UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
SCHEDULE TO
(RULE 14d-100)
Tender Offer Statement Pursuant to Section 14(d)(1) and 13(e)(1) of
the Securities Exchange Act of 1934
(AMENDMENT NO. 5)
IBP, INC.
(Name of Subject Company)
LASSO ACQUISITION CORPORATION
TYSON FOODS, INC.
(Name of Filing Persons-Offeror)
COMMON STOCK, PAR VALUE $0.05 PER SHARE
(Title of Class of Securities)
---------------
449223106
(Cusip Number of Class of Securities)
LES R. BALEDGE
TYSON FOODS, INC.
2210 West Oaklawn Drive
Springdale, Arkansas 72762-6999
Telephone: (501) 290-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
Copies to:
Mel M. Immergut
Lawrence Lederman
Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, New York 10005
Telephone: (212) 530-5732
CALCULATION OF FILING FEE
Transaction valuation* Amount of filing fee
-------------------------------------------------------------------------------------------------------------------
$1,579,978,050 $315,995.61
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* Estimated for purposes of calculating the amount of the filing fee only.
The amount assumes the purchase of a total of 52,665,935 shares of the
outstanding common stock, par value $0.05 per share (the "Shares"), of IBP,
inc., a Delaware corporation (the "Company"), at a price per Share of $30.00 in
cash. Such number of Shares, together with the 574,200 Shares owned by Tyson
Foods, Inc., a Delaware corporation ("Tyson"), represents approximately 50.1% of
the 106,267,735 Shares outstanding as of June 29, 2001 (as disclosed by the
Company in its Solicitation/Recommendation Statement on Schedule 14D-9 filed
July 3, 2001.)
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $315,995.61 Filing Party: Tyson and Lasso
Acquisition Corporation
Form or Registration No.: Schedule TO Date Filed: December 12,2000,
December 29, 2000,
January 2, 2001 and
July 3, 2001
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[_] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
[_] Check the following box if the filing is a final amendment reporting the
results of the tender offer.
AMENDMENT NO. 5 TO TENDER OFFER STATEMENT
This Amendment No. 5 to the Tender Offer Statement on Schedule TO (as
amended hereby, the "Schedule TO") relates to the offer by Lasso Acquisition
Corporation, a Delaware corporation ("Purchaser") and a wholly-owned subsidiary
of Tyson to purchase up to the number of Shares, which, together with the Shares
owned by Tyson, constitutes 50.1% of the outstanding Shares at $30.00 per Share,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated July 3, 2001 (as amended, the "Offer to
Purchase"), and in the related Letter of Transmittal (which, together with the
Offer to Purchase and any amendments or supplements thereto, collectively
constitute the "Offer"). Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to them in the Offer to Purchase. Attached
hereto as Exhibit (a)(16) is a copy of the press release issued by Tyson on
August 3, 2001 and the information contained therein is incorporated herein by
reference.
Except as amended herein, the information set forth in the Offer to
Purchase and the related Letter of Transmittal is incorporated herein by
reference with respect to Items 1 through 11 of this Schedule TO.
Item 12. Exhibits.
(a)(1) Offer to Purchase dated July 3, 2001 (also see Exhibit (a)(9)
below).*
(a)(2) Letter of Transmittal (including Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9) (also see
Exhibit (a)(10) below).*
(a)(3) Notice of Guaranteed Delivery (also see Exhibit (a)(11) below).*
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees (also see Exhibit (a)(12) below).*
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees (also see Exhibit (a)(13)
below).*
(a)(6) Form of summary advertisement dated July 3, 2001.*
(a)(7) Joint Press Release issued by Tyson and the Company dated June 27,
2001.*
(a)(8) Joint Press Release issued by Tyson and the Company dated June 28,
2001.*
(a)(9) Offer to Purchase dated July 3, 2001 (as amended).*
(a)(10) Letter of Transmittal (including Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9) (as
amended).*
(a)(11) Notice of Guaranteed Delivery (as amended).*
(a)(12) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees (as amended).*
(a)(13) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees (as amended).*
(a)(14) Press Release issued by Tyson dated July 5, 2001.*
(a)(15) Tyson Conference Call dated July 30, 2001.*
(a)(16) Press release issued by Tyson dated August 3, 2001.
