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 December 27, 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 December 27, 1997
- ------------------------------------ -----------------------------
Class A Common Stock, $.10 Par Value 110,549,981 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
December 27, 1997 and September 27, 1997 3
Consolidated Condensed Statements of Income
for the Three Months Ended
December 27, 1997 and December 28, 1996 4
Consolidated Condensed Statements of Cash Flows
for the Three Months Ended
December 27, 1997 and December 28, 1996 5
Notes to Consolidated Condensed Financial Statements 6-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11-12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12-14
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)
December 27, September 27,
ASSETS 1997 1997
Current Assets:
Cash and cash equivalents $ 24.2 $ 23.6
Accounts receivable 589.7 617.8
Inventories 914.5 886.1
Assets held for sale 6.2 6.2
Other current assets 30.7 38.8
_______ _______
Total Current Assets 1,565.3 1,572.5
Net Property, Plant, and Equipment 1,920.5 1,924.8
Excess of Investments over Net Assets Acquired 725.3 731.1
Investments and Other Assets 193.1 182.6
________ ________
Total Assets $4,404.2 $4,411.0
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Notes payable $ 138.8 $ 37.3
Current portion of long-term debt 60.3 94.6
Trade accounts payable 269.0 290.3
Other accrued liabilities 280.8 298.8
_______ _______
Total Current Liabilities 748.9 721.0
Long-Term Debt 1,491.7 1,558.2
Deferred Income Taxes 502.7 506.1
Other Liabilities 4.2 4.2
Shareholders' Equity:
Common stock ($.10 par value):
Class A-Authorized 900 million shares;
issued 119.5 million shares at
12-27-97 and 9-27-97 11.9 11.9
Class B-Authorized 900 million shares;
issued 102.7 million shares at
12-27-97 and 9-27-97 10.3 10.3
Capital in excess of par value 379.1 379.1
Retained earnings 1,430.6 1,390.8
Currency translation adjustment (2.2) (2.5)
_______ _______
1,829.7 1,789.6
Less treasury stock, at cost-
9.0 million shares at 12-27-97 and
8.8 million shares at 9-27-97 170.6 165.6
Less unamortized deferred compensation 2.4 2.5
________ ________
Total Shareholders' Equity 1,656.7 1,621.5
________ ________
Total Liabilities and Shareholders' Equity $4,404.2 $4,411.0
======== ========
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
__________________
December 27, December 28,
1997 1996
____________ ____________
Sales $1,520.8 $1,527.9
Cost of Sales 1,260.1 1,279.5
------- --------
Gross Profit 260.7 248.4
Expenses:
Selling 125.6 125.1
General and administrative 31.3 23.5
Amortization 5.9 6.8
------- -------
Operating Income 97.9 93.0
Other Expense (Income):
Interest 27.2 28.9
Other (0.6) (41.5)
------- -------
Income Before Taxes on Income 71.3 105.6
Provision for Income Taxes 26.4 61.0
------- -------
Net Income $44.9 $44.6
======= =======
Basic Average Shares Outstanding 213.3 217.4
===== =====
Basic Earnings Per Share $0.21 $0.21
===== =====
Diluted Average Shares Outstanding 215.0 219.4
===== =====
Diluted Earnings Per Share $0.21 $0.20
===== =====
Cash Dividends Per Share:
Class A $0.0250 $0.0200
Class B $0.0225 $0.0180
The accompanying notes are an integral part of these financial statements.
