in inventories (142.4) (74.0)
Decrease in trade accounts payable (1.8) (29.2)
Net change in other current assets and
liabilities 6.2 1.3
______ ______
Cash Provided by Operating Activities (22.2) 122.0
Cash Flows from Investing Activities:
Additions to property, plant and equipment (119.1) (181.5)
Proceeds from sale of property, plant and
equipment 5.5 6.2
Net change in other assets and liabilities 3.5 (15.6)
______ ______
Cash Used for Investing Activities (110.1) (190.9)
Cash Flows from Financing Activities:
Net change in notes payable (44.0) 19.4
Proceeds from long-term debt 489.3 122.3
Repayments of long-term debt (305.7) (25.7)
Purchase of treasury shares (1.3) (26.9)
Other (6.4) (2.5)
______ ______
Cash Provided by (Used for) Financing Activities 131.9 86.6
Effect of Exchange Rate Change on Cash .5 (5.0)
______ ______
Increase (Decrease) in Cash and Cash Equivalents .1 12.7
Cash and Cash Equivalents at Beginning of Period 33.1 27.0
______ ______
Cash and Cash Equivalents at End of Period $33.2 $39.7
===== =====
Supplemental Cash Flow Information
Cash paid during the period for:
Interest $64.2 $51.9
Income taxes $39.4 $54.6
The accompanying notes are an integral part of these financial statements.
6
TYSON FOODS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. Accounting Policies
The consolidated condensed financial statements have been prepared by Tyson
Foods, Inc. (the "Company"), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information
and accounting policies and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules
and regulations. Although the management of the Company believes that the
disclosures are adequate to make the information presented not misleading,
these consolidated condensed financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's latest annual report for the fiscal year ended
September 30, 1995. The preparation of consolidated condensed financial
statements requires management to make estimates and assumptions.
These estimates and assumptions affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the consolidated financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could
differ from those estimates. In the opinion of the management of the
Company, the accompanying consolidated condensed financial statements
contain all adjustments, consisting of normal recurring accruals necessary
to present fairly the financial position as of March 30, 1996 and September
30, 1995, the results of operations for the three months and six months
ended March 30, 1996 and April 1, 1995 and cash flows for the six months
ended March 30, 1996 and April 1, 1995. The results of operations for the
three months and six months ended March 30, 1996 and April 1, 1995, and
cash flows for the six months ended March 30, 1996 and April 1, 1995, are
not necessarily indicative of the results to be expected for the full year.
Certain amounts in the April 1, 1995 consolidated condensed financial
statements have been reclassified to conform with the March 30, 1996
presentation.
The Notes to Consolidated Financial Statements for the year ended September
30, 1995, reflect the significant accounting policies, debt provisions,
borrowing arrangements, dividend restrictions, contingencies and
commitments of the Company. There were no material changes in such items
during the six months ended March 30, 1996, except as disclosed below.
2. Change in Accounting Principle
Effective October 1, 1995, the Company adopted Statement of Financial
Accounting Standards No. 121 (SFAS No. 121), "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed Of." Under
SFAS No. 121, impairment losses are recognized when information indicates
the carrying amount of long-lived assets, identifiable intangibles and
goodwill related to those assets will not be recovered through future
operations or sale. Impairment losses for assets to be held or used in
operations will be based on the excess of the carrying amount of the asset
over the asset's fair value. Assets held for disposal, except for
discontinued operations, will be carried at the lower of carrying amount or
fair value less cost to sell. The effect of adopting SFAS No. 121 was not
material.
7
TYSON FOODS, INC.
3. Stock-Based Compensation
The Company currently accounts for its stock-based compensation plans using
the provisions of Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees"(APB 25).
In October 1995, the FASB issued Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation"(SFAS 123).
Under the provisions of SFAS 123, companies can elect to account for stock-
based compensation plans using a fair-value-based method or continue
measuring compensation expense for those plans using the intrinsic value
method prescribed in APB 25. SFAS 123 requires that companies electing to
continue using the intrinsic value method must make pro forma disclosures
of net income and earnings per share in its annual report as if the fair-
value-based method of accounting had been applied. SFAS 123 will be
effective for the Company's fiscal year ending September 1997. The Company
intends to continue to account for stock-based compensation using the
intrinsic value method, and accordingly, this pronouncement will not have
an effect on the Company's financial position or results of operations.
