-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VpUeHJefkUpuoxvDO/fNr/xX7vDE7jgBkaYgfhY77XQU1Ig/lBpVBKKt2602srtr fH1Cjv6IaYmmr51c1iS+eA== 0000896058-97-000108.txt : 19970416 0000896058-97-000108.hdr.sgml : 19970416 ACCESSION NUMBER: 0000896058-97-000108 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970415 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SMITHFIELD FOODS INC CENTRAL INDEX KEY: 0000091388 STANDARD INDUSTRIAL CLASSIFICATION: MEAT PACKING PLANTS [2011] IRS NUMBER: 520845861 STATE OF INCORPORATION: DE FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-07808 FILM NUMBER: 97580626 BUSINESS ADDRESS: STREET 1: 501 N CHURCH ST CITY: SMITHFIELD STATE: VA ZIP: 23430 BUSINESS PHONE: 8043574321 MAIL ADDRESS: STREET 1: 501 N CHURCH STREET CITY: SMITHFIELD STATE: VA ZIP: 23430 FORMER COMPANY: FORMER CONFORMED NAME: LIBERTY EQUITIES CORP DATE OF NAME CHANGE: 19710221 FORMER COMPANY: FORMER CONFORMED NAME: LIBERTY REAL ESTATE TRUST DATE OF NAME CHANGE: 19661113 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLARK ESTATES INC CENTRAL INDEX KEY: 0000927907 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NY FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 30 WALL STREET 9TH FLOOR CITY: NYW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2122691833 MAIL ADDRESS: STREET 1: 30 WALL STREET 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 SC 13D/A 1 SCHEDULE 13D - AMENDMENT NO. 10 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) SMITHFIELD FOODS, INC. (Name of Issuer) COMMON STOCK $.50 PAR VALUE (Title of Class of Securities) 83224810 (CUSIP Number) Kevin S. Moore Senior Vice President and Chief Financial Officer The Clark Estates, Inc. 30 Wall Street New York, New York 10005 Tel. No.: (212) 269-1833 With a copy to: David W. Ambrosia, Esq. Winthrop, Stimson, Putnam & Roberts One Battery Park Plaza New York, New York 10004-1490 (212) 858-1208 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 4, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following: [ ] Page 1 of 20 SCHEDULE 13D ================================================================================ CUSI83224810 Page of __ Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Clark Estates, Inc. 13-5524538 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 895,385 SHARES BENEFICIALLY ------------------------------------------------- OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 0 ------------------------------------------------- 9 SOLE DISPOSITIVE POWER 895,385 ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 895,385 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO ================================================================================ Page 2 of 20 Pursuant to Item 101(a)(2)(ii) of Regulation S-T promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "Act"), this Amendment No. 7 restates the Schedule 13D dated November 4, 1981 filed by The Clark Estates, Inc. (as amended, the "Schedule 13D"). Item 1. Security and Issuer. This Amendment No. 7 relates to shares of Common Stock, $.50 par value per share (the "Common Stock") of Smithfield Foods, Inc., a Delaware corporation (the "Company"). The address of the Company's principal executive offices is 900 Dominion Tower, 999 Waterside Drive, Norfolk, Virginia 23510. Item 2. Identity and Background. (a) - (c) This statement is being filed by The Clark Estates, Inc. (the "Reporting Person"). The Reporting Person is a New York corporation principally engaged in the business of providing administrative services relating to investments of certain institutional, corporate, individual and trust accounts affiliated with the Clark family. The principal business and principal office address of the Reporting Person is 30 Wall Street, New York, New York 10005. The name, business address, present principal occupation or employment of each executive officer and director of the Reporting Person (the "Executive Officers and Directors") are set forth in Schedule I hereto, which is incorporated herein by reference. Page 3 of 20 (d) - (e) During the last five years, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any of the Executive Officers and Directors has (A) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (B) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or sate securities laws or finding any violation with respect to such laws. (f) Each of the persons listed in this Item 2 or Schedule I hereto is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. On October 27, 1981, eleven accounts for which the Reporting Person provides investment services purchased directly from the Company pursuant to note purchase agreements an aggregate principal amount of $6,100,000 of 10% Convertible Subordinated Notes, Series A, due November 1, 1991 (the "Notes"). The Notes were convertible into shares of Company Common Stock at a rate of $6 per share (or an aggregate of 7,016,666 shares), subject to adjustment. The aggregate $6,100,000 purchase price for the Notes was provided by funds available for investment in