-----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, MGk3hPGm5CPYFhbYvGxSjmQTkN9weeyrhym5kNHHMH8Qx2G9xXnwp8eRDkmKtNSy zdSxkiN9JC+0R1XvTU0NMQ== /in/edgar/work/0000912057-00-048938/0000912057-00-048938.txt : 20001114 0000912057-00-048938.hdr.sgml : 20001114 ACCESSION NUMBER: 0000912057-00-048938 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20001113 GROUP MEMBERS: SF INVESTMENTS, INC. GROUP MEMBERS: SMITHFIELD FOODS INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IBP INC CENTRAL INDEX KEY: 0000052477 STANDARD INDUSTRIAL CLASSIFICATION: [2011 ] IRS NUMBER: 420838666 STATE OF INCORPORATION: DE FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-06183 FILM NUMBER: 760190 BUSINESS ADDRESS: STREET 1: IBP AVE STREET 2: P O BOX 515 CITY: DAKOTA CITY STATE: NE ZIP: 68731 BUSINESS PHONE: 4024942061 MAIL ADDRESS: STREET 1: IBP AVE STREET 2: P O BOX 515 CITY: DAKOTA CITY STATE: NE ZIP: 68731 FORMER COMPANY: FORMER CONFORMED NAME: IOWA BEEF PROCESSORS INC /PRED/ DATE OF NAME CHANGE: 19821109 FORMER COMPANY: FORMER CONFORMED NAME: IOWA BEEF PACKERS INC DATE OF NAME CHANGE: 19701130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SMITHFIELD FOODS INC CENTRAL INDEX KEY: 0000091388 STANDARD INDUSTRIAL CLASSIFICATION: [2011 ] IRS NUMBER: 520845861 STATE OF INCORPORATION: VA FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 200 COMMERCE STREET STREET 2: 999 WATERSIDE DRIVE CITY: SMITHFIELD STATE: VA ZIP: 23430 BUSINESS PHONE: 7573653000 MAIL ADDRESS: STREET 1: 900 DOMINION TOWER STREET 2: 999 WATERSIDE DRIVE CITY: NORFOLK STATE: VA ZIP: 23510 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 SC 13D 1 a2030886zsc13d.txt 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) IBP, INC. -------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.05 PER SHARE -------------------------------------------------- (Title of Class of Securities) 449223106 -------------------------------------------------- (CUSIP Number) SMITHFIELD FOODS, INC. 200 COMMERCE STREET SMITHFIELD, VIRGINIA 23430 757-365-3000 COPY TO: COPY TO: RICHARD J.M. POULSON ROBERT E. SPATT, ESQ. SMITHFIELD FOODS, INC. SIMPSON THACHER & BARTLETT 200 COMMERCE STREET 425 LEXINGTON AVENUE SMITHFIELD, VA 23430 NEW YORK, NY 10017 757-365-3000 212-455-2000 ------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) NOVEMBER 10, 2000 ------------------------------------------------------------------- (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 Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box /X/. - ------------------------------------------------------------------------------- 1. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): Smithfield Foods, Inc. 52-0845861 - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) / / (b) / / - ------------------------------------------------------------------------------- 3. SEC USE ONLY: - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: WC - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia - ------------------------------------------------------------------------------- NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED 6,714,341 BY EACH REPORTING -------------------------------------------------------- PERSON WITH 8. SHARED VOTING POWER 250,000(1) -------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 6,714,341 -------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 6,964,341(1) - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: / / - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): - ----------------- (1) Includes 250,000 shares held by Chase Manhattan Bank ("Chase"), as trustee for the following employee benefit plans for certain employees of Smithfield and its subsidiaries: (1) the Smithfield Foods, Inc. Salaried Pension Plan; (2) the Smithfield Foods, Inc. Hourly Pension Plan; (3) the Smithfield Packing Pension Plan for Bargaining Employees; (5) the Esskay Pension Plan for Bargaining Employees; (6) the John Morrell Salaried Employees Pension Plan; and (7) the John Morrell Hourly Employees Pension Plan. Smithfield has shared voting power over such shares held by Chase. - ------------------------------------------------------------------------------- 6.6%(1) - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: CO - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): SF Investments, Inc. 51-0326024 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) / / (b) / / - -------------------------------------------------------------------------------- 3. SEC USE ONLY: - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES 7. SOLE VOTING POWER BENEFICIALLY OWNED N/A BY EACH REPORTING --------------------------------------------------------- PERSON WITH 8. SHARED VOTING POWER N/A --------------------------------------------------------- 9. SOLE DISPOSITIVE POWER N/A --------------------------------------------------------- 10. SHARED DISPOSITIVE POWER N/A - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 6,714,241 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: / / - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 6.4% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON: CO - -------------------------------------------------------------------------------- Item 1. SECURITY AND ISSUER. This statement of beneficial ownership on Schedule 13D (this "Schedule 13D") relates to the common stock, par value $0.05 per share (the "IBP Common Stock"), of IBP, Inc. ("IBP"), a Delaware corporation, and is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934. The address of the principal executive office of IBP is 800 Stevens Port Drive, Dakota Dunes, SD 57049. Item 2. IDENTITY AND BACKGROUND. This Schedule 13D is being filed jointly on behalf of the following persons (collectively, the "Reporting Persons"): (1) Smithfield Foods, Inc., a Virginia corporation ("Smithfield"), and (2) SF Investments, Inc., a Delaware corporation ("SF Investments"). The address of the principal executive office of Smithfield is 200 Commerce Street, Smithfield, Virginia 23340. Smithfield is the leading producer and marketer of fresh pork and processed meats in the United States. The address of SF Investments is 1105 N. Market St., Ste. 1112, Wilmington, Delaware 19899. SF Investments is a wholly owned subsidiary of Smithfield. To the best of Smithfield's knowledge as of the date hereof, the name, business address, present principal occupation or employment and citizenship of each executive officer and director of Smithfield, and the name, principal business address of any corporation or other organization in which such employment is conducted is set forth in Schedule I hereto. The information contained in Schedule I is incorporated herein by reference. To the best of SF Investment's knowledge as of the date hereof, the name, business address, present principal occupation or employment and citizenship of each executive officer and director of SF Investments, and the name, principal business address of any corporation or other organization in which such employment is conducted is set forth in Schedule II hereto. The information contained in Schedule II is incorporated herein by reference. During the last five years, neither of the Reporting Persons nor, to the best of each of the Reporting Person's knowledge, any of the executive officers or directors of Smithfield listed in Schedule I hereto or SF Investments listed on Schedule II hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has 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 State securities laws or finding any violation with respect to such laws. