Tyson Foods Inc – ‘S-3’ on 12/18/97

As of:  Thursday, 12/18/97   ·   Accession #:  100493-97-14   ·   File #:  333-42525

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Stmt Form S-3                            32    171K 
 2: EX-4        Form of Indenture                                     53    271K 
 3: EX-5        Opinion of Rose Law Firm                               2     14K 
 4: EX-12       Ratio of Earnings to Fixed Chgs                        1      6K 
 5: EX-23.1     Consent of Ernst & Young LLP                           1      6K 
 6: EX-23.3     Consent of Coopers & Lybrand LLP                       1      6K 
 7: EX-24       Powers of Attorney                                     6     28K 

S-3   —   Registration Stmt Form S-3
Document Table of Contents

S-3
1st Page of 32
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
As filed with the Securities and Exchange Commission on December 17, 1997       
Registration No. 333- __________              

SECURITIES AND EXCHANGE COMMISSION            
WASHINGTON, D.C. 20549              
----------------------              

FORM S-3              
REGISTRATION STATEMENT              
UNDER               
THE SECURITIES ACT OF 1933              
--------------------------              

TYSON FOODS, INC.             
(Exact name of registrant as specified in its charter)              

Delaware                       71-0225165                   

(State or other jurisdiction of        (I.R.S.Employer                          
incorporation or organization)       Identification No.)                      

2210 West Oaklawn Drive                 Wayne Britt                             
Springdale, Arkansas 72762-6999    2210 West Oaklawn Drive                      
(501) 290-4000                    Springdale, AR 72762-6999                     
            (501) 290-4000

(Address, including zip         (Name, address, including zip Code              
code, and telephone number,        and telephone number, including              
including area code, of         area code, of agent for service)                
registrant's principal                                                          
executive offices)                                                              

Copies of communications to:                                  

Les R. Baledge, Esq.                       Richard D. Truesdell, Jr.,Esq.       
Jeffrey J. Gearhart, Esq.                  Davis Polk & Wardwell                
Rose Law Firm, a Professional Association  450 Lexington Avenue                 
120 East Fourth Street                     New York, New York 10017             
Little Rock, Arkansas 72201                (212) 450-4000                       
(501) 375-9131                                                                  

Approximate date of commencement of proposed sale to public:              
From time to time after the effective date of the Registration                  
Statement, as determined in light of market conditions.                         

If the only securities being registered on this Form are                  
being offered pursuant to dividend or interest reinvestment                     
plans, please check the following box.  [ ]                                     

If any of the securities being registered on this Form are                
to be offered on a delayed or continuous basis pursuant to Rule                 
415 under the Securities Act of 1933, other than securities                     
offered only in connection with dividend or interest reinvestment               
plans, check the following box.[xl                                              

S-3
2nd Page of 32
TOC
1st
Previous
Next
↓Bottom
Just 2nd
If this Form is filed to register additional securities for               
an offering pursuant to Rule 462(b) under the Securities Act,                   
please check the following box and list the Securities Act                      
registration statement for the same offering. [ ]                               

If this Form is a post-effective amendment filed pursuant to              
Rule 462(c) under the Securities Act, check the following box and               
list the Securities Act registration statement number of the                    
earlier effective registration statement for the same offering. [ ]             

If delivery of the prospectus is expected to be made                      
pursuant to Rule 434, please check the following box. [x]                       

Calculation of Registration Fee                                 
________________________________________________________________                
Title of each    Amount to   Proposed      Proposed   Amount of                 
class of            be       Maximum       Maximum   Registration               
Securities to    Registered  Offering      Aggregate     Fee                    
be registered                 price        offering                             
  per unit       price (1)
Debt           $500,000,000    100%       $500,000,000  $147,500                
Securities       (2) (3)                                                        
________________________________________________________________                
(1)  Estimated solely for the purpose of calculating                  
the registration fee.                                                 

(2)  Or, if any Debt Securities are issued at original                
discount, such greater principal amount as shall result               
in aggregate proceeds of $500,000,000.                                

(3)  Or, if any Debt Securities are issued with a                     
principal amount denominated in a foreign currency or                 
composite currencies, such principal amount as shall                  
result in an aggregate initial offering price which is                
the equivalent of $500,000,000 at the time of the                     
initial offering.                                                     

The Registrant hereby amends this Registration Statement on               
such date or dates as may be necessary to delay its effective                   
date until the Registrant shall file a further amendment which                  
specifically states that this Registration Statement  shall                     
thereafter become effective in accordance with Section 8(a) of                  
the Securities Act of 1933 or until the Registration Statement                  
shall become effective on such date as the Commission, acting                   
pursuant to Section 8(a), may determine.                                        

INFORMATION  CONTAINED HEREIN IS SUBJECT TO COMPLETION  OR                      
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES                
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.                     
THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE                       
ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES                   
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL                
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY                   
SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,                      
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR                 
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.                      

SUBJECT TO COMPLETION, DATED DECEMBER 17, 1997                        

S-3
3rd Page of 32
TOC
1st
Previous
Next
↓Bottom
Just 3rd
PROSPECTUS                                                                      
$500,000,000                        
TYSON FOODS, INC.                       
Debt Securities                         

Tyson Foods, Inc. (the "Company") intends to issue from time              
to time debt securities (the "Debt Securities"), which will be                  
direct, unsecured obligations of the Company and offered to the                 
public on terms determined by market conditions at the time of                  
sale. The Company may sell Debt Securities for proceeds of up to                
$500,000,000, or the equivalent thereof in one or more foreign                  
currencies or composite currencies, (i) directly to purchasers,                 
(ii) through agents designated from time to time, (iii) to                      
dealers, or (iv) through underwriters or a group of underwriters.               

The Debt Securities may be issued in one or more series with              
the same or various maturities at or above par or with an                       
original issue discount. The specific designation, aggregate                    
principal amount, authorized denominations, purchase  price,                    
maturity, rate (or method of calculation) and time of payment of                
any  interest, any terms for redemption or repurchase  or                       
conversion, the currency or composite currency in which the Debt                
Securities shall be denominated or payable, any listing on a                    
securities exchange, whether the Debt Securities will be issued                 
in the form of a Global Security (as hereafter defined) or                      
securities, or other specific terms of the Debt Securities in                   
respect of which this Prospectus is being delivered ("Offered                   
Securities") are set forth in the accompanying supplement to the                
Prospectus (the "Prospectus Supplement"), together with the terms               
of  offering of the Offered Securities.  Unless  otherwise                      
indicated in the Prospectus Supplement, the Company does not                    
intend to list any of the Debt Securities on a national                         
securities exchange.  See "Plan of "Distribution."                              

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE                   
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES                      
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY                
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY                
OF THIS PROSPECTUS OR ANY SUPPLEMENT HERETO. ANY REPRESENTATION                 
TO THE CONTRARY IS A CRIMINAL OFFENSE.                                          

The date of this Prospectus is January __, 1997.                        

S-3
4th Page of 32
TOC
1st
Previous
Next
↓Bottom
Just 4th
No person has been authorized to give any information or to make                
any representations not contained or incorporated by reference in               
this Prospectus or the accompanying Prospectus Supplement and, if               
given or made, such information or representation must not be                   
relied upon as having been authorized by the Company or any                     
agent, dealer or underwriter. Neither the delivery of this                      
Prospectus or the accompanying Prospectus Supplement nor any sale               
made hereunder or thereunder shall, under any circumstances,                    
create any implication that the information contained herein or                 
in the accompanying Prospectus Supplement is correct as of any                  
date subsequent to the date hereof or thereof or that there has                 
been no change in the affairs of the Company since the date                     
hereof or thereof. Neither this Prospectus nor the accompanying                 
Prospectus  Supplement constitutes an  offer  to  sell  or                      
solicitation of an offer to buy Debt Securities  in  any                        
jurisdiction in which such offer or solicitation  is  not                       
authorized or in which the person making such  offer  or                        
solicitation is not qualified to do so or to any person to whom                 
it is unlawful to make such offer or solicitation.                              

AVAILABLE INFORMATION                                     

The Company is subject to the informational requirements of               
the Securities Exchange Act of 1934, as amended (the "Exchange                  
Act"), and in accordance therewith files reports and other                      
information with the Securities and Exchange Commission (the                    
"Commission").  Such reports, proxy statements  and  other                      
information can be inspected and copied at the public reference                 
facilities maintained by the Commission at 450 Fifth Street,                    
N.W., Room 1024, Washington, D.C. 20549 and at the following                    
regional offices of the Commission: Seven World Trade Center,                   
Suite 1300, New York, New York 10048, and Citicorp Center, 500                  
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies                
of such material can be obtained by mail at prescribed rates from               
the Public Reference Section of the Commission at 450 Fifth                     
Street, N.W., Washington, D.C. 20549.  The Commission also                      
maintains a Web Site at http://www.sec.gov that contains reports,               
proxy statements and other information.  Reports and other                      
information concerning the Company can also be inspected at the                 
offices of the New York Stock Exchange, 20 Broad Street, New                    
York,  New York 10005, on which certain of the Company's                        
securities are listed.                                                          

This Prospectus constitutes a part of a Registration                      
Statement on Form S-3, as amended (the "Registration Statement")                
filed by the Company with the Commission under the Securities Act               
of 1933, as amended (the "Securities Act"). This Prospectus and                 
the accompanying Prospectus Supplement omit certain of the                      
information contained in the Registration Statement in accordance               
with the rules and regulations of the Commission. Reference is                  
hereby made to the Registration Statement and related exhibits                  
for further information with respect to the Company and the Debt                
Securities.  Statements  contained  herein  concerning  the                     
provisions of any document are not necessarily complete and, in                 
each instance, reference is made to the copy of such document                   
filed as an exhibit to the Registration Statement or otherwise                  
filed with the Commission. Each such statement is qualified in                  
its entirety by such reference.                                                 

S-3
5th Page of 32
TOC
1st
Previous
Next
↓Bottom
Just 5th
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE                         

The following documents previously filed by the Company with              
the Commission are incorporated by reference in this Prospectus:                

1.  The Company's Annual Report on Form 10-K for the fiscal               
year ended September 27, 1997; and                                              

2.  The Company's Current Report on Form 8-K dated                        
December 16, 1997.                                                              

All documents filed by the Company pursuant to Section                    
13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the                
date of this Prospectus and prior to the termination of the                     
offering hereunder shall be deemed to be incorporated  by                       
reference in this Prospectus and to be a part hereof from the                   
date of the filing of such documents.                                           

Any statement contained herein or in a document incorporated              
or deemed to be incorporated by reference herein shall be deemed                
to be modified or superseded for purposes of the Registration                   
Statement and this Prospectus to the extent that a statement                    
contained herein or in any subsequently filed document which also               
is or is deemed to be incorporated by reference herein modifies                 
or supersedes such statement. Any such statement so modified or                 
superseded shall not be deemed, except as so modified or                        
superseded, to constitute a part of the Registration Statement or               
this Prospectus.                                                                

