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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended September 30, 2000
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ________________ to ________________
Commission File No. 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) (Zip Code)
Registrant's telephone number, including area code: (501) 290-4000
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
------------------- -----------------------------------------
Class A Common Stock, New York Stock Exchange, Inc.
Par Value $0.10
Securities Registered Pursuant to Section 12(g) of the Act:
Not Applicable
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, and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
On September 30, 2000, the aggregate market value of the Class A Common and
Class B Common voting stock held by non-affiliates of the registrant was
$1,124,625,160 and $464,880, respectively.
On September 30, 2000, there were outstanding 121,899,309 shares of the
registrant's Class A Common Stock, $0.10 par value, and 102,645,048 shares
of its Class B Common Stock, $0.10 par value.
Page 1 of 94 Pages
The Exhibit Index appears on pages 19 through 24
DOCUMENTS INCORPORATED BY REFERENCE
The following documents or the indicated portions thereof are incorporated
herein by reference into the indicated portions of this Annual Report on
Form 10-K: (i) pages 20-52 of the registrant's Annual Report to
Shareholders for fiscal year ended September 30, 2000 (the "Annual Report")
which are filed as Exhibit 13 to this Form 10-K and (ii) the registrant's
definitive Proxy Statement for the registrant's Annual Meeting of
Shareholders to be held January 12, 2001 (the "Proxy Statement").
PART I
Item 1. Business
Pages 20 through 28 of the Annual Report under the caption
"Management's Discussion and Analysis."
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
Pages 34, 48 and 51 of the Annual Report under the captions "Capital
Stock", "Eleven-Year Financial Summary" and "Closing Price of Company's
Common Stock."
Item 6. Selected Financial Data
Pages 48 of the Annual Report under the caption "Eleven-Year Financial
Summary."
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Pages 20 through 28 of the Annual Report under the caption
"Management's Discussion and Analysis."
Item 7A. Quantitative and Qualitative Disclosure About Market Risks
Pages 25 through 27 of the Annual Report under the caption "Market
Risk."
Item 8. Financial Statements and Supplementary Data
Pages 29 through 45 and 47 of the Annual Report under the captions
"Consolidated Statements of Income," "Consolidated Balance Sheets,"
"Consolidated Statements of Shareholders' Equity," "Consolidated
Statements of Cash Flows," "Notes to Consolidated Financial Statements" and
"Report of Independent Auditors."
2
Part III
Item 10. Directors and Executive Officers of the Registrant
The information set forth under the captions "Election of Directors"
and "Section 16(a) Beneficial Ownership Reporting" in the Proxy Statement.
Item 11. Executive Compensation
The information set forth under the caption "Executive Compensation
and Other Information" in the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
The information set forth under the captions "Principal Shareholders"
and "Security Ownership of Management" in the Proxy Statement.
Item 13. Certain Relationships and Related Transactions
The information set forth under the caption "Certain Transactions" in
the Proxy Statement.
3
PART I
ITEM 1. BUSINESS
General
Tyson Foods, Inc. and its various subsidiaries (collectively, the
"Company") produce, distribute and market chicken, Mexican foods, prepared
foods, animal and pet food ingredients and live swine. Tyson has
strengthened its focus on its core business, chicken. The Company's goal
is to be the undisputed world leader in growing, processing and marketing
chicken and chicken-based food products. Tyson is a totally integrated
poultry company. As the owner of Cobb-Vantress, the number-one breeding
stock supplier in the world, Tyson invests in breeding stock research and
development. This allows the Company to breed into its flocks the natural
characteristics found to be most desirable. The Company's integrated
operations consist of breeding and rearing chickens, as well as the
processing, further-processing and marketing of these food products. The
Company's products are marketed and sold to national and regional grocery
chains, regional grocery wholesalers, clubs and warehouse stores, military
commissaries, industrial food processing companies, national and regional
chain restaurants or their distributors, international export companies and
domestic distributors who service restaurants, foodservice operations such
as plant and school cafeterias, convenience stores, hospitals and other
vendors. Sales are made by the Company's sales staffs located in
Springdale, Arkansas, in regions throughout the United States and in
several foreign countries. Additionally, sales to the military and a
portion of sales to international markets are made through independent
brokers and trading companies. The Company is a fully-integrated producer,
processor and marketer of a variety of food products. The Company
presently identifies segments based on the products offered and the nature
of customers, resulting in four reported business segments: Food Service,
Consumer Products, International and Swine. The Company commenced business
in 1935, was incorporated in Arkansas in 1947, and was reincorporated in
Delaware in 1986.
Description
Originally, the Company was a producer and distributor of fresh
chicken. The Company developed a strategy to reduce the impact of the
commodity market of the fresh chicken business through value-enhancement.
As the industry leader in value-enhanced chicken products, the Company
utilizes national and regional advertising, special promotions and brand
identification, and meets the varying demands of its customers through
capital expenditures and strategic acquisitions. With further-processed
chicken products, grain costs as a percentage of total product costs are
reduced because of the value added to the products by cutting, deboning,
cooking, packaging and/or freezing the chicken.
4
The Company's vertically-integrated chicken process begins with the
grandparent breeder flocks. Breeder farms specialize in producing the
generations of male and female strains, with the broiler being the final
progeny. The breeder flocks are raised to maturity in grandparent growing
and laying farms where fertile eggs are produced. The fertile eggs are
incubated at the grandparent hatchery and produce male and female pullets
(i.e., the parents). The pullets are sent to breeder houses, and the
resulting eggs are sent to Company hatcheries. Once the chicks have
hatched, they are sent to broiler farms. There, contract growers care for
and raise the chicks according to Company standards and under the
supervision of Company technical service personnel until the broilers have
reached the desired processing weight. The adult chickens are caught and
hauled to processing plants. The finished products are sent to
distribution centers and then transported to customers. Vertically-
integrated poultry companies operate their own feed mills to produce
scientifically-formulated feeds. Corn and soybean meal are major
production costs in the poultry industry, representing roughly 70-75% of
the cost of growing a chicken. The Company processed approximately 7
billion pounds of consumer chicken during fiscal 2000.
The Company's chicken business consists of the Food Service, Consumer
Products and International segments. Food Service provides a full range of
products from raw to fully-cooked, marinated, breaded, glazed or portioned.
