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) January 2, 1998
Tyson Foods, Inc.
(Exact Name of Registration as Specified in Charter)
Delaware 0-3400 71-0225165
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
2210 West Oaklawn Drive, Springdale, Arkansas 72762
(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. ("Tyson") entered into
the Agreement and Plan of Merger, dated as of September 4, 1997 (the
"Merger Agreement"), among Tyson, a wholly owned subsidiary of Tyson
("Merger Sub") and Hudson Foods, Inc. ("Hudson"), pursuant to which
Hudson will be merged with and into Merger Sub (the "Merger").
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. It is currently anticipated
that the Merger will be consummated shortly after the Special Meeting.
Tyson, Hudson and James T. Hudson, Chairman and the principal
stockholder of Hudson, have entered into a letter agreement dated
January 2, 1998 (the "Agreement") pursuant to which, among other
things, after the Merger, Mr. Hudson has agreed to wind down the
business of Hudson's Russian operations, including the collection of
certain accounts receivable and liquidation of certain inventories
thereof, and assume certain liabilities and obligations related
thereto. In exchange, Tyson has agreed (i) to waive certain
conditions included in the Merger Agreement to its obligations to
consummate the Merger, (ii) to retain after the Merger certain
liabilities and obligations related to Hudson's Russian operations in
an amount not to exceed $7,500,000 and (iii) to pay after the Merger
certain expenses incurred in connection with winding down those
operations.
In addition, after the Merger, pursuant to the Agreement, (i)
Tyson will have the ability to transfer all remaining assets,
liabilities and obligations of Hudson's Russian operations to Mr.
Hudson upon payment therefor, subject to certain exceptions, and (ii)
Mr. Hudson will have the option to acquire, upon payment therefor,
certain other assets, liabilities and obligations of Hudson, including
Hudson's Polish business.
The foregoing summary of certain provisions of the Agreement is
qualified in its entirety by reference to the full text of the
Agreement which is attached as an exhibit hereto and incorporated by
reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
10.1 Letter agreement dated January 2, 1998 among Tyson
Foods, Inc., Hudson Foods, Inc. and James T. Hudson
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
Chief Financial Officer
January 2, 1998
EXHIBIT INDEX
10.1 Letter agreement dated January 2, 1998 among Tyson Foods, Inc., Hudson
Foods, Inc. and James T. Hudson