8
TYSON FOODS, INC.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
FINANCIAL CONDITION
For the six months ended March 30, 1996, net cash totaling $22.2 million
was used for all operating activities. Operations provided $178.5 million
in cash offset by $200.7 million used for net changes in receivables,
inventories, payables and other items. Accounts receivable have increased
from 1995 fiscal year-end due to increased export sales and an increase in
total sales. Finished inventories have increased from 1995 fiscal year-end
due to increased grain costs, more volume from expansion and other general
inventory increases.
Financing activities provided net cash of $131.9 million, mainly due to
additional debt borrowings during the first six months of fiscal 1996. The
Company primarily used funds generated from financing activities to fund
$119.1 million of property, plant and equipment additions. The expenditures
for property, plant and equipment were related to acquiring new equipment
and upgrading facilities in order to maintain competitive standing and
position the Company for future opportunities. Additionally, the Company
makes a continuing effort to increase efficiencies, reduce overall cost and
meet or exceed environmental standards.
At March 30, 1996, working capital was $944.8 million compared to $654
million at 1995 fiscal year-end, an increase of $290.8 million. The current
ratio at March 30, 1996 was 2.2 to 1 compared to 1.8 to 1 at September 30,
1995. Working capital and the current ratio have increased since year-end
primarily due to increases in accounts receivable and inventories and a
decrease in notes payable and current portion of long-term debt. The
Company's foreseeable cash needs for operations and capital expenditures
will continue to be met through cash flows from operations and borrowings
supported by existing credit facilities as well as additional credit
facilities which the Company believes are available. Long-term debt has
increased $232.9 million since September 30, 1995. At March 30, 1996, long-
term debt was 55% of total capitalization compared to 52.5% at September
30, 1995.
The Company has unsecured revolving credit facilities totaling $1.5 billion
which supports the Company's commercial paper program. The $1 billion
facility expires in May 2000. At March 30, 1996, $1 billion was outstanding
under this facility consisting of $780 million in commercial paper and $220
million drawn under the revolver. The $500 million facility expires in May
1996. At March 30, 1996, the Company had $363.1 million available under
this revolving credit facility. Additional outstanding long-term debt at
March 30, 1996, consisted of $348.2 million of public debt, $297.7 million
of institutional notes, $35 million of bank notes and $172.5 million of
other indebtedness.
9
TYSON FOODS, INC.
RESULTS OF OPERATIONS
Record high grain prices had a significant impact on our second quarter
earnings. Additionally, earnings were impacted by the oversupply of all
meats on the market and the recent uncertainty about sales of chicken to
Russia.
Sales for the second quarter of fiscal 1996 increased 18.2% over the same
quarter of fiscal 1995. This increase was largely due to an increase in
consumer poultry sales which increased fiscal 1996 second quarter total
sales by 17.6%. The tonnage volume of consumer poultry sales increased
28.3% offset slightly by a decrease in average sales prices of 3.5%. The
decrease in average sales prices for consumer poultry is mainly due to the
acquisition in September 1995 of two poultry operations which changed the
overall product mix toward more lower priced products.
Beef and pork sales decreased fiscal 1996 second quarter total sales by
3.9% compared to the same quarter of fiscal 1995. The decrease in beef and
pork sales was due to a 55.7% decrease in tonnage partially offset by a
31.6% increase in average sales prices. The decrease in tonnage is mainly
due to the sale in the fourth quarter of fiscal 1995 of the Company's swine
slaughter facility. In addition, the sale of this swine slaughter facility
eliminated lower priced fresh pork from the product mix which accounts for
the significant increase in average sales prices. On April 24, 1996, the
Company announced its intention to sell its beef further-processing
operations with plants in Texas and Iowa, as well as its pork further-
processing facility in Holland, Michigan. (See Part II. Item 5. Other
Information.)
Sales of Mexican food-based products and prepared foods as a group
decreased fiscal 1996 second quarter total sales by 0.1%. This decrease was
primarily due to a 4.3% decrease in average sales prices as well as a
change in product mix, partially offset by a 2.4% increase in tonnage.