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The source of funds used to purchase the shares of IBP Common Stock reported herein are general corporate funds of the Reporting Persons. Item 4. PURPOSE OF THE TRANSACTION. The purchases by the Reporting Persons of the securities of IBP covered hereby were effected for investment purposes. On August 21, 2000, Smithfield filed a Statement on Schedule 13G with respect to its ownership of IBP Common Stock. On October 2, 2000, IBP reported that it had entered into a merger agreement with Rawhide Holdings, a subsidiary of DLJ Merchant Banking Partners III, L.P. ("DLJ"), for a management leveraged buyout which provides for the acquisition of IBP through a merger pursuant to which each share of IBP Common Stock outstanding immediately prior to the merger would be converted into a right to receive $22.25 in cash. After completion of the merger, DLJ and its affiliates would be the majority owner of IBP. The other owners of IBP would include Archer Daniels Midland Company and Booth Creek Partners, both of which are currently shareholders of IBP, and certain members of IBP's management. On November 10, 2000, the Board of Directors of Smithfield determined that Smithfield should make the offer described below, thus necessitating the conversion of Smithfield's Schedule 13G to a Schedule 13D. On November 12, 2000, Joseph W. Luter, III, Chairman of the Board of Smithfield, sent the following letter (the "Offer Letter") to the Special Committee of the Board of Directors of the Company: November 12, 2000 Special Committee of the Board of Directors of IBP, Inc. IBP, Inc. 800 Stevens Port Drive Dakota Dunes, South Dakota 57049 Attn: Ms. JoAnn R. Smith, Chairperson: As you know, we have great respect for IBP, which led us last August to increase our investment in the Company to approximately 6.6%. As you can imagine, we were both surprised and disappointed to learn of the proposed leveraged buyout of IBP, led by the Company's management, DLJ and certain other large stockholders, which provides for a cash out of all your stockholders other than the buyout group at a price of $22.25 per share. Since the announcement of the management buyout, we have spent a great deal of time considering and analyzing the proposed buyout transaction and its implications for our investment in the Company. We are aware of the adverse reaction in the marketplace to the proposed management buyout. In particular, we have noted the reaction of Brandes Investment Partners, Inc., the largest stockholder of the Company that is not part of the buyout group, which recently stated in a public filing, among other things, that it intends to vote against the transaction and might consider exercising appraisal rights under Delaware law. As the second largest stockholder of the Company that is not part of the buyout group, we also have concerns with respect to the management buyout and the valuation of the Company it represents. After due consideration and review, we have concluded that we can offer a superior transaction, and that there is a compelling logic to a combination of our two companies in a manner that provides greater short and long term value to IBP and benefits both of our companies and all of our respective stockholders. Accordingly, the board of directors of Smithfield has authorized me to advise you of our offer to acquire all of the outstanding shares of IBP common stock in a merger in which your stockholders would receive a price of $25 per share, payable in Smithfield common stock at an exchange ratio based on the average trading price of Smithfield's shares for a period prior to the closing, subject to a maximum exchange ratio of 0.878 Smithfield shares (corresponding to a $28.46 or lower average Smithfield trading price) and a minimum exchange ratio of 0.719 Smithfield shares (corresponding to a $34.79 or higher average Smithfield trading price) per IBP share. Our proposal provides a 19.8% premium over last Friday's closing price of IBP common stock, a 12.4% premium over the price offered in the management buyout and a 36.5% premium over the closing price of IBP on September 29, 2000, the last trading day prior to the public announcement of the management buyout. Our proposed transaction would also be tax-free for your stockholders and would be accounted for as a pooling of interests, which would have significant accounting benefits for the combined company. We would anticipate that IBP's employee stock options would be converted into Smithfield stock options on a basis consistent with the exchange ratio in the merger. Our companies have had a long-standing relationship and have many complementary businesses, factors that we believe will allow the combined company to thrive and grow in the years to come for the benefit of all of our stockholders and other constituencies including producers, customers and consumers. Unlike the proposed management buyout, which provides a continuing equity interest only for management and certain large insider stockholders of the Company (to the exclusion of well more than three-quarters of IBP's stockholders), our proposal both delivers more value to your stockholders and gives all of your stockholders the opportunity to continue to share in the future appreciation of our combined companies, thus providing a level playing field to all your stockholders without unfairly favoring a few. In addition, based on publicly available information, we estimate that a combination of our two companies would result in synergies of approximately $200 million per year after our respective businesses have been integrated, which in our proposal would be shared by all of IBP's and Smithfield's stockholders. After giving effect to such synergies, and based on public analyst estimates, we would expect that our proposed transaction would be accretive to earnings in the first year. In furtherance of the value of the combination, we recognize that great companies are built on a foundation of great management teams. We would be pleased to have Robert Peterson and Richard Bond serve on our management committee after the merger and, given our high regard for your operating management, we would envision integrating IBP's and Smithfield's management teams in a manner that would create the strongest possible combined company. Based on the information available to us, we do not anticipate any significant reduction in employment levels. We would also like to discuss with you the possibility of offering some of IBP's outside directors who may be interested the opportunity to join our board of directors after the merger. We have reviewed the management buyout merger agreement and it is evident that our offer constitutes a "Superior Proposal", as defined in such agreement, which would permit you to terminate the merger agreement in a manner consistent with its terms. As indicated above, our offer represents a 12.4% premium to the amount of consideration offered in the management buyout, totaling approximately $290 million of additional aggregate consideration. Unlike the buyout transaction, our offer is not subject to a financing condition. Of course our offer is subject to negotiation and execution of a mutually acceptable agreement containing customary terms, the receipt of required regulatory and stockholder approvals, our