0000916641-01-501366.txt : 20011026 0000916641-01-501366.hdr.sgml : 20011026 ACCESSION NUMBER: 0000916641-01-501366 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20011016 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011019 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: VA FISCAL YEAR END: 0427 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15321 FILM NUMBER: 1762776 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 8-K 1 d8k.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2001 Smithfield Foods, Inc. ____________________________________________________________________ (Exact name of registrant as specified in its charter) Virginia 0-2258 52-0845861 ---------------------------- ----------------------- ------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 200 Commerce Street Smithfield, Virginia 23430 --------------------------------------- --------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (757) 365-3000 Item 5. Other Events and Regulation FD Disclosure. Attached as Exhibit 99.1 is a press release disseminated October 16, 2001 concerning the registrant's earnings estimates for its second fiscal quarter ending October 28, 2001. Attached as Exhibit 99.2 is a press release concerning an October 17, 2001 offering of securities by the registrant not registered or required to be registered under the Securities Act of 1933, as amended. Attached as Exhibit 99.3 is a press release concerning changes in the registrant's management that were approved by the Board of Directors on October 17, 2001. Item 7. Financial Statements and Exhibits. Exhibit Description 99.1 Smithfield Foods, Inc. Press Release dated October 16, 2001 * 99.2 Smithfield Foods, Inc. Press Release dated October 18, 2001 * 99.3 Smithfield Foods, Inc. Press Release dated October 19, 2001 * * Exhibit filed herewith. 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 hereunto duly authorized. SMITHFIELD FOODS, INC. Date: October 19, 2001 /s/ C. Larry Pope ------------------------------- Name: C. Larry Pope Title: Vice President and Chief Financial Officer EX-99.1 3 dex991.txt PRESS RELEASE DATED OCTOBER 16, 2001 EXHIBIT 99.1 FOR IMMEDIATE RELEASE Smithfield Foods Expects Second Quarter Earnings Above Expectations and Last Year Smithfield, Virginia (October 16, 2001)--Smithfield Foods, Inc. (NYSE:SFD) announced today that earnings for the second quarter of fiscal 2002 ending October 28 are expected to be substantially above analysts' expectations and results of a year ago. The company said that it expects to report fully diluted earnings for the second quarter of approximately $.54 per share compared with $.42 per share in the same quarter of fiscal 2001. Smithfield Foods said that its Meat Processing Group is maintaining margins comparable to a year ago, in spite of higher live hog prices. Hog production earnings, however, are rising considerably as a result of the higher live hog prices versus last year. The company said that its vertical integration strategy of combining meat processing and hog production continued to create sustained earnings growth. Consensus earnings estimates for the second quarter are for $.47 per diluted share, according to First Call. Smithfield Foods will announce earnings on November 20. Smithfield Foods has delivered a 28 percent average annual compounded rate of return to investors since 1975. In the last 15 years, the company's share price has outperformed the S&P 500 Index by more than 350 percent. With annual sales of $6 billion, Smithfield Foods is the leading processor and marketer of fresh pork and processed meats in the United States, as well as the largest producer of hogs. For more information, please visit www.smithfieldfoods.com. This news release may contain "forward-looking" information within the meaning of the federal securities laws. The forward-looking information may include statements concerning the Company's outlook for the future, as well as other statements of beliefs, future plans and strategies or anticipated events, and similar expressions concerning matters that are not historical facts. The forward-looking information and statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, the statements. These risks and uncertainties include availability and prices of live hogs, raw materials and supplies, live hog production costs, product pricing, the competitive environment and related market conditions, operating efficiencies, access to capital, the cost of compliance with environmental and health standards, adverse results from ongoing litigation and actions of domestic and foreign governments. #### Contact: Jerry Hostetter Smithfield Foods, Inc. (212) 758-2100 EX-99.2 4 dex992.txt PRESS RELEASE DATED OCTOBER 18, 2001 EXHIBIT 99.2 FOR IMMEDIATE RELEASE Smithfield Foods Sells $300 Million in Notes Smithfield, Virginia (October 18, 2001)--Smithfield Foods, Inc. announced that it has sold $300 million aggregate principal amount of its senior unsecured notes due 2009. The offered notes will bear interest at a fixed rate of 8%. The company is offering the notes in reliance on an exemption from registration for offers and sales of securities that do not involve a public offering. The offering and sale of the notes have not been registered under the Securities Act of 1993, as