Seafood sales increased fiscal 1996 second quarter total sales 0.7% due to
a 20.3% increase in tonnage offset by a 5.7% decrease in average sales
prices. The increase in seafood tonnage is mainly due to acquisitions at
the end of the third quarter of fiscal 1995. The seafood operations
continue to be affected by reduced quotas and other regulations which limit
its source of supply. Second quarter sales of live swine, animal foods, by-
products, and other as a group increased fiscal 1996 second quarter total
sales by 3.9% compared to the same quarter of last fiscal year.
Sales for the first six months of fiscal 1996 increased 17.4% over the same
period of fiscal 1995. This increase was largely due to an increase in
consumer poultry sales which increased fiscal 1996 first six months total
sales by 17.0%. The tonnage volume of consumer poultry sales increased
29.4% offset somewhat by a decrease in average sales prices of 5.2%. The
decrease in average sales prices for consumer poultry is mainly due to the
acquisitions in September 1995 of two poultry operations which changed the
overall product mix toward more lower priced products. Another contributing
factor to the decrease in average sales prices for consumer poultry was the
devaluation of the Mexican peso, which substantially lowered average sales
prices of the Company's Mexican poultry subsidiary, Trasgo S.A. de C.V.
("Trasgo").
10
TYSON FOODS, INC.
Beef and pork sales decreased fiscal 1996 first six months total sales by
3.9% compared to the same period of fiscal 1995. The decrease in beef and
pork sales was due to a 54.6% decrease in tonnage partially offset by a
35.1% increase in average sales prices. The decrease in tonnage is mainly
due to the sale in the fourth quarter of fiscal 1995 of the Company's swine
slaughter facility. In addition, the sale of this swine slaughter facility
eliminated lower priced fresh pork from the product mix which accounts for
the significant increase in average sales prices.
Sales of Mexican food-based products and prepared foods as a group
decreased fiscal 1996 first six months total sales by 0.1%. This decrease
was primarily due to a 3.5% decrease in average sales prices as well as a
change in product mix, partially offset by a 2.0% increase in tonnage.
Seafood sales increased fiscal 1996 first six months total sales 0.6% due
to a 15.8% increase in tonnage partially offset by a 1.8% decrease in
average sales prices. The increase in seafood tonnage is mainly due to
acquisitions at the end of the third quarter of fiscal 1995. Sales of live
swine, animal foods, by-products, and other as a group increased fiscal
1996 first six months total sales by 3.8% compared to the same period of
last year.
The increase in cost of goods sold of 26.6% for the second quarter of
fiscal 1996 compared to the same quarter of fiscal 1995 was mainly the
result of a significant increase in the cost of grain used in the Company's
operations. Increases in the cost of ingredients used in feed for poultry
and swine and the ingredients used in Mexican food-based operations are
estimated to have increased cost of sales by $98 million during the second
quarter of fiscal 1996. Higher ingredient costs are anticipated to continue
for a period of time and the effect on the Company's cost of sales will
continue to be significant as these costs pass through inventories. The
impact of high ingredient costs on the Company's operations is difficult to
predict and is dependent upon various factors in the commodity grain market
as well as the market for finished products. The Company's emphasis on
adding value to its products through further-processing helps to offset a
portion of the impact of increased ingredient costs. Further, the Company
is making an effort to recover a portion of increased grain costs through
increased sales prices. However, because of the current excess supply of
poultry and alternative red meats in the market place there can be no
assurance that such costs can be passed on to the consumer in the future
through higher sales prices. As a percent of sales, cost of sales was 85.6%
for the second quarter of fiscal 1996 compared to 79.9% in the second
quarter of fiscal 1995.
The increase in cost of goods sold of 23.8% for the first six months of
fiscal 1996 compared to the same period of fiscal 1995 was mainly the
result of the increase in sales and a significant increase in the cost of
grain used in the Company's operations. As a percent of sales, cost of
sales was 84.2% for the first six months of fiscal 1996 compared to 79.8%
in the same period of fiscal 1995.
Operating expenses increased 12.8% for the second quarter of fiscal 1996
over the same quarter of fiscal 1995. While selling expense has increased
as sales volume has increased, selling expense as a percent of sales
decreased to 8.8% for the second quarter of fiscal 1996 as compared to 8.9%
for the second quarter of fiscal 1995. General and administrative expense,
11
TYSON FOODS, INC.
as a percent of sales, was 1.7% in the second quarter of fiscal 1996
compared to 2.1% in the same period last year. The reduction in general and
administrative expense was primarily the result of a decrease in legal
costs and various cost reduction initiatives instituted by management.