ability to utilize pooling of interest accounting and completion of a brief confirmatory due diligence review, including as to the recent restatement of your financial results and any ongoing implications of such restatement. We are confident in light of the fact that the Company has already entered into a merger agreement that we will be able to enter into a mutually satisfactory agreement expeditiously. We anticipate that there will be no issue with respect to our stockholders' approval. As to regulatory matters, we have done a thorough analysis of the regulatory approvals that would be required to consummate the transaction, and we are confident that there are no meaningful impediments to our offer from an antitrust or other regulatory point of view. In addition, to the extent issues might be raised regarding concentration in certain areas of our respective businesses, we have developed a plan to address such issues which may include the divestiture of certain assets, and are prepared to discuss with you and your advisors the steps that we believe will resolve any issues that might be raised by regulators. Based on publicly available information, we and our advisors believe that there should be no impediments to using pooling of interest accounting and we would expect that you would not take any actions to prevent us from accounting for the transaction in such a manner. Since the merger agreement with respect to the management buyout does not require you even to conclude in advance that our offer is in fact a Superior Proposal in order to commence discussions and share information with us, but only determine that our offer "is reasonably likely to result" in a Superior Proposal, we would like to commence discussions with you as soon as possible. We are prepared to discuss all aspects of our offer with you, particularly if the results of our due diligence allow us to identify additional value or synergies in the Company, consistent however with our policy of only participating in transactions that we believe enhance value for our stockholders and are accretive to earnings in the near term. We urge you to recognize the immediate and long-term superior value of this transaction to all of your stockholders. As you may know, our management team is very focused on stockholder value creation and has delivered superior long-term returns to our stockholders through our ability to manage our operations efficiently and successfully to integrate value added acquisitions, which we are confident we could do with IBP. We view a combination with IBP as an opportunity to create significant value for both of our stockholder bases by continuing to expand the movement into case ready products, by creating a national brand and by implementing best of breed operating procedures. As a stock-for-stock transaction, our proposal would permit our combined management team to grow the combined business to create greater value free of the added debt burdens that IBP would labor under in a highly leveraged transaction such as the proposed management buyout. Because of the importance of this proposal to our respective stockholders and in light of our obligations under the securities laws, we are compelled to release this letter publicly and will accordingly do so. We look forward to meeting with you and your advisors as soon as possible so that we can further discuss our offer and promptly enter into a definitive agreement with respect to a transaction that benefits both of our companies and all of our respective stockholders and constituencies. Sincerely, /s/ Joseph W. Luter, III ----------------------------------- Joseph W. Luter, III Chairman Smithfield Foods, Inc. The Reporting Persons reserve the right, consistent with applicable law, to acquire additional securities of IBP (whether through open market purchases, block trades, private acquisitions, tender or exchange offers or otherwise), to seek to influence the management or policies of IBP, to dispose of their securities of IBP, to modify or withdraw the proposal contained in the Offer Letter or to formulate other purposes, plans or proposals regarding IBP or any of its securities, in each case in light of IBP's response to the Offer Letter, the Reporting Persons' continued evaluation of IBP, market conditions or other factors. Such actions could result in one or more of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. INTEREST IN SECURITIES OF THE ISSUER. The information set forth or incorporated by reference in Items 2, 3 and 4 is hereby incorporated herein by reference. SF Investments is the beneficial owner of 6,714,241 shares of IBP Common Stock, representing approximately 6.4% of the IBP Common Stock issued and outstanding as of November 1, 2000. Smithfield, as the sole stockholder of SF Investments, may be deemed to beneficially own the shares directly owned by SF Investments and therefore may be deemed to beneficially own 6,964,341 shares, representing approximately 6.6% of IBP Common Stock issued and outstanding as of November 1, 2000. This amount also includes 250,000 shares held by Chase Manhattan Bank ("Chase"), as trustee for the following employee benefit plans for certain employees of Smithfield and its subsidiaries: (1) the Smithfield Foods, Inc. Salaried Pension Plan; (2) the Smithfield Foods, Inc. Hourly Pension Plan; (3) the Smithfield Packing Pension Plan for Bargaining Employees; (5) the Esskay Pension Plan for Bargaining Employees; (6) the John Morrell Salaried Employees Pension Plan; and (7) the John Morrell Hourly Employees Pension Plan. Smithfield has shared voting power over such shares held by Chase. Except for George E. Hamilton, Jr., a Smithfield director, who beneficially owns 4,000 shares of IBP common stock, to the knowledge of the Reporting Persons, none of the directors and executive officers of the Reporting Persons beneficially own shares of IBP common stock. Except for transactions disclosed on Schedule III, there have been no transactions with respect to shares of IBP Common Stock, within 60 days prior to the date hereof, by the Reporting Persons. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. There are no contracts, arrangements, understandings or relationships between the Reporting Persons and any other person with respect to any securities of IBP. Item 7. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT DESCRIPTION 1. Press Release (including text of the November 12, 2000 letter to the Chairperson of the IBP Special Committee) dated November 13, 2000. 2. Press Release dated November 13, 2000. 3. Joint Filing Agreement between the Reporting Persons. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. SMITHFIELD FOODS, INC. By: /s/ C. Larry Pope ------------------------------- Name: C. Larry Pope Title: Vice President and Chief Financial Officer Dated: November 13, 2000 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. SF INVESTMENTS, INC. By: /s/ Michael Cole ------------------------------ Name: Michael Cole Title: Vice President Dated: November 13, 2000 SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF SMITHFIELD FOODS, INC. The following table sets forth the name, business address and present principal occupation or employment of each director and executive officer of Smithfield Foods, Inc. Except as indicated below, each such person is a U.S. citizen, and the business address of each such person is 200 Commerce Street, Smithfield, Virginia 23430.