Food Service products are sold across the country to restaurants,
institutional, industrial and supermarket deli customers. This group is
responsible for almost half the Company's total sales and is the
cornerstone of Tyson's value-added strategy. By selling more value-added
products, Tyson somewhat insulates itself from the price volatility of
commodity poultry, better meets its customers' needs and positions itself
for sales growth. Consumer Products is composed of retail, club store and
military commissary divisions. Tyson sells to every national grocery store
chain and every wholesale club chain in the United States and to every U.S.
military commissary in the world. Retail customers purchase Tyson products
for the at-home consumption market. These customers include national and
regional grocery chains and grocery wholesalers. Club stores offer
products aimed at the consumer willing to buy in larger quantities to
realize cost savings and to foodservice operators who prefer to purchase in
smaller quantities from a club store rather than from a distributor. The
Company's International segment is focused on growing from an exporter of
low-valued products to a market-oriented, globalized division, building
value through long-term brand establishment and value-added products.
Exported value-added products include breaded, fully-cooked chicken,
prepared meals and product lines created for specific foodservice and
retail customers. Commodity chicken products include dark meat segments
such as drumsticks, thighs and items with low domestic value such as feet,
wing tips and necks. The international division exported to 73 countries in
fiscal 2000. Major markets include China, Hong Kong, Japan, Mexico, Puerto
Rico and Russia.
The Company's farrow to finish swine operations, which include genetic
and nutritional research, breeding, farrowing and feeder pig finishing and
the marketing of live swine to regional and national packers, are conducted
in Arkansas, Missouri, North Carolina and Oklahoma. The Company sold
approximately 2 million head of feeder pigs and market weight live swine in
fiscal 2000.
5
The Company's other groups include Mexican Original, Culinary Foods
and Mallard's Food Products which produce flour and corn tortilla products
and specialty pasta and meat dishes, for restaurants, airlines and other
major customers. The Company's wholly owned subsidiary, Cobb-Vantress,
supplies chicken breeding stock. The Company's World Resources subsidiary
trades agricultural goods worldwide. Additionally, the Company's by-
products operations convert inedible chicken by-products into high-grade
pet food and animal feed ingredients.
Sources of Revenue
The following table sets forth the relative sources of the Company's
sales by segment for the last three fiscal years.
For Fiscal Year Ended
---------------------
2000 1999 1998
---- ---- ----
Food Service(1) $3,312 $3,354 $3,329
Consumer Products(2) 2,250 2,252 2,074
International(3) 657 645 593
Swine(4) 157 110 160
Seafood(5) - 189 214
Other (6) 782 813 1,044
------ ------ ------
Total $7,158 $7,363 $7,414
====== ====== ======
(1) Includes products such as chicken patties and nuggets, pre-cooked
chicken, individually-quick-frozen chicken segments, pre-packaged and pre-
priced chicken, Cornish game hens and other chicken products to which
certain processes are added to enhance their value to the Company's
customers. Also includes fresh and frozen chicken products sold without
value enhancements. These products are sold through domestic foodservice,
specialty and commodity distributors who deliver to restaurants, schools
and other foodservice accounts. Food Service products are sold under the
following brands and registered trademarks: Tyson, Honey Stung, Tyson's
Pride, HoneyBest, Wing Stingers, W.W. Flyers, Signature Specialties, Flavor-
Redi, Lady Aster, Quality Cuisine, Our Finest, Mexican Original and McCarty
Foods.
(2) Includes products such as chicken patties and nuggets, pre-cooked
chicken, individually-quick-frozen chicken segments, pre-packaged and pre-
priced chicken, Cornish game hens and other chicken products to which
certain processes are added to enhance their value to the Company's
customers. Also includes fresh and frozen chicken products sold without
value enhancements. These products are sold through domestic retail
markets for at-home consumption and through wholesale club markets targeted
to small foodservice operators, individuals and small businesses. Tyson,
Weaver, Tyson Holly Farms, Mexican Original and Mallard's are registered
trademarks under which the Company sells Consumer Products.
(3) Includes the complete line of chicken products, including leg
quarters, sold throughout the world.
(4) Includes feeder pig finishing and marketing of live swine to regional
and national packers.
6
(5) Includes surimi-based products as well as breaded and battered
seafood, filets and crab. The seafood business was sold on July 17, 1999.
(6) Other includes Mexican Original, Culinary Foods, Mallard's Food
Products, the Company's wholly owned Cobb-Vantress and World Resources
subsidiaries, as well as the Company's turkey and egg products facilities
which were sold on December 31, 1998.
Marketing and Distribution
The Company seeks to develop and increase the demand for and market
share of a product or product line through concentrated national and local
advertising and other promotional efforts. These coordinated activities
stress the quality and value proposition of the products while supporting
and building brand awareness. The Company's principal marketing strategy is
to identify target markets for value-enhanced food products consisting
primarily of chicken based food products. The Company identifies distinct
markets and business opportunities through extensive consumer and market
research. The Company concentrates production, sales and marketing efforts
in order to appeal to and enhance the demand from those markets. The
Company utilizes its national distribution system and customer support
services to achieve a dominant market position for its products.
The Company's nationwide distribution system utilizes a network of
food distributors which is supported by cold storage warehouses owned or
leased by the Company, by public cold storage facilities and by the
Company's transportation system. The Company ships products from two
Company-owned consolidated frozen food distribution centers having a
storage capacity of approximately 58 million pounds, from a network of
public cold storages, from other owned or leased facilities or directly
from plants. The Company has a total frozen storage capacity in excess of
142 million pounds, excluding public or outside cold storage. The Company's
distribution centers facilitate accumulating frozen products so that it can
fill and consolidate less-than-truckload orders into full truckloads,
thereby decreasing shipping costs while increasing customer service. In
addition, customers are provided with a selection of products that do not
require large volume orders. The Company's distribution system enables it
to supply large or small quantities of products to meet customer
requirements anywhere in the continental United States.