Amortization expense was 0.4% of sales in the second quarter of fiscal 1996
compared to 0.5% of sales in the second quarter of fiscal 1995.
Operating expenses increased 8.8% for the first six months of fiscal 1996
over the same period of fiscal 1995. Selling expense as a percent of sales
decreased to 8.6% for the first six months of fiscal 1996 as compared to
8.8% for the same period of fiscal 1995. General and administrative
expense, as a percent of sales, was 1.7% in the first six months of fiscal
1996 compared to 2.2% in the same period last year. Amortization expense
was 0.4% of sales in the first six months of fiscal 1996 compared to 0.5%
of sales in the same period of fiscal 1995.
Interest expense increased 17.8% in the second quarter of fiscal 1996
compared to the same quarter of fiscal 1995. The Company had a higher level
of borrowing, mainly to fund acquisitions, which increased the Company's
average indebtedness by 37.5% over the same period last year. The Company's
short-term interest rates were approximately 9.6% lower than the same
period last year, which lowered the weighted average interest rate of all
Company debt to 7.2% compared to 7.9% for the same period last year.
Interest expense increased 27.3% in the first six months of fiscal 1996
compared to the same period of fiscal 1995. The Company had a higher level
of borrowing with the Company's average indebtedness increasing by 35% over
the same period last year. The Company's short-term interest rates were
approximately 3.7% higher than the same period last year, however the
weighted average interest rate of all Company debt decreased to 7.3%
compared to 7.5% for the same period last year.
The effective income tax rate for the second quarter and first six months
of fiscal 1996 was 37%, compared to 37.9% and 38.3% in the same periods of
fiscal 1995. In addition to reduced state income taxes, the tax rate was
impacted by an adjustment to the liability for deferred income taxes to
reflect the Company's current assessment of tax contingencies provided for
in prior years.
Trasgo's results of operations for the second quarter increased the
Company's consolidated net income by $0.4 million. The devaluation of the
Mexican peso adversely affected Trasgo's first six months of fiscal 1996
operating results. The Company's share of Trasgo's net loss for the first
six months of fiscal 1996 reduced the Company's consolidated net income by
$3.3 million ($0.02 per share). Management cannot predict the effect of
exchange rates on Trasgo's future operating results.
ENVIRONMENTAL MATTERS
The Company has a strong financial commitment to environmental matters.
During the first six months of fiscal 1996 the Company invested
approximately $22 million in water quality facilities, including capital
outlays of $3 million to build and upgrade facilities, and $19 million for
day-to-day operations of waste-water facilities.
12
TYSON FOODS, INC.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On April 13, 1995, a purported shareholder's derivative action (the
"Action") was filed by a single shareholder on the Company's behalf in the
Court of Chancery of Delaware against the directors and principal
shareholders of the Company. The Action alleges that such persons breached
their fiduciary duties to the Company as a result of their approval and/or
participation in certain transactions in fiscal year 1994 between the
Company and various officers and directors or their affiliates, including
certain lease, poultry supply, poultry grow-out, wastewater treatment and
research and development service arrangements (such transactions being more
fully described under the caption "Certain Transactions" in the Company's
Proxy Statement for its 1995 Annual Meeting). Additionally, the Action
alleges that the compensation and expense reimbursements paid to the
Company's Senior Chairman in fiscal year 1994, and the expense
reimbursements paid to him in fiscal year 1993, were excessive. The Action
seeks various remedies, including (i) voiding of the challenged
transactions and an accounting of profits derived therefrom, (ii) damages
resulting from the challenged transactions and (iii) costs, expenses and
attorney fees. The Company is named as a nominal defendant in the Action,
but no claim has been asserted against it.
On May 10, 1995, the defendants filed a Motion to Dismiss the Action
claiming failure by the plaintiff to (i) make a pre-suit demand for action
by the directors of the Company, (ii) obtain personal jurisdiction over
certain shareholder defendants and (iii) state a claim upon which relief
can be granted. On July 6, 1995, the Court of Chancery entered a stipulated
order dismissing the Action without prejudice as to certain of the non-
director defendants. The Motion to Dismiss as to the remaining defendants
is currently pending before the Court of Chancery. By Stipulation Order of
said Court dated October 18, 1995, and pursuant to agreement of the
parties, said Motion to Dismiss is being held in abeyance while settlement
discussions occur.