4
TYSON FOODS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
Three Months Ended
__________________
December 27, December 28,
1997 1996
____________ ____________
Cash Flows from Operating Activities:
Net income $44.9 $44.6
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation 51.7 51.1
Amortization 5.9 6.8
Deferred income taxes (3.4) (0.1)
(Gain)Loss on dispositions of assets 0.6 (41.4)
Decrease in accounts receivable 28.1 52.0
(Increase)decrease in inventories (28.4) 38.9
Decrease in trade accounts payable (21.3) (33.1)
Net change in other current assets
and liabilities (9.9) 63.8
_____ ______
Cash Provided by Operating Activities 68.2 182.6
Cash Flows from Investing Activities:
Additions to property, plant and equipment (50.3) (44.6)
Proceeds from sale of property, plant and equipment 2.4 186.5
Net change in other assets and liabilities (10.6) (5.5)
_____ ______
Cash (Used for)Provided by Investing Activities (58.5) 136.4
Cash Flows from Financing Activities:
Net change in notes payable 101.5 (34.3)
Proceeds from long-term debt 20.4 19.4
Repayments of long-term debt (121.2) (221.1)
Purchases of treasury shares (5.5)
Other (4.2) (2.9)
_____ ______
Cash Used for Financing Activities (9.0) (238.9)
Effect of Exchange Rate Change on Cash (0.1) (0.3)
_____ ______
Increase in Cash and Cash Equivalents 0.6 79.8
Cash and Cash Equivalents at Beginning of Period 23.6 36.6
______ ______
Cash and Cash Equivalents at End of Period $24.2 $116.4
====== ======
Supplemental Cash Flow Information
Cash paid during the period for:
Interest $45.8 $48.1
Income taxes $2.1 $1.3
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 27, 1997. 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 December 27, 1997 and
September 27, 1997 and the results of operations and cash flows for the
three months ended December 27, 1997 and December 28, 1996. The results of
operations and cash flows for the three months ended December 27, 1997 and
December 28, 1996, are not necessarily indicative of the results to be
expected for the full year.
In 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings Per Share". Statement 128
replaced the previously reported primary and fully diluted earnings per
share with basic and diluted earnings per share. Unlike primary earnings
per share, basic earnings per share excludes the dilutive effects of
options, warrants, and convertible securities. Diluted earnings per share
is very similar to the previously reported fully diluted earnings per
share. All earnings per share amounts for all periods have been presented,
and where necessary, restated to conform to the Statement 128 requirements.
The Notes to Consolidated Financial Statements for the fiscal year
ended September 27, 1997, 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 three months ended December 27, 1997, except as disclosed
in these notes.
6
2. Earnings Per Share
The following table sets forth the computation of basic and diluted
earnings per share:
Quarter Ended
(In million)
December 27, December 28,
1997 1996
------------ ------------
Numerator:
Net Income $44.9 $44.6
===== =====
Denominator:
Denominator for basic
earnings per share-
weighted average shares 213.3 217.4
Effect of dilutive securities:
Employee stock options 1.7 2.0
----- -----
Denominator for diluted
earnings per share-
adjusted weighted average
shares and assumed conversions 215.0 219.4
===== =====
Basic earnings per share $0.21 $0.21
===== =====
Diluted earnings per share $0.21 $0.20
===== =====
3. Inventories
Inventories, valued at the lower of cost (first-in, first-out) or market,
consist of the following:
(In millions)
December 27, September 27,
1997 1997
----------- ------------
Finished and work-in-process $401.1 $366.1
Live poultry and hogs 343.7 353.4
Seafood related products 39.8 39.5
Hatchery eggs and feed 59.3 57.8
Supplies 70.6 69.3
______ ______
Total $914.5 $886.1
====== ======
4. Acquisitions
On January 9, 1998, the Company completed the acquisition of Hudson Foods,
Inc. ("Hudson") pursuant to which Hudson merged with and into a wholly-
owned subsidiary of the Company (the "Hudson Acquisition"). At the
effective time of merger the Class A and Class B shareholders of Hudson
received an aggregate of approximately 18.4 million shares of the Company's
Class A common stock and approximately $257.4 million in cash. On January
9, 1998, the Company borrowed $318 million under its commercial paper
program to finance the $257.4 million cash portion of the Hudson
7
Acquisition and repay approximately $61 million under Hudson's revolving
credit facilities. Reference is made to the Company's Current Report on
Form 8-K, dated January 15, 1998 for a more detailed description of Hudson
and the Hudson Acquisition, including certain pro forma financial
information giving effect to the Hudson Acquisition.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
FINANCIAL CONDITION
For the three months ended December 27, 1997, net cash totaling $68.2
million was provided by all operating activities. Operations provided
$99.7 million in cash and $31.5 million was used by net changes in
receivables, inventories, payables and other items. The Company used cash
from operations to fund $50.3 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 December 27, 1997, working capital was $816.4 million compared to
$851.5 million at 1997 fiscal year-end, a decrease of $35.1 million. The
current ratio at December 27, 1997 was 2.09 to 1 compared to 2.18 to 1 at
September 27, 1997. Working capital has decreased since year-end primarily
due to a decrease in accounts receivable and an increase in notes payable.