The Company continues to believe that Asia offers potential in terms
of developing processing facilities. The Company recently entered into a
joint venture in China to further process U.S. produced meat. The Company's
joint venture, to create a commercial feed and swine operation in the
Philippines, called Fil-Am Foods, Inc., with Aboitiz Equity Ventures, Inc.
and PM Nutrition Company, Inc., a subsidiary of Purina Mills, Inc., has
been operational since 1999. Meanwhile, the Company's subsidiary in Mexico
continues to grow rapidly under improving economic conditions. The Mexico
subsidiary suffered from an outbreak of the Exotic Newcastle disease during
the year, reducing its sales and profits. By year end the disease had been
eradicated from the Company's facilities and production volumes had
recovered to normal levels. The Company has entered into a technical
service agreement with Grupo Melo in Panama to assist Grupo Melo with the
production of further processed products and allowing them to license the
Tyson brand. Additionally, Cobb-Vantress, Inc., a wholly-owned subsidiary,
has entered into a joint venture agreement with a company to build a 180
thousand capacity breeder farm in China.
7
Raw Materials and Sources of Supply
The primary raw materials used by the Company in its chicken
operations consist of feed ingredients, cooking ingredients, packaging
materials and cryogenic agents. The Company believes that its sources of
supply for these materials are adequate for its present needs and the
Company does not anticipate any difficulty in acquiring these materials in
the future. While the Company produces substantially all of its inventory
of breeder chickens and live broilers, it has the capability to purchase
live, ice-packed or deboned chicken to meet production requirements.
Patents and Trademarks
The Company has registered a number of trademarks relating to its
products which either have been approved or are in the process of
application. Because the Company does a significant amount of brand name
and product line advertising to promote its products, it considers the
protection of such trademarks to be important to its marketing efforts. The
Company has also developed non-public proprietary information regarding its
production processes and other product-related matters. The Company
utilizes internal procedures and safeguards to protect the confidentiality
of such information, and where appropriate, seeks patent protection for the
technology it utilizes.
Seasonal Demand
The demand for the Company's products generally increases during the
spring and summer months and generally decreases during the winter months.
Because of the somewhat seasonal character of the Company's business, the
Company may increase its finished product inventories during the winter
months in anticipation of increased spring and summer demands.
Industry Practices
The Company's agreements with its customers are generally short-term,
verbal agreements due primarily to the nature of its products, industry
practice and the fluctuation in demand and price for such products.
Customer Relations
No single customer of the Company accounts for more than ten percent
of the Company's consolidated revenues. However, two customers represent
approximately 19% of the Food Service segment's sales, three customers
represent approximately 49% of the Consumer Products segment's sales and
two customers represent approximately 59% of Swine sales. The Company
believes the loss of any single customer would not have a material adverse
effect on the Company's business. Although any extended discontinuance of
sales to any major customer could, if not replaced, have an impact on the
Company's operations, the Company does not anticipate any such occurrences
due to the demand for its products and its ability to obtain new customers.
Backlog of Orders
There is no significant backlog of unfilled orders for the Company's
products.
8
Competition
The Company's food products compete with those of other national and
regional food producers and processors and certain prepared food
manufacturers. Additionally, the Company's food products compete in
international markets around the world. The Company's principal marketing
and competitive strategy is to identify target markets for value-enhanced
products, to concentrate production, sales and marketing efforts in order
to appeal to and enhance the demand from those markets and, utilizing its
national distribution system and customer support services, to achieve a
dominant market position for its products. Past efforts have indicated that
customer demand generally can be increased and sustained through
application of the Company's marketing strategy, as supported by its
distribution system.
Research and Development
The Company conducts continuous research and development activities to
improve the strains of primary chicken breeding stock, the genetic
qualities of swine, and finished product development. Additionally, a
separate staff of research and development personnel is maintained to
develop and provide for product needs. The annual cost of such research and
development programs is less than one percent of total consolidated annual
sales.
Regulation
The Company's facilities for processing chicken and for housing live
chicken and swine are subject to a variety of federal, state and local laws
relating to the protection of the environment, including provisions
relating to the discharge of materials into the environment, and to the
health and safety of its employees. The Company's chicken and Mexican
Original processing and distribution facilities are also subject to
extensive inspection and regulation by the United States Department of
Agriculture. Additionally, the Company's chicken processing facilities are
participants in the government's pilot Hazardous Analysis Critical Control
Point (HACCP) program. The cost of compliance with such laws and
regulations has not had a material adverse effect upon the Company's
capital expenditures, earnings or competitive position and it is not
anticipated to have a material adverse effect in the future.
Employees and Labor Relations
As of September 30, 2000, the Company employed approximately 68,000
persons. The Company believes that its relations with its workforce are
good.
9
Set forth below is a listing of the Company facilities which have employees
subject to a collective bargaining agreement together with the name of the
union party to the collective bargaining agreement, the number of employees
at the facility subject thereto and the expiration date of the collective
bargaining agreement currently in effect.
Location Union No. of People Expiration Date
- -------- ----- ------------- ---------------
Albertville, AL UFCW 750 December 31, 2001
Ashland, AL UFCW 775 February 24, 2002
Berlin, MD UFCW 250 December 21, 2001
Berlin, MD Teamsters 250 December 16, 2001
Buena Vista, GA RWDSU 1,225 November 1, 2003
Carthage, TX UFCW 700 November 8, 2003
Center, TX UFCW 1,000 February 1, 2003
Chicago, IL Truck Drivers 900 October 6, 2001
Cleveland, MS RWDSU 450 February 22, 2004
Corydon, IN UFCW 400 January 26, 2002
Corydon, IN Steelworkers 50 October 12, 2002
Dardanelle, AR UFCW 1,075 November 3, 2001
Gadsden/Blountsville, AL Teamsters 25 March 31, 2001
Gadsden, AL RWDSU 1,000 November 8, 2001
Glen Allen, VA UFCW 975 November 1, 2001
Robards, KY UFCW 800 April 21, 2001
Hope, AR UFCW 1,350 March 2, 2003
Jackson, MS UFCW 775 December 28, 2002
Jacksonville, FL Teamsters 750 December 31, 2002
Noel, MO UFCW 1,425 December 2, 2002
Pine Bluff, AR UFCW 300 October 12, 2002
Shelbyville, TN RWDSU 975 November 15, 2002
Shelbyville, TN Teamsters 25 August 4, 2001
Wilkesboro, NC Teamsters 50 November 4, 2001
Wilkesboro, NC Teamsters 75 November 4, 2001
Wilkesboro, NC Teamsters 100 November 4, 2001
UFCW - United Food and Commercial Workers Union
RWDSU - Retail, Wholesale, Department Store Union
The Company has not experienced any strike or work stoppage which had a
material impact on operations.
