-----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, D1oRF6bGp9xTOvJ3CM1wbJPE1y5V+Qp//2Ge51qBJRW/MB8o2IynvfjOqCprdPIR dG7R75PmtUf9l7Tdi961qQ== 0000916641-98-001287.txt : 19981126 0000916641-98-001287.hdr.sgml : 19981126 ACCESSION NUMBER: 0000916641-98-001287 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981125 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: 424B3 SEC ACT: SEC FILE NUMBER: 333-46495 FILM NUMBER: 98759607 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SMITHFIELD CANADA LTD CENTRAL INDEX KEY: 0001056113 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-46495-01 FILM NUMBER: 98759608 BUSINESS ADDRESS: STREET 1: C/O AARON TRUB SMITHFIELD FOODS STREET 2: 999 WATERSIDE DR CITY: NORFOLK STATE: VA ZIP: 23510 BUSINESS PHONE: 7573653004 MAIL ADDRESS: STREET 1: C/O AARON TRUB SMITHFIELDS FOODS STREET 2: 999 WATERSIDE DR CITY: NORFOLK STATE: VA ZIP: 23510 424B3 1 SMITHFIELD FOODS, INC. 424B3 Filed Pursuant to Rule 424(b)(3) File Number 333-46495 File Number 333-46495-01 FOURTH SUPPLEMENT TO THE OFFER AND CIRCULAR DATED OCTOBER 19, 1998 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU HAVE ANY QUESTIONS AS TO HOW TO DEAL WITH IT, YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISORS. NO SECURITIES COMMISSION OR SIMILAR AUTHORITY IN CANADA OR THE UNITED STATES HAS IN ANY WAY PASSED UPON THE MERITS OF THE SECURITIES OFFERED HEREUNDER AND ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE. INFORMATION RELATING TO SMITHFIELD FOODS HAS BEEN INCORPORATED BY REFERENCE FROM DOCUMENTS FILED BY SMITHFIELD WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION AND THE CANADIAN SECURITIES REGULATORY AUTHORITIES AND MAY BE OBTAINED ON REQUEST WITHOUT CHARGE FROM THE SECRETARY OF SMITHFIELD FOODS AT 200 COMMERCE STREET, SMITHFIELD, VIRGINIA, 23430. NOTICE OF CHANGE TO THE OFFERS TO PURCHASE ANY AND ALL OF THE OUTSTANDING COMMON SHARES AND CLASS A NON-VOTING SHARES OF SCHNEIDER CORPORATION BY SMITHFIELD CANADA LIMITED A WHOLLY-OWNED SUBSIDIARY OF SMITHFIELD FOODS, INC. This is a Supplement to Smithfield Canada's Offer and Circular dated October 19, 1998, as previously supplemented on October 26, 1998, November 6, 1998 and November 18, 1998 (the "Offer and Circular"), and should be read in conjunction therewith. The Offer and Circular is incorporated by reference in this Supplement. Capitalized terms used in this Supplement without definition have the meanings ascribed to them in the Offer and Circular. Smithfield Canada Limited has offered to purchase, upon the terms and subject to the conditions described in the Offer and Circular, each outstanding Common Share and each Class A non-voting Share (including Class A Shares issuable upon exercise of outstanding Options) of Schneider Corporation for 0.5415 of an Exchangeable Share of Smithfield Canada. Each whole Exchangeable Share will be exchangeable for one share of the common stock of Smithfield Foods. Smithfield Canada is a newly-incorporated, wholly-owned subsidiary of Smithfield Foods. The Offers are open for acceptance (by Shareholders who did not tender their Schneider Shares by November 18, 1998) until 5:00 p.m. (local time at place of deposit) on December 1, 1998. The closing price of the shares of Smithfield Common Stock on the Nasdaq National Market on November 20, 1998 was US$25.0625. Based on such closing price and using the United States/Canada currency exchange rate in effect on that date (the Noon Spot Rate), the value of 0.5415 of a share of Smithfield Common Stock was C$20.97. The dealer manager for the Smithfield Offers (defined below) is First Marathon Securities Limited. Questions and requests for assistance may be directed to the Dealer Manager or to CIBC Mellon Trust Company, the Depositary for the Smithfield Offers. Additional copies of this document, the Offer and Circular and related materials may be obtained without charge on request from the Depositary at its Toronto office specified on the back page of this document. FOR A DISCUSSION OF RISK FACTORS TO BE CONSIDERED BY SHAREHOLDERS IN EVALUATING WHETHER TO ACCEPT THE OFFERS, SEE "RISK FACTORS" BEGINNING