Although notes payable increased $101.5 million, long-term debt has
decreased $66.5 million, and total debt increased $700 thousand since
September 27, 1997. At December 27, 1997, total debt was 50.5% of total
capitalization compared to 51.0% at September 27, 1997. 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.
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 December 27, 1997, $691.4
million was outstanding under the $1 billion facility consisting of $569.4
million in commercial paper and $122.0 million drawn under the revolver.
The $250 million facility expires in May 1998. At December 27, 1997, all of
the $250 million facility was available. Additional outstanding long-term
debt at December 27, 1997 consisted of $348.7 million of public debt,
$221.5 million of institutional notes, $182.6 million in leveraged
equipment loans and $47.5 million of other indebtedness. On January 9,
1998, the Company borrowed approximately $318 million under its commercial
paper program, the proceeds of which were used to (i) finance the $257.4
million cash portion of the Hudson Acquisition and (ii) repay approximately
$61 million under Hudson's revolving credit facilities. On January 21,
1998 the Company issued in two separate series $150 million 6% Notes due
January 15, 2003 and $150 million 7% Notes due January 15, 2028. On
February 4, 1998, the Company issued $100 million 6.08% Mandatory Par Put
Remarketed SecuritiesSM ("MOPPRSSM") due February 1, 2010 and $50 million
Floating Rate MOPPRS due February 1, 2010. The net proceeds from these debt
offerings will be used by the Company to repay a portion of the borrowings
under its commercial paper program. The Company may use funds borrowed
under its revolving credit facilities, commercial paper program or through
8
the issuance of additional debt securities from time to time in the future
to repay additional indebtedness of Hudson assumed by the Company as a
result of the Hudson Acquisition, finance acquisitions as opportunities may
arise, refinance other indebtedness or capital leases of the Company, and
other general corporate purposes.
RESULTS OF OPERATIONS
Sales for the first quarter of fiscal 1998 decreased 0.5% from the same
quarter of fiscal 1997. This decrease is mainly due to a 4.6% decrease in
average sales prices mostly offset by a 4.3% increase in total volume.
Consumer poultry sales accounted for a decrease of 1.2% of the total change
in sales for the first quarter of fiscal 1998 as compared to the same
quarter of fiscal 1997. This decrease was due to a 7.0% decrease in average
sales prices offset by a 6.1% increase in tonnage.
Mexican Original, Culinary Foods and Mallards Food sales as a group
accounted for an increase of 0.4% of the total change in sales for the
first quarter of fiscal 1998 as compared to the same quarter of fiscal
1997. This increase was primarily due to a 14.6% increase in average sales
prices partially offset by a 2.6% decrease in tonnage. Seafood sales
accounted for a decrease of 0.8% of the change in total sales for the first
quarter of fiscal 1998 as compared to the same quarter of fiscal 1997. This
decrease was due to a 30.5% decrease in tonnage slightly offset by a 13.3%
increase 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 1.1% of the change in total sales for
the first quarter of fiscal 1998 as compared to the same quarter of fiscal
1997.
The Company recognizes that conducting business in or selling products into
foreign countries, including but not limited to Russia and certain Asian
countries, entails inherent risks including various political, credit,
inventory and currency risks. The Company, however, is continually
monitoring its international business practices and, whenever possible,
will attempt to minimize the Company's financial exposure to these risks.