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 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.
10
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; (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; (iv) effectiveness of advertising and marketing programs; (v) the
ability of the Company to make effective acquisitions and to successfully
integrate newly acquired businesses into existing operations; (vi) risks
associated with leverage, including cost increases due to rising interest
rates; (vii) risks associated with effectively evaluating derivatives and
hedging activities (viii) changes in regulations and laws, including
changes in accounting standards, environmental laws, occupational, health
and safety laws; (ix) adverse results from on-going litigation; (x) access
to foreign markets together with foreign economic conditions, including
currency fluctuations; and (xi) the effect of, or changes in, general
economic conditions.
ITEM 2. PROPERTIES
The Company currently has production and distribution operations in
the following states: Alabama, Arkansas, California, Florida, Georgia,
Illinois, Indiana, Kentucky, Maryland, Mississippi, Missouri, North
Carolina, Oklahoma, Pennsylvania, Tennessee, Texas and Virginia.
Additionally, the Company, either directly or through its subsidiaries, has
facilities in or participates in joint venture operations in Argentina,
Brazil, China, Denmark, Indonesia, Japan, Korea, Malaysia, Mexico, the
Philippines, Puerto Rico, Russia, Spain, the United Kingdom and Venezuela.
The principal chicken operations of the Company consist of 61
processing plants. These plants are devoted to various phases of
slaughtering, dressing, cutting, packaging, deboning or further-processing.
The total slaughter capacity is approximately 49 million head per week.
To support the above facilities the Company operates 38 feed mills and
77 broiler hatcheries with sufficient capacity to meet the needs of the
chicken growout operations. In addition, the Company owns chicken cold
storage facilities with a capacity of approximately 142 million pounds.
The Company's swine operations consist of 176 swine farrowing and
nursery units and 554 swine finishing units. These swine growout operations
are supported by 3 dedicated feed mills supplemented by the production from
the chicken operations' feed mills. In addition, the Company operates a
grain drying and 2 storage facilities in support of its swine feed mill
operations.
The Company's other operations consist of 8 processing plants
supported by 5 additional freezer storage facilities. Additionally, other
operations include 12 rendering plants with the capacity to produce 28
million pounds of animal protein products per week supported by 3 freezer
facilities. The Company also has 18 ground pet food processing operations
in connection with chicken processing plants capable of producing 8 million
pounds of product per week, as well as 2 blending mill operations.
11
The Company owns its major operating facilities with the following
exceptions: 2 chicken primary processing plants are leased until 2003, 1
chicken emulsified plant is leased month to month, 1 distribution center is
leased until 2003 and 1 distribution center is leased year to year, 2
feedmills and 2 hatcheries are leased until 2003, 386 breeder farm houses
are leased under agreements expiring at various dates through 2003 and four
breeder farm houses are leased month to month, 82 swine farrowing and
nursery units and 269 swine finishing units are leased under one to ten
year renewable lease agreements, with the majority expiring in 2002.
Management believes that the Company's present facilities are
generally adequate and suitable for its current purposes. In general, the
Company's facilities are fully utilized. However, seasonal fluctuations in
inventories and production may occur as a reaction to market demands for
certain products. The Company regularly engages in construction and other
capital improvement projects intended to expand capacity and improve the
efficiency of its processing and support facilities.
ITEM 3. LEGAL PROCEEDINGS
On June 22, 1999, 11 current and former employees of the Company filed
the case of M.H. Fox, et al. v. Tyson Foods, Inc. (Fox v. Tyson) in the
U.S. District Court for the Northern District of Alabama claiming the
Company violated requirements of the Fair Labor Standards Act. The suit
alleges the Company failed to pay employees for all hours worked and/or
improperly paid them for overtime hours. The suit generally alleges that
(i) employees should be paid for time taken to put on and take off certain
working supplies at the beginning and end of their shifts and breaks and
(ii) the use of "mastercard" or "line" time fails to pay employees for all
time actually worked. Plaintiffs seek to represent themselves and all
similarly situated current and former employees of the Company. At filing
159 current and/or former employees consented to join the lawsuit and, to
date, approximately 4,900 consents have been filed with the court.
Discovery in this case is ongoing. A hearing was held on March 6, 2000, to
consider the plaintiff's request for collective action certification and
court-supervised notice. No decision has been rendered. The Company
believes it has substantial defenses to the claims made and intends to
vigorously defend the case; however, neither the likelihood of unfavorable
outcome nor the amount of ultimate liability, if any, with respect to this
case can be determined at this time.
Substantially similar suits have been filed against other integrated
poultry companies. In addition, organizing activity conducted by
representatives or affiliates of the United Food and Commercial Workers
Union against the poultry industry has encouraged worker participation in
Fox v Tyson and the other lawsuits.
On February 9, 2000, the Wage and Hour Division of the U.S. Department
of Labor (DOL) began an industry-wide investigation of poultry producers,
including the Company, to ascertain compliance with various wage and hour
issues. As part of this investigation, the DOL inspected 14 of the
Company's processing facilities. The Company has begun preliminary
discussions with the DOL regarding its investigation to discuss a
resolution of potential claims that might be asserted by the DOL.
12
The Company has been advised of an investigation by the Immigration
and Naturalization Service (INS) and the U.S. Attorney's Office for the
Eastern District of Tennessee into possible violations of the Immigration
and Naturalization Act at several of the Company's locations. On October
5, 2000, the Company was advised that, in addition to a number of its
employees, the Company itself is a subject of the investigation. The
outcome of the investigation and any potential liability on the part of the
Company cannot be determined at this time.
On January 20, 2000, McCarty Farms, Inc. (McCarty), a former
subsidiary of the Company which has been merged into the Company, was
indicted in the U.S. District Court for the Southern District of
Mississippi, Jackson Division, for conspiracy to violate the federal Clean
Water Act. The alleged conspiracy arose out of McCarty's partial ownership
of Central Industries, Inc. (Central), which operates a rendering plant in
Forest, Miss. On November 3, 2000, Central pled to 25 counts of knowing
violations of the Act and one count of conspiracy pursuant to a plea
agreement, which resulted in a $14 million fine against Central payable
over five years. The conspiracy indictment against McCarty and other
Central shareholders was dismissed. A related civil proceeding by the
United States arising from the same circumstances, and a state
environmental administrative complaint were also fully resolved and
dismissed as a part of Central's Plea Agreement.