The Company will provide, without charge, to each person to               
whom this Prospectus is delivered, on the written or oral request               
of any such person, a copy of any or all of the documents which                 
have been incorporated herein by reference, other than exhibits                 
to  such  documents (unless such exhibits are specifically                      
incorporated by reference into such documents). Requests should                 
be directed to Corporate Secretary, Tyson Foods, Inc., 2210 West                
Oaklawn Drive, Springdale, Arkansas 72762-6999, telephone: (501)                
290-4000.                                                                       

THE COMPANY                                           

Tyson Foods, Inc. and its various subsidiaries produce,                   
market and distribute a variety of food products consisting of                  
value-enhanced poultry, fresh and frozen poultry, value-enhanced                
seafood products, fresh and frozen seafood products, prepared                   
foods, and other products such as flour and corn tortillas and                  
chips. Additionally, the Company has live swine, animal feed and                
pet  food  ingredient operations.  The Company's integrated                     
operations  consist of breeding and rearing chickens,  and                      
harvesting seafood, 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 and their distributors,                 
international export companies and domestic distributors who                    
service restaurants, food service operations such as plant and                  
school cafeterias, convenience stores, hospitals and  other                     
vendors.                                                                        

S-3
6th Page of 32
TOC
1st
Previous
Next
↓Bottom
Just 6th
As of September 27, 1997, Don Tyson, Senior Chairman of the               
Board of Directors of the Company, directly and through the Tyson               
Limited Partnership, of which he is the managing general partner,               
beneficially owned 0.5% and 99.9% of the Company's Class A Common               
Stock, $.10 par value per share, and Class B Common Stock, $.10                 
par value per share, respectively which represented approximately               
90.2% of the combined voting power of the shares of such Class A                
Common Stock and Class B Common Stock on such date.                             

The Company commenced business in 1935, was incorporated in               
Arkansas in 1947, and was reincorporated in Delaware in 1986.                   
The Company's executive offices are located at 2210 West Oaklawn                
Drive, Springdale, Arkansas 72762-6999 and its telephone number                 
is (501) 290-4000.                                                              

RATIOS OF EARNINGS TO FIXED CHARGES                               

The following table sets forth the ratio of earnings to                   
fixed charges for the Company for each year in the five year                    
period ended September 27, 1997. For the purposes of calculating                
the ratio of earnings to fixed charges, "earnings" consist of                   
income from continuing operations before income taxes and fixed                 
charges  (excluding capitalized interest).  "Fixed  charges"                    
consist of (i) interest on indebtedness, whether expensed or                    
capitalized,  but  excluding interest to fifty-percent-owned                    
subsidiaries (ii) the Company's proportionate share of interest                 
of fifty-percent-owned subsidiaries, (iii) that portion of rental               
expense the Company believes to be representative of interest                   
(one-third of rental expense) and (iv) amortization of debt                     
discount and expense.                                                           

Fiscal Year Ended                                       
1997   1996   1995   1994   1993                                    

3.37   1.84   3.59   2.14   4.48                                    

USE OF PROCEEDS                                         

The Company intends to use the net proceeds from the sale of              
the Debt Securities to refinance existing indebtedness (including               
but not limited to indebtedness of Hudson Foods, Inc. to be                     
assumed  pursuant to the acquisition thereof), to  finance                      
acquisitions as opportunities may arise, and for other general                  
corporate purposes. Further details relating to the uses of the                 
net proceeds of any such offering will be set forth in the                      
applicable Prospectus Supplement. The Company expects to engage                 
in additional financing as needs arise.                                         

DESCRIPTION OF DEBT SECURITIES                                

The Debt Securities will be issued under an Indenture dated               
as of June 1, 1995, as supplemented, (hereinafter referred to as                
the "Indenture"), between the Company and The Chase Manhattan Bank,             
N.A., as Trustee (hereinafter referred to as the "Trustee").                    
The following statements are subject to the detailed provisions                 
of the Indenture, a copy of which is filed as an exhibit to the                 

S-3
7th Page of 32
TOC
1st
Previous
Next
↓Bottom
Just 7th
Registration Statement and which is also available for inspection               
at the office of the Trustee. Section references are to the                     
Indenture.  The following summarizes the material terms of the                  
Indenture; however, the following summaries of certain provisions               
of the Indenture do not purport to be complete, and wherever                    
particular provisions of the Indenture are referred to, such                    
provisions,  including definitions of  certain  terms,  are                     
incorporated by reference as part of such summaries or terms,                   
which are qualified in their entirety by such reference to the                  
provisions of the Indenture.                                                    

GENERAL                                                                         
The Indenture does not limit the aggregate principal amount               
of Debt Securities which may be issued thereunder and provides                  
that the Debt Securities may be issued from time to time in one                 
or more series. The Debt Securities will be direct, unsecured                   
and unsubordinated obligations of the Company.  Except  as                      
described under "Certain Covenants," the Indenture does not limit               
other indebtedness or securities which may be incurred or issued                
by the Company or any of its subsidiaries or contain financial or               
similar restrictions on the Company or any of its subsidiaries.                 
The Company's rights and the rights of its creditors, including                 
holders of Debt Securities, to participate in any distribution of               
assets of any subsidiary upon the latter's liquidation or                       
reorganization or otherwise are effectively subordinated to the                 
claims of the subsidiary's creditors, except to the extent that                 
the Company or any of its creditors may itself be a creditor of                 
that subsidiary.                                                                

The Prospectus Supplement which accompanies this Prospectus               
sets  forth where applicable the following terms  of  and                       
information relating to the Offered Securities offered thereby:                 
(i) the designation of the Offered Securities; (ii) the aggregate               
principal amount of the Offered Securities; (iii) the date or                   
dates on which principal of, and premium, if any, on the Offered                
Securities is payable; (iv) the rate or rates at which the                      
Offered Securities shall bear interest, if any, or the method by                
which such rate shall be determined, and the basis on which                     
interest shall be calculated if other than a 360-day year                       
consisting of twelve 30-day months, the date or dates from which                
such interest will accrue and on which such interest will be                    
payable and the related record dates; (v) if other than the                     
offices of the Trustee, the place where the principal of and any                
premium or interest on the Offered Securities will be payable;                  
(vi) any redemption, repayment or sinking fund provisions; (vii)                
if other than denominations of $1,000 or multiples thereof, the                 
denominations in which the Offered Securities will be issuable;                 
(viii) if other than the principal amount thereof, the portion of               
the principal amount due upon acceleration; (ix) if other than                  
U.S. dollars, the currency or currencies (including composite                   
currencies) in which the Offered Securities are denominated or                  
payable; (x) whether the Offered Securities shall be issued in                  
the form of a Global Security or securities; (xi) any other                     
specific terms of the Offered Securities; and                                   

(xii) the identity of any trustees, depositories, authenticating                
or paying agents, transfer agents or registrars with respect to                 
the Offered Securities. (Section 2.3)                                           

S-3
8th Page of 32
TOC
1st
Previous
Next
↓Bottom
Just 8th
The Debt Securities will be issued either in certificated,                
fully registered form, without coupons, or as global securities                 
under a book-entry system, as specified in the accompanying                     
Prospectus Supplement. See "--Book-Entry System."                               

Unless otherwise specified in the accompanying Prospectus                 
Supplement, principal and premium, if any, will be payable, and                 
the Debt Securities will be transferable and exchangeable without               
any service charge, at the office of the Trustee. However, the                  
Company may require payment of a sum sufficient to cover any tax                
or other governmental charge payable in connection with any such                
transfer or exchange. (Sections 2.7, 4.1 and 4.2)                               

Unless otherwise specified in the accompanying Prospectus                 
Supplement, interest on any series of Debt Securities will be                   
payable on the interest payment dates set forth  in  the                        
accompanying Prospectus Supplement to the persons in whose names                
the Debt Securities are registered at the close of business on                  
the related record date and will be paid, at the option of the                  
Company, by wire transfer or by checks mailed to such persons.                  
(Sections 2.7, 4.1 and 4.2)                                                     

If the Debt Securities are issued as Original Issue Discount              
Securities (bearing no interest or interest at a rate which at                  
the time of issuance is below market rates) to be sold at a                     
substantial discount below their stated principal amount, the                   
federal income tax consequences and other special considerations                
applicable to such Original Issue Discount Securities will be                   
generally described in the Prospectus Supplement.                               

Unless otherwise described in the accompanying Prospectus                 
Supplement, there are no covenants or provisions contained in the               
Indenture which afford the holders of the Debt Securities                       
Protection in the event of a highly leveraged transaction                       
involving the Company.                                                          

BOOK-ENTRY SYSTEM                                                               

If so specified in the accompanying Prospectus Supplement,                
Debt Securities of any series may be issued under a book-entry                  
system in the form of one or more global securities (each a                     
"Global Security"). Each Global Security will be deposited with,                
or on behalf of, a depositary, which, unless otherwise specified                
in the accompanying Prospectus Supplement, will be The Depository               
Trust Company, New York, New York (the "Depositary"). The Global                
Securities will be registered in the name of the Depositary or                  
its nominee.                                                                    

The Depositary has advised the Company that the Depositary                
is a limited purpose trust company organized under the laws of                  
the State of New York, a "banking organization" within the                      
meaning of the New York banking law, a member of the Federal Reserve            
system, a "clearing corporation"  within the meaning of the                     
New York  Uniform Commercial Code, and a "clearing agency"                      
registered pursuant to the  provisions of section 17A of the                    
Exchange Act.  The Depositary was created to hold securities of                 
its participants and to facilitate the clearance and settlement                 

S-3
9th Page of 32
TOC
1st
Previous
Next
↓Bottom
Just 9th
of securities transactions among its participants through electronic            
book-entry changes in accounts of the participants, thereby eliminating         
the need for physical movement of securities certificates. The                  
Depositary's participants include securities brokers and dealers,               
banks, trust companies, clearing corporations, and certain other                
organizations, some of whom (and/or their representatives) own                  
the Depositary. Access to the Depositary's book-entry system is                 
also available to others, such as banks, brokers, dealers and                   
trust companies that clear through or maintain a custodial                      
relationship with a participant, either directly or indirectly.                 