Cost of goods sold for the first quarter of fiscal 1998 decreased 1.5%
compared to the same quarter of fiscal 1997. The cost of ingredients used
in feed for poultry and swine and the ingredients used in Mexican Original
operations during the first quarter of fiscal 1998 decreased in comparison
with the same quarter of fiscal 1997. However, these costs did not
moderate as much as management had anticipated. As a percent of sales, cost
of sales was 82.9% for the first quarter of fiscal 1998 compared to 83.7%
in the first quarter of fiscal 1997.
Operating expenses increased 4.8% for the first quarter of fiscal 1998 from
the same quarter of fiscal 1997. Selling expense, as a percent of sales,
increased to 8.3% for the first quarter of fiscal 1998 as compared to 8.2%
for the first quarter of fiscal 1997. General and administrative expense,
as a percent of sales, was 2.1% in the first quarter of fiscal 1998
compared to 1.5% in the same period last year. Included in general and
administrative expense for the first quarter of fiscal 1998 is a charge of
$6 million for penalties and costs associated with the plea agreement by
the Company with respect to the investigation by the Office of Independent
9
Counsel in connection with former Secretary of Agriculture Michael Espy.
(See Part II. Item 1- Legal Proceedings.) Amortization expense, as a
percent of sales, was 0.4% in the first quarter of fiscal 1998 and 1997.
Interest expense decreased 5.9% for the first quarter of fiscal 1998
compared to the same quarter of fiscal 1997. The Company had a lower level
of borrowing which decreased the Company's average indebtedness by 9.8%
over the same period last year due to paying down debt with funds generated
from operations. The weighted average interest rate of all Company debt
increased to 6.42% compared to 6.14% for the same period last year.
The effective income tax rate for the first three months of fiscal 1998 was
37.0% compared to 57.7% for the same period of fiscal 1997. The effective
income tax rate for the first quarter of fiscal 1997 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.
IMPACT OF YEAR 2000
The Year 2000 Issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the
Company's computer programs that have date-sensitive software may recognize
a date using "00" as the year 1900 rather than the year 2000. This could
result in a system failure or miscalculations causing disruptions of
operations, including among other things, a temporary inability to process
transactions, send invoices, or engage in similar normal business
activities.
Based on a recent assessment, the Company determined that it will be
required to modify or replace limited portions of its software so that its
computer systems will function properly with respect to dates in the year
2000 and thereafter. The Company presently believes that with modifications
to existing software and conversions to new software, the Year 2000 Issue
will not pose significant operational problems for its computer systems.
The Company has initiated formal communications with all of its significant
suppliers and large customers to determine the extent to which the
Company's interface systems are vulnerable to those third parties' failure
to remediate their own Year 2000 Issues. The Company's total Year 2000
project cost and estimates to complete include the estimated costs and time
associated with the impact of third party Year 2000 Issues based upon
presently available information. However, there can be no guarantee that
the systems of other companies on which the Company's systems rely will be
timely converted and would not have an adverse effect on the Company's
systems.
The Company will utilize both internal and external resources to reprogram,
or replace, and test the software for Year 2000 modifications. The Company
anticipates completing the Year 2000 project by December 31, 1998, which is
prior to any anticipated impact on its operating systems. The total cost of
the Year 2000 project is not expected to have a material effect on the
Company's results of operations.
10
ENVIRONMENTAL MATTERS
The Company has a strong financial commitment to environmental matters.
During the first three months of fiscal 1998 the Company invested
approximately $16.6 million in water quality facilities, including capital
outlays to build and upgrade facilities and day-to-day operations of waste-
water facilities.