ON PAGE 16 OF THE OFFER AND CIRCULAR. November 23, 1998 1. RECENT DEVELOPMENTS SMITHFIELD FOODS REPORTS RECORD SECOND QUARTER EARNINGS Smithfield Foods today reported record second quarter earnings in fiscal 1999. Net income in the quarter ended November 1, 1998 increased to US$18.5 million, or US$.47 per diluted share, from US$15.5 million, or US$.39 per diluted share, in the same quarter a year ago. Net income in the first six months of fiscal 1999 increased to US$13.2 million, or US$.33 per diluted share, from net income of US$9.0 million, or US$.23 per diluted share, in the six month period a year ago. The net income in the first half of fiscal 1998 included a non-recurring charge of US$12.6 million (US$.32 per diluted share), which reflected penalties imposed against Smithfield Foods in a case brought by the U.S. Environmental Protection Agency. The judgment has been appealed. Excluding the non-recurring charge, the Smithfield Foods had net income of US$21.6 million, or US$.55 per diluted share, in the first half of fiscal 1998. Sales for the second quarter of fiscal 1999 were US$874.4 million, down from US$982.7 million in the same quarter of fiscal 1998. Sales for the first six months of fiscal 1999 were US$1.7 billion, down from US$1.9 billion in the same six-month period a year ago. The decrease in sales in both periods was due to lower unit selling prices for Smithfield's products, reflecting substantially lower hog and raw material prices, which were not totally offset by increased unit sales volume in each period. The record fiscal 1999 second quarter net income reflected substantially improved operating results at Smithfield's Meat Processing Group which more than compensated for losses at Smithfield's Hog Production Group. The Meat Processing Group experienced sharply higher margins, especially on sales of fresh pork, in this fiscal year's second quarter. While margins on sales of processed meats were up, overall results in the processed meats area of the Group's business were adversely affected by a sharp drop in exports of hot dogs to Russia. The Hog Production Group experienced a sharp reversal in profitability in the current year's second quarter due to the lowest hog prices since 1971. The Hog Production Group incurred a net loss of US$.22 per diluted share in this year's second quarter compared to net income of US$.08 per diluted share in the same quarter of fiscal 1998. "Our second quarter results reinforces our belief that being vertically integrated to the extent that we are takes the peaks and valleys out of our earnings and, in effect, makes them more stable as well as predictable," Luter stated. "The brisk rate of business in the first three weeks of November further confirms our expectation that fiscal 1999 third quarter earnings should set a record," Luter said. This Supplement may contain "forward-looking" information within the meaning of United States federal securities laws. The forward-looking information may include, among other information, statements concerning Smithfield Foods' outlook for the future. There may also be other statements of beliefs, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. The forward-looking information and statements in this news release are subject to known and unknown risks and uncertainties, including availability and prices of raw materials, product pricing, competitive environment and related market conditions, operating efficiencies, access to capital, integration of acquisitions and changes in, or the failure or inability to comply with, governmental regulation, including without limitation environmental and health regulations, that could cause actual results to differ materially from those expressed in or implied by the information or statements. CONSOLIDATED STATEMENTS OF OPERATIONS SMITHFIELD FOODS, INC. AND SUBSIDIARIES (ALL FIGURES ARE IN UNITED STATES DOLLARS)