Upon the issuance of a Global Security in registered form,                
the Depositary will credit, on its book-entry registration and                  
transfer system, the respective principal amounts of the Debt                   
Securities represented by such Global Security to the accounts of               
participants. The accounts to be credited will be designated by                 
the underwriters, dealers or agents, if any, or by the Company,                 
if such Debt Securities are offered and sold directly by the                    
Company.  Ownership of beneficial interests in the  Global                      
Security will be limited to participants or persons that may hold               
interests  through  participants.  Ownership  of  beneficial                    
interests by participants in the Global Security will be shown                  
on, and the transfer of that ownership interest will be effected                
only through, records maintained by such participants. The laws                 
of some jurisdictions may require that certain purchasers of                    
securities  take physical delivery of such  securities  in                      
definitive form. Such laws may impair the ability to transfer                   
beneficial interest in a Global Security.                                       

So long as the Depositary or its nominee is the registered                
Owner of a Global Security, it will be considered the sole owner                
or holder of the Debt Securities represented by such Global                     
Security for all purposes under the Indenture. Except as set                    
forth below, owners of beneficial interests in such Global                      
Security will not be entitled to have the Debt Securities                       
represented thereby registered in their names, will not receive                 
or be entitled to receive physical delivery of certificates                     
representing the Debt Securities and will not be considered the                 
owners or holders thereof under the Indenture. Accordingly, each                
person owning a beneficial interest in such Global Security must                
rely on the procedures of the Depositary and, if such person is                 
not a participant, on the procedures of the participant through                 
which such person owns its interest, to exercise any rights of a                
holder under the Indenture. The Company understands that under                  
existing practice, in the event that the Company requests any                   
action of the holders or a beneficial owner desires to take any                 
action a holder is entitled to take, the Depositary would act                   
upon the instructions of, or authorize, the participant to take                 
such action.                                                                    

Payment of principal of, premium, if any, and interest on                 
Debt Securities represented by a Global Security will be made to                
the Depositary or its nominee, as the case may be, as the                       
registered owner and holder of the Global Security representing                 
such Debt securities. None of the Company, the Trustee, any                     
paying agent or registrar for such Debt Securities will have any                
responsibility or liability for any aspect of the records                       

S-3
10th Page of 32
TOC
1st
Previous
Next
↓Bottom
Just 10th
relating to or payments made on account of beneficial ownership                 
interests in the Global Security or for maintaining, supervising                
or reviewing any records relating to such beneficial ownership                  
interests.                                                                      

The Company has been advised by the Depositary that the                   
Depositary will credit participants' accounts with payments of                  
principal, premium, if any, or interest on the payment date                     
thereof in amounts proportionate to their respective beneficial                 
interests in the principal amount of the Global Security as shown               
on the records of the Depositary. The Company expects that                      
payments by participants to owners of beneficial interests in the               
Global Security held through such participants will be governed                 
by standing instructions and customary practices, as is now the                 
case  with  securities held for the accounts of customers                       
registered in "street name," and will be the responsibility of                  
such participants.                                                              

A Global Security may not be transferred except as a whole                
by the Depositary to a nominee or successor of the Depositary or                
by a nominee of the Depositary to another nominee of the                        
Depositary. A Global Security representing all but not part of                  
the Debt Securities being offered hereby is exchangeable for Debt               
Securities in definitive form of like tenor and terms if (i) the                
Depositary notifies the Company that it is unwilling or unable to               
continue as depositary for such Global Security or if at any time               
the Depositary is no longer eligible to be or in good standing as               
a clearing agency registered under the Exchange Act, and in                     
either case, a successor depositary is not appointed by the                     
Company within 90 days of receipt by the Company of such notice                 
or of the Company becoming aware of such ineligibility, or (ii)                 
the Company in its sole discretion at any time determines not to                
have all of the Debt Securities represented by a Global Security                
and notifies the Trustee thereof. A Global Security exchangeable                
pursuant to the preceding sentence shall be exchangeable for Debt               
Securities registered in such names and in such authorized                      
denominations as the Depositary for such Global Security shall                  
direct. (Section 2.7)                                                           

CERTAIN COVENANTS                                                               

Restrictions on Liens. The Indenture provides that the                    
Company will not, and will not permit any Restricted Subsidiary                 
(as hereinafter defined) to, create, incur or suffer to exist any               
mortgage or pledge, as security for any indebtedness, on or of                  
any shares of stock, indebtedness or other obligations of a                     
Subsidiary (as hereinafter defined) or any Principal Property (as               
hereinafter defined) of the Company or a Restricted Subsidiary,                 
whether such shares of stock, indebtedness or other obligations                 
of a Subsidiary or Principal Property is owned at the date of the               
Indenture or thereafter acquired, unless the Company secures or                 
causes such Restricted Subsidiary to secure the outstanding Debt                
equally and ratably with all indebtedness secured by such                       
mortgage or pledge, so long as such indebtedness shall be so                    
secured.  This covenant will not apply in the case of: (i) the                  
creation of any mortgage, pledge or other lien on any shares of                 

S-3
11th Page of 32
TOC
1st
Previous
Next
↓Bottom
Just 11th
stock, indebtedness or other obligations of a Subsidiary or any                 
Principal Property acquired after the date of the Indenture                     
(including acquisitions by way of merger or consolidation) by the               
Company or a Restricted Subsidiary contemporaneously with such                  
acquisition, or within 180 days thereafter, to secure or provide                
for the payment or financing of any part of the purchase price                  
thereof, or the assumption of any mortgage, pledge or other lien                
upon any shares of stock, indebtedness or other obligations of a                
Subsidiary or any Principal Property acquired after the date of                 
the Indenture existing at the time of such acquisition, or the                  
acquisition of any shares of stock, indebtedness or other                       
obligations of a Subsidiary or any Principal Property subject to                
any mortgage, pledge or other lien without the assumption                       
thereof, provided that every such mortgage, pledge or lien                      
referred to in this clause (i) will attach only to the shares of                
stock, indebtedness or other obligations of a Subsidiary or any                 
Principal Property so acquired and fixed improvements thereon;                  
(ii) any mortgage, pledge or other lien on any shares of stock,                 
indebtedness or other obligations of a Subsidiary or  any                       
Principal Property existing at the date of this Indenture; (iii)                
any mortgage, pledge or other lien on any shares of stock,                      
indebtedness or other obligations of a Subsidiary or  any                       
Principal Property in favor of the Company or any Restricted                    
Subsidiary; (iv) any mortgage, pledge or other lien on Principal                
Property being constructed or improved securing loans to finance                
such construction or improvements; (v) any mortgage, pledge or                  
other lien on shares of stock, indebtedness or other obligations                
of a Subsidiary or any Principal Property incurred in connection                
with the issuance of tax-exempt governmental obligations; and                   
(vi) any renewal of or substitution for any mortgage, pledge or                 
other lien permitted by any of the preceding clauses (i) through                
(v), provided, in the case of a mortgage, pledge or other lien                  
permitted under clause (i), (ii) or (iv), the indebtedness                      
secured is not increased nor the lien extended to any additional                
shares of stock, indebtedness or other obligations  of  a                       
Subsidiary or any additional Principal Property. Notwithstanding                
the foregoing, the Company or any Restricted Subsidiary may                     
create or assume liens in addition to those permitted by this                   
paragraph, and renew, extend or replace such liens, provided that               
at the time of such creation, assumption, renewal, extension or                 
replacement, and after giving effect thereto, Exempted Debt (as                 
hereinafter defined) does not exceed 10% of Consolidated Net                    
Tangible Assets (as hereinafter defined) (Section 4.3)                          

Restrictions on Sale and Lease-Back Transactions.  The                    
Indenture provides that the Company will not, and will not permit               
any Restricted Subsidiary to, sell or transfer, directly or                     
indirectly, except to the Company or a Restricted Subsidiary, any               
Principal Property as an entirety, or any substantial portion                   
thereof, with the intention of taking back a lease of such                      
property, except a lease for a period of three years or less at                 
the end of which it is intended that the use of such property by                
the lessee will be discontinued; provided that, notwithstanding                 
the foregoing, the Company or any Restricted Subsidiary may sell                
any such Principal Property and lease it back for a longer period               
(i) if the Company or such Restricted Subsidiary would be                       

S-3
12th Page of 32
TOC
1st
Previous
Next
↓Bottom
Just 12th
entitled, pursuant to the provisions described above under                      
"Restrictions on Liens," to create a mortgage on the property to                
be leased securing Funded Debt (as hereinafter defined) in an                   
amount equal to the Attributable Debt (as hereinafter defined)                  
with respect to such sale and lease-back transaction without                    
equally and ratably securing the outstanding Debt Securities or                 
(ii) if (A) the Company promptly informs the Trustee of such                    
transaction, (B) the net proceeds of such transaction are at                    
least equal to the fair value (as determined by board resolution                
of the Company) of such property and (C) the Company causes an                  
amount equal to the net proceeds of the sale to be applied to the               
retirement, within 180 days after receipt of such proceeds, of                  
Funded Debt incurred or assumed by the Company or a Restricted                  
Subsidiary (including the Debt Securities); provided further                    
that, in lieu of applying all of or any part of such net proceeds               
to such retirement, the Company may, within 75 days after such                  
sale, deliver or cause to be delivered to the applicable trustee                
for cancellation either debentures or notes evidencing Funded                   
Debt of the Company (which may include the outstanding Debt                     
Securities)  or  of  a  Restricted  Subsidiary  previously                      
authenticated and delivered by the applicable trustee, and not                  
theretofore tendered for sinking fund purposes or called for a                  
sinking fund or otherwise applied as a credit against an                        
obligation to redeem or retire such notes or debentures, and an                 
officers' certificate (which will be delivered to the Trustee and               
each paying agent and which need not contain the statements                     
prescribed by the second paragraph of Section 10.4 of the                       
Indenture) stating that the Company elects to deliver or cause to               
be delivered such debentures or notes in lieu of retiring Funded                
Debt as hereinabove provided. If the Company shall so deliver                   
Debentures or notes to the applicable trustee and the Company                   
shall duly deliver such officers' certificate, the amount of cash               
which the Company will be required to apply to the retirement of                
Funded Debt under this provision of the Indenture shall be                      
reduced by an amount equal to the aggregate of the then                         
applicable optional redemption prices (not including any optional               
sinking fund redemption prices) if such debentures or notes or,                 
if there are no such redemption prices, the principal amount of                 
such debentures or notes; provided, that in the case  of                        
debentures or notes which provide for an amount less than the                   
principal amount thereof to be due and payable upon a declaration               
of the maturity thereof, such amount of cash shall be reduced by                
the amount of principal of such debentures or notes that would be               
due and payable as of the date of such application upon a                       
declaration of acceleration of the maturity thereof pursuant to                 
the terms of the Indenture pursuant to which such debentures or                 
notes were issued. Notwithstanding the foregoing, the Company or                
any Restricted Subsidiary may enter into sale and lease-back                    
transactions in addition to those permitted by this paragraph and               
without any obligation to retire any outstanding Debt Securities                
or other Funded Debt, provided that at the time of entering into                
such sale and lease-back transactions and after giving effect                   
thereto, Exempted Debt does not exceed 10% of Consolidated Net                  
Tangible Assets. (Section 4.4)                                                  

