UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Current
Report pursuant to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 8, 2009
Tyson
Foods, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
of incorporation or other jurisdiction)
001-14704
(Commission
File Number)
71-0225165
(IRS
Employer Identification No.)
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2200
Don Tyson Parkway, Springdale, AR
72762-6999
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(Address,
including zip code, and telephone number, including area code,
of
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Registrant's
principal executive offices)
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Not
Applicable
(Former
name or former address, if changed since last report.)
________________________________
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
□ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
□ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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□
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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□
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Explanatory
Note
This Current Report on Form 8-K/A
amends Item 4.01 of the Current Report on Form 8-K filed with the Securities and
Exchange Commission on June 12, 2009, regarding a change in Registrant’s
certifying accountant.
Item
4.01. Changes in Registrant’s Certifying Accountant.
(a), (b)
The Audit Committee (the "Audit Committee") of the Board of Directors of Tyson
Foods, Inc. (the "Company") conducted a competitive process to determine the
Company's independent registered public accounting firm for the Company's 2010
fiscal year, which began October 4, 2009. The Audit Committee invited
four national accounting firms to participate in this process, including Ernst
& Young LLP ("E&Y"), the Company's then independent registered public
accounting firm. As a result of this process, effective June 8, 2009, the Audit
Committee approved the engagement of PricewaterhouseCoopers LLP ("PwC") as the
Company's independent registered public accounting firm for the Company's 2010
fiscal year.
Also
effective June 8, 2009, the Audit Committee informed E&Y that
it will be dismissed as the Company's independent registered public
accounting firm no later than the date of the filing of the Company's Form 10-K
for the 2009 fiscal year.
During
the fiscal years ended October 3, 2009, and September 27, 2008, and the
subsequent interim period through the date of the filing of this Form 8-K/A, the
Company had (i) no disagreements with E&Y on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, any of which that, if not resolved to E&Y's satisfaction, would
have caused it to make reference to the subject matter of any such disagreement
in connection with its reports for such years and interim period and (ii) no
reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K
during the two most recent fiscal years or the subsequent interim
period.
E&Y's
reports on the Company's consolidated financial statements for the fiscal years
ended October 3, 2009, and September 27, 2008, do not contain any adverse
opinion or disclaimer of opinion, nor are qualified or modified as to
uncertainty, audit scope, or accounting principles.
During
the fiscal years ended October 3, 2009, and September 27, 2008, and the
subsequent interim period through the date of the filing of this Form 8-K/A,
neither the Company nor anyone on its behalf has consulted with PwC regarding
(i) the application of accounting principles to a specific transaction, either
completed or proposed, (ii) the type of audit opinion that might be rendered on
the Company's financial statements, (iii) any matter that was the subject of a
disagreement within the meaning of Item 304(a)(1)(iv) of Regulation
S-K, or (iv) any reportable event within the meaning of
Item 304(a)(1)(v) of Regulation S-K.
In
accordance with Item 304(a)(3) of Regulation S-K, the Company has provided
E&Y a copy of the disclosures it is making in this Current Report on Form
8-K/A prior to filing with the SEC and requested that E&Y furnish the
Company with a letter addressed to the SEC stating whether or not E&Y agrees
with the above statements. A copy of such letter, dated November 23, 2009,
is filed as Exhibit 16.1 to this Current Report on
Form 8-K/A.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
16.1 Letter
of Ernst & Young LLP dated November 23, 2009
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
TYSON
FOODS, INC.
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By:
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/s/ R. Read Hudson
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Name:
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R.
Read Hudson
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Title:
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Vice
President, Associate General
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Counsel
and Secretary
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November 23, 2009 |
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