SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) December 10, 1997
_________________
Tyson Foods, Inc.
__________________________________________________________________
________
(Exact Name of Registration as Specified in Charter)
Delaware
__________________________________________________________________
________
(State or Other Jurisdiction of Incorporation)
0-3400
__________________________________________________________________
________
(Commission File Number)
71-0225164
__________________________________________________________________
________
(IRS Employer Identification No.)
2210 West Oaklawn Drive, Springdale, Arkansas
72062
__________________________________________________________________
________
(Address of Principal Executive Offices) (Zip
Code)
Registrant's telephone number, including area code (501) 290-4000
______________
Not Applicable
__________________________________________________________________
________
(Former Name or Former Address, if Changed Since Last
Report)
Item 5.Other Events
As previously announced, Tyson Foods, Inc., a Delaware
corporation
("Tyson"), entered into an Agreement and Plan of Merger (the
"Merger
Agreement"), dated as of September 4, 1997, among Tyson, HFI
Acquisition
Sub Inc., a Delaware corporation and a wholly owned subsidiary
of Tyson
("Merger Sub"), and Hudson Foods, Inc., a Delaware corporation
("Hudson").
Pursuant to the Merger Agreement, at the effective time of the
Merger (the
"Effective Time"), Hudson will be merged (the "Merger") with
and into
Merger Sub, with Merger Sub continuing as the surviving
corporation and a
wholly owned subsidiary of Tyson. At the Effective Time, each
outstanding
share of Class A Common Stock, par value $.01 per share, of Hudson
("Hudson
Class A Common Stock") and each outstanding share of Class B
Common Stock,
par value $.01 per share, of Hudson ("Hudson Class B Common
Stock" and,
together with Hudson Class A Common Stock, "Hudson Common Stock")
will be
converted into the right to receive (i) $8.40 in cash, without
interest
thereon, and (ii) six-tenths (0.6) of a validly issued, fully
paid and
nonassessable share Class A Common Stock, par value $.10 per
share, of
Tyson ("Tyson Class A Common Stock").
Tyson has filed with the Securities and Exchange
Commission a
registration statement on Form S-4 (the "Registration
Statement") to
register under the Securities Act of 1933 the issuance of shares
of Tyson
Class A Common Stock in the Merger. The Registration
Statement was
declared effective on December 10, 1997.
Hudson has scheduled a Special Meeting of its
stockholders for
January 9, 1998 (the "Special Meeting") to vote upon a proposal
to approve
and adopt the Merger Agreement. As described in the
Registration
Statement, at the close of business on November 28, 1997, the
record date
for the determination of the stockholders of Hudson entitled to
notice of
and to vote at the Special Meeting, James T. Hudson, Chairman
and the
principal stockholder of Hudson, owned 65,028 shares of Hudson
Class A
Common Stock and 7,650,000 shares of Hudson Class B Common
Stock, or
approximately 65% of the voting power of the Hudson Common Stock.
Pursuant
to the Stock Voting Agreement between Tyson and Mr. Hudson
entered into in
connection with the Merger Agreement (the "Voting Agreement"),
Mr. Hudson
has agreed to vote all of the shares of Hudson Common Stock owned
by him
for the approval and adoption of the Merger Agreement.
The Voting
Agreement will terminate on the earlier to occur of the effective
time of
the Merger and the termination of the Merger Agreement in
accordance with
its terms. As a result, provided Mr. Hudson complies with his
obligations
under the Voting Agreement and the Voting Agreement is not
terminated in
accordance with its terms, the approval and adoption of
the Merger
Agreement are assured and will not require the affirmative vote
of any
other stockholder of Hudson. It is currently anticipated that
the Merger
will be consummated shortly after the Special Meeting.
Certain historical financial information regarding Hudson
can be
found in Hudson's Annual Report on form 10-K for the fiscal
year ended
September 27, 1997, the relevant portions of which are
incorporated by
reference herein, and certain pro forma financial information
giving effect
to the Merger can be found in the Registration Statement, the
relevant
portions of which are incorporated by reference herein.
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Item 7.Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Consolidated Financial Statements of Hudson Foods, Inc.
included on
pages 17 through 29 in the Annual Report on Form 10-K of
Hudson Foods,
Inc. for the fiscal year ended September 27, 1997
(previously filed
with the Commission on December 10, 1997) and
incorporated by
reference herein.
(b) Pro Forma Combined Condensed Financial Statements of Tyson
Foods, Inc.
included on pages 43-47 in the Registration Statement on Form
S-4 of
Tyson Foods, Inc. (File No. 333-41887, filed with the
Commission on
December 10, 1997) and incorporated by reference herein.
(c) Exhibits
23.1 Consent of Coopers and Lybrand L.L.P.
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SIGNATURE
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 hereunto duly authorized.
TYSON FOODS, INC.
By: /s/Wayne Britt
_____________
Wayne Britt
Executive Vice President
and Chief Financial Officer
December 16, 1997
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EXHIBIT INDEX
23.1 Consent of Coopers and Lybrand L.L.P.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference of this Form 8-K
of Tyson
Foods, Inc. and the registration statement of Tyson Foods, Inc. on
Form S-3
(File No. 33-58177) of our report dated November 10, 1997, on our
audits of
the consolidated financial statements and financial statement
schedule of
Hudson Foods, Inc. as of September 27, 1997, and September 28,
1996, and
for each of the three years in the period ended September 27,
1997, which
report is included in the Annual Report on Form 10-K of Hudson
Foods, Inc.
Coopers & Lybrand L.L.P.
Tulsa, Oklahoma
December 15, 1997
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