S-3
13th Page of 32
TOC
1st
Previous
Next
↓Bottom
Just 13th
CERTAIN DEFINITIONS                                                             

The term "Attributable Debt" as defined in the Indenture                  
means, as to any particular lease under which any Person is at                  
the time liable, other than a capital lease, and at any date as                 
of which the amount thereof is to be determined, the total net                  
amount of rent required to be paid by such Person under such                    
lease during the initial term thereof as determined in accordance               
with generally accepted accounting principles, discounted from                  
the last date of such initial term to the date of determination                 
at a rate per annum equal to the discount rate which would be                   
applicable to a capital lease with like term in accordance with                 
generally accepted accounting principles. The net amount of rent                
required to be paid under any such lease for any such period                    
shall be the aggregate amount of rent payable by the lessee with                
respect to such period after excluding amounts required to be                   
paid on account of insurance, taxes, assessments, utility,                      
operating and labor costs and similar charges. In the case of                   
any lease which is terminable by the lessee upon the payment of a               
penalty, such net amount shall also include the amount of such                  
penalty, but no rent shall be considered as required to be paid                 
under such lease subsequent to the first date upon which it may                 
be so terminated. "Attributable Debt" means, as to a capital                    
lease under which any Person is at the time liable and at any                   
date as of which the amount thereof is to be determined, the                    
capitalized amount thereof that would appear on the face of a                   
balance sheet of such Person in accordance with generally                       
accepted accounting principles.                                                 

The term "Consolidated Net Tangible Assets" as defined in                 
the Indenture means the excess over the current liabilities of                  
the Company of all of its assets as determined by the Company and               
as would be set forth in a consolidated balance sheet of the                    
Company and its Subsidiaries, on a consolidated basis, in                       
accordance with generally accepted accounting principles as of a                
date within 90 days of the date of such determination, after                    
deducting goodwill, trademarks, patents, other like intangibles                 
and minority interests of others.                                               

The term "Exempted Debt" as defined in the Indenture means                
the sum, without duplication, of the following items outstanding                
of the date Exempted Debt is being determined: indebtedness of                  
the Company and its Restricted Subsidiaries incurred after the                  
date of the Indenture and secured by liens created, assumed or                  
otherwise incurred or permitted to exist pursuant to  the                       
provision described in the last sentence under "Certain Covenants-              
-Restrictions on Liens" and (ii) Attributable Debt of the Company               
and its Restricted Subsidiaries in respect of all sale and lease-               
back transactions with regard to any Principal Property entered                 
into pursuant to the provision described in the last sentence                   
under "--Certain Covenants--Restrictions on Sale and Lease-Back                 
Transactions."                                                                  

The term "Funded Debt" as defined in the Indenture means all              
indebtedness  for money borrowed, including purchase  money                     
indebtedness, having a maturity of more than one year from the                  
date of its creation or having a maturity of less than one year                 

S-3
14th Page of 32
TOC
1st
Previous
Next
↓Bottom
Just 14th
but by its terms being renewable or extendible, at the option of                
the obligor in respect thereof, beyond one year from its                        
creation.                                                                       

The term "Principal Property" as defined in the Indenture                 
means (i) land, land improvements, buildings and associated                     
factory and laboratory equipment owned or leased pursuant to a                  
capital lease and used by the Company or a Restricted Subsidiary                
primarily for processing, producing, packaging or storing its                   
products, raw materials, inventories or other materials and                     
supplies and located within the United States of America and                    
having an acquisition cost plus capitalized improvements in                     
excess of 1% of Consolidated Net Tangible Assets as of the date                 
of such determination, (ii) certain property referred to in the                 
Indenture and (iii) any asset held by Tyson Holding Company, but                
shall not include any such property or assets described in                      
clauses (i), (ii) or (iii) that is financed through the issuance                
of tax exempt governmental obligations, or any such property or                 
assets that has been determined by board resolution of the                      
Company not to be of material importance to the respective                      
businesses  conducted by the Company  or  such  Restricted                      
Subsidiary, effective as of the date such resolution is adopted.                

The term "Restricted Subsidiary" as defined in the Indenture              
means any Subsidiary organized and existing under the laws of the               
United States of America and the principal business of which is                 
carried on within the United States of America which owns or is a               
lessee pursuant to a capital lease of any Principal Property or                 
owns  shares of capital stock or indebtedness of  another                       
Restricted Subsidiary other than: (i) each Subsidiary the major                 
part of whose business consists of finance, banking, credit,                    
leasing,  insurance, financial services  or  other  similar                     
operations, or any combination thereof; and (ii) each Subsidiary                
formed or acquired after the date of the Indenture for the                      
purpose of acquiring the business or assets of another person and               
which does not acquire all or any substantial part of the                       
business or assets of the Company or any Restricted Subsidiary;                 
provided, however, the Board of Directors of the Company may                    
declare any such Subsidiary to be a Restricted Subsidiary                       
effective as of the date such resolution is adopted.                            

The term "Subsidiary" as defined in the Indenture means,                  
with respect to any Person, any corporation, association or other               
business entity of which more than 50% of the outstanding Voting                
Stock (as defined in the Indenture) is owned, directly or                       
indirectly, by such Person and one or more other Subsidiaries of                
such Person.                                                                    

RESTRICTIONS ON CONSOLIDATIONS, MERGERS AND SALES OF ASSETS                     

The Indenture provides that the Company will not consolidate              
with, merge with or into, or sell, convey, transfer, lease or                   
otherwise dispose of all or substantially all of its property and               
assets (as an entirety or substantially an entirety in one                      
transaction or a series of related transactions) to, any Person                 
(other than a consolidation with or merger with or into a                       
Subsidiary) or permit any Person to merge with or into the                      

S-3
15th Page of 32
TOC
1st
Previous
Next
↓Bottom
Just 15th
Company unless: (a) either (i) the Company will be the continuing               
Person or (ii) the Person (if other than the Company) formed by                 
such consolidation or into which the Company is merged or that                  
acquired or leased such property and assets of the Company shall                
be a corporation organized and validly existing under the laws of               
the United States of America or any jurisdiction thereof and                    
shall expressly assume, by a supplemental indenture, executed and               
delivered to the Trustee, all of the obligations of the Company                 
on all of the Debt Securities and the Company shall have                        
delivered to the Trustee an opinion of counsel stating that such                
consolidation, merger or transfer and such supplemental indenture               
complies with this provision and that all conditions precedent                  
provided for herein relating to such transaction have been                      
complied with; and (b) immediately after giving effect to such                  
transaction, no Default (as defined in the Indenture) shall have                
occurred and be continuing. (Section 5.1)                                       

EVENTS OF DEFAULT                                                               

An Event of Default, as defined in the Indenture and                      
applicable to Debt Securities, will occur with respect to the                   
Debt Securities of any series if: (a) the Company defaults in the               
payment of the principal of any Debt Security of such series when               
the same becomes due and payable at maturity, upon acceleration,                
redemption, mandatory repurchase or otherwise; (b) the Company                  
defaults in the payment of interest on any Debt Security of such                
series when the same becomes due and payable, and such default                  
continues for a period of 30 days; (c) the Company defaults in                  
the performance of or breaches any other covenant or agreement of               
the Company in the Indenture with respect to the Debt Securities                
of such series and such default or breach continues for a period                
of 30 consecutive days after written notice to the Company by the               
Trustee or to the Company and the Trustee by the Holders (as                    
defined in the Indenture) of 25% or more in aggregate principal                 
amount of the Debt Securities of such series; (d) an involuntary                
case or other proceeding shall be commenced against the Company                 
with respect to it or its debts under any bankruptcy, insolvency                
or other similar law now or hereafter in effect seeking the                     
appointment of a trustee, receiver, liquidator, custodian or                    
other similar official of it or any substantial part of its                     
property, and such involuntary case or other proceeding shall                   
remain undismissed and unstayed for a period of 60 days; or an                  
order for relief shall be entered against the Company under the                 
federal bankruptcy laws as now or hereafter in effect; (e) the                  
Company (i) commences a voluntary case under any applicable                     
bankruptcy, insolvency or other similar law or hereafter in                     
effect, or consents to the entry of an order for relief in an                   
involuntary case under any such law, (ii) consents to the                       
appointment of or taking possession by a receiver, liquidator,                  
assignee, custodian, trustee, sequestrator or similar official of               
the Company or for all or substantially all of the property and                 
assets of the Company or (iii) effects any general assignment for               
the benefit of creditors; or (f) any other Events of Default set                
forth in the applicable Prospectus Supplement occurs. (Section                  
6.1)                                                                            

The Indenture provides that if an Event of Default described              
in clauses (a), (b), (c) or (f) above (if such Event of Default                 

S-3
16th Page of 32
TOC
1st
Previous
Next
↓Bottom
Just 16th
under clause (c) or (f) is with respect to one or more but not                  
all series of Debt Securities then outstanding) occurs and is                   
continuing, then, and in each and every such case, except for any               
series of Debt Securities the principal of which shall have                     
already become due and payable, either the Trustee or the Holders               
of not less than 25% in aggregate principal amount of the Debt                  
Securities of each such series then outstanding under the                       
Indenture (each such series voting as a separate class) by notice               
in writing to the Company (and to the Trustee if given by                       
Holders), may declare the entire principal (or, if the Debt                     
Securities of any such series are Original Issue Discount                       
Securities (as defined in the Indenture), such portion of the                   
principal amount as may be specified in the terms of such series                
and set forth in the applicable Prospectus Supplement) of all                   
Debt Securities of all such series, and the interest accrued                    
thereon, if any, to be due and payable immediately, and upon any                
such declaration the same shall become immediately due and                      
payable. If an Event of Default described in clause (c) or (f)                  
occurs and is continuing with respect to all series of Debt                     
Securities then outstanding, then and in each and every such                    
case, unless the principal of all the Debt Securities shall have                
already become due and payable, either the Trustee or the Holders               
of not less than 25% in aggregate principal amount of all the                   
Debt Securities then outstanding under the Indenture (treated as                
one class), by notice in writing to the Company (and to the                     
Trustee if given by Holders), may declare the entire principal                  
(or,  if  any Debt Securities are Original Issue Discount                       
Securities, such portion of the principal as may be specified in                
the terms thereof and set forth in the applicable Prospectus                    
Supplement) of all the Debt Securities then outstanding and                     
interest accrued thereon, if any, to be due and  payable                        
immediately, and upon any such declaration the same shall become                
immediately due and payable. If an Event of Default described in                
clause (d) or (e) occurs and is continuing, then the principal                  
amount (or, if any Debt Securities are Original Issue Discount                  
Securities, such portion of the principal as may be specified in                
the terms thereof and set forth in the applicable Prospectus                    
Supplement) of all the Debt Securities then outstanding and                     
interest accrued thereon, if any shall be and become immediately                
due and payable, without any notice or other action by any Holder               
or the Trustee, to the full extent permitted by applicable law.                 