The Company's Sedalia, Mo., facility is currently under investigation
by the U.S. Attorney's office of the Western District of Missouri for
possible violations of environmental laws or regulations. Neither the
likelihood of an unfavorable outcome nor the amount of ultimate liability,
if any, with respect to this investigation can be determined at this time.
On October 17, 2000, a Washington County (Arkansas) Chancery Court
jury awarded the Company approximately $20 million in its lawsuit against
ConAgra, Inc. and ConAgra Poultry Company. In its suit, the Company
alleged that ConAgra, Inc. and ConAgra Poultry Company violated the
Arkansas Trade Secrets Act when they improperly obtained and implemented
Tyson's confidential feed nutrient profile. On December 4, 2000, as a
result of an Arkansas Supreme Court opinion issued subsequent to the
Chancery Court's October ruling, the Chancery Court reversed the $20
million judgement and dismissed the case with prejudice. The Company plans
to appeal the Chancery Court's decision.
Additionally, the Company is involved in various lawsuits and claims
made by third parties on an ongoing basis as a result of its day-to-day
operations. Although the outcome of such items cannot be determined with
certainty, the Company's general counsel and management are of the opinion
that the final outcome should not have a material effect on the Company's
results of operations or financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
13
Executive Officers of the Company
Officers of the Company serve one year terms from the date of their
election, or until their successors are appointed and qualified. The name,
title, age and year of initial election to executive office of the
Company's executive officers are listed below:
Year
Name Title Age Elected
- ---- ----- --- -------
Don Tyson Senior Chairman of the 70 1963
Board of Directors
John H. Tyson Chairman of the Board of Directors, 47 1984
President and Chief Executive Officer
Greg Lee Chief Operating Officer 53 1993
Mike Baker President, Production Services 45 1999
Wayne Butler President, Prepared Foods Group 46 1999
Greg Huett President, International Group 39 2000
William W. Lovette President, Food Service Group 40 1999
Les Baledge Executive Vice President and 43 1999
General Counsel
John D. Copeland Executive Vice President, 50 1999
Ethics and
Environmental Compliance
Steven Hankins Executive Vice President and 42 1997
Chief Financial Officer
Carl G. Johnson Executive Vice President, 47 1999
Administrative Services
John S. Lea Executive Vice President and 47 1999
Chief Marketing Officer
Donnie Smith Executive Vice President, 41 1999
Supply Chain Management
Dennis Leatherby Senior Vice President, 40 1990
Finance and Treasurer
David L. Van Bebber Senior Vice President, 44 1990
Legal Services
Rodney S. Pless Vice President, Controller and 39 2000
Chief Accounting Officer
R. Read Hudson Secretary and Corporate Counsel 42 1998
Louis C. Gottsponer, Jr. Assistant Secretary and 36 1998
Director of Investor Relations
14
John H. Tyson is the son of Don Tyson. No other family relationships exist
among the above officers. Mr. Don Tyson was appointed Senior Chairman of
the Board of Directors in 1995. Mr. John H. Tyson was appointed President
and Chief Executive Officer in 2000 and Chairman of the Board of Directors
in 1998 after serving as Vice Chairman of the Board of Directors since 1997
and President, Beef and Pork Division since 1993. Mr. Lee was appointed
Chief Operating Officer in 1999 after serving as President of the
Foodservice Group since 1998 and Executive Vice President, Sales, Marketing
and Technical Services since 1995. Mr. Baker was appointed President,
Production Services in 1999 after serving as Division Vice President since
1995. Mr. Butler was appointed President, Prepared Foods Group in 1998
after serving as President, Mexican Original since 1997 and Complex Manager
since 1994. Mr. Huett was appointed President, International Group in 2000
after serving as Senior Vice President and General Manager, Club Stores
since 1999, Vice President, Sales and Marketing, Wholesale Clubs since 1996
and Director, General Mexico Business Unit since 1994. Mr. Lovette was
appointed President, Food Service Group in 2000 after serving as President,
International Group since 1999 and Vice President, Operations since 1995.
Mr. Baledge was appointed Executive Vice President and General Counsel in
2000 after serving as Executive Vice President and Associate General
Counsel since 1999 upon joining Tyson. Prior to joining Tyson, Mr. Baledge
was of counsel to the law firm of Kutak Rock LLP and a partner with the
Rose Law Firm. Mr. Copeland was appointed Executive Vice President, Ethics
and Environmental Compliance in 1999 after serving as Director of Corporate
Ethics and Compliance since 1998. Mr. Hankins was appointed Executive Vice
President and Chief Financial Officer in 1998 after serving as Senior Vice
President, Financial Planning and Shared Services since 1997 and Vice
President, Management Information Systems since 1993. Mr. Johnson was
appointed Executive Vice President, Administrative Services in 1999 after
serving as Vice President, Assets and Risk Management since 1994. Mr. Lea
was appointed Executive Vice President and Chief Marketing Officer in 1999
after serving as Vice President, Retail Sales and Marketing since 1995.
Mr. Smith was appointed Executive Vice President, Supply Chain Management
in 1999 after serving as Vice President, Purchasing since 1995. Mr.
Leatherby was appointed Senior Vice President, Finance and Treasurer in
1998 after serving as Vice President and Treasurer since 1997 and Treasurer
since 1994. Mr. Van Bebber was appointed Senior Vice President, Legal
Services in 2000 after serving as Vice President and Director of Legal
Services since 1998 and Assistant Secretary since 1990. Mr. Pless was
appointed Vice President, Controller and Chief Accounting Officer in 2000
upon joining Tyson. Prior to joining Tyson, Mr. Pless was Vice President,
Controller and Chief Accounting Officer for TransMontaigne. Mr. Hudson was
appointed Secretary and Corporate Counsel in 1998 after serving as
Corporate Counsel since 1992. Mr. Gottsponer was appointed Assistant
Secretary and Director of Investor Relations in 1998 after serving as
Corporate Finance Manager since 1996 and Cash Manager since 1993.