(b)(1) Bridge Facility between Tyson, Chase, JPMorgan, MLCC, SunTrust and
SunTrust Capital Markets, Inc. with respect to a senior unsecured
bridge credit facility in an aggregate principal amount of $2.5
billion dated July 27, 2001.*
(b)(2) Receivables Bridge Facility between Tyson, Chase and JPMorgan with
respect to a senior unsecured receivables bridge credit facility in
an aggregate principal amount of $350 million dated July 27, 2001.*
(d)(1) Confidentiality Agreement between Tyson and the Company dated
December 4, 2000 (incorporated by reference to Exhibit (d)(1) to the
Schedule TO of Purchaser and Tyson filed on December 12, 2000).*
(d)(2) Confidentiality Agreement between Tyson and the Company dated
December 18, 2000 (incorporated by reference to Exhibit (d)(6) to
Amendment No. 9 to the Schedule TO of Purchaser and Tyson filed on
January 5, 2001).*
(d)(3) Agreement and Plan of Merger among the Company, Tyson and Purchaser
dated as of January 1, 2001 (incorporated by reference to Exhibit
(d)(4) to Amendment No. 9 to the Schedule TO of Purchaser and Tyson
filed on January 5, 2001).*
(d)(4) Voting Agreement by and between Tyson Limited Partnership and the
Company dated as of January 1, 2001 (incorporated by reference to
Exhibit (d)(5) to Amendment No. 9 to the Schedule TO of Purchaser
and Tyson filed on January 5, 2001).*
(d)(5) Stipulation and Order dated June 27, 2001, IBP, inc. v. Tyson Foods,
Inc., C.A. No. 18373, Court of Chancery of the State of Delaware.*
(d)(6) Letter of Tyson Limited Partnership dated June 27, 2001.*
* Previously filed.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
TYSON FOODS, INC.
/s/ Les R. Baledge
-----------------------------------
(Signature)
Les R. Baledge,
Executive Vice President
and General Counsel
-----------------------------------
(Name and Title)
August 3, 2001
-----------------------------------
(Date)
LASSO ACQUISITION CORPORATION
/s/ Les R. Baledge
-----------------------------------
(Signature)
Les R. Baledge,
Executive Vice President
-----------------------------------
(Name and Title)
August 3, 2001
-----------------------------------
(Date)
EXHIBIT INDEX
(a)(1) Offer to Purchase dated July 3, 2001 (also see Exhibit (a)(9)
below).*
(a)(2) Letter of Transmittal (including Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9) (also see
Exhibit (a)(10) below).*
(a)(3) Notice of Guaranteed Delivery (also see Exhibit (a)(11) below).*
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees (also see Exhibit (a)(12) below).*
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees (also see Exhibit (a)(13)
below).*
(a)(6) Form of summary advertisement dated July 3, 2001.*
(a)(7) Joint Press Release issued by Tyson and the Company dated June 27,
2001.*
(a)(8) Joint Press Release issued by Tyson and the Company dated June 28,
2001.*
(a)(9) Offer to Purchase dated July 3, 2001 (as amended).*
(a)(10) Letter of Transmittal (including Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9) (as
amended).*
(a)(11) Notice of Guaranteed Delivery (as amended).*
(a)(12) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees (as amended).*
(a)(13) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees (as amended).*
(a)(14) Press Release issued by Tyson dated July 5, 2001.*
(a)(15) Tyson Conference Call dated July 30, 2001.*
(a)(16) Press release issued by Tyson dated August 3, 2001.
(b)(1) Bridge Facility between Tyson, Chase, JPMorgan, MLCC, SunTrust and
SunTrust Capital Markets, Inc. with respect to a senior unsecured
bridge credit facility in an aggregate principal amount of $2.5
billion dated July 27, 2001.*
(b)(2) Receivables Bridge Facility between Tyson, Chase and JPMorgan with
respect to a senior unsecured receivables bridge credit facility in
an aggregate principal amount of $350 million dated July 27, 2001.*
(d)(1) Confidentiality Agreement between Tyson and the Company dated
December 4, 2000 (incorporated by reference to Exhibit (d)(1) to the
Schedule TO of Purchaser and Tyson filed on December 12, 2000).*
(d)(2) Confidentiality Agreement between Tyson and the Company dated
December 18, 2000 (incorporated by reference to Exhibit (d)(6) to
Amendment No. 9 to the Schedule TO of Purchaser and Tyson filed on
January 5, 2001).*
(d)(3) Agreement and Plan of Merger among the Company, Tyson and Purchaser
dated as of January 1, 2001 (incorporated by reference to Exhibit
(d)(4) to Amendment No. 9 to the Schedule TO of Purchaser and Tyson
filed on January 5, 2001).*
(d)(4) Voting Agreement by and between Tyson Limited Partnership and the
Company dated as of January 1, 2001 (incorporated by reference to
Exhibit (d)(5) to Amendment No. 9 to the Schedule TO of Purchaser
and Tyson filed on January 5, 2001).*
(d)(5) Stipulation and Order dated June 27, 2001, IBP, inc. v. Tyson Foods,
Inc., C.A. No. 18373, Court of Chancery of the State of Delaware.*
(d)(6) Letter of Tyson Limited Partnership dated June 27, 2001.*
* Previously filed.