Since the Action purports to be a shareholder's derivative suit, any
recovery (except attorneys fees or other costs and expenses, if allowed)
would not be paid to the plaintiff, but rather would be paid directly to
the Company. The Company has undertaken to advance certain expenses of the
director defendants and, if applicable, may be required to satisfy certain
indemnification obligations with respect to such individuals. However,
Management does not believe that the Action or such indemnification
obligations will have a material adverse effect on the Company's financial
position or results of operations.
Item 2. Changes in Securities
Not Applicable
Item 3. Defaults Upon Senior Securities
Not Applicable
13
TYSON FOODS, INC.
Item 4. Submission of Matters to a Vote of Security Holders
The following directors were elected at the annual shareholders' meeting
held January 12, 1996:
DIRECTORS VOTES FOR VOTES WITHHELD
_________ _________ ______________
Neely Cassady 745,266,220 715,169
Lloyd V. Hackley 745,244,495 736,894
Shelby Massey 745,243,285 738,104
Joe F. Starr 745,286,431 694,958
Leland Tollett 745,288,650 692,739
Barbara Tyson 745,286,949 694,440
Don Tyson 745,287,620 693,769
John H. Tyson 745,277,609 703,780
Fred S. Vorsanger 745,262,065 719,324
Donald E. Wray 745,291,379 690,010
No other items were voted upon at the annual shareholders' meeting or
during the quarter ended March 30, 1996.
Item 5. Other Information
On April 24, 1996, the Company announced its intention to sell its beef and
pork further-processing operations. The beef further-processing operations
include four plants located in Harlingen, Texas; Garland, Texas; Sioux
Center, Iowa and Orange City, Iowa. The pork further-processing operations
include one plant located in Holland, Michigan. The investment banking firm
of CS First Boston Corporation was retained as financial advisor to assist
the Company in pursuing the sale of these operations. To date no agreement
has been reached for the sale of these operations and there can be no
assurance if and when a sale will be consummated.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
The exhibits filed with this report are listed in the exhibit index at the
end of this Item 6.
(b) Reports on Form 8-K:
There were no reports filed on Form 8-K during the quarter ended
March 30, 1996.
14
TYSON FOODS, INC.
EXHIBIT INDEX
The following exhibits are filed with this report.
Exhibit No. Page
___________ ____
3(a) Certificate of Incorporation of the Company as amended
(previously filed as Exhibit 3(a) to the Company's
Registration Statement on Form S-4 filed with the
Commission on July 8, 1992, Commission File No. 33-49368,
and incorporated herein by reference).
3(b) Amended and Restated Bylaws of the Company (previously
filed as Exhibit 3(a) to the Company's Annual Report
on Form 10-K for the fiscal year ended October 1, 1994,
Commission File No. 0-3400, and incorporated herein by
reference).
10(a) Retirement Savings Plan of Tyson Foods, Inc. qualified 17-81
under Section 401(k) of the Internal Revenue Code of
1986, as amended, originally effective as of
October 3, 1987, as amended and restated through
January 1, 1993; and Amendment Nos. 1-5 thereto.
10(b) Profit Sharing Plan and Trust of Tyson Foods, Inc., 82-107
as amended and restated through April 1, 1993;
Amendment No. 1 thereto, effective April 1, 1995;
and terminating resolution, effective March 31, 1996.
10(c) Tyson Foods, Inc. Employee Stock Ownership Plan, as 108-138
amended and restated through April 1, 1993; and
terminating resolution, effective March 31, 1996.
10(d) Tyson Foods, Inc. Employee Stock Purchase Plan, as 139-151
amended and restated through April 1, 1993; and
Amendment Nos. 1 and 2 thereto, effective
April 1, 1996.
10(e) Executive Savings Plan of Tyson Foods, Inc. 152-166
effective April 1, 1991; and Amendment No. 1
thereto, effective April 1, 1996.
11 Statement Regarding Computation of Per Share Earnings 167-168
27 Financial Data Schedule
15
TYSON FOODS, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TYSON FOODS, INC.
Date: May 13, 1996 /s/ Gerald Johnston
____________ ________________________
Gerald Johnston
Executive Vice President,
Finance
Date: May 13, 1996 /s/ James G. Ennis
____________ __________________
James G. Ennis
Corporate Controller
16