Board of Directors Name And Title Present Principal Occupation -------------- ---------------------------- Joseph W. Luter, III President, Chief Executive Officer and Chairman of the Board; Chairman of the Board Smithfield Foods, Inc. Robert L. Burrus, Jr. General Partner; Director McGuireWoods LLP Carol T. Crawford, Visiting Professor of Law; Director George Mason University School of Law Ray A. Goldberg, Moffett Professor of Agriculture and Business, Emeritus, Harvard Director Business School George E. Hamilton, Jr., Retired; formerly President and Chief Operating Officer of the Director Smithfield Packing Company, Incorporated Wendell H. Murphy, Private Investor; formerly Chairman of the Board and Chief Director Executive Officer of Murphy Farms, Inc. William H. Prestage, Chairman of the Board and Chief Executive Officer; Director Prestage Farms, Inc. Melvin O. Wright, Advisor; Director PrimeCorp Finance
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Name Title And Present Principal Occupation ---- -------------------------------------- Joseph B. Sebring President and Chief Operating Officer; John Morrell & Co. Lewis R. Little President and Chief Operating Officer; Lykes Meat Group, Inc. and The Smithfield Packing Company Incorporated C. Larry Pope Vice President and Chief Financial Officer; Smithfield Foods, Inc. Richard J.M. Poulson Vice President and Senior Advisor to the Chairman; Smithfield Foods, Inc.
SCHEDULE II DIRECTORS AND EXECUTIVE OFFICERS OF SF INVESTMENTS, INC. The following table sets forth the name, business address and present principal occupation or employment of each director and executive officer of SF Investments, Inc. Except as indicated below, each such person is a U.S. citizen, and the business address of each such person is 1105 N. Market St., Ste. 1112, Wilmington, Delaware 19899.
Board of Directors Name And Title Present Principal Occupation -------------- ---------------------------- David W. Dupert, President; Director, President Delaware Corporate Management. Kathy McKnight, Partner; Director Shaw Pittman Daniel G. Stevens, Vice President and Controller; Director Smithfield Foods, Inc. Mary Fisher, Benefits Administrator; Director Smithfield Foods, Inc. Michael H. Cole Secretary and Associate General Counsel; Director, Vice President Smithfield Foods, Inc.
SCHEDULE III All transactions for the period 9/12/00 - 11/13/00 All transactions were effected by SF Investments, Inc.
- ---------------------------------------------------------------------------------------------------------------------- Transaction Date Number of Shares Transaction Price per Share - ---------------------------------------------------------------------------------------------------------------------- 9/7/00 190,000 Open-Market Purchase $15.99 - ---------------------------------------------------------------------------------------------------------------------- 9/8/00 217,000 Open-Market Purchase $15.93 - ---------------------------------------------------------------------------------------------------------------------- 9/11/00 5,000 Open-Market Purchase $15.99 - ---------------------------------------------------------------------------------------------------------------------- 10/4/00 84,000 Open-Market Sale $22.96 - ----------------------------------------------------------------------------------------------------------------------
EXHIBIT INDEX Exhibit Description 1. Press Release (including text of the November 12, 2000 letter to the Chairperson of the IBP Special Committee) dated November 13, 2000. 2. Press Release dated November 13, 2000. 3. Joint Filing Agreement between the Reporting Persons. EX-1 2 a2030886zex-1.txt EXHIBIT 1 EXHIBIT 1 FOR IMMEDIATE RELEASE SMITHFIELD FOODS OFFERS TO ACQUIRE IBP IN STOCK-FOR-STOCK TRANSACTION VALUED AT $25 PER SHARE -- STRATEGIC COMBINATION OFFERS ALL IBP SHAREHOLDERS SUPERIOR VALUE AND CONTINUING EQUITY PARTICIPATION -- -- TRANSACTION WOULD BE ACCRETIVE IN FIRST YEAR; COMBINED COMPANY WOULD HAVE STRONG BALANCE SHEET -- SMITHFIELD, VIRGINIA, NOVEMBER 13, 2000 - Smithfield Foods, Inc. (NYSE: SFD) announced today that it has offered to acquire all of the outstanding shares of IBP, Inc. (NYSE: IBP) through a tax-free merger in which IBP shareholders would receive $25 per share payable in Smithfield Foods common stock at an exchange ratio based on the average price of Smithfield Foods shares for a period prior to the closing. The proposed transaction would have a total transaction value of approximately $4.1 billion, including the assumption of $1.4 billion of IBP debt. This represents a 19.8% premium over the closing price of IBP common stock on Friday, November 10th, and a 36.5% premium over the closing price of IBP stock on September 29, 2000, the day prior to the company's announcement that it had agreed to a highly-leveraged management buyout from a group comprised of affiliates of Donaldson Lufkin & Jenrette, certain members of IBP senior management, Archer Daniels Midland Company and Booth Creek Partners. The buyout transaction would cash out all IBP stockholders except the buyout group at a price of $22.25 per share. Smithfield Foods' offer represents a 12.4% premium over the management buyout group's offer price. The number of Smithfield Foods shares to be exchanged for IBP shares will be subject to a 10 percent collar, both upward and downward, based upon the $31.63 closing price of Smithfield common stock on November 10, 2000. The proposal provides for a maximum exchange ratio of 0.878 if the pre-closing average trading price of Smithfield Foods stock, for a period prior to the closing, is below $28.46 and a minimum exchange ratio of 0.719 if the pre-closing average trading price, for a period prior to the closing, is above $34.79. The exchange ratio based upon Friday's closing price was 0.791. Smithfield Foods' proposed transaction would provide superior economic value to all IBP shareholders and continued participation in the combined company's future potential. Smithfield Foods' proposed transaction would be tax-free to IBP shareholders and accounted for as a pooling of interests. Unlike the leveraged buyout transaction, the Smithfield Foods transaction is not subject to a financing condition. Smithfield Foods said it is confident there are no meaningful impediments to its offer from an antitrust or other regulatory point of view. The company has conducted a thorough analysis of the regulatory approvals that would be required to consummate