The provisions described in the paragraph above, however,                 
are subject to the condition that if, at any time after the                     
principal (or, if the Debt Securities are Original Issue Discount               
Securities, such portion of the principal as may be specified in                
the terms thereof and set forth in the applicable Prospectus                    
Supplement) of the Debt Securities of any series (or of all the                 
Debt Securities, as the case may be) shall have been so declared                
due and payable, and before any judgment or decree for the                      
payment of the moneys due shall have been obtained or entered as                
hereinafter provided, the Company will pay or will deposit with                 
the Trustee a sum sufficient to pay all matured installments of                 
interest upon all the Debt Securities of each such series (or of                
all the Debt Securities, as the case may be) and the principal of               
any and all Debt Securities of each such series (or of all the                  
Debt Securities, as the case may be) which shall have become due                

S-3
17th Page of 32
TOC
1st
Previous
Next
↓Bottom
Just 17th
otherwise than by acceleration (with interest upon such principal               
and, to the extent that payment of such interest is enforceable                 
under applicable law, on overdue installments of interest, at the               
same rate as the rate of interest or yield to maturity (in the                  
case of Original Issue Discount Securities) specified in the Debt               
Securities of each such series and set forth in the applicable                  
Prospectus Supplement to the date of such payment or deposit) and               
such  amount  as shall be sufficient to cover  reasonable                       
compensation to the Trustee and each predecessor Trustee, their                 
respective agents, attorneys and counsel, and all other expenses                
and liabilities incurred, and all advances made, by the Trustee                 
and each predecessor Trustee except as a result of negligence or                
bad faith, and if any and all Events of Default under the                       
Indenture, other than the non-payment of the principal of Debt                  
Securities which shall have become due by acceleration, shall                   
have been cured, waived or otherwise remedied as provided in the                
Indenture, then and in every such case the Holders of a majority                
in aggregate principal amount of all the Debt Securities of each                
such series, or of all the Debt Securities, in each case voting                 
as a single class, then outstanding, by written notice to the                   
Company and to the Trustee, may waive all defaults with respect                 
to each such series (or with respect to all the Debt Securities,                
as the case may be) and rescind and annul such declaration and                  
its consequences, but no such waiver or rescission and annulment                
will extend to or shall affect an subsequent default or shall                   
impair any right consequent thereon. For all purposes under the                 
Indenture, if a portion of the principal of any Original Issue                  
Discount Securities shall have been accelerated and declared due                
and payable pursuant to the provisions described above, then,                   
from and after such declaration, unless such declaration has been               
rescinded and annulled, the principal amount of such Original                   
Issue Discount Securities will be deemed, for all purposes under                
the Indenture, to be such portion of the principal thereof as                   
shall be due and payable as a result of such acceleration, and                  
payment of such portion of the principal thereof as shall be due                
and payable as a result of such acceleration, together with                     
interest, if any, thereon and all other amounts owing thereunder,               
shall constitute payment in full of such Original Issue Discount                
Securities. (Section 6.2)                                                       

The Indenture contains a provision under which, subject to                
the duty of the Trustee during a default to act with the standard               
of care required by law, (i) the Trustee may rely and will be                   
protected  in acting or refraining from acting  upon  any                       
resolution, certificate, statement, instrument, opinion, report,                
notice, request, direction, consent, order, bond, debenture,                    
note, other evidence of indebtedness or other paper or document                 
believed by it to be genuine and to have been signed or presented               
by the proper person, and the Trustee need not investigate any                  
fact or matter stated in the document, but the Trustee, in its                  
discretion, may make such further inquiry or investigation into                 
such facts or matters as it may see fit; (ii) before the Trustee                
acts or refrains from acting, it may require an officers'                       
certificate or an opinion of counsel, and the Trustee shall not                 
be liable for any action it takes or omits to take in good faith                
in reliance on such certificate or opinion; (iii) the Trustee may               
act through its attorneys and agents and shall not be responsible               

S-3
18th Page of 32
TOC
1st
Previous
Next
↓Bottom
Just 18th
for the misconduct or negligence of any agent appointed with due                
care; (iv) the Trustee shall be under no obligation to exercise                 
any of the rights or powers vested in it by the Indenture at the                
request or direction of any of the Holders, unless such Holders                 
shall have offered to the Trustee reasonable security  or                       
indemnity against the costs, expenses and liabilities that might                
be incurred by it in compliance with such request or direction;                 
(v) the Trustee shall not be liable for any action it takes or                  
omits to take in good faith that it believes to be authorized or                
within its rights or powers or for any action it takes or omits                 
to take in accordance with the direction of the Holders of a                    
majority in principal amount of the outstanding Debt Securities                 
relating to the time, method and place of conducting any                        
proceeding for any remedy available to the Trustee, or exercising               
any trust or power conferred upon the Trustee, under the                        
Indenture; and (vi) the Trustee may consult with counsel and the                
written advice of such counsel or any opinion of counsel shall be               
full and complete authorization and protection in respect of any                
action taken, suffered or omitted by it hereunder in good faith                 
and in reliance thereon. (Section 7.2)                                          

Subject to such provisions in the Indenture for the                       
indemnification of the Trustee and certain other limitations, the               
Holders of at least a majority in aggregate principal amount of                 
the outstanding Debt Securities of each series affected (each                   
such series voting as a separate class) may direct the time,                    
method and place of conducting any proceeding for any remedy                    
available to the Trustee or exercising any trust or power                       
conferred on the Trustee; provided, that the Trustee may refuse                 
to follow any direction that conflicts with law or the Indenture,               
that may involve the Trustee in personal liability, or that the                 
Trustee determines in good faith may be unduly prejudicial to the               
rights of Holders not joining in the giving of such direction;                  
and provided further, that the Trustee may take any other action                
it deems proper that is not inconsistent with any directions                    
received from Holders of Debt Securities pursuant to this                       
Paragraph. (Section 6.5)                                                        

The Indenture provides that no Holder of any Debt Security                
of  any series may institute any proceeding, judicial  or                       
otherwise, with respect to the Indenture or the Debt Securities                 
of such series, or for the appointment of a receiver or trustee,                
or for any other remedy under the Indenture, unless: (i) such                   
Holder has previously given to the Trustee written notice of a                  
continuing Event of Default with respect to the Debt Securities                 
of such series; (ii) the Holders of at least 25% in aggregate                   
principal amount of outstanding Securities of such series shall                 
have made written request to the Trustee to institute proceedings               
in respect of such Event of Default in its own name as Trustee                  
under the Indenture; (iii) such Holder or Holders have offered to               
the Trustee indemnity reasonably satisfactory to the Trustee                    
against any costs, liabilities or expenses to be incurred in                    
compliance with such request; (iv) the Trustee for 60 days after                
its receipt of such notice, request and offer of indemnity has                  
failed to institute any such proceeding; and (v) during such 60-                
day period, the Holders of a majority in aggregate principal                    
amount of the outstanding Debt Securities of such series have not               

S-3
19th Page of 32
TOC
1st
Previous
Next
↓Bottom
Just 19th
given the Trustee a direction that is inconsistent with such                    
written request. A Holder may not use the Indenture to prejudice                
the rights of another Holder or to obtain a preference or                       
priority over such other Holder. (Section 6.6)                                  

The Indenture contains a covenant that the Company will file              
annually, not more than 90 days after the end of its fiscal year,               
with the Trustee a certification from the principal executive                   
officer, principal financial officer or principal accounting                    
officer that a review has been conducted of the activities of the               
Company  and its Subsidiaries and the Company's  and  its                       
Subsidiaries' performance under the Indenture and that the                      
Company has complied with all conditions and covenants under the                
Indenture. (Section 4.6)                                                        

DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE                                   

The Indenture provides that, except as provided below, the                
Company may terminate its obligations under the Debt Securities                 
of any series and the Indenture with respect to Debt Securities                 
of such series if: (i) all Debt Securities of such series                       
previously authenticated and delivered (other than destroyed,                   
lost or stolen Debt Securities of such series that have been                    
replaced or Debt Securities of such series that are fully repaid                
or Debt Securities of such series for whose payment money or                    
Securities have theretofore been held in trust and thereafter                   
repaid to the Company, as provided in the Indenture) have been                  
delivered to the Trustee for cancellation and the Company has                   
paid all sums payable by it hereunder; or (ii) (A) the Debt                     
Securities of such series mature within one year or all of them                 
are  to  be called for redemption within one year  under                        
arrangements satisfactory to the Trustee for giving the notice of               
redemption, (B) the Company irrevocably deposits in trust with                  
the Trustee, as trust funds solely for the benefit of the Holders               
of such Securities for that purpose, money or U.S. Government                   
Obligations or a combination thereof sufficient (in the opinion                 
of a nationally recognized firm of independent public accountants               
expressed in a written certification thereof delivered to the                   
Trustee), without consideration of any reinvestment, to pay                     
principal of and interest on the Debt Securities of such series                 
to maturity or redemption, as the case may be, and to pay all                   
other sums payable by it under the Indenture, (C) no default with               
respect to the Debt Securities of such series has occurred and is               
continuing on the date of such deposit, (D) such deposit does not               
result in a breach or violation of, or constitute a default                     
under, the Indenture or any other agreement or instrument to                    
which the Company is a party or by which it is bound and (E) the                
Company delivers to the Trustee an officers' certificate and an                 
opinion of counsel, in each case stating that all conditions                    
precedent provided for in the Indenture relating  to  the                       
satisfaction and discharge of the Indenture have been complied                  
with.  With respect to the foregoing clause (i), only the                       
Company's obligations under Section 7.7 of the Indenture in                     
respect of the Debt Securities of such series shall survive.                    
With respect to the foregoing clause (ii), only the Company's                   
obligations in Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.11, 4.2,                
7.7, 7.8, 8.5 and 8.6 of the Indenture in respect of the Debt                   

S-3
20th Page of 32
TOC
1st
Previous
Next
↓Bottom
Just 20th
Securities of such series shall survive until the Debt Securities               
are no longer outstanding.  Thereafter, only the Company's                      
obligations in Sections 7.7, 8.5 and 8.6 of the Indenture in                    
respect of the Debt Securities of such series shall survive.                    
After any such irrevocable deposit, the Trustee upon request                    
shall acknowledge in writing the discharge of the Company's                     
obligations under the Debt Securities of such series and this                   
Indenture with respect to the Debt Securities of such series                    
except for those surviving obligations specified above. (Section                
8.1)                                                                            