15
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company currently has issued and outstanding two classes of
capital stock, Class A Common Stock (the "Class A Stock") and Class B
Common Stock (the "Class B Stock"). Information regarding the voting rights
and dividend restrictions are set forth on page 34 of the Annual Report
under the caption "Capital Stock," which information is incorporated herein
by reference.
On September 30, 2000, there were approximately 36,079 holders of
record of the Company's Class A Stock and 17 holders of record of the
Company's Class B Stock, excluding holders in the security position
listings held by nominees. The Class A Stock is traded on the New York
Stock Exchange under the symbol "TSN." No public trading market currently
exists for the Class B Stock. Information regarding the high and low
closing prices of the Class A Stock is set forth on pages 48 and 51 of the
Annual Report under the captions "Eleven-Year Financial Summary" and
"Closing Price of Company's Common Stock," which information is
incorporated herein by reference.
The Company has paid uninterrupted quarterly dividends on its common
stock each year since 1977. The annual dividend rate for Class A Stock is
$0.16 per share and the annual dividend rate for Class B Stock is $0.144
per share.
ITEM 6. SELECTED FINANCIAL DATA
See the information reflected under the caption "Eleven-Year Financial
Summary" on page 48 of the Annual Report, which information is incorporated
herein by reference.
ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
See the information reflected under the caption "Management's
Discussion and Analysis" on pages 20 through 28 of the Annual Report, which
information is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS
See the information reflected under the caption "Market Risk" on pages
25 through 27 of the Annual Report, which information is incorporated
herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See the information on pages 29 through 45 and 47 of the Annual Report
under the caption "Consolidated Statements of Income," "Consolidated
Balance Sheets," "Consolidated Statements of Shareholders' Equity,"
"Consolidated Statements of Cash Flows," "Notes to Consolidated Financial
Statements" and "Report of Independent Auditors," which information is
incorporated herein by reference. Other financial information is filed
under Item 14 of Part IV of this report.
16
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
See information set forth under the captions "Election of Directors"
and "Section 16(a) Beneficial Ownership Reporting" in the Proxy Statement,
which information is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Pursuant to general instruction G(3) of the instructions to Annual
Report on Form 10-K, certain information concerning the Company's executive
officers is included under the caption "Executive Officers of the Company"
in Part I of this Report. See the information set forth under the captions
"Executive Compensation and Other Information" and "Report of Compensation
Committee" in the Proxy Statement, which information is incorporated herein
by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
See the information included under the captions "Principal
Shareholders" and "Security Ownership of Management" in the Proxy
Statement, which information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See the information included under the caption "Certain Transactions"
in the Proxy Statement, which information is incorporated herein by
reference.
17
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this report:
1. The following consolidated financial statements of the
registrant included on pages 29 through 45 in the
Company's Annual Report for the fiscal year ended
September 30, 2000, and the Report of Independent
Auditors, on page 47 of such Annual Report are
incorporated herein by reference. Page references
set forth in the index below are to page numbers in
Exhibit 13 of this Form 10-K.
Pages
-----
Consolidated Statements of Income
for the three years ended September 30, 2000 58
Consolidated Balance Sheets at
September 30, 2000 and October 2, 1999 59
Consolidated Statements of Shareholders' Equity
for the three years ended September 30, 2000 60-61
Consolidated Statements of Cash Flows
for the three years ended September 30, 2000 62
Notes to Consolidated Financial Statements 63-78
Report of Independent Auditors 80
2. The following additional information for the years 2000,
1999 and 1998 is submitted herewith. Page references are
to the consecutively numbered pages of this Report on
Form 10-K:
Pages
-----
Report of Independent Auditors 28
Schedule II Valuation and Qualifying 29
Accounts for the three years ended
September 30, 2000
All other schedules are omitted because they are neither applicable
nor required.
3. The exhibits filed with this report are listed in the
Exhibit Index at the end of this Item 14.
4. The Company did not file any current reports on Form 8-K
during the quarter ended September 30, 2000.
18
EXHIBIT INDEX
The following exhibits are filed with this report or are incorporated
by reference to previously filed material. Page references are to the
cover page preceding each attached Exhibit.
Exhibit No. Pages
- ----------- -----
3.1 Restated Certificate of Incorporation of the Company
(previously filed as Exhibit 3.1 to the Company's
Annual Report on Form 10-K for the fiscal year ended
October 3, 1998, Commission File No. 0-3400, and
incorporated herein by reference).
3.2 Second Amended and Restated Bylaws of the Company
(previously filed as Exhibit 3.2 to the Company's
Quarterly Report on Form 10-Q for the period ended
January 1, 2000, Commission File No. 0-3400, and
incorporated herein by reference).
4.1 Form of Indenture between the Company and The Chase
Manhattan Bank, N.A., as Trustee relating to the
issuance of Debt Securities (previously filed as
Exhibit 4 to Amendment No. 1 to Registration Statement
on Form S-3, filed with the Commission on May 8, 1995,
Registration No. 33-58177, and incorporated herein by
reference).
4.2 Form of 6.75% $150 million Note due June 1, 2005
(previously filed as Exhibit 4(b) to the Company's
Quarterly Report on Form 10-Q for the period ended
July 1, 1995, Commission File No. 0-3400, and
incorporated herein by reference).
4.3 Form of Fixed Rate Medium-Term Note (previously filed
as Exhibit 4.2 to the Company's Current Report on Form
8-K, filed with the Commission on July 20, 1995,
Commission File No. 0-3400, and incorporated herein by
reference).
4.4 Form of Floating Rate Medium-Term Note (previously
filed as Exhibit 4.3 to the Company's Current Report
on Form 8-K, filed with the Commission on
July 20, 1995, Commission File No. 0-3400, and
incorporated herein by reference).
4.5 Form of Calculation Agent Agreement (previously filed
as Exhibit 4.4 to the Company's Current Report on Form
8-K, filed with the Commission on July 20, 1995,
Commission File No. 0-3400, and incorporated herein by
reference).
19
4.6 Amended and Restated Note Purchase Agreement, dated
June 30, 1993, by and between the Company and various
Purchasers as listed in the Purchaser Schedule
attached to said agreement, together with the
following documents:
(a) Form of Series A Note
(b) Form of Series D Note
(previously filed as Exhibit 4(a) to the Company's
Quarterly Report on Form 10-Q for the period ended
July 3, 1993, Commission File No. 0-3400, and
incorporated herein by reference).