the transaction, and has developed a plan that it believes will address issues that might be raised regarding concentration in certain areas of the two companies' respective businesses. This plan may include the divestiture of certain assets. Smithfield Foods said it estimates, based on publicly available information, that the combined company would achieve economic synergies of approximately $200 million per year after the companies have been integrated. The company added that it does not anticipate a significant reduction of employment levels. After giving effect to those synergies and based on analyst estimates, Smithfield Foods expects that the proposed transaction would be accretive to earnings in the first year. Smithfield Foods made its offer in a letter sent to the Chairperson of the Special Committee of IBP's Board of Directors that approved the proposed leveraged buyout by the company's senior management and a group of selected insiders. In his letter to the Special Committee, Smithfield Foods Chairman and Chief Executive Officer Joseph W. Luter, III, said, "Our management team is very focused on stockholder value creation and has delivered superior long-term returns to our stockholders through our ability to manage our operations efficiently and to successfully integrate value added acquisitions...We view a combination with IBP as an opportunity to creatE significant value for both of our stockholder bases by continuing to expand the movement into case-ready products, by creating a national brand and by building a strong stable of value-added meat products. As a stock-for-stock transaction, our proposal would permit our combined management team to grow the combined business to create greater value free of the added debt burdens that IBP would labor under in a highly leveraged transaction such as the proposed management buyout." In commenting on the offer, Mr. Luter added, "By adding beef to our product portfolio, this combination will enable Smithfield Foods to better serve the increasingly demanding needs of the nation's leading food retailers and to satisfy consumers' growing appetite for value-added, branded meat products. As a national business with greater scale, our new entity will be able to work more efficiently and effectively with our customers, providing a centralized purchasing process, better service and more uniformity and consistency among our products." "For farming communities, the combined company would have far greater financial resources and staying power than they can expect from a debt-laden company controlled by financial investors with little long-term commitment to our industry, particularly in the event of an economic downturn or market volatility. Smithfield Foods has a long and proud history of working in productive partnership with independent farmers. We are committed to building on that record to the benefit of all concerned." Mr. Luter concluded, "Many of IBP's shareholders have called into question the fairness of the buyout group's proposal. We sincerely hope and believe the Special Committee will, consistent with its fiduciary duty, review our proposal on the merits and, based on those merits, will promptly conclude that the best interests of their shareholders, and indeed, all concerned, are best served by commencing discussions with us towards the execution of a mutually acceptable merger agreement." Smithfield Foods has a proven track record of creating shareholder value and successfully closing and integrating acquisitions. Since 1990, the company has completed 11 acquisitions, all of which have been successfully integrated into the company's strategy and operations. The company was ranked the number one FORTUNE 500 food stock in total return to investors, and placed in the top 15th percentile in total return to investors among all FORTUNE 500 companies, over the past 10 years. The complete text of the letter sent to the Chairperson of IBP's Special Committee follows: November 12, 2000 Special Committee of the Board of Directors of IBP, Inc. IBP, Inc. 800 Stevens Port Drive Dakota Dunes, South Dakota 57049 Attn: Ms. JoAnn R. Smith, Chairperson: As you know, we have great respect for IBP, which led us last August to increase our investment in the Company to approximately 6.6%. As you can imagine, we were both surprised and disappointed to learn of the proposed leveraged buyout of IBP, led by the Company's management, DLJ and certain other large stockholders, which provides for a cash out of all your stockholders other than the buyout group at a price of $22.25 per share. Since the announcement of the management buyout, we have spent a great deal of time considering and analyzing the proposed buyout transaction and its implications for our investment in the Company. We are aware of the adverse reaction in the marketplace to the proposed management buyout. In particular, we have noted the reaction of Brandes Investment Partners, Inc., the largest stockholder of the Company that is not part of the buyout group, which recently stated in a public filing, among other things, that it intends to vote against the transaction and might consider exercising appraisal rights under Delaware law. As the second largest stockholder of the Company that is not part of the buyout group, we also have concerns with respect to the management buyout and the valuation of the Company it represents. After due consideration and review, we have concluded that we can offer a superior transaction, and that there is a compelling logic to a combination of our two companies in a manner that provides greater short and long term value to IBP and benefits both of our companies and all of our respective stockholders. Accordingly, the board of directors of Smithfield has authorized me to advise you of our offer to acquire all of the outstanding shares of IBP common stock in a merger in which your stockholders would receive a price of $25 per share, payable in Smithfield common stock at an exchange ratio based on the average trading price of Smithfield's shares for a period prior to the closing, subject to a maximum exchange ratio of 0.878 Smithfield shares (corresponding to a $28.46 or lower average Smithfield trading price) and a minimum exchange ratio of 0.719 Smithfield shares (corresponding to a $34.79 or higher average Smithfield trading price) per IBP share. Our proposal provides a 19.8% premium over last Friday's closing price of IBP common stock, a 12.4% premium over the price offered in