The Indenture provides that, except as provided below, the                
Company will be deemed to have paid and will be discharged from                 
any and all obligations in respect of the Debt Securities of any                
series after the period specified in clause (D)(2)(z) of this                   
paragraph, and the provisions of the Indenture will no longer be                
in effect with respect to the Debt Securities of such series, and               
the Trustee, at the expense of the Company, shall execute proper                
instruments acknowledging the same; provided that the following                 
conditions shall have been satisfied: (A) the Company has                       
irrevocably deposited in trust with the Trustee as trust funds                  
solely for the benefit of the Holders for payment of the                        
principal of and interest on the Debt Securities of such series,                
money or U.S. Government Obligations or a combination thereof                   
sufficient (in the opinion of a nationally recognized firm of                   
independent  public  accountants  expressed  in  a  written                     
certification  thereof delivered to  the  Trustee)  without                     
consideration of any reinvestment and after payment of all                      
federal, state and local taxes or other charges and assessments                 
in respect thereof payable by the Trustee, to pay and discharge                 
the principal of and accrued interest on the outstanding Debt                   
Securities of such series to maturity or earlier redemption                     
(irrevocably provided for under arrangements satisfactory to the                
Trustee), as the case may be; (B) such deposit will not result in               
a breach or violation of, or constitute a default under, the                    
Indenture or any other agreement or instrument to which the                     
Company is a party or by which it is bound; (C) no Default with                 
respect to the Debt Securities of such series shall have occurred               
and be continuing on the date of such deposit or at any time                    
during the period specified in clause (D)(2)(z) below; (D) the                  
Company shall have delivered to the Trustee (1) either (x) a                    
ruling directed to the Trustee received from the Internal Revenue               
Service to the effect that the Holders of the Securities of such                
series will not recognize income, gain or loss for federal income               
tax purposes as a result of the Company's exercise of its option                
under this provision of the Indenture and will be subject to                    
federal income tax on the same amount and in the same manner and                
at the same times as would have been the case if such option had                
not been exercised or (y) an opinion of counsel to the same                     
affect as the ruling described in clause (x) above and based on a               
change in law and (2) an opinion of counsel to the effect that                  
(x) the creation of the defeasance trust does not violate the                   
Investment Company Act of 1940, as amended, (y) the Holders of                  
the Securities of such series have a valid first priority                       
security interest in the trust funds, and (z) after the passage                 
of 123 days following the deposit (except after one year                        
following the deposit, with respect to any trust funds for the                  

S-3
21st Page of 32
TOC
1st
Previous
Next
↓Bottom
Just 21st
account of any Holder of the Securities of such series who may be               
deemed to be an "insider" as to an obligor on the Securities of                 
such series for purposes of the United States Bankruptcy Code),                 
the trust funds will not be subject to the effect of Section 547                
of the United States Bankruptcy Code or Section 15 of the New                   
York Debtor and Creditor Law in a case commenced by or against                  
the Company under either such statute, and either (I) the trust                 
funds will no longer remain the property of the Company (and                    
therefore will not be subject to the effect of any applicable                   
bankruptcy, insolvency, reorganization or similar laws affecting                
creditors, rights generally) or (II) if a court were to rule                    
under any such law in any case or proceeding that the trust funds               
remained in the possession of the Company, to the extent not paid               
to such Holders, the Trustee will hold, for the benefit of such                 
Holders, a valid and perfected first priority security interest                 
in such trust funds that is not avoidable in bankruptcy or                      
otherwise (except for the effect of Section 552(b) of the United                
States Bankruptcy Code on interest on the trust funds accruing                  
after the commencement of a case under such statute and the                     
Holders of the Securities of such series will be entitled to                    
receive adequate protection of their interests in such trust                    
funds if such trust funds are used in such case or proceeding;                  
(E) if the Debt Securities of such series are then listed on a                  
national securities exchange, the Company shall have delivered to               
the Trustee an opinion of counsel to the effect that the                        
defeasance contemplated by this provision of the Indenture of the               
Debt Securities of such series will not cause the Debt Securities               
of such series to be delisted; and (F) the Company has delivered                
to the Trustee an officers, certificate and an opinion of                       
counsel, in each case stating that all conditions precedent                     
provided  for in the Indenture relating to the defeasance                       
contemplated by this provision of the Indenture of the Debt                     
Securities  of  such  series  have  been  complied  with.                       
Notwithstanding the foregoing, prior to the end of the 123-day                  
(or one year) period referred to in clause (D)(2)(z) of this                    
paragraph, none of the Company's obligations under the Indenture                
with respect to such series shall be discharged. Subsequent to                  
the end of such 123-day (or one year) period, the Company's                     
obligations in Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.11, 4.1,                
4.2, 7.7, 7.8, 8.5 and 8.6 of the Indenture with respect to the                 
Debt Securities of such series shall survive until such Debt                    
Securities are no longer outstanding.  Thereafter, only the                     
Company's obligations in Sections 7.7, 8.5 and 8.6 of the                       
Indenture with respect to the Debt Securities of such series                    
shall survive.  If and when a ruling from the Internal Revenue                  
Service or an opinion of counsel referred to in clause (D)(1) of                
this paragraph is able to be provided specifically without regard               
to, and not in reliance upon, the continuance of the Company's                  
obligations under Section 4.1 of the Indenture, then  the                       
Company's obligations under such Section 4.1 of the Indenture                   
shall cease upon delivery to the Trustee of such ruling or                      
opinion of counsel and compliance with the other conditions                     
precedent provided for in this provision of the Indenture                       
relating to the defeasance contemplated by this provision of the                
Indenture. (Section 8.2)                                                        

S-3
22nd Page of 32
TOC
1st
Previous
Next
↓Bottom
Just 22nd
The Indenture provides that the Company may omit to comply                
with any term, provision or condition described under "--Certain                
Covenants," and such omission shall be deemed not to be an Event                
of Default, with respect to the outstanding Debt Securities of                  
any series if: (i) the Company has irrevocably deposited in trust               
with the Trustee as trust funds solely for the benefit of the                   
Holders of the Securities of such series for payment of the                     
principal of and interest, if any, on the Debt Securities of such               
series money or U.S. Government Obligations or a combination                    
thereof in an amount sufficient (in the opinion of a nationally                 
recognized firm of independent public accountants expressed in a                
written certification thereof delivered to the Trustee) without                 
consideration of any reinvestment and after payment of all                      
federal, state and local taxes or other charges and assessments                 
in respect thereof payable by the Trustee, to pay and discharge                 
the principal of and interest on the outstanding Debt Securities                
of such series to maturity or earlier redemption (irrevocably                   
provided for under arrangements satisfactory to the Trustee), as                
the case may be; (ii) such deposit will not result in a breach or               
violation of, or constitute a default under, the Indenture or any               
other agreement or instrument to which the Company is a party or                
by which it is bound; (iii) no Default with respect to the Debt                 
Securities of such series shall have occurred and be continuing                 
on the date of such deposit; (iv) the Company has delivered to                  
the Trustee an opinion of counsel to the effect that (A) the                    
creation of the defeasance trust does not violate the Investment                
Company Act of 1940, as amended (B) the Holders of the Debt                     
Securities of such series have a valid first-priority security                  
interest in the trust funds, (C) such Holders will not recognize                
income, gain or loss for federal income tax purposes as a result                
of such deposit and covenant defeasance and will be subject to                  
federal income tax on the same amount and in the same manner and                
at the same times as would have been the case if such deposit and               
defeasance had not occurred and (D) after the passage of 123 days               
following the deposit (except, with respect to any trust funds                  
for the account of any Holder of the Debt Securities of such                    
series who may be deemed to be an "insider" as to an obligor on                 
the Debt Securities of such series for purposes of the United                   
States Bankruptcy Code, the trust funds will not be subject to                  
the effect of Section 547 of the United States Bankruptcy Code or               
Section 15 of the New York Debtor and Creditor Law in a case                    
commenced by or against the Company under either such statute,                  
and either (1) the trust funds will no longer remain the property               
of the Company (and therefore will not be subject to the effect                 
of any applicable bankruptcy, insolvency, reorganization or                     
similar laws affecting creditors, rights generally) or (2) if a                 
court were to rule under any such law in any case or proceeding                 
that the trust funds remained property of the Company, to the                   
extent not paid to such Holders, the Trustee will hold, for the                 
benefit of such Holders, a valid and perfected first priority                   
security interest in such trust funds that is not avoidable in                  
bankruptcy or otherwise (except for the effect of Section 552(b)                
of the United States Bankruptcy Code on interest on the trust                   
funds accruing after the commencement of a case under such                      
statute), and the Holders of the Debt Securities of such series                 
entitled to receive adequate protection of their interests in                   
such trust funds if such trust funds are used in such case or                   

S-3
23rd Page of 32
TOC
1st
Previous
Next
↓Bottom
Just 23rd
proceeding; (v) if the Debt Securities of such series are then                  
listed on a national securities exchange, the Company shall have                
delivered to the Trustee an opinion of counsel to the effect that               
the covenant defeasance contemplated by this provision of the                   
Indenture of the Debt Securities of such series will not cause                  
the Debt Securities of such series to be delisted; and (vi) the                 
Company has delivered to the Trustee an officers, certificate and               
an opinion of counsel, in each case stating that all conditions                 
precedent provided for in the Indenture relating to the covenant                
defeasance contemplated by this provision of the Indenture of the               
Debt Securities of such series have been complied with. (Section                
8.3)                                                                            

MODIFICATION OF THE INDENTURE                                                   

The Indenture provides that the Company and the Trustee may               
amend or supplement the Indenture or the Debt Securities of any                 
series without notice to or the consent of any Holder: (1) to                   
cure any ambiguity, defect or inconsistency in the Indenture;                   
provided that such amendments or supplements shall not adversely                
affect the interests of the Holders in any material respect; (2)                
to comply with Article 5 of the Indenture; (3) to comply with any               
requirements  of  the  Commission in connection  with  the                      
qualification of the Indenture under the Trust Indenture Act of                 
1939, as amended; (4) to evidence and provide for the acceptance                
of appointment hereunder by a successor Trustee; (5) to establish               
the form or forms or terms of Debt Securities of any series or of               
the coupons appertaining to such Debt Securities as permitted by                
the Indenture; (6) to provide for uncertificated Debt Securities                
and to make all appropriate changes for such purpose; and (7) to                
make any change that does not materially and adversely affect the               
rights of any Holder. (Section 9.1)                                             

The Indenture also provides that, without prior notice to                 
any Holders, the Company and the Trustee may amend the Indenture                
and the Debt Securities of any series outstanding thereunder with               
the written consent of the Holders of a majority in principal                   
amount of the outstanding Debt Securities of all series affected                
by such supplemental indenture (all such series voting as one                   
class), and the Holders of a majority in principal amount of the                
outstanding Debt Securities of all series affected thereby (all                 
such series voting as one class) by written notice to the Trustee               
may waive future compliance by the Company with any provision of                
the  Indenture  or the Debt Securities  of  such  series.                       
Notwithstanding the foregoing provision, without the consent of                 
each Holder of the Debt Securities of each series affected each                 
thereby, an amendment or waiver, including a waiver pursuant to                 
Section 6.4 of the Indenture, may not: (i) extend the stated                    
maturity of the principal of, or any installment of interest on,                
such Holder's Debt Security, or reduce the principal amount                     
thereof or the rate of interest thereon (including any amount in                
respect of original issue discount), or any premium payable with                
respect thereto, or adversely affect the rights of such Holder                  
under any mandatory repurchase provision or any right  of                       
repurchase at the option of such Holder, or reduce the amount of                
the principal of an Original Issue Discount Security that would                 
be due and payable upon an acceleration of the maturity thereof                 