amended, and the notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This news release may contain "forward-looking" information within the meaning of the federal securities laws. The forward-looking information may include statements concerning the Company's outlook for the future, as well as other statements of beliefs, future plans and strategies or anticipated events, and similar expressions concerning matters that are not historical facts. The forward-looking information and statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, the statements. These risks and uncertainties include availability and prices of live hogs, raw materials and supplies, live hog production costs, product pricing, the competitive environment and related market conditions, operating efficiencies, access to capital, the cost of compliance with environmental and health standards, adverse results from ongoing litigation and actions of domestic and foreign governments. #### Contact: Jerry Hostetter Smithfield Foods, Inc. (212) 758-2100 EX-99.3 5 dex993.txt PRESS RELEASE DATED OCTOBER 19, 2001 EXHIBIT 99.3 FOR IMMEDIATE RELEASE Smithfield Foods Names C. Larry Pope President and Chief Operating Officer As Part Of New, Expanded Management Structure Smithfield, Virginia (October 19, 2001)--Smithfield Foods, Inc. (NYSE: SFD) today announced a new, expanded management structure to facilitate the company's rapid growth. C. Larry Pope was named president and chief operating officer, effective October 29, 2001. Joseph W. Luter, III, chairman and chief executive officer, is relinquishing the title of president, which he previously held. Richard J.M. Poulson and Joseph W. Luter, IV, were named executive vice presidents. "Smithfield Foods has grown in size and complexity as we have vertically integrated pork processing and hog production, and, more recently, acquired beef operations," said Mr. Luter. "The company now has annual sales of more than $8 billion and has doubled in size in the last four years. This management team has the talent and experience to lead our next phase of growth." All meat processing and hog production operations will report to Mr. Pope, 47 years old, who previously was vice president and chief financial officer. A 21- year veteran of Smithfield Foods, he has held several financial positions, including vice president, finance, and corporate controller. "Larry Pope has been a key member of the management team for over 20 years. The financial discipline he has brought to our operations has been critical," said Mr. Luter. "In his new role, Larry will add even more value as the company works to continue to provide some of the highest returns to shareholders in American industry." Mr. Poulson, 63, retains his responsibilities of senior advisor to the chairman as an executive vice president. Joseph W. Luter, IV, 36, will head a major new corporate initiative to invoke a closer relationship between the operating subsidiaries to maximize the available synergies within the Smithfield Foods family of companies. In this new capacity, he will be responsible for coordinating corporate sales and marketing programs, as well as transportation, logistics and information technology affecting the entire organization. He previously was senior vice president, sales and marketing at Smithfield Packing Company. Daniel G. Stevens, 42, formerly vice president and corporate controller, succeeds Mr. Pope as vice president and chief financial officer. He joined Smithfield Foods as corporate controller in 1998. Jeffrey A. Deel, 43, assistant corporate controller, was named corporate controller. He has served on the financial reporting staff of the company since 1994. The company said that it would close the acquisition of beef processor Packerland Holdings, Inc. next week and that Rich Vesta, president and chief executive of Packerland, would head a new beef division. Smithfield Foods has delivered a 28 percent average annual compounded rate of return to investors since 1975. In the last 15 years, the company's share price has outperformed the S&P 500 Index by more than 350 percent. With annual sales of $6 billion, Smithfield Foods is the leading processor and marketer of fresh pork and processed meats in the United States, as well as the largest producer of hogs. For more information, please visit www.smithfieldfoods.com. This news release may contain "forward-looking" information within the meaning of the federal securities laws. The forward-looking information may include statements concerning the Company's outlook for the future, as well as other statements of beliefs, future plans and strategies or anticipated events, and similar expressions concerning matters that are not historical facts. The forward-looking information and statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, the statements. These risks and uncertainties include availability and prices of live hogs, raw materials and supplies, live hog production costs, product pricing, the competitive environment and related market conditions, operating efficiencies, access to capital, the cost of compliance with environmental and health standards, adverse results from ongoing litigation and actions of domestic and foreign governments. #### Contact: Jerry Hostetter Smithfield Foods, Inc. (212) 758-2100