4.7 Amendment Agreement, dated November 1, 1994, to
Amended and Restated Note Purchase Agreements, dated
June 30, 1993, by and between the Company and various
Purchasers as listed in the Purchaser Schedule
attached to said agreement (previously filed as
Exhibit 10(a) to the Company's Quarterly Report on
Form 10-Q for the period ended December 31, 1994,
Commission File No. 0-3400, and incorporated herein by
reference).
4.8 Second Amendment Agreement, dated as of June 29, 1996,
to Amended and Restated Note Purchase Agreements,
dated June 30, 1993, by and between the Company and
various Purchasers as listed in the Purchaser Schedule
attached to said agreement (previously filed as
Exhibit 4.8 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).
4.9 Amended and Restated Note Agreement, dated
June 30, 1993, by and between the Company and various
Purchasers as listed in the Purchaser Schedule
attached to said agreement, together with the
following related documents:
(a) Form of Series E Note
(b) Form of Series F Note
(c) Form of Series G Note
(previously filed as Exhibit 4(b) to the Company's
Quarterly Report on Form 10-Q for the period ended
July 3, 1993, Commission File No. 0-3400, and
incorporated herein by reference).
20
4.10 Amendment Agreement, dated November 1, 1994, to
Amended and Restated Note Agreement, dated
June 30, 1993, by and between the Company and various
Purchasers as listed in the Purchaser Schedule
attached to said agreement (previously filed as
Exhibit 10(b) to the Company's Quarterly Report on
Form 10-Q for the period ended December 31, 1994,
Commission File No. 0-3400, and incorporated herein by
reference).
4.11 Second Amendment Agreement, dated as of June 29, 1996,
to Amended and Restated Note Agreement, dated
June 30, 1993, by and between the Company and
Purchasers as listed in the Purchaser Schedule
attached to said agreement (previously filed as
Exhibit 4.11 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).
4.12 Form of 7.0% $200 million Note due May 1, 2018
(previously filed as Exhibit 4.1 to the Company's
Quarterly Report on Form 10-Q for the period ended
March 28, 1998, Commission File No. 0-3400, and
incorporated herein by reference).
4.13 Form of 7.0% $40 million Note due May 1, 2018
(previously filed as Exhibit 4.2 to the Company's
Quarterly Report on Form 10-Q for the period ended
March 28, 1998, Commission File No. 0-3400, and
incorporated herein by reference).
10.1 Fourth Amended and Restated Credit Agreement,
including all exhibits thereto, dated as of
May 26, 1995, by and among the Company, as Borrower,
The Chase Manhattan Bank N.A., Chemical Bank,
Cooperative Centrale Raiffeisen-Boerenleenbank B.A.
(Rabobank Nederland), Morgan Guaranty Trust Company of
New York, National Westminister Bank Plc, Nationsbank
of Texas, N.A., and Societe Generale, as Co-Agents,
and Bank of America National Trust and Savings
Association, as Agent (previously filed as Exhibit
4(f) to the Company's Quarterly Report on Form 10-Q
for the period ended July 1, 1995, Commission File
No. 0-3400, and incorporated herein by reference).
21
10.2 Amendment No. 1 to Fourth Amended and Restated Credit
Agreement, dated as of May 24, 1996, by and among the
Company, as Borrower, the banks party thereto, The
Chase Manhatten Bank, N.A., Chemical Bank, Cooperative
Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank
Nederland), Morgan Guaranty Trust Company of New York,
National Westminister Bank Plc, Nationsbank of Texas,
N.A., and Societe Generale as Co-Agents and Bank of
America National Trust and Savings Association, as
Agent (previously filed as Exhibit 4(b) to the
Company's Form 10-Q for the quarter ended
June 29, 1996, Commission File No. 0-3400, and
incorporated herein by reference).
10.3 Amendment No. 2 to Fourth Amended and Restated Credit
Agreement, dated as of May 23, 1997, by and among the
Company, as Borrower, the banks party thereto, The
Chase Manhatten Bank, N.A., Chemical Bank, Cooperative
Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank
Nederland), Morgan Guaranty Trust Company of New York,
National Westminister Bank Plc, Nationsbank of Texas,
N.A., and Societe Generale as Co-Agents and Bank of
America National Trust and Savings Association, as
Agent (previously filed as Exhibit 4(b) to the
Company's Form 10-Q for the quarter ended
June 28, 1997, Commission File No. 0-3400, and
incorporated herein by reference).
10.4 Issuing and Paying Agency Agreement dated July 1,
1993, between the Company and Morgan Guaranty Trust
Company of New York, (previously filed as Exhibit
10(d) to the Company's Quarterly Report on Form 10-Q
for the period ended July 3, 1993, Commission File No.
0-3400, and incorporated herein by reference).
10.5 Commercial Paper Dealer Agreement dated July 1, 1993,
between the Company and Merrill Lynch Money Markets,
Inc. (previously filed as Exhibit 10(e) to the
Company's Quarterly Report on Form 10-Q for the period
ended July 3, 1993, Commission File No. 0-3400, and
incorporated herein by reference).
10.6 Commercial Paper Dealer Agreement dated July 1, 1993,
between the Company and the First Boston Corporation
(previously filed as Exhibit 10(g) to the Company's
Quarterly Report on Form 10-Q for the period ended
July 3, 1993, Commission File No. 0-3400, and
incorporated herein by reference).
10.7 Commercial Paper Dealer Agreement dated July 1, 1993,
between the Company and J.P. Morgan Securities, Inc.
(previously filed as Exhibit 10(h) to the Company's
Quarterly Report on Form 10-Q for the period ended
July 3, 1993, Commission File No. 0-3400, and
incorporated herein by reference).
22
10.8 Commercial Paper Dealer Agreement dated July 1, 1993,
between the Company and Bank of America National Trust
and Savings Association (previously filed as Exhibit
10(i) to the Company's Quarterly Report on Form 10-Q
for the period ended July 3, 1993, Commission File
No. 0-3400, and incorporated herein by reference).
10.9 Commercial Paper Dealer Agreement dated
September 1, 1994, between the Company and Chase
Securities, Inc. (previously filed as Exhibit 10(j) 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).