the management buyout and a 36.5% premium over the closing price of IBP on September 29, 2000, the last trading day prior to the public announcement of the management buyout. Our proposed transaction would also be tax-free for your stockholders and would be accounted for as a pooling of interests, which would have significant accounting benefits for the combined company. We would anticipate that IBP's employee stock options would be converted into Smithfield stock options on a basis consistent with the exchange ratio in the merger. Our companies have had a long-standing relationship and have many complementary businesses, factors that we believe will allow the combined company to thrive and grow in the years to come for the benefit of all of our stockholders and other constituencies including producers, customers and consumers. Unlike the proposed management buyout, which provides a continuing equity interest only for management and certain large insider stockholders of the Company (to the exclusion of well more than three-quarters of IBP's stockholders), our proposal both delivers more value to your stockholders and gives all of your stockholders the opportunity to continue to share in the future appreciation of our combined companies, thus providing a level playing field to all your stockholders without unfairly favoring a few. In addition, based on publicly available information, we estimate that a combination of our two companies would result in synergies of approximately $200 million per year after our respective businesses have been integrated, which in our proposal would be shared by all of IBP's and Smithfield's stockholders. After giving effect to such synergies, and based on public analyst estimates, we would expect that our proposed transaction would be accretive to earnings in the first year. In furtherance of the value of the combination, we recognize that great companies are built on a foundation of great management teams. We would be pleased to have Robert Peterson and Richard Bond serve on our management committee after the merger and, given our high regard for your operating management, we would envision integrating IBP's and Smithfield's management teams in a manner that would create the strongest possible combined company. Based on the information available to us, we do not anticipate any significant reduction in employment levels. We would also like to discuss with you the possibility of offering some of IBP's outside directors who may be interested the opportunity to join our board of directors after the merger. We have reviewed the management buyout merger agreement and it is evident that our offer constitutes a "Superior Proposal", as defined in such agreement, which would permit you to terminate the merger agreement in a manner consistent with its terms. As indicated above, our offer represents a 12.4% premium to the amount of consideration offered in the management buyout, totaling approximately $290 million of additional aggregate consideration. Unlike the buyout transaction, our offer is not subject to a financing condition. Of course our offer is subject to negotiation and execution of a mutually acceptable agreement containing customary terms, the receipt of required regulatory and stockholder approvals, our ability to utilize pooling of interest accounting and completion of a brief confirmatory due diligence review, including as to the recent restatement of your financial results and any ongoing implications of such restatement. We are confident in light of the fact that the Company has already entered into a merger agreement that we will be able to enter into a mutually satisfactory agreement expeditiously. We anticipate that there will be no issue with respect to our stockholders' approval. As to regulatory matters, we have done a thorough analysis of the regulatory approvals that would be required to consummate the transaction, and we are confident that there are no meaningful impediments to our offer from an antitrust or other regulatory point of view. In addition, to the extent issues might be raised regarding concentration in certain areas of our respective businesses, we have developed a plan to address such issues which may include the divestiture of certain assets, and are prepared to discuss with you and your advisors the steps that we believe will resolve any issues that might be raised by regulators. Based on publicly available information, we and our advisors believe that there should be no impediments to using pooling of interest accounting and we would expect that you would not take any actions to prevent us from accounting for the transaction in such a manner. Since the merger agreement with respect to the management buyout does not require you even to conclude in advance that our offer is in fact a Superior Proposal in order to commence discussions and share information with us, but only determine that our offer "is reasonably likely to result" in a Superior Proposal, we would like to commence discussions with you as soon as possible. We are prepared to discuss all aspects of our offer with you, particularly if the results of our due diligence allow us to identify additional value or synergies in the Company, consistent however with our policy of only participating in transactions that we believe enhance value for our stockholders and are accretive to earnings in the near term. We urge you to recognize the immediate and long-term superior value of this transaction to all of your stockholders. As you may know, our management team is very focused on stockholder value creation and has delivered superior long-term returns to our stockholders through our ability to manage our operations efficiently and successfully to integrate value added acquisitions, which we are confident we could do with IBP. We view a combination with IBP as an opportunity to create significant value for both of our stockholder bases by continuing to expand the movement into case ready products, by creating a national brand and by implementing best of breed operating procedures. As a stock-for-stock transaction, our proposal would permit our combined management team to grow the combined business to create greater value free of the added debt burdens that IBP would labor under in a highly leveraged transaction such as the proposed management buyout. Because of the importance of this proposal to our respective stockholders and in light of our obligations under the securities laws, we are compelled