SC 13D

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

Smithfield Foods, Inc. (Name of Issuer)

Common Stock, $0.50 par value (Title of Class of Securities)

832248 10 8 (CUSIP Number)

Reef C. Ivey, II
Ward and Smith, P.A.
P.O. Box 2091
Raleigh, NC 27602-2091
(919) 836-4261
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 28, 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 that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [  ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)
(Page 1 of 18 pages)

SCHEDULE 13D

CUSIP No. 832248 10 8 Page 2 of 18 Pages

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Wendell H. Murphy
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) [   ]
		(b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	[   ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH  7      SOLE VOTING POWER

              3,007,506
 8      SHARED VOTING POWER

              43,288
 9      SOLE DISPOSITIVE POWER

              3,007,506
 10      SHARED DISPOSITIVE POWER

              43,288

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,050,794
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.9%
14	TYPE OF REPORTING PERSON*
	IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13D

CUSIP No. 832248 10 8 Page 3 of 18 Pages

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Harry D. Murphy
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) [   ]
		(b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	[   ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH  7      SOLE VOTING POWER

              1,638,014
 8      SHARED VOTING POWER

              9,948
 9      SOLE DISPOSITIVE POWER

              1,638,014
 10      SHARED DISPOSITIVE POWER

              9,948

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,647,962
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.2%
14	TYPE OF REPORTING PERSON*
	IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13D

CUSIP No. 832248 10 8 Page 4 of 18 Pages

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Joyce Murphy Norman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) [   ]
		(b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	[   ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH  7      SOLE VOTING POWER

              1,032,660
 8      SHARED VOTING POWER

              15,675
 9      SOLE DISPOSITIVE POWER

              1,032,660
 10      SHARED DISPOSITIVE POWER

              15,675

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,048,335
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.0%
14	TYPE OF REPORTING PERSON*
	IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13D

CUSIP No. 832248 10 8 Page 5 of 18 Pages

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Wendell H. Murphy, Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) [   ]
		(b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	[   ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH  7      SOLE VOTING POWER

              1,968,312
 8      SHARED VOTING POWER

              29,908
 9      SOLE DISPOSITIVE POWER

              1,968,312
 10      SHARED DISPOSITIVE POWER

              29,908

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,998,220
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.8%
14	TYPE OF REPORTING PERSON*
	IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13D

CUSIP No. 832248 10 8 Page 6 of 18 Pages

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Wendy Murphy Crumpler
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) [   ]
		(b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	[   ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH  7      SOLE VOTING POWER

              578,527
 8      SHARED VOTING POWER

              8,805
 9      SOLE DISPOSITIVE POWER

              578,527
 10      SHARED DISPOSITIVE POWER

              8,805

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	587,332
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.1%
14	TYPE OF REPORTING PERSON*
	IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13D

CUSIP No. 832248 10 8 Page 7 of 18 Pages

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Stratton K. Murphy
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) [   ]
		(b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	[   ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH  7      SOLE VOTING POWER

              673,130
 8      SHARED VOTING POWER

              5,276
 9      SOLE DISPOSITIVE POWER

              673,130
 10      SHARED DISPOSITIVE POWER

              5,276

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	678,406
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.3%
14	TYPE OF REPORTING PERSON*
	IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13D

CUSIP No. 832248 10 8 Page 8 of 18 Pages

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Marc D. Murphy
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) [   ]
		(b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	[   ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH  7      SOLE VOTING POWER

              673,130
 8      SHARED VOTING POWER

              5,276
 9      SOLE DISPOSITIVE POWER

              673,130
 10      SHARED DISPOSITIVE POWER

              5,276

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	678,406
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.3%
14	TYPE OF REPORTING PERSON*
	IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13D

CUSIP No. 832248 10 8 Page 9 of 18 Pages

1	NAME OF REPORTING PERSON
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Angela Norman Brown
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*	(a) [   ]
		(b) [X]
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	[   ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH  7      SOLE VOTING POWER

              317,664
 8      SHARED VOTING POWER

              4,824
 9      SOLE DISPOSITIVE POWER

              317,664
 10      SHARED DISPOSITIVE POWER

              4,824

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	322,488
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	[  ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.6%
14	TYPE OF REPORTING PERSON*
	IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 832248 10 8 Page 10 of 18 Pages

Item 1       Security and Issuer

                  This Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.50 per share (the “Smithfield Common Stock”), of Smithfield Foods, Inc., a Virginia corporation (“Smithfield”).

