FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TYSON FOODS INC [ (TSN) ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/17/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Contract to Sell(1) | (2) | 06/17/2005 | 06/17/2005 | J | 1 | 06/22/2005 | 06/22/2005 | Class B Common Stock | 1,000,000 | $0 | 5 | I | By TLP Investment, L.P. | ||
Contract to Sell(1) | (2) | 06/17/2005 | 06/17/2005 | J | 1 | 06/22/2005 | 06/22/2005 | Class B Common Stock | 1,000,000 | $0 | 3 | I | By TLPCRT, L.P. | ||
Contract to Sell(1) | (2) | 06/17/2005 | 06/17/2005 | J | 1 | 06/22/2005 | 06/22/2005 | Class B Common Stock | 1,000,000 | $0 | 3 | I | By TLPCRT, L.P. | ||
Contract to Sell(1) | (2) | 06/17/2005 | 06/17/2005 | J | 1 | 06/22/2005 | 06/22/2005 | Class B Common Stock | 1,000,000 | $0 | 5 | I | By TLP Investment, L.P. | ||
Contract to Sell(1) | (3)(4) | 06/17/2005 | 06/17/2005 | J | 1 | 02/20/2007 | 02/20/2007 | Class B Common Stock | 1,000,000(3)(5) | (3)(4) | 5 | I | By TLP Investment, L.P. | ||
Contract to Sell(1) | (3)(4) | 06/17/2005 | 06/17/2005 | J | 1 | 02/20/2007 | 02/20/2007 | Class B Common Stock | 1,000,000(3)(5) | (3)(4) | 5 | I | By TLP Investment, L.P. | ||
Contract to Sell(1) | (3)(4) | 06/17/2005 | 06/17/2005 | J | 1 | 02/20/2007 | 02/20/2007 | Class B Common Stock | 1,000,000(3) | (3)(4) | 3 | I | By TLPCRT, L.P. | ||
Contract to Sell(1) | (3)(4) | 06/17/2005 | 06/17/2005 | J | 1 | 02/20/2007 | 02/20/2007 | Class B Common Stock | 1,000,000(3)(5) | (3)(4) | 3 | I | By TLPCRT, L.P. |
Explanation of Responses: |
1. TLP Investment, L.P. ("TLP") and TLPCRT, L.P. ("TLPCRT") (TLP and TLPCRT collectively, the "Counterparties") (each Counterparty is a limited partnership for which the reporting person directly or indirectly holds all of the outstanding beneficial interest) have amended four existing pre-paid variable equity forward contracts relating to an aggregate of 4,000,000 shares of Tyson Foods, Inc. Class B Common Stock (the "Class B Stock") extending their respective expiration dates to February 20, 2007 modifying the exercise prices and other terms of each contract (the "Amended Contracts"). Each of these transactions was effective June 17, 2005. |
2. As a result of the transactions discussed in Footnote 1 hereof, the Counterparties received net proceeds of $2,316,000. |
3. Under the Amended Contracts, each Counterparty agreed to deliver shares of Class A Stock (or Class B Stock immediately convertible into Class A Stock) on the expiration date of each contract (or on an earlier date if the contract is terminated early) as follows: (i) if the price of Class A Stock on the date of expiration or termination (the "Final Price") is less than a specified floor price (the "Floor Price"), then 1,000,000 shares; (ii) if the Final Price is less than or equal to a specified maximum price (the "Cap Price"), but greater than or equal to the Floor Price, then a number of shares equal to 1,000,000 times the Floor Price divided by the Final Price; (iii) if the Final Price is greater than the Cap Price, then a number of shares equal to 1,000,000 multiplied by a fraction, the numerator of which is the sum of the Floor Price and the difference between the Final Price and the Cap Price, and the denominator of which is the Final Price. |
4. Each of the Amended Contracts has a Floor Price equal to $18.795/share and a Cap Price equal to $22.554/share, all based on a market price of $18.795/share on June 17, 2005 |
5. In connection with the Amended Contracts, the Counterparties have pledged 4,000,000 shares of Class B Stock to secure their obligations under the Amended Contracts. Under the Amended Contracts, in lieu of the delivery of shares, each Counterparty may, at its option, settle the contracts by delivery of cash. In certain events, the Counterparties are obligated to settle the contracts by delivery of cash. |
Remarks: |
By: /s/Harry C. Erwin, III, General Partner, on behalf of Tyson Limited Partnership | 06/21/2005 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |