notes to  consolidated  financial  statements Tyson Foods, Inc. 2002 annual report Following expedited discovery, the Delaware Court conducted a nine day trial, beginning on May 14, 2001, on IBP’s and the plaintiffs’ claims for specific performance with respect to the terminated cash tender offer and the Merger Agreement and the Company’s counterclaims. On June 15, 2001, following expedited post-trial briefing, the Delaware Court issued a memorandum opinion, which was issued in revised form on June 18, 2001 (the Post-Trial Opinion), in which the Delaware Court concluded, among other things,  that (1) the Merger Agreement is a valid and enforceable contract that was not induced by any material misrepresentation or omission, (2) the Company did not breach the Merger Agreement or any duty to IBP’s stockholders by failing to close the terminated cash tender offer, (3) the Company did not have a basis to terminate the Merger Agreement under its terms, and (4) specific performance of the Merger Agreement was the only method by which to adequately redress the harm threatened to IBP and its stockholders. After negotiations and in accordance with the Post-Trial Opinion, the Company and IBP presented an Order, Judgment and Decree to the Delaware Court, entered on June 27, 2001, requiring the Company and its affiliates to specifically perform the Merger Agreement as modified by, and subject to the conditions contained in, a Stipulation between the Company and IBP, including making  a cash tender offer for 50.1% of IBP’s shares and effecting the merger with IBP. On August 3, 2001, the Delaware Court entered an order approving the settlement of the Consolidated Action and extinguished all claims that were or could have been asserted by the IBP stockholders in the Consolidated Action in exchange for, among other things, the acceleration of the closing of a new Cash Tender Offer to August 3, 2001. On January 7, 2002, the Company filed a motion in the Delaware Court asking that court to vacate its Post-Trial Opinion on grounds of mootness or, in the alternative, to enter final judgment so that an appeal could be taken. The Delaware Court denied this motion on February 11, 2002, and the Company has appealed that decision, as well as the Post-Trial Opinion and certain earlier rulings by the Delaware Court, to the Delaware Supreme Court. Certain of the plaintiffs in the Delaware Federal Actions discussed below have filed a motion to dismiss the Company’s appeal as untimely as to all matters except the Delaware Court’s denial of  the motion to vacate the Post-Trial Opinion. On July 24, 2002, the Delaware Supreme Court granted that partial motion to dismiss and directed that the balance of the appeal go forward. Oral argument on the balance of the appeal has been scheduled for December 12, 2002. On June 19, 2001, a purported Company stockholder commenced a derivative action in the Delaware Court entitled  Alan Shapiro v. Barbara R. Allen, et al. , C.A. No. 18967-NC seeking monetary damages on behalf of the Company, a nominal defendant, from the members of the Company’s Board of Directors. The complaint alleges the directors violated their fiduciary duties by attempting to terminate the Merger Agreement. On July 17, 2001, the defendants moved to dismiss the complaint. On August 16, 2002, the plaintiff filed an Amended Complaint, and on September 3, 2002, the defendants renewed their motion to dismiss. A hearing on the defendants’ motion to dismiss has been scheduled for December 17, 2002. The defendants intend to vigorously defend these claims. Between June 22 and July 20, 2001, various plaintiffs commenced actions (the Delaware Federal Actions) against the Company, Don Tyson, John Tyson and Les Baledge in the U.S. District Court for the District of Delaware, seeking monetary damages on behalf  of a purported class of those who sold IBP stock or traded in certain IBP options from March 29, 2001, when the Company announced its intention to terminate the Merger Agreement with IBP, and June 15, 2001, when the Delaware Court rendered its Post-Trial Opinion in the Consolidated Action. The actions, entitled  Meyer v. Tyson Foods, Inc., et al. , C.A. No. 01-425 SLR;  Banyan Equity Mgt. v. Tyson Foods, Inc., et al. , C.A. No. 01-426 GMS;  Steiner v. Tyson Foods, Inc., et al. , C.A. No. 01-462 GMS;  Aetos Corp., et al. v. Tyson, et al. , C.A. No. 01-463 GMS;  Meyers, et al. v. Tyson Foods, Inc., et al. , C.A. No. 01-480;  Binsky v. Tyson Foods, Inc., et al. , C.A. No. 01-495;  Management Risk Trading LP v. Tyson Foods, Inc., et al. , C.A. No. 01-496; and  Stark Investments, L.P., et al. v.  Tyson et al. , C.A. No. 01-565 allege that the defendants violated federal securities laws by making, or causing to be made, false and misleading statements in connection with the Company’s attempted termination of the Merger Agreement. The various actions were subsequently consolidated under the caption  In re Tyson Foods, Inc. Securities Litigation . On December 4, 2001, the plaintiffs in the consolidated action filed a Consolidated Class Action Complaint. The plaintiffs allege that, as a result of the defendants’ alleged conduct, the purported class members were harmed. On January 22, 2002, the defendants filed a motion to dismiss the consolidated complaint. By memorandum order dated October 23, 2002, the court granted in part and denied in part the defendants’ motion  to dismiss. The defendants intend to vigorously defend the remaining claims. p 53