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 June 28, 1997
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 June 28, 1997
- ------------------------------------ -------------------------
Class A Common Stock, $.10 Par Value 112,807,465 Shares
Class B Common Stock, $.10 Par Value 102,670,113 Shares
Page 1
TYSON FOODS, INC.
INDEX
PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Balance Sheets
June 28, 1997 and September 28, 1996 3
Consolidated Condensed Statements of Income
for the Three Months and Nine Months Ended
June 28, 1997 and June 29, 1996 4
Consolidated Condensed Statements of Cash Flows
for the Nine Months Ended June 28, 1997
and June 29, 1996 5
Notes to Consolidated Condensed Financial Statements 6-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13-14
SIGNATURES 15
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
TYSON FOODS, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(In millions except per share amounts)
(Unaudited)
June 28, 1997 September 28, 1996
ASSETS
Current Assets:
Cash and cash equivalents $ 37.8 $ 36.6
Accounts receivable 539.4 547.1
Inventories 999.8 1,027.4
Assets held for sale 17.4 155.5
Other current assets 24.6 43.7
_______ _______
Total Current Assets 1,619.0 1,810.3
Net Property, Plant, and Equipment 1,911.0 1,869.2
Excess of Investments over Net Assets Acquired 714.2 731.5
Investments and Other Assets 175.9 133.1
________ ________
Total Assets $4,420.1 $4,544.1
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Notes payable $ 80.9 $ 39.5
Current portion of long-term debt 47.5 129.2
Trade accounts payable 280.0 269.7
Other accrued liabilities 297.4 247.4
_______ _______
Total Current Liabilities 705.8 685.8
Long-Term Debt 1,588.6 1,806.4
Deferred Income Taxes 484.7 495.6
Other Liabilities 15.6 14.6
Shareholders' Equity:
Common stock ($.10 par value):
Class A-Authorized 900 million shares;
issued 119.5 million shares at
6-28-97 and 9-28-96 12.0 8.0
Class B-Authorized 900 million shares;
issued 102.7 million shares at
6-28-97 and 9-28-96 10.3 6.8
Capital in excess of par value 375.2 375.4
Retained earnings 1,348.2 1,232.4
Currency translation adjustment (2.2) (2.8)
_______ _______
1,743.5 1,619.8
Less treasury stock, at cost-
6.7 million shares at 6-28-97 and
4.8 million shares at 9-28-96 115.6 75.4
Less unamortized deferred compensation 2.5 2.7
________ ________
Total Shareholders' Equity 1,625.4 1,541.7
________ ________
Total Liabilities and Shareholders' Equity $4,420.1 $4,544.1
======== ========
The accompanying notes are an integral part of these financial statements.
3
TYSON FOODS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In millions except per share data)
(Unaudited)
Three Months Ended Nine Months Ended
___________________ _________________
June 28, June 29, June 28, June 29,
1997 1996 1997 1996
________ ________ ________ ________
Sales $1,591.2 $1,628.2 $4,693.4 $4,762.7
Cost of Sales 1,323.2 1,398.9 3,914.8 4,037.0
________ ________ ________ ________
Gross Profit 268.0 229.3 778.6 725.7
Expenses:
Selling 136.1 141.0 386.4 410.3
General and administrative 25.1 25.0 73.9 77.7
Amortization 6.9 6.9 20.6 20.7
________ ________ ________ ________
Operating Income 99.9 56.4 297.7 217.0
Other Expense (Income):
Interest 28.1 32.9 83.2 101.0
Foreign currency exchange 9.0
Other 0.3 (39.4) (2.5)
________ ________ ________ ________
Income Before Taxes on Income
and Minority Interest 71.8 23.2 253.9 109.5
Provision for Income Taxes 26.6 8.6 115.9 40.5
Minority Interest in Net Loss
of Consolidated Subsidiary 3.3
________ ________ ________ ________
Net Income $ 45.2 $ 14.6 $ 138.0 $ 72.3
======== ======== ======== ========
Average Shares Outstanding 217.5 218.0 218.6 218.0
===== ===== ===== =====
Earnings Per Share $0.21 $0.07 $0.63 $0.33
===== ===== ===== =====
Cash Dividends Per Share:
Class A $0.0250 $0.0200 $0.0700 $0.0600
======= ======= ======= =======
Class B $0.0225 $0.0180 $0.0630 $0.0540
======= ======= ======= =======
The accompanying notes are an integral part of these financial statements.