each of the eleven accounts. The Notes were issued as part of an offering by the Company of an aggregate of $7,750,000 of principal amount of Notes. Pursuant to the terms Page 4 of 20 of the offering, the Company increased the number of members of its Board of Directors by two and agreed that for so long as any Notes remained outstanding the holders of a majority of such outstanding Notes would be entitled to nominate the individuals to fill the two additional board seats. During 1985 and 1986 the Company redeemed and repurchased from the Reporting Person Notes in an aggregate principal amount of $3,812,500, as disclosed in Amendment No. 1 (dated August 19, 1985) and Amendment No. 2 (dated May 8, 1986) of the Schedule 13D. Thereafter the Reporting Person converted its remaining Note holding into Company Common Stock pursuant to the terms of the conversion rights under the Notes. Between 1986 and 1994 the Company announced two separate two-for-one splits of the Company Common Stock and during this period the Reporting Person sold certain shares of the Company Common Stock in a series of transactions, which were disclosed, where required, in the following amendments of the Schedule 13D: Amendment No. 3 (dated April 22, 1988), Amendment No. 4 (dated January 4, 1991), Amendment No. 5 (dated July 31, 1991) and Amendment No. 6 (dated August 19, 1991). Item 4. Purpose of Transaction. The purpose of the Reporting Person's purchase of the Notes was for investment. The purpose of the Reporting Person's various dispositions of the Notes and Company Common Stock, including the sales reported below, was to liquidate the investment in the Company. Page 5 of 20 Item 5. Interest in Securities of the Issuer. (a) The remaining 895,385 shares of Company Common Stock beneficially owned by the Reporting Person constitute 4.9% of the outstanding shares of Company Common Stock (based upon an aggregate of 18,093,015 outstanding shares of Company Common Stock, as reported in the Company's Form 10-Q for the period ended January 26, 1997). (b) The Reporting Person has sole power to vote or to direct the vote of the shares of Company Common Stock referred to in paragraph (a) above and sole power to dispose or to direct the disposition of any such shares. (c) Information with respect to all transactions in the Company Common Stock which were effected by the Reporting Person during the past sixty days is set forth in Schedule II hereto, which is incorporated herein by reference. (d) Not applicable. (e) As of April 4, 1997 the Reporting Person ceased to be the beneficial owner of more than 5% of the outstanding shares of Company Common Stock as a result market sales of Company Common Stock by the Reporting Person. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Neither the Reporting Person, nor (to the best knowledge of the Reporting Person) any of the Executive Officers and Directors, has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Company, Page 6 of 20 including but not limited to the transfer or voting of any of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or the withholding of proxies. Item 7. Material to be Filed as Exhibits. All Exhibits to Schedule 13D previously filed in paper format are incorporated by reference herein pursuant to Rule 102(a) of Regulation S-T promulgated under the Act. Page 7 of 20 SIGNATURES After reasonable inquiry and to the best knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. April __, 1997 Date /s/ Kevin S. Moore - ----------------------------- Signature Senior Vice President and Chief Financial Officer The Clark Estates, Inc. - ----------------------------- Name/Title Page 8 of 20 SCHEDULE I Executive Officers and Directors of The Clark Estates, Inc. Except where otherwise indicated, the business address of each of the following is The Clark Estates, Inc., 30 Wall Street, New York, New York 10005. Principal Occupation Name and Name of Business Edward W. Stack President and Director The Clark Estates, Inc. Management Services Jane F. Clark Chairman and Director The Clark Estates, Inc. Management Services Kevin S. Moore Senior Vice President, Chief Financial Officer and Director The Clark Estates, Inc. Management Services William T. Burdick Secretary The Clark Estates, Inc. Management Services Anne L. Peretz Director The Clark Estates, Inc. Management Services Marshall F. Wallach Director The Clark Estates, Inc. Management Services SCHEDULE II Transactions in Company Common Stock Effected by Reporting Person During Past Sixty Days Transaction Number of Per Share Date Type Shares Sold Sale Price 3-25-97 Market Sale 35,000 $42.2140 3-26-97 Market Sale 40,000 $41.2813 3-26-97 Market Sale 100,000 $41.2720 3-27-97 Market Sale 100,000 $41.1250 3-27-97 Market Sale 20,000 $41.0625 3-27-97 Market Sale 30,000 $41.2500 4-1-97 Market Sale 20,000 $42.2562 4-1-97 Market Sale 25,000 $42.6250 4-2-97 Market Sale 10,000 $42.5000 4-3-97 Market Sale 20,000 $42.6560 4-4-97 Market Sale 20,000 $44.5000 4-4-97 Market Sale 30,000 $45.2396 -----END PRIVACY-ENHANCED MESSAGE-----