10.10 Tyson Foods, Inc. Senior Executive Performance Bonus
Plan adopted November 18, 1994 (previously filed as
Exhibit 10(k) 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).
10.11 Tyson Foods, Inc. Restricted Stock Bonus Plan,
effective August 21, 1989, as amended and restated on
April 15, 1994; and Amendment to Restricted Stock
Bonus Plan effective November 18, 1994 (previously
filed as Exhibit 10(l) 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).
10.12 Tyson Foods, Inc. Amended and Restated Employee Stock
Purchase Plan, dated as of December 13, 1999
(previously filed as Exhibit 10.12 to the Company's
Form 10-K for the fiscal year ended October 2, 1999,
Commission File No. 0-3400, and incorporated herein by
reference).
10.13 Second Amended and Restated Employment Agreement dated
August 1, 1997, between the Company and Don Tyson,
Senior Chairman of the Board of Directors of the
Company (previously filed as Exhibit 10.21 to the
Company's Form 10-K for the fiscal year ended
September 27, 1997, Commission File No. 0-3400, and
incorporated herein by reference).
10.14 Amended and Restated Retirement Savings Plan of Tyson
Foods, Inc., qualified under Section 401(k) of the
Internal Revenue Code of 1986, dated as of December
13, 1999, (previously filed as Exhibit 10.14 to the
Company's Form 10-K for the fiscal year ended October
2, 1999, Commission File No. 0-3400, and incorporated
herein by reference).
23
10.15 Amended and Restated Executive Savings Plan of Tyson
Foods, Inc. effective October 1, 1997, and First
Amendment to the Amended and Restated Executive
Savings Plan of Tyson Foods, Inc. effective December
31, 1998 (previously filed as exhibit 10.15 to the
Company's Form 10-K for the fiscal year ended October
2, 1999, Commission File No. 0-3400, and incorporated
herein by reference).
10.16 Tyson Foods, Inc. Non-statutory Stock Option Plan of
1982, as amended and restated on November 18, 1994,
(previously filed as Exhibit 99 to the Company's
Registration Statement of Form S-8 filed with the
Commission on January 30, 1995, Commission File No. 33-
54716, and incorporated herein by reference).
10.17 Form of Indemnity Agreement between Tyson Foods, Inc.
and its directors and certain of its executive
officers (previously filed as Exhibit 10(t) to the
Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1995, Commission File No. 0-
3400, and incorporated herein by reference).
10.18 Senior Executive Employment Agreement dated April 12,
2000 between the Company and Wayne Britt (previously
filed as Exhibit 10 to the Company's Quarterly Report
on Form 10-Q for the period ended April 1, 2000,
Commission File No. 0-3400, and incorporated herein by
reference).
10.19 Tyson Foods, Inc. 2000 Stock Incentive Plan dated
August 11, 2000. 30-45
13 Pages 20 through 52 of the Annual Report to
Shareholders for the fiscal year ended
September 30, 2000. 46-90
21 Subsidiaries of the Company. 91-92
23 Consent of Independent Auditors. 93
27 Financial Data Schedule.
24
SIGNATURES
Pursuant to requirements of Section 13 or 15(d) 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.
By /s/ Steven Hankins December 8, 2000
-------------------
Steven Hankins
Executive Vice President
and Chief Financial Officer
25
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
/s/ Barbara Allen Director December 8, 2000
- ---------------------
Barbara Allen
/s/ Neely Cassady Director December 8, 2000
- ---------------------
Neely Cassady
/s/ Lloyd V. Hackley Director December 8, 2000
- ---------------------
Lloyd V. Hackley
/s/ Steven Hankins Executive Vice President and December 8, 2000
- --------------------- Chief Financial Officer
Steven Hankins
/s/ Gerald Johnston Director December 8, 2000
- ---------------------
Gerald Johnston
/s/ David Jones Director December 8, 2000
- ---------------------
David Jones
/s/ Jim Kever Director December 8, 2000
- ---------------------
Jim Kever
/s/ Shelby D. Massey Director December 8, 2000
- ---------------------
Shelby D. Massey
/s/ Rodney S. Pless Vice President, Controller and December 8, 2000
- --------------------- Chief Accounting Officer
Rodney S. Pless
/s/ Joe F. Starr Director December 8, 2000
- ---------------------
Joe F. Starr
/s/ Leland E. Tollett Director December 8, 2000
- ---------------------
Leland E. Tollett
/s/ Barbara Tyson Vice President and Director December 8, 2000
- ---------------------
Barbara Tyson
/s/ Don Tyson Senior Chairman of the December 8, 2000
- --------------------- Board of Directors
Don Tyson
26
/s/ John H. Tyson Chairman of the December 8, 2000
- --------------------- Board of Directors,
John H. Tyson President and
Chief Executive Officer
/s/ Fred S. Vorsanger Director December 8, 2000
- ---------------------
Fred S. Vorsanger
/s/ Donald E. Wray Director December 8, 2000
- ---------------------
Donald E. Wray
27
REPORT OF INDEPENDENT AUDITORS
We have audited the consolidated financial statements of Tyson Foods, Inc.
as of September 30, 2000 and October 2, 1999, and for each of the three
years in the period ended September 30, 2000, and have issued our report
thereon dated November 13, 2000. Our audits also included the financial
statement schedule listed in Item 14(a) in this annual report (Form 10-K).
This schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits.
In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
Little Rock, Arkansas /s/ERNST & YOUNG LLP
November 13, 2000 --------------------
ERNST & YOUNG LLP
28
FINANCIAL STATEMENT SCHEDULE
TYSON FOODS, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Three Years Ended September 30, 2000
(Dollars in Millions)
Balance at Charged to Charged Balance
Beginning Costs and to Other Additions at End
Description of Period Expenses Accounts (Deductions) of Period
- ----------- ---------- --------- -------- ----------- ---------
Allowance for
Doubtful Accounts
2000 $22 $25(1) 0 $(30)(1) $17
1999 $85 $16(2) 0 $(79)(3) $22
1998 $4 $2 0 $79 (4) $85
(1) Includes $24 million reserve related to the January 31, 2000,
bankruptcy filing by AmeriServe Food Distribution, Inc.
(2) Includes $12 million reserve for international operations.
(3) Write off of receivables against reserve related to 1998 allowance.
(4) Includes $48 million reserve for international currency devaluation.
29