4
TYSON FOODS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
Nine Months Ended
_________________
June 28, June 29,
1997 1996
_________ _________
Cash Flows from Operating Activities:
Net income $138.0 $72.3
Adjustments to reconcile net income to cash
provided by (used for) operating activities:
Depreciation 151.7 159.1
Amortization 20.6 20.7
Deferred income taxes (10.9) (2.5)
Foreign currency exchange loss 9.0
Minority interest (3.3)
(Gain)Loss on dispositions of assets (42.0) 3.2
(Increase)decrease in accounts receivable 7.7 (102.1)
(Increase)decrease in inventories 27.6 (128.3)
Increase in trade accounts payable 10.3 5.9
Net change in other current assets
and liabilities 68.2 8.9
_____ ______
Cash Provided by Operating Activities 371.2 42.9
Cash Flows from Investing Activities:
Additions to property, plant and equipment (219.4) (167.0)
Proceeds from sale of property, plant and equipment 206.6 8.9
Net change in other assets and liabilities (44.9) (27.0)
_____ ______
Cash Used for Investing Activities (57.7) (185.1)
Cash Flows from Financing Activities:
Net change in notes payable 41.4 (24.6)
Proceeds from long-term debt 102.4 489.3
Repayments of long-term debt (401.9) (325.2)
Purchase of treasury shares (41.6) (1.3)
Other (12.7) (12.0)
_____ ______
Cash Provided by (Used for) Financing Activities (312.4) 126.2
Effect of Exchange Rate Change on Cash 0.1 0.5
_____ ______
Increase(decrease) in Cash and Cash Equivalents 1.2 (15.5)
Cash and Cash Equivalents at Beginning of Period 36.6 33.1
______ ______
Cash and Cash Equivalents at End of Period $37.8 $17.6
====== ======
Supplemental Cash Flow Information
Cash paid during the period for:
Interest $108.0 $95.2
Income taxes $94.8 $40.9
The accompanying notes are an integral part of these financial statements.
5
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 28, 1996. 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 June 28, 1997 and
September 28, 1996 and the results of operations for the three months and
nine months ended June 28, 1997 and June 29, 1996, and cash flows for the
nine months ended June 28, 1997 and June 29, 1996. The results of
operations for the three months and nine months ended June 28, 1997 and
June 29, 1996, and cash flows for the nine months ended June 28, 1997 and
June 29, 1996, are not necessarily indicative of the results to be expected
for the full year.
The Notes to Consolidated Financial Statements for the fiscal year
ended September 28, 1996, 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 nine months ended June 28, 1997, except as disclosed in
notes below.
2. Common Stock Split
On January 10, 1997, the Company's Board of Directors authorized a three-
for-two stock split in the form of a stock dividend effective
February 15, 1997 for shareholders of record on February 1, 1997. All
references to numbers of shares, per share amounts and average shares
outstanding in the consolidated condensed financial statements have been
restated.
6
TYSON FOODS, INC.
3. Acquisitions
On August 1, 1997, the Company acquired Mallard's Food Products, Inc. for a
combination of Company Class A common stock and cash. See Part II Item 2
Changes in Securities.
4. Disposition of Assets
During 1996 the Company announced its intention to sell its beef and pork
further-processing operations in its effort to return to its core business.
On November 25, 1996, the Company sold its beef further-processing
operations, known as Gorges/Quik-to-Fix Foods, resulting in a pre-tax gain
of $41.0 million which has been recorded in other income. The Company is
still in the process of selling its pork further-processing plant in
Holland, Michigan and accordingly these assets have been classified as
current assets in the Consolidated Condensed Balance Sheets.