to release this letter publicly and will accordingly do so. We look forward to meeting with you and your advisors as soon as possible so that we can further discuss our offer and promptly enter into a definitive agreement with respect to a transaction that benefits both of our companies and all of our respective stockholders and constituencies. Sincerely, Joseph W. Luter, III Chairman Smithfield Foods, Inc. - ------------------- Smithfield Foods' financial advisor on the transaction is Goldman, Sachs & Co.; Simpson Thacher & Bartlett, McGuire Woods, and Hunton & Williams are providing legal counsel. Investment Community Conference Call Smithfield Foods will conduct a conference call at 8:30 a.m. ET today to discuss its proposal. The call can be accessed at WWW.VCALL.COM (enter ticker: SFD). ABOUT SMITHFIELD FOODS, INC. With annual sales of $5.2 billion, Smithfield Foods is the leading producer and marketer of fresh pork and processed meats in the United States. For more information, please visit WWW.SMITHFIELDFOODS.COM. ABOUT IBP, INC. Headquartered in Dakota Dunes, South Dakota, IBP has more than 60 production sites in North America, joint venture operations in China, Ireland and Russia and sales offices throughout the world. The company, which generated sales of $14.1 billion in 1999, employs 49,000 people. IBP has four business segments: the IBP Fresh Meats Company, Foodbrands America, Inc., the Consumer Branded Products Group and the IBP International Sales Company. CONTACTS: FOR INVESTORS: FOR MEDIA: Jerry Hostetter Josh Pekarsky Smithfield Foods, Inc. Sarah Zitter-Milstein (212) 758-2100 Kekst and Company (212) 521-4800 THIS NEWS RELEASE MAY CONTAIN "FORWARD-LOOKING" INFORMATION WITHIN THE MEANING OF THE FEDERAL SECURITIES LAWS. THE FORWARD-LOOKING INFORMATION MAY INCLUDE STATEMENTS CONCERNING SMITHFIELD'S OR IBP'S OUTLOOK FOR THE FUTURE, THE ABILITY TO REALIZE ESTIMATED SYNERGIES, AS WELL AS OTHER STATEMENTS OF BELIEFS, FUTURE PLANS AND STRATEGIES OR ANTICIPATED EVENTS, AND SIMILAR EXPRESSIONS CONCERNING MATTERS THAT ARE NOT HISTORICAL FACTS. FORWARD-LOOKING STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN, OR IMPLIED BY, THE STATEMENTS. THE FOLLOWING FACTORS, AMONG OTHERS, COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN, OR IMPLIED BY, THE STATEMENTS: THE RISKS THAT SMITHFIELD'S AND IBP'S BUSINESSES WILL NOT BE INTEGRATED SUCCESSFULLY, THE RISK THAT SMITHFIELD AND IBP WILL NOT REALIZE ESTIMATED SYNERGIES, COSTS RELATING TO THE PROPOSED TRANSACTION, THE AVAILABILITY AND PRICES OF LIVE HOGS, LIVE CATTLE, RAW MATERIALS AND SUPPLIES, PRODUCT PRICING, THE COMPETITIVE ENVIRONMENT AND RELATED MARKET CONDITIONS, OPERATING EFFICIENCIES, ACCESS TO CAPITAL, ACTIONS OF DOMESTIC AND FOREIGN GOVERNMENTS AND OTHER FACTORS DISCUSSED IN SMITHFIELD'S AND IBP'S RESPECTIVE FILINGS WITH THE SEC. More detailed information pertaining to Smithfield's proposal will be set forth in appropriate filings to be made with the SEC. We urge stockholders to read any relevant documents that may be filed with the SEC because they will contain important information. Stockholders will be able to obtain a free copy of any filings containing information about Smithfield and IBP, without charge, at the SEC's Internet site (HTTP://WWW.SEC.GOV). Copies of any filings containing information about Smithfield can also be obtained, without charge, by directing a request to Smithfield Foods, Inc., 200 Commerce Street, Smithfield, Virginia 23430, Attention: Office of the Corporate Secretary (757-365-3000). This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Smithfield and certain other persons named below may be deemed to be participants in the solicitation of proxies. The participants in this solicitation may include the directors and executive officers of Smithfield. A detailed list of the names of Smithfield's directors and officers is contained in Smithfield's proxy statement for its 2000 annual meeting, which may be obtained without charge at the SEC's Internet site (HTTP://WWW.SEC.GOV). As of the date of this communication, none of the foregoing participants, other than Smithfield (which beneficially owns approximately 6.6% of IBP's common stock), individually beneficially owns in excess of 5% of IBP's common stock. Except as disclosed above and in Smithfield's proxy statement for its 2000 annual meeting and other documents filed with the SEC including Smithfield's Schedule 13D relating to the IBP common stock, to the knowledge of Smithfield, none of the directors or executive officers of Smithfield has any material interest, direct or indirect, by security holdings or otherwise, in Smithfield or IBP. # # # EX-2 3 a2030886zex-2.txt EXHIBIT 2 EXHIBIT 2 FOR IMMEDIATE RELEASE PROPOSED SMITHFIELD FOODS STOCK FOR STOCK ACQUISITION OF IBP "WILL CREATE A STRONG AND COMMITTED PARTNER FOR FARMING COMMUNITIES," SAYS SMITHFIELD FOODS CEO JOE LUTER SMITHFIELD, VIRGINIA, NOVEMBER 13, 2000 - Earlier today Smithfield Foods, Inc. (NYSE: SFD) announced a proposal to acquire IBP, Inc. (NYSE: IBP) through a strategic stock for stock combination of the two companies. Smithfield Foods' proposal followed the announcement on October 2, 2000 that IBP's senior management and a select group of insiders and Wall Street investors planned to take IBP private by acquiring the company in a 1980s-style leveraged buyout. That transaction, if completed, would burden the company with hundreds of millions of dollars of junk bonds and total debt obligations of $2.9 billion. This debt would leave the company more vulnerable to an economic downturn. The proposed leveraged buyout is also a purely financial transaction that provides no corresponding strategic or operating benefits. Joseph W. Luter, III, Smithfield Foods' Chairman and Chief Executive Officer, today made the following comments about his company's proposal and why he believes it represents a better deal for farming communities than the proposed leveraged buyout: "We believe the transaction we are proposing is a great opportunity for the shareholders of both Smithfield Foods and IBP. We believe it's the right strategic course to take in order to be responsive to the demands of the consolidating food retail and global food service industries. And we believe it is a good deal that will create a strong and committed partner for farming communities. "The combined company would have a national brand, the opportunity to expand its presence in the fast-growing markets for case-ready and value added meat