S-3
24th Page of 32
TOC
1st
Previous
Next
↓Bottom
Just 24th
pursuant to the Indenture or the amount thereof provable in                     
bankruptcy, or change any place of payment where, or the currency               
in which, any Debt Security of such series or any premium or the                
interest thereon is payable, or impair the right to institute                   
suit for the enforcement of any such payment on or after the                    
stated maturity thereof (or, in the case of redemption, on or                   
after  the  redemption date or, in the case of mandatory                        
repurchase, the date therefor); (ii) reduce the percentage in                   
principal amount of outstanding Debt Security of such series the                
consent of whose Holders is required for any such supplemental                  
indenture, for any waiver of compliance with certain provisions                 
of the Indenture or certain Defaults and their consequences                     
provided for in the Indenture; (iii) waive a Default in the                     
payment of principal of or interest on, any Debt Security of such               
series; (iv) cause any Debt Security of such series to be                       
subordinated in right of payment to any obligation of the                       
Company; (v) modify any of the provisions of this section of the                
Indenture, except to increase any such percentage or to provide                 
that certain other provisions of the Indenture cannot  be                       
modified or waived without the consent of the Holder of each                    
outstanding Debt Security of any series affected thereby.  A                    
supplemental indenture which changes or eliminates any covenant                 
or other provision of the Indenture which has expressly been                    
included solely for the benefit of one or more particular series                
of Debt Securities, or which modifies the rights of Holders of                  
Debt Security of such series with respect to such covenant or                   
provision, shall be deemed not to affect the rights under the                   
Indenture of the Holders of Debt Securities of any other series                 
or of the coupons appertaining to such Debt Securities. It shall                
not be necessary for the consent of the Holders under this                      
section of the Indenture to approve the particular form of any                  
proposed amendment, supplement or waiver, but it shall be                       
sufficient if such consent approves the substance thereof. After                
an amendment, supplement or waiver under this section of the                    
Indenture becomes effective, the Company shall give to the                      
Holders  affected thereby a notice briefly describing  the                      
amendment,  supplement or waiver.  The Company  will  mail                      
supplemental indentures to Holders upon request. Any failure of                 
the Company to mail such notice, or any defect therein, shall                   
not, however, in any way impair or affect the validity of any                   
such supplemental indenture or waiver. (Section 9.2)                            

GOVERNING LAW                                                                   

The Indenture and the Debt Securities will be governed by                 
the laws of the State of New York.                                              

CONCERNING THE TRUSTEE                                                          

The Company and its subsidiaries maintain ordinary banking                
relationships with The Chase Manhattan Bank, N.A. and its                       
affiliates and a number of other banks. The Chase Manhattan                     
Bank, N.A., and its affiliates along with a number of other banks               
have  extended credit facilities to the Company  and  its                       
subsidiaries.                                                                   

S-3
25th Page of 32
TOC
1st
Previous
Next
↓Bottom
Just 25th
PLAN OF DISTRIBUTION                                      

The Company may sell Debt Securities to or through one or                 
more underwriters and also may sell Debt Securities directly to                 
other purchasers or through agents or dealers, or the Company may               
sell Debt Securities through a combination of any such methods.                 

The distribution of the Debt Securities may be effected from              
time to time in one or more transactions at a fixed price or                    
prices, which may be changed, at market prices prevailing at the                
time of sale, at prices related to such prevailing market prices                
or at negotiated prices. Underwriters may sell Debt Securities                  
to or through dealers.                                                          

In  connection  with the sales of Debt  Securities,                     
underwriters may receive compensation from the Company in the                   
form of discounts, concessions or commissions.  Underwriters,                   
dealers and agents that participate in the distribution of Debt                 
Securities may be deemed to be underwriters, and any discounts or               
commissions received by them and any profit on the resale of Debt               
Securities by them may be deemed to be underwriting discounts and               
commissions under the Securities Act. Any such underwriter or                   
agent will be identified, and any such compensation will be                     
described in the Prospectus Supplement.                                         

Pursuant to agreements into which the Company may enter,                  
underwriters,  dealers and agents who participate  in  the                      
distribution  of  Debt  Securities  may  be  entitled  to                       
indemnification by the Company against certain liabilities,                     
including liabilities under the Securities Act.                                 

Unless otherwise indicated in the Prospectus Supplement, the              
Company does not intend to list any of the Debt Securities on a                 
national securities exchange. In the event the Debt Securities                  
are not listed on a national securities exchange, certain broker-               
dealers may make a market in the Debt Securities, but will not be               
obligated to do so and may discontinue any market making at any                 
time without notice. No assurance can be given that any broker-                 
dealer will make a market in the Debt Securities or as to the                   
liquidity of the trading market for the Debt Securities, whether                
or not the Debt Securities are listed on a national securities                  
exchange.  The Prospectus Supplement with respect to the Debt                   
Securities will state, if known, whether or not any broker-dealer               
intends to make a market in the Debt Securities.  If no such                    
determination has been made, the Prospectus Supplement will so                  
state.                                                                          

The place and time of delivery for the Offered Securities in              
respect of which this Prospectus is delivered will be set forth                 
in the Prospectus Supplement.                                                   

LEGAL MATTERS                                         

The validity of the issuance of the Debt Securities offered               
hereby will be passed upon for the Company by Rose Law Firm,                    
Little Rock, Arkansas, and for any underwriters or agents by                    
Davis Polk & Wardwell, New York, New York. Certain members of                   

S-3
26th Page of 32
TOC
1st
Previous
Next
↓Bottom
Just 26th
the Rose Law Firm beneficially own shares of the Company's Class                
A Common Stock, par value $.10 per share, having a market value                 
on December 11, 1997 of approximately $62,034.                                  

EXPERTS                                             

The consolidated financial statements of Tyson Foods, Inc.                
incorporated by reference in the Company's Annual Report (Form                  
10K) for the year ended September 27, 1997, have been audited by                
Ernst & Young LLP, independent auditors, as set forth in their                  
reports thereon included therein and incorporated herein by                     
reference.  Such  consolidated  financial  statements  are                      
incorporated herein by reference in reliance upon such reports                  
given upon the authority of such firm as experts in accounting                  
and auditing.                                                                   

The consolidated balance sheets of Hudson Foods, Inc. as of               
September 27, 1997 and September 28, 1996 and the consolidated                  
statements of income, stockholders' equity, and cash flows for                  
each of the three years in the period ended September 27, 1997,                 
incorporated  by reference in this prospectus,  have  been                      
incorporated herein in reliance on the report of Coopers &                      
Lybrand, L.L.P., independent accountants, given on the authority                
of that firm as experts in accounting and auditing.                             

PART II                                             

INFORMATION NOT REQUIRED IN THE PROSPECTUS                          

Item 14. Other Expenses of Issuance and Distribution*                           

Securities and Exchange Commission registration fee   $147,500                  
Legal fees and expenses                                 90,000                  
Printing and engraving                                  20,000                  
Fees and expenses of Trustee                             7,500                  
Accountant's fees and expenses                          25,000                  
Rating Agencies' fees                                  135,000                  
Miscellaneous                                           15,000                  

Total                                              $440,000               

*All amounts except the Securities and Exchange Commission                      
registration fee are estimated.                                                 

Item 15. Indemnification of Directors and officers                              

The Company's By-laws provide that the Company shall                      
indemnify and hold harmless its directors and officers to the                   
fullest extent legally permissible under and pursuant to any                    
procedure specified in the Delaware General Corporation Law                     
("DGCL") against all expenses, liabilities, and losses incurred                 
connection with their service or status as directors  and                       
officers.  Such indemnification would also extend to liabilities                
arising from actions taken by directors or officers when serving                
at the request of the Company as a director or officer of another               
corporation, or as its representative in a partnership, joint                   
venture or other enterprise.                                                    

S-3
27th Page of 32
TOC
1st
Previous
Next
↓Bottom
Just 27th
Section 145 of the DGCL, as currently in effect, sets forth               
the indemnification rights of directors and officers of Delaware                
corporations. Under such provision, a director or officer of a                  
corporation (i) shall be indemnified by the corporation for all                 
expenses of litigation or other legal proceedings when he is                    
successful on the merits or otherwise, (ii) may be indemnified by               
the corporation for the expenses, judgments, fines and amounts                  
paid in settlement of such litigation (other than a derivative                  
suit) even if he is not successful on the merits if he acted in                 
good faith and in a manner he reasonably believed to be in or not               
opposed to the best interests of the corporation (and, in the                   
case of a criminal proceeding, had no reason to believe his                     
conduct was unlawful), and (iii) may be indemnified by the                      
corporation for expenses of a derivative suit (a suit by a                      
stockholder alleging a breach by a director or officer of a duty                
owed to the corporation), even if he is not successful on the                   
merits, if he acted in good faith and in a manner he reasonably                 
believed to be in or not opposed to the best interests of the                   
corporation, provided that no such indemnification may be made in               
accordance with this clause (iii) if the director or officer is                 
adjudged liable to the corporation, unless and only to the extent               
that a court determines that, despite such adjudication but in                  
view of all of the circumstances, he is fairly and reasonably                   
entitled  to  indemnification  of  such  expenses.   The                        
indemnification described in clauses (ii) and (iii) above shall                 
be made only upon a determination by (i) a majority of a quorum                 
of disinterested directors, (ii) independent legal counsel in a                 
written opinion or (iii) the stockholders, that indemnification                 
is proper because the applicable standard of conduct is met.                    

The effect of the indemnification provisions contained in                 
the Company's By-laws is to require the Company to indemnify its                
directors  and  officers  under  circumstances  where  such                     
indemnification would otherwise be discretionary and to extend to               
the Company's directors and officers the benefits of Delaware law               
dealing with director and officer indemnification, as well as any               
future changes which might occur under Delaware law in this area.               

The Company's By-laws specify that the indemnification                    
rights granted thereunder are enforceable contract rights which                 
are not exclusive of any other indemnification rights that the                  
director or officer may have under an agreement, provision of                   
law, vote of stockholders or otherwise. As permitted by Section                 
145(g) of the DGCL, the Company's By-laws also authorize the                    
Company to purchase directors' and officers' insurance for the                  
benefit  of its past and present directors and  officers,                       
irrespective of whether the Company has the power to indemnify                  
such persons under Delaware law. The Company currently maintains                
such insurance as allowed by these provisions.                                  