5. Inventories
Inventories, valued at the lower of cost (first-in, first-out) or market,
consist of the following:
(In millions)
June 28, September 28,
1997 1996
________ ____________
Finished and work-in-process $492.9 $481.1
Live poultry and hogs 350.9 362.2
Seafood related products 23.8 51.4
Hatchery eggs and feed 62.5 63.8
Supplies 69.7 68.9
______ ________
Total $999.8 $1,027.4
====== ========
6. Impact of Recently Issued Accounting Standards
In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, Earnings Per Share, which is required to be adopted on
December 31, 1997. At that time, the Company will be required to change the
method currently used to compute earnings per share and to restate all
prior periods. Under the new requirements, primary earnings per share will
be renamed basic earnings per share and will exclude the dilutive effect of
stock options. The impact of adopting Statement No. 128 will not change
primary earnings per share for the third quarters ended June 28, 1997 and
June 29, 1996. Primary earnings per share for the nine months ended
June 28, 1997 would increase to $0.64 and the nine months ended
June 29, 1996 would remain unchanged.
7
TYSON FOODS, INC.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
FINANCIAL CONDITION
For the nine months ended June 28, 1997, net cash totaling $371.2 million
was provided by all operating activities. Operations provided
$257.4 million in cash and $113.8 million was provided by net changes in
receivables, inventories, payables and other items. Additionally, the
Company used cash from operations and proceeds from the sale of the beef
division assets to pay down debt by $258.1 million and to fund $219.4
million of property, plant and equipment additions. The expenditures for
property, plant and equipment were related to acquiring new equipment,
upgrading facilities in order to maintain competitive standing and position
the Company for future opportunities.
At June 28, 1997, working capital was $913.2 million compared to
$1,124.5 million at 1996 fiscal year-end, a decrease of $211.3 million.
The current ratio at June 28, 1997 was 2.3 to 1 compared to 2.6 to 1 at
September 28, 1996. Working capital has decreased since year-end primarily
due to decreases in inventories and assets held for sale offset somewhat by
a decrease in the 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
decreased $217.8 million while total debt has decreased $258.1 million
since September 28, 1996. At June 28, 1997, total debt was 51.4% of total
capitalization compared to 56.2% at September 28, 1996.
The Company has two unsecured revolving credit agreements totaling
$1.25 billion which support the Company's commercial paper program. The
$1 billion facility expires in May 2002. At June 28, 1997, $776.4 million
was outstanding under the $1 billion facility consisting of $556.4 million
in commercial paper and $220.0 million drawn under the revolver. The
$250 million facility expires in May 1998. At June 28, 1997, all of the
$250 million facility was available. Additional outstanding long-term debt
at June 28, 1997 consisted of $348.6 million of public debt, $259.6 million
of institutional notes, $150.7 million in leveraged equipment loans and
$53.3 million of other indebtedness.
In January 1997, the Company re-instituted its stock repurchase program
which authorizes the purchase of up to 17 million shares (on a post-split
basis) of the Company's Class A common stock in open market or privately
negotiated transactions. The Company intends to utilize shares repurchased
under the program to fund benefit plans, increase treasury stock and offset
treasury stock issued pursuant to the acquisition of Mallard's Food
Products, Inc. (See Part II Item 2 Changes in Securities). No timetable has
been set for completion of the repurchase program. To date in fiscal 1997
the Company has purchased approximately 2.1 million shares in the open
market under the repurchase program.
8
TYSON FOODS, INC.
In 1996, the Company announced it was terminating the Tyson Foods, Inc.
Employee Stock Ownership Plan (the "ESOP") and the Tyson Foods, Inc. Profit
Sharing Plan and Trust (the "Profit Sharing Plan"), each of which holds
shares of the Company's Class A common stock. During the third quarter of
fiscal 1997, in addition to open market purchases, the Company purchased
281,269 shares from the ESOP participants. The purchase price of these
shares has been based upon their fair market value as quoted on the Nasdaq
National Market. In addition, the Company also anticipates purchasing
approximately 2.25 million shares of Class A common stock from the Profit
Sharing Plan prior to the end of the calendar year. The purchase price of
these shares will be based upon their fair market value as quoted on the
Nasdaq National Market.