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
On December 22, 1997, the Company entered into a plea agreement ("Plea
Agreement") with the United States whereby the Company agreed to plead
guilty to one (1) count of Gratuity to a Public Official in violation of 18
U.S.C. 201(c)(1)(A). Pursuant to said Plea Agreement, the Company agreed
to (i) pay a fine of Four Million and No/100 Dollars ($4,000,000.00), (ii)
pay Two Million and No/100 Dollars ($2,000,000.00) to be applied to the
costs of the investigation of the Office of the Independent Counsel
("OIC"), and (iii) enter into a Compliance Agreement among the Company, the
United States Department of Agriculture ("USDA") and the OIC. The USDA, as
the lead agency for purposes of suspension and debarment, has determined
that the terms and conditions of the Plea Agreement provide adequate
assurance that the Company's future dealings with the federal government
will be conducted with the high degree of integrity that the federal
11
government expects of its business partners and that suspension, debarment,
or action under the Federal Meat Inspection Act, the Poultry Products
Inspection Act, and the Agricultural Marketing Act of 1946 is not necessary
to protect its interests. On January 12, 1998 the United States District
Court for the District of Columbia entered judgement against the Company
enforcing the terms and conditions of the Plea Agreement and also placing
the Company on probation for a term of four (4) years.
Item 2. Changes in Securities
Not Applicable
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
The following directors were elected at the annual meeting of shareholders
held January 9, 1998:
DIRECTORS VOTES FOR VOTES WITHHELD
_________ _________ ______________
Neely Cassady 1,116,580,621 1,065,743
Lloyd V. Hackley 1,116,586,506 1,059,858
Gerald M. Johnston 1,116,564,775 1,081,589
Shelby Massey 1,116,583,375 1,062,989
Joe F. Starr 1,098,077,490 19,568,874
Leland Tollett 1,116,564,870 1,081,494
Barbara Tyson 1,116,551,502 1,094,862
Don Tyson 1,116,549,525 1,096,839
John Tyson 1,116,538,276 1,108,088
Fred S. Vorsanger 1,116,580,921 1,065,443
Donald E. Wray 1,116,565,329 1,081,035
No other items were voted on at the annual meeting of shareholders or
during the quarter ended December 27, 1997.
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.
12
(b) Reports on Form 8-K:
On December 16, 1997, January 5, 1998 and January 15, 1998, the Company
filed Current Reports on Form 8-K related to the definitive agreement and
plan of merger with Hudson Foods, Inc.
On January 27, 1998, the Company filed a Current Report on Form 8-K related
to the Company's First Quarter Fiscal 1998 Operating Results.
On February 4, 1998, the Company filed a Current Report on Form 8-K related
to Remarketing Agreements dated January 28, 1998 between the Company and
Merrill Lynch, Pierce, Fenner & Smith, Incorporated with respect to the
Company's issuance of $100 million of 6.08% MOPPRS due February 1, 2010 and
$50 million of Floating Rate MOPPRS due February 1, 2010.
13
EXHIBIT INDEX
The following exhibits are filed with this report.
Exhibit No. Page
___________ ____
3.1 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).
3.2 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).
4.1 Form of $150 million 6% Note due January 15, 2003. 16-22
4.2 Form of $150 million 7% Note due January 15, 2028. 23-29
4.3 Form of $100 million 6.08% MOPPRS, due February 1, 2010. 30-41
4.4 Remarketing Agreement dated January 28, 1998 between
the Company and Merrill Lynch, Pierce, Fenner & Smith,
Incorporated, relating to the 6.08% MOPPRS due
February 1, 2010 (previously filed as Exhibit 4.1 to
the Company's Current Report on Form 8-K, filed with the
Securities and Exchange Commission on February 4, 1998
and incorporated herein by reference).
4.5 Form of $50 million Floating Rate MOPPRS, due
February 1, 2010. 42-55
4.6 Remarketing Agreement date January 28, 1998 between
the Company and Merrell Lynch, Pierce, Fenner & Smith,
Incorporated, relating to the Floating Rate MOPPRS due
February 1, 2010 (previously filed as Exhibit 4.2 to
the Company's Current Report on Form 8-K, filed with the
Securities and Exchange Commission on February 4, 1998
and incorporated herein by reference).
12 Ratio of Earnings to Fixed Charges 56
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: February 10, 1998 /s/ Wayne Britt
----------------- ------------------------------
Wayne Britt
Executive Vice President and
Chief Financial Officer
Date: February 10, 1998 /s/ James G. Ennis
----------------- ------------------------------
James G. Ennis
Vice President, Controller and
Chief Accounting Officer
15