                  The principal executive offices of Smithfield are located at 200 Commerce Street, Smithfield, Virginia 23430.

Item 2        Identity and Background

                  This Schedule 13D is being filed by Wendell H. Murphy, Harry D. Murphy, Joyce Murphy Norman, Wendell H. Murphy, Jr., Wendy Murphy Crumpler, Stratton K. Murphy, Marc D. Murphy and Angela Norman Brown (each, a “Reporting Person” and together, the “Reporting Persons”). Each Reporting Person is an individual. The present principal occupation, organization and business address of each Reporting Person is as follows:

	Principal
Reporting Person	Occupation	Organization	Business Address
Wendell H. Murphy	Self-employed	Private Investor
Harry D. Murphy	Self-employed	Private Investor
Joyce Murphy Norman	Self-employed	Private Investor
Wendell H. Murphy, Jr.	Self-employed	Private Investor
Wendy Murphy Crumpler	Self-employed	Private Investor	P.O. Box 1087
Stratton K. Murphy	Self-employed	Private Investor	Rose Hill, NC 28458
Marc D. Murphy	Self-employed	Private Investor
Angela Norman Brown	Self-employed	Private Investor

                  During the last five years, no Reporting Person has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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.

                  Each Reporting Person is a citizen of the United States of America. Although the Reporting Persons may be deemed to be acting as a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the “Act”) with regard to the Smithfield Common Stock, each Reporting Person expressly disclaims membership in such a group.

CUSIP No. 832248 10 8 Page 11 of 18 Pages

Item 3        Source and Amount of Funds or Other Consideration

                  (a)        Transactions of MurFam Enterprises, LLC — March 23, 1990 through November 22, 1994: Each Reporting Person is a member of MurFam Enterprises, LLC, a North Carolina limited liability company (“MurFam”). MurFam, through a predecessor company, acquired 967,000 shares of Smithfield Common Stock in various transactions (the “MurFam Open Market Purchases”) on the New York Stock Exchange from March 23, 1990 to November 22, 1994. The source of consideration for each of these transactions was the working capital of the predecessor company.

                  (b)        Transaction with Smithfield — January 28, 2000: The Reporting Persons acquired a majority of the shares of Smithfield Common Stock beneficially owned by them pursuant to an Acquisition Agreement and Plan of Reorganization, dated as of November 15, 1999, as amended, among Smithfield and each Reporting Person (the “Acquisition Agreement”), whereby Smithfield acquired certain businesses (the “Acquired Businesses”) owned by the Reporting Persons in exchange for a certain number of shares (the “Acquisition Shares”) of Smithfield Common Stock. The closing date (the “Closing Date”) of the transaction was January 28, 2000.

                  According to the terms of the Acquisition Agreement, the Acquired Businesses were required to meet certain financial criteria (e.g., working capital amounts) as of the Closing Date. The number of Acquisition Shares payable to the Reporting Persons depended in part upon satisfaction of these criteria. The Acquisition Agreement provided that on the Closing Date Smithfield and the Reporting Persons would estimate the number of Acquisition Shares payable to the Reporting Persons (the “Estimated Shares”) and place 1,000,000 of those shares (the “Escrowed Acquisition Shares”) in an escrow account pending review of the financial statements of the Acquired Businesses confirming satisfaction of the specified financial criteria. If, after review of such financial statements, the final number of Acquisition Shares payable to the Reporting Persons (the “Final Shares”) were more than the number of Estimated Shares, Smithfield would be obligated to issue additional shares to the Reporting Persons representing the difference between the number of Estimated Shares and the number of Final Shares. On the other hand, if the number of Final Shares were less than the number of Estimated Shares, Smithfield would be entitled to receive from the Escrowed Acquisition Shares a number of shares (the “Clawback Shares”) equal to the difference between the Estimated Shares and the Final Shares, and, if the number of Clawback Shares exceeded 1,000,000 (the number of Escrowed Acquisition Shares), then the Reporting Persons would be obligated to return to Smithfield a number of shares equal to the difference between the number of Clawback Shares and 1,000,000.