The Company's By-laws also provide that expenses incurred by              
a director or officer in defending a civil or criminal lawsuit or               
proceeding arising out of actions taken in his official capacity,               
or in certain other capacities, will be paid by the Company in                  
advance of the final disposition of the matter upon receipt of an               
undertaking from the director or officer to repay the sum                       
advanced if it is ultimately determined that he is not entitled                 
to  be  indemnified by the Company pursuant to applicable                       
provisions of the DGCL.                                                         

S-3
28th Page of 32
TOC
1st
Previous
Next
↓Bottom
Just 28th
As noted above, the Company's directors and officers have                 
certain indemnity rights under the Company's By-laws and the DGCL               
and are protected from certain other liabilities by the Company's               
existing directors' and officers' insurance.  The Company has                   
also entered into supplemental indemnification agreements with                  
its directors and with certain officers designated by the Board                 
of Directors (collectively the "Indemnitees"), which broaden the                
scope of indemnity that has traditionally been provided by the                  
Company to such persons under the terms of its By-laws and the                  
DGCL.                                                                           

The indemnification agreements with the Indemnitees provide               
that, subject to certain important exceptions, the Indemnitees                  
shall be indemnified to the fullest possible extent permitted by                
law against any amount which they become legally obligated to pay               
because of any act or omission or neglect or breach of duty.                    
Such amount includes all expenses (including attorneys' fees),                  
damages, judgments, costs and settlement amounts, actually and                  
reasonably incurred or paid by them in any action or proceeding,                
including any action by or in the right of the Company, on                      
account of their service as a director or officer of the Company                
or any subsidiary of the Company. The indemnification agreements                
further provide that expenses incurred by the Indemnitees in                    
defending such actions, in accordance with the terms of the                     
agreements, shall be paid in advance, subject to the Indemnitees'               
obligation to reimburse the Company in the event it is ultimately               
determined that they are not entitled to be indemnified for such                
expenses under any of the provisions of the indemnification                     
agreements.                                                                     

No indemnification is provided under the indemnification                  
agreements on account of conduct which is adjudged to be                        
deliberately dishonest and material to establishing the liability               
for  which  indemnification is sought.  In  addition,  no                       
indemnification is provided if a final court adjudication shall                 
determine that such indemnification is not lawful, or in respect                
of any suit in which judgment is rendered for an accounting of                  
profits made from a purchase or sale of securities of the Company               
in violation of Section 16(b) of the Exchange Act, or of any                    
similar statutory provision, or on account of any remuneration,                 
personal profit or advantage which is adjudged to have been                     
obtained in violation of law. The indemnification agreements                    
also contain provisions designed to protect the Company from                    
unreasonable settlements or redundant legal expenditures.                       

The indemnification agreements also provide for contribution              
by the Company, with certain exceptions, to amounts paid by the                 
Indemnitees in any situation in which the Company and such                      
individuals are jointly liable (or would be if the Company were                 
joined in the litigation) if for any reason indemnification is                  
not available. Such contribution would be based on the relative                 
benefits to the Company and the individuals of the transaction                  
from which liability arose, and on the relative fault in the                    
transaction of the Company and the individuals. This provision                  
would  be  applicable in the event a  court  found  that                        
indemnification under the federal securities laws is against                    
public policy and thus not enforceable, as well as under state                  
laws.                                                                           

S-3
29th Page of 32
TOC
1st
Previous
Next
↓Bottom
Just 29th
The indemnification agreements provide for substantially                  
broader indemnity rights than those currently granted to the                    
directors and officers of the Company under the Company's Bylaws,               
which  afforded directors and officers only those  express                      
indemnification rights set forth in Section 145 of the DGCL.                    
They are not intended to deny or otherwise limit third party or                 
derivative suits against the Company or its directors  or                       
officers.  However, to the extent a director or officer were                    
entitled to indemnification or contribution thereunder, the                     
financial burden of a third party suit would be borne by the                    
Company, and the Company would not benefit from derivative                      
recoveries since the amount of such recoveries would be repaid to               
the director or officer pursuant to the agreements.                             

Item 16. Exhibits                                                               

The following exhibits are filed as part of the Registration              
Statement:                                                                      

Exhibit No.       Description                                                   

1            Form of Underwriting Agreement (incorporated by                    
reference to the Company's Form S-3                   
Registration Statement, No. 33-58177,                 
filed on March 22, 1995)                              

4            Indenture between the Company and                                  
The Chase Manhattan Bank, N.A., as Trustee            

5            Opinion of Rose Law Firm                                           

12           Computation of Ratio of Earnings to Fixed Charges                  

23.1         Consent of Ernst & Young LLP                                       

23.2         Consent of Rose Law Firm is contained                              
in the opinion included as Exhibit 5                  

23.3         Consent of Coopers & Lybrand LLP                                   

24           Powers of Attorney                                                 

25           Statement of Eligibility of Trustee (incorporated by               
reference to the Company's Form S-3 Registration      
Statement, No. 33-58177, filed on March 22, 1995)     

Item 17. Undertakings                                                           

(a) The undersigned registrant hereby undertakes:                         

(1)  To file, during any period in which offers or                  
sales are being made of the securities registered hereby, a post-               
effective amendment to this registration statement:                             

(i)  To include any prospectus required by Section                  
10(a)(3) of the Securities Act of 1933;                                   

S-3
30th Page of 32
TOC
1st
Previous
Next
↓Bottom
Just 30th
(ii) To reflect in the prospectus any facts or events               
arising  after the effective date of the registration                     
statement (or the most recent post-effective amendment                    
thereof) which, individually or in the aggregate, represent               
a fundamental change in the information set forth in this                 
registration statement;                                                   

(iii) To include any material information with respect              
to the plan of distribution not previously disclosed in this              
registration statement or any material change to such                     
information in this registration statement;                               

provided, however, that the undertakings set forth in paragraphs                
(a)(1)(i) and (a)(1)(ii) above do not apply if the information                  
required to be included in a post-effective amendment by those                  
paragraphs is contained in periodic reports filed by  the                       
registrant pursuant to Section 13 or Section 15(d) of the                       
Securities Exchange Act of 1934 that are incorporated  by                       
reference in this registration statement.                                       

(2)  That, for the purpose of determining any liability                   
under the Securities Act of 1933, each such post-effective                      
amendment shall be deemed to be a new registration statement                    
relating to the securities offered therein, and the offering of                 
such securities at that time shall be deemed to be the initial                  
bona fide offering thereof.                                                     

(3)  To remove from registration by means of a post-                      
effective amendment any of the securities being registered which                
remain unsold at the termination of the offering.                               

(b)  The undersigned registrant hereby further undertakes                 
that, for purposes of determining any liability under the                       
Securities Act of 1933, each filing of the registrant's annual                  
report pursuant to Section 13(a) or Section 15(d) of the                        
Securities Exchange Act of 1934 (and, where applicable, each                    
filing of an employee benefit plan's annual report pursuant to                  
Section 15(d) of the Securities Exchange Act of 1934) that is                   
incorporated by reference in the registration statement shall be                
deemed to be a new registration statement relating to the                       
securities offered therein, and the offering of such securities                 
at that time shall be deemed to be the initial bona fide offering               
thereof.                                                                        

(c)  Insofar as indemnification for liabilities arising                   
under the Securities Act of 1933 may be permitted to directors,                 
officers and controlling persons of the registrant pursuant to                  
the foregoing provisions, or otherwise, the registrant has been                 
advised that in the opinion of the Securities and Exchange                      
Commission such indemnification is against public policy as                     
expressed in the Act and is, therefore, unenforceable.  In the                  
event that a claim for indemnification against such liabilities                 
(other than the payment by the registrant of expenses incurred or               
paid by a director, officer or controlling person of the                        
registrant in the successful defense of any action, suit or                     
proceeding) is asserted by such director, officer or controlling                
person in connection with the securities being registered, the                  

S-3
31st Page of 32
TOC
1st
Previous
Next
↓Bottom
Just 31st
registrant will, unless in the opinion of its counsel the matter                
has been settled by controlling precedent, submit to a court of                 
appropriate  jurisdiction  the  question  whether  such                         
indemnification by it is against public policy as expressed in                  
the Act and will be governed by the final adjudication of such                  
issue.                                                                          
SIGNATURES                                          

Pursuant to the requirements of the Securities Act of 1933,               
the registrant certifies that it has reasonable grounds to                      
believe that it meets all of the requirements for filing on Form                
S-3 and has duly caused this registration statement to be signed                
on its behalf by the undersigned, thereunto duly authorized, in                 
the City of Springdale, State of Arkansas, on the 17th day of                   
December, 1997.                                                                 

TYSON FOODS, INC.                                 
(Registrant)                                      
By:/S/ Wayne Britt                          
Wayne Britt                                       
Executive Vice President and Chief                
Financial Officer                                 

Pursuant to the requirements of the Securities Act of 1933,               
this registration statement has been signed by the following                    
persons in the capacities and on the dates indicated.                           

Signature                               
Title                                   
Date                                    

/s/  Don Tyson*                               
Don Tyson                               
Senior Chairman of the Board            
December 17, 1997                       

/s/  Leland E. Tollett                        
Leland E. Tollett                       
Chairman, Chief Executive Officer       
and Director                        
December 17, 1997                       

/s/  John H. Tyson*                           
John H. Tyson                           
Vice Chairman of Board                  
December 17, 1997                       

/s/  Donald E. Wray*                          
Donald E. Wray                          
President, Chief Operating Officer      
and Director                        
December 17, 1997                       

/s/  Shelby D. Massey*                        
Shelby D. Massey                        
Director                                
December 17, 1997                       

S-3
Last Page of 32
TOC
1st
Previous
Next
↓Bottom
Just 32nd
/s/  Joe F. Starr*                            
Joe F. Starr                            
Director                                
December 17, 1997                       

/s/   Neely E. Cassady*                         
Neely E. Cassady                        
Director                                
December 17, 1997                       

/s/   Fred S. Vorsanger*                        
Fred S. Vorsanger                       
Director                                
December 17, 1997                       

/s/   Barbara A. Tyson*                         
Barbara A. Tyson                        
Director                                
December 17, 1997                       

/s/   Lloyd V. Hackley*                         
Lloyd V. Hackley                        
Director                                
December 17, 1997                       

/s/   Gerald M. Johnson*                        
Gerald M. Johnson                       
Director                                
December 17, 1997                       

/s/   Wayne Britt                               
Wayne Britt                             
Executive Vice President and Chief      
Financial Officer (Principal        
Financial Officer)                  
December 17, 1997                       

/s/   James G. Ennis                            
James G. Ennis                          
Vice President and Controller           
(Chief Accounting Officer)          
December 17, 1997                       

*By:/s/ Wayne Britt                                                       
Wayne Britt, Attorney-in-Fact                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3’ Filing		Date		First		Last			Other Filings
Filed on:		12/18/97
		12/17/97		1		32			8-K
		12/16/97		5					8-K
		12/11/97		26
		9/27/97		5		26			10-K405,  DEF 14A
		9/28/96		26					10-K405,  DEF 14A
		6/1/95		6
		3/22/95		29					S-3
									List all Filings

7 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/08/24  Tyson Foods, Inc.                 8-K:1,2,8,9 3/08/24   13:838K                                   Broadridge Fin’l So… Inc
11/13/23  Tyson Foods, Inc.                 10-K        9/30/23  119:19M
 6/09/23  Tyson Foods, Inc.                 S-3ASR      6/09/23    5:593K                                   Broadridge Fin’l So… Inc
11/14/22  Tyson Foods, Inc.                 10-K       10/01/22  118:20M
11/15/21  Tyson Foods, Inc.                 10-K       10/02/21  124:19M
 2/11/21  Tyson Foods, Inc.                 10-K/A     10/03/20  131:23M
11/16/20  Tyson Foods, Inc.                 10-K       10/03/20  134:23M