13 WEEKS ENDED 13 WEEKS ENDED 26 WEEKS ENDED 26 WEEKS ENDED (IN THOUSANDS, EXCEPT PER SHARE DATA) NOVEMBER 1, 1998 OCTOBER 26, 1997 NOVEMBER 1, 1998 OCTOBER 26, 1997 - --------------------------------------- ------------------ ------------------ ------------------ ----------------- Sales ................................. $ 874,378 $ 982,699 $ 1,740,201 $ 1,897,662 Cost of sales ......................... 756,914 888,729 1,549,960 1,728,508 --------- --------- ----------- ----------- Gross profit .......................... 117,464 93,970 190,241 169,154 Selling, general and administrative expenses ............................. 65,974 53,177 123,971 102,369 Depreciation expense .................. 14,015 10,353 26,954 20,068 Interest expense ...................... 10,916 8,036 20,622 15,403 Nonrecurring charge(1) ................ -- -- -- 12,600 --------- --------- ----------- ----------- Income before income taxes(1) ......... 26,559 22,404 18,694 18,714 Income taxes .......................... 8,078 6,856 5,538 9,707 --------- --------- ----------- ----------- Net income(1) ......................... $ 18,481 $ 15,548 $ 13,156 $ 9,007 --------- --------- ----------- ----------- Net income per common share: Basic(1) ............................. $ .48 $ .41 $ .35 $ .24 Diluted(1) ........................... .47 .39 .33 .23 --------- --------- ----------- ----------- Average common shares outstanding: Basic ................................ 38,273 37,527 37,905 37,527 Diluted .............................. 39,599 39,666 39,807 39,639 --------- --------- ----------- -----------
(1) Reflects a nonrecurring charge of $12.6 million ($.32 per diluted share) for the 26 weeks ended October 26, 1997 related to civil penalties in an environmental case. 2. STATUTORY RIGHTS Securities legislation in certain of the provinces and territories of Canada provides holders of Schneider Shares with, in addition to any other rights they may have at law, rights of recission or to damages, or both, if there is a misrepresentation in a circular or a notice that is required to be delivered to the holders of Schneider Shares. However, such rights must be exercised within prescribed time limits. Holders of Schneider Shares should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights, or consult with a lawyer. APPROVAL AND CERTIFICATE The contents of the Offer and Circular (including the documents incorporated by reference therein) and this Supplement have been approved, and the sending, communication or delivery thereof to the Shareholders of Schneider Corporation has been authorized by, the Board of Directors of Smithfield Canada Limited. The foregoing contain no untrue statement of a material fact and do not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made. In addition, the foregoing do not contain any misrepresentation likely to affect the value or the market price of the securities which are the subject of the Offers, as varied by this Supplement. Dated: November 23, 1998. (Signed) Joseph W. Luter, III (Signed) Aaron D. Trub Chief Executive Officer Chief Financial Officer On behalf of the Board of Directors (Signed) Rene R. Sorell (Signed) Graham P.C. Gow Director Director THE DEPOSITARY FOR THE OFFERS IS CIBC MELLON TRUST COMPANY FOR DELIVERY BY MAIL AND BY FACSIMILE TRANSMISSION: CIBC MELLON TRUST COMPANY P.O. Box 1036 Adelaide Street Postal Station Toronto, Ontario M5C 2K4 Attention: Special Projects Telephone: (416) 643-5500 Toll Free: 1-800-387-0825 Fax: (416) 643-3148 FOR DELIVERY BY HAND OR COURIER: CIBC Mellon Trust Company 199 Bay Street Commerce Court West Securities Level Toronto, Ontario M5L 1G9 Attention: Courier Window MONTREAL CALGARY VANCOUVER 2001 University Street 600 The Dome Tower Mall Level 16th Floor 333 Seventh Avenue S.W. 1177 West Hastings Street Montreal, PQ 6th Floor Vancouver, BC H3A 2A6 Calgary, AB V6E 2K3 T2P 2Z1 WINNIPEG HALIFAX REGINA 330 St. Mary Avenue 1660 Hollis Street 1080 - 2002 Victoria Avenue Suite 201 Centennial Building, Main Floor Regina, SK Winnipeg, MB Halifax, NS S4P 0R7 R3C 3Z5 B3J 1V7
THE DEALER MANAGER OF THE OFFERS IS FIRST MARATHON SECURITIES LIMITED First Marathon Securities Limited The Exchange Tower 2 First Canadian Place Suite 3200, P.O. Box 21 Toronto, Ontario M5X 1J9 Tel: (416) 869-3707 Fax: (416) 869-6411 -----END PRIVACY-ENHANCED MESSAGE-----