RESULTS OF OPERATIONS
The Company has previously experienced intermittent disruptions in its
Russian markets and lower than expected prices for leg quarters and related
dark meat products. Although shipments to Russia are currently moving at
acceptable levels, such lower prices together with tariffs, custom
regulations and other increased costs associated with these exports have
diminished net returns. The Company is unable to predict when such returns
will improve. Further disruptions of shipments to or the temporary loss of
these markets could also result in inventory accumulations.
Sales for the third quarter of fiscal 1997 decreased 2.3% from the same
quarter of fiscal 1996. This decrease is largely attributable to the sale
of the Company's beef and pork further-processing operations during the
first quarter of fiscal 1997. Excluding sales related to these operations,
total sales for the third quarter of fiscal 1997 increased 2.4% over last
year's comparable sales for the same quarter. Consumer poultry sales
accounted for an increase of 2.2% of the total change in sales for the
third quarter of fiscal 1997 as compared to the same quarter of fiscal
1996. This increase was mainly due to a 2.5% increase in average sales
prices and a 0.3% increase in tonnage.
Mexican Original products and prepared foods sales as a group accounted for
an increase of 0.1% of the total change in sales for the third quarter of
fiscal 1997 as compared to the same quarter of fiscal 1996. This increase
was primarily due to a 2.3% increase in tonnage partially offset by a 0.1%
decrease in average sales prices. Seafood sales accounted for a decrease of
1.3% of the change in total sales for the third quarter of fiscal 1997 as
compared to the same quarter of fiscal 1996. This decrease was due to an
18.4% decrease in tonnage and a 9.0% decrease in average sales prices. The
seafood operations continue to be affected by the availability of some
species of fish as well as reduced pricing on some products and other
regulations which limit its source of supply. Sales of live swine, animal
foods, by-products, and other as a group accounted for an increase of 1.2%
of the change in total sales for the third quarter of fiscal 1997 as
compared to the same quarter of fiscal 1996.
Sales for the first nine months of fiscal 1997 decreased 1.5% from the same
period of fiscal 1996. This decrease is largely attributable to the sale of
the Company's beef and pork further-processing operations during the first
quarter of fiscal 1997 and the discontinuance of consolidation of Trasgo,
the Company's Mexican joint venture, at the end of the second quarter of
9
TYSON FOODS, INC.
fiscal 1996. Excluding sales related to these operations, total sales for
the first nine months of fiscal 1997 increased 5.0% over last year's
comparable sales for the same period. This increase was largely due to
consumer poultry sales which accounted for an increase of 3.0% of the
change in total sales for the first nine months of fiscal 1997 as compared
to the same period of fiscal 1996. This increase in consumer poultry sales
was primarily due to an increase in average sales prices of 6.2% offset
somewhat by a decrease in tonnage of 2.2%.
Mexican Original products and prepared foods sales as a group accounted for
a decrease of 0.2% of the change in total sales for the first nine months
of fiscal 1997 as compared to the same period of fiscal 1996. This decrease
was primarily due to a 2.6% decrease in tonnage as well as a 1.7% decrease
in average sales prices. Seafood sales accounted for a decrease of 0.4% of
the change in total sales for the first nine months of fiscal 1997 as
compared to the same period of fiscal 1996. This decrease was due to a
10.8% decrease in average sales prices partially offset by a 2.1% increase
in tonnage. Sales of live swine, animal foods, by-products, and other as a
group accounted for an increase of 0.3% of the change in total sales for
the first nine months of fiscal 1997 as compared to the same period of last
year.
Cost of goods sold for the third quarter of fiscal 1997 decreased 5.4%
compared to the same quarter of fiscal 1996, which in part is attributable
to the sale of the Company's beef and pork further-processing operations.