products, and state-of-the-art systems for meeting our customers' increasingly stringent specifications for product quality, consistency and uniformity. It would also have far greater financial resources and staying power than a highly-leveraged company controlled by financial investors with little long-term commitment to our industry or way of life. "Smithfield Foods has a long history of working in productive partnership with independent farmers. Today we provide over 1700 contract farmers with credit, access to state-of-the-art technology, and fixed price contracts that pay a full and fair price for their products while shielding them from volatility and other market risks. I take great pride in the fact that in the last decade, not one of our contract farmers has defaulted. On the contrary, nearly all have grown and prospered. We are committed to building on that record to the benefit of all concerned. "At the same time, we are sensitive to the concerns some folks may have about a combined company and want to do what we can to put those concerns to rest. As we have said in our proposal to IBP, we are sensitive to potential issues of market concentration and have a plan in place to address such issues should they arise, which may involve the sale of certain assets. I can also say up front that we have no intention of vertically integrating the cattle growing operation. We aren't going to go into the feedlot business. And we do not expect to increase our vertical integration in the hog business. "We have great respect for the people of IBP. The company is a low-cost, high-quality beef and pork processor. Where we differ is on how best to create value for shareholders and where to draw the line between the risks a company is willing to take upon itself and the risks it is willing to place upon the communities it's meant to serve. "We hope that IBP's board will conclude that our offer is indeed superior for all concerned and begin working with us towards a definitive merger agreement. In the meantime, we will continue focusing on serving our customers and building Smithfield Foods for the future." Smithfield Foods was ranked the number one FORTUNE 500 food stock in total return to investors, and placed in the top 15th percentile in total return to investors among all FORTUNE 500 companies, over the past 10 years. With annual sales of $5.2 billion, Smithfield Foods is the leading producer and marketer of fresh pork and processed meats in the United States. For more information, please visit WWW.SMITHFIELDFOODS.COM. CONTACTS: FOR INVESTORS: FOR MEDIA: Jerry Hostetter Josh Pekarsky Smithfield Foods, Inc. Sarah Zitter-Milstein (212) 758-2100 Kekst and Company (212) 521-4800 THIS NEWS RELEASE MAY CONTAIN "FORWARD-LOOKING" INFORMATION WITHIN THE MEANING OF THE FEDERAL SECURITIES LAWS. THE FORWARD-LOOKING INFORMATION MAY INCLUDE STATEMENTS CONCERNING SMITHFIELD'S OR IBP'S OUTLOOK FOR THE FUTURE, THE ABILITY TO REALIZE ESTIMATED SYNERGIES, AS WELL AS OTHER STATEMENTS OF BELIEFS, FUTURE PLANS AND STRATEGIES OR ANTICIPATED EVENTS, AND SIMILAR EXPRESSIONS CONCERNING MATTERS THAT ARE NOT HISTORICAL FACTS. FORWARD-LOOKING STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN, OR IMPLIED BY, THE STATEMENTS. THE FOLLOWING FACTORS, AMONG OTHERS, COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN, OR IMPLIED BY, THE STATEMENTS: THE RISKS THAT SMITHFIELD'S AND IBP'S BUSINESSES WILL NOT BE INTEGRATED SUCCESSFULLY, THE RISK THAT SMITHFIELD AND IBP WILL NOT REALIZE ESTIMATED SYNERGIES, COSTS RELATING TO THE PROPOSED TRANSACTION, THE AVAILABILITY AND PRICES OF LIVE HOGS, LIVE CATTLE, RAW MATERIALS AND SUPPLIES, PRODUCT PRICING, THE COMPETITIVE ENVIRONMENT AND RELATED MARKET CONDITIONS, OPERATING EFFICIENCIES, ACCESS TO CAPITAL, ACTIONS OF DOMESTIC AND FOREIGN GOVERNMENTS AND OTHER FACTORS DISCUSSED IN SMITHFIELD'S AND IBP'S RESPECTIVE FILINGS WITH THE SEC. More detailed information pertaining to Smithfield's proposal will be set forth in appropriate filings to be made with the SEC. We urge stockholders to read any relevant documents that may be filed with the SEC because they will contain important information. Stockholders will be able to obtain a free copy of any filings containing information about Smithfield and IBP, without charge, at the SEC's Internet site (HTTP://WWW.SEC.GOV). Copies of any filings containing information about Smithfield can also be obtained, without charge, by directing a request to Smithfield Foods, Inc., 200 Commerce Street, Smithfield, Virginia 23430, Attention: Office of the Corporate Secretary (757-365-3000). This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Smithfield and certain other persons named below may be deemed to be participants in the solicitation of proxies. The participants in this solicitation may include the directors and executive officers of Smithfield. A detailed list of the names of Smithfield's directors and officers is contained in Smithfield's proxy statement for its 2000 annual meeting, which may be obtained without charge at the SEC's Internet site (HTTP://WWW.SEC.GOV). As of the date of this communication, none of the foregoing participants, other than Smithfield (which beneficially owns approximately 6.6% of IBP's common stock), individually beneficially owns in excess of 5% of IBP's common stock. Except as disclosed above and in Smithfield's proxy statement for its 2000 annual meeting and other documents filed with the SEC including Smithfield's Schedule 13D relating to the IBP common stock, to the knowledge of Smithfield, none of the directors or executive officers of Smithfield has any material interest, direct or indirect, by security holdings or otherwise, in Smithfield or IBP. # # # EX-3 4 a2030886zex-3.txt EXHIBIT 3 EXHIBIT 3 Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the person named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.05, of IBP, Inc., a Delaware corporation and further agrees that this Joint Filing Agreement be included as an exhibit to such filings, provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing may be executed in any number of counterparts, all of which together shall constitute one and the same instrument. SMITHFIELD FOODS, INC. By: /s/ C. Larry Pope ---------------------------------- Name: C. Larry Pope Title: Vice President and Chief Financial Officer SF INVESTMENTS, INC. By: /s/ Michael Cole ---------------------------------- Name: Michael Cole Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----