-----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, OX9BFlg1cT5GpPCi28qnR+/As5p8ZFxksDhDfsqvWxKT/Ps1NKuagIpZY5ReCjx7 JIEPAtgxWZXCwy58Xjd73w== 0000916641-98-001268.txt : 19981123 0000916641-98-001268.hdr.sgml : 19981123 ACCESSION NUMBER: 0000916641-98-001268 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981118 ITEM INFORMATION: FILED AS OF DATE: 19981120 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 000-02258 FILM NUMBER: 98756370 BUSINESS ADDRESS: STREET 1: 900 DOMINION TOWER STREET 2: 999 WATERSIDE DRIVE CITY: NORFOLK STATE: VA ZIP: 23510 BUSINESS PHONE: 8043653000 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 8-K 1 SMITHFIELD 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 18, 1998 SMITHFIELD FOODS, INC. (Exact name of registrant as specified in its charter) VIRGINIA 0-2258 52-0845861 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 200 COMMERCE STREET SMITHFIELD, VIRGINIA 23430 (Address of principal executive (Zip Code) offices) Registrant's telephone number, including area code (757) 365-3000 ITEM 5. OTHER EVENTS Smithfield Foods, Inc. (the "Registrant") announced on November 18, 1998, that all of the terms and conditions of its offer for Schneider Corporation ("Schneider") have been satisfied and that its wholly-owned subsidiary, Smithfield Canada Limited ("Smithfield Canada"), will take up and pay for any and all Schneider Common Shares and Class A Non-Voting Shares deposited under the offer. At 5:00 p.m. (Toronto time) on November 18, 1998 Schneider shareholders (including members of the Schneider Family) had deposited approximately 688,974 Common Shares and 3,612,818 Class A Non-Voting Shares in acceptance of Smithfield Canada's offer, representing approximately 93% of the outstanding Common Shares and 54% of the outstanding Class A Non-Voting Shares. Smithfield Canada has extended the time during which its offer is open for acceptance (by any Schneider shareholder who had not tendered to the offer by November 18, 1998) to 5:00 p.m. (local time at place of deposit) on December 1, 1998. A copy of a news release issued by the Registrant on November 18, 1998, is filed herewith as Exhibit 99. SIGNATURES 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 thereunto duly authorized. SMITHFIELD FOODS, INC. By: /s/ Aaron D. Trub Aaron D. Trub Vice President, Chief Financial Officer and Secretary Dated: November 20, 1998 EX-99 2 EXHIBIT 99 Exhibit 99 SMITHFIELD FOODS, INC. SMITHFIELD CANADA LIMITED FOR IMMEDIATE RELEASE Contact: Aaron D. Trub Smithfield Foods, Inc. 757-365-3000 SMITHFIELD ANNOUNCES RESULTS OF BID FOR SCHNEIDER CORPORATION November 19, 1998 - Smithfield Foods, Inc. (NASDAQ-SFDS) announced today that all of the terms and conditions of its offer for Schneider Corporation have been satisfied that its wholly-owned subsidiary, Smithfield Canada Limited, will take up and pay for any and all Schneider Common Shares and Class A Non-Voting Shares deposited under the offer. At 5:00 p.m. (Toronto time) on November 18, 1998 Schneider shareholders (including members of the Schneider Family) had deposited approximately 688,974 Common Shares and 3,612,818 Class A Non-Voting Shares in acceptance of Smithfield Canada's offer, representing approximately 93% of the outstanding Common Shares and 54% of the outstanding Class A Non-Voting Shares. Smithfield Canada also announced that it has extended the time during which its offer is open for acceptance (by any Schneider shareholder who had not tendered to the offer by November 18, 1998) to 5:00 p.m. (local time at place of deposit) on December 1, 1998. Smithfield Canada mailed its offer on October 19, 1998. Under the offer, Schneider shareholders were offered 0.5415 of an Exchangeable Share of Smithfield Canada for each Schneider share. The Exchangeable Shares provide the same voting, liquidation and dividend rights as Smithfield Foods shares and are exchangeable by the holders at any time for Smithfield Foods common shares. Based on the NASDAQ closing price of Smithfield Foods common shares on November 18, 1998 (US$25.125 per share), the implied value of Smithfield Canada's offer is Cdn.$21.17 per Schneider share. Smithfield Foods is the largest vertically integrated producer and marketer of fresh pork and processed meats in the United States. Smithfield Foods had a net income of U.S.$. 53.4 million (Cdn$.76.6 million) on sales of U.S.$ 3.9 billion (Cdn.$ 5.6 billion) for the fiscal year ending May 3, 1998. Smithfield Foods, Inc. 200 Commerce Street Smithfield, Virginia 23430 -----END PRIVACY-ENHANCED MESSAGE-----