Excluding cost of sales related to these operations, total cost of sales
for the third quarter of fiscal 1997 decreased 0.9% over last year's
comparable cost of sales for the same quarter. The cost of ingredients
used in feed for poultry and swine and the ingredients used in Mexican
Original operations during the third quarter of fiscal 1997 decreased in
comparison with the same quarter of last fiscal year. However, these costs
did not moderate as much as management had anticipated. As a percent of
sales, cost of sales was 83.2% for the third quarter of fiscal 1997
compared to 85.9% in the third quarter of fiscal 1996.
Cost of goods sold decreased 3.0% for the first nine months of fiscal 1997
compared to the same period of fiscal 1996, which in part is attributable
to the sale of the Company's beef and pork further-processing operations
and the discontinuance of consolidation of Trasgo. Excluding cost of sales
related to these operations, total cost of sales for the first nine months
of fiscal 1997 increased 3.4% over last year's comparable cost of sales for
the same period. This increase is mainly the result of the increase in
sales and significant increases in the cost of ingredients used in feed
for poultry and swine and the ingredients used in Mexican Original
operations during the first nine months of fiscal 1997. As a percent
of sales, cost of sales was 83.4% for the first nine months of fiscal 1997
compared to 84.8% in the same period of fiscal 1996.
Operating expenses decreased 2.8% for the third quarter of fiscal 1997 from
the same quarter of fiscal 1996. This decrease is mostly due to the sale of
the beef division assets in the first quarter of fiscal 1997. Selling
expense, as a percent of sales, decreased to 8.6% for the third quarter
of fiscal 1997 as compared to 8.7% for the third quarter of fiscal 1996.
10
TYSON FOODS, INC.
General and administrative expense, as a percent of sales, was 1.6% in the
third quarter of fiscal 1997 compared to 1.5% in the same period last year.
Amortization expense, as a percent of sales, was 0.4% in the third quarter
of fiscal 1997 and 1996.
Operating expenses decreased 5.5% for the first nine months of fiscal 1997
from the same period of fiscal 1996. This decrease in expenses for the
first nine months is also due to the sale of the beef division assets in
the first quarter of fiscal 1997 and the discontinuance of consolidation of
Trasgo. Selling expense, as a percent of sales, decreased to 8.2% for the
first nine months of fiscal 1997 as compared to 8.6% for the same period of
fiscal 1996. General and administrative expense, as a percent of sales, was
1.6% in the first nine months of fiscal 1997 and 1996. Amortization expense
was 0.4% of sales in the first nine months of fiscal 1997 and 1996.
Interest expense decreased 14.6% for the third quarter of fiscal 1997
compared to the same quarter of fiscal 1996. The Company had a lower level
of borrowing which decreased the Company's average indebtedness by 12.9%
over the same period last year due to paying down debt with funds generated
from operations and proceeds from the sale of the beef division assets.
The weighted average interest rate of all Company debt increased to 6.9%
compared to 6.8% for the same period last year.
Interest expense decreased 17.6% in the first nine months of fiscal 1997
compared to the same period of fiscal 1996. The Company had a lower level
of borrowing which decreased the Company's average indebtedness by 11.3%
from the same period last year. The weighted average interest rate of all
Company debt decreased to 6.8% compared to 7.0% for the same period last
year.
Other income includes the $41.0 million pre-tax gain from the sale of the
beef division assets.
The effective income tax rate for the third quarter and first nine months
of fiscal 1997 was 37.0% and 45.6%, respectively, compared to 37.1% and 37%
for the same periods of fiscal 1996. The first nine months effective tax
rate was impacted by the taxes on the gain from the sale of the beef
division assets. Certain costs were allocated to the beef division which
are not deductible for tax purposes, resulting in a higher effective tax
rate. The 1996 effective tax rate included reduced state income taxes, and
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.
ENVIRONMENTAL MATTERS
The Company has a strong financial commitment to environmental matters.
During the first nine months of fiscal 1997 the Company invested
approximately $26.0 million in water quality facilities, including capital
outlays to build and upgrade facilities and day-to-day operations of waste-
water facilities.
11
TYSON FOODS, INC.
CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE
PURPOSE OF "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995
The Company and its representatives may from time to time make written or
oral forward-looking statements with respect to their current views and
estimates of future economic circumstances, industry conditions, company
performance and financial results. These forward-looking statements are
subject to a number of factors and uncertainties which could cause the
Company's actual results and experiences to differ materially from the
anticipated results and expectations expressed in such forward-looking
statements. The Company wishes to caution readers not to place undue
reliance on any forward-looking statements, which speak only as of the date
made.
Among the factors that may affect the operating results of the Company are
the following: (i) fluctuations in the cost and availability of raw
materials, such as feed grain costs in relation to historical levels; (ii)
changes in the availability and relative costs of labor and contract
growers; (iii) market conditions for finished products, including the
supply and pricing of alternative proteins, all of which may impact the
Company's pricing power; (iv) effectiveness of advertising and marketing
programs; (v) the ability of the Company to make effective acquisitions and
successfully integrate newly acquired businesses into existing operations;
(vi) risks associated with leverage, including cost increases due to rising
interest rates; (vii) changes in regulations and laws, including changes in
accounting standards, environmental laws, occupational, health and safety
laws, and laws regulating fishing and seafood processing activities; (viii)
access to foreign markets together with foreign economic conditions,
including currency fluctuations; and (ix) the effect of, or changes in,
general economic conditions.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable
Item 2. Changes in Securities
On August 1, 1997, the Company acquired Mallard's Food Products, Inc.
("Mallard's") for a combination of Company Class A common stock and cash.
The Company issued 1,058,518 shares of Class A common stock and paid
$4,000,000 in cash to the Mallard's shareholders. The Company relied on the
exemption set forth in Section 4(2) of the Securities Act of 1933, as
amended (the "Act"), in issuing the shares without registration under the
Act. Mallard's, with annual sales of approximately $40 million, is the
nation's third largest producer of refrigerated gourmet pasta and sauce
products and has two processing plants located in Modesto, California.
Item 3. Defaults Upon Senior Securities
Not Applicable
12
TYSON FOODS, INC.
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable
Item 5. Other Information
Not Applicable
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
June 28, 1997.
13
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 3.2 to the Company's Annual Report on
Form 10-K for the fiscal year ended September 28, 1996,
Commission File No. 0-3400, and incorporated herein by
reference).
4(a) Amendment No. 2 to First Amended and Restated Credit 16-47
Agreement, dated as of May 23, 1997, by and among the
Company, as Borrower, the banks party thereto, The Chase
Manhattan Bank, N.A., Chemical Bank, Cooperative Centrale
Raiffeisen-Boerenleenbank, B.A. (Rabobank Nederland),
Morgan Guaranty Trust Company of New York, National
Westminster Bank Plc, NationsBank of Texas, N.A., and
Societe Generale as Co-Agents and Bank of America
National Trust and Savings Association, as Agent.
4(b) Amendment No. 2 to Fourth Amended and Restated Credit 48-84
Agreement, dated as of May 23, 1997, by and among the
Company, as Borrower, the banks party thereto, The Chase
Manhattan Bank, N.A., Chemical Bank, Cooperative Centrale
Raiffeisen-Boerenleenbank, B.A. (Rabobank Nederland),
Morgan Guaranty Trust Company of New York, National
Westminster Bank Plc, NationsBank of Texas, N.A., and
Societe Generale as Co-Agents and Bank of America
National Trust and Savings Association, as Agent.
11 Statement Regarding Computation of Per Share Earnings 85-86
27 Financial Data Schedule
14
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: August 11, 1997 /s/ Wayne Britt
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Wayne Britt
Executive Vice President and
Chief Financial Officer
Date: August 11, 1997 /s/ James G. Ennis
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James G. Ennis
Vice President, Controller and
Chief Accounting Officer
15