                  On the Closing Date, an aggregate of 11,054,396 Acquisition Shares were paid to the Reporting Persons, of which 1,000,000 became the Escrowed Acquisition Shares and were placed in escrow.

                  (c)        Additional Acquisition Shares — July 16, 2001: As a result of the Acquired Businesses’ satisfaction of the financial criteria specified in the Acquisition Agreement, on July

CUSIP No. 832248 10 8 Page 12 of 18 Pages

16, 2001 Smithfield agreed to relinquish any claim to the Escrowed Acquisition Shares and to issue an additional 223,436 shares of Smithfield Common Stock (the “Additional Acquisition Shares”) to the Reporting Persons.

                  As a result of the above described transactions and as described in more detail in Item 5 below, as of the date of this filing the Reporting Persons beneficially owned an aggregate of 10,011,943 shares of Smithfield Common Stock.

Item 4        Purpose of Transaction

                  As discussed in Item 3, the majority of the shares of Smithfield Common Stock beneficially owned by the Reporting Persons as of the date of this filing were acquired pursuant to the Acquisition Agreement. These shares, as well as the shares acquired pursuant to the MurFam Open Market Purchases and all other shares of Smithfield Common Stock acquired by the Reporting Persons, were acquired for investment purposes.

                  In addition, in connection with the Acquisition Agreement, on the Closing Date Smithfield and each of the Reporting Persons entered into an Agreement with Shareholders (the “Shareholders Agreement”). Among other things, the Shareholders Agreement requires that, during the five-year period commencing on the Closing Date, none of the Reporting Persons:

                  (a)        make or participate in the making of any solicitation of proxies to vote any voting stock of Smithfield at any meeting of Smithfield shareholders or become a participant in any election contest with respect to Smithfield;

                  (b)        oppose, or form, join or in any way participate in any group opposing, any proposal presented by Smithfield management at any meeting of Smithfield shareholders, or vote against any such proposal;

                  (c)        acquire or substantially influence the control of Smithfield, or directly or indirectly participate in the formation of any group which seeks to acquire voting stock of Smithfield or to acquire or substantially influence control of Smithfield; and

                  (d)        individually or together with any other Reporting Person (i) sell or otherwise transfer to one person or group (other than another Reporting Person) shares of Smithfield Common Stock aggregating five percent or more of the outstanding Smithfield Common Stock or (ii) within any 12-month period sell or otherwise transfer an aggregate number of Acquisition Shares equal to or greater than ten percent of the total number of Acquisition Shares received by such Reporting Person pursuant to the Acquisition Agreement.

                  Except as described in this Schedule 13D, none of the Reporting Persons presently has any plans or proposals which relate to or would result in an extraordinary corporate transaction involving Smithfield or any of its subsidiaries, a sale or transfer of any of Smithfield’s assets, a change in the present board of directors or management of Smithfield, a

CUSIP No. 832248 10 8 Page 13 of 18 Pages

change in the present capitalization or dividend policy of Smithfield, any other material change in Smithfield’s business or corporate structure, changes in Smithfield’s charter or bylaws or the delisting or deregistration of any of Smithfield’s securities.

                              The Reporting Persons, depending upon market conditions and other factors, may (a) acquire additional shares of Smithfield Common Stock, or (b) subject to the terms of the Shareholders Agreement limiting the Reporting Persons’ ability to dispose of the Acquisition Shares for a certain period of time, the Reporting Persons may sell all or a portion of the shares of Smithfield Common Stock currently held by them or which the Reporting Persons hereafter may acquire. Any such acquisitions or sales may occur from time to time, and may be made in the open market or in private transactions.

Item 5        Interest in Securities of Smithfield

                  (a)        The Reporting Persons are currently the beneficial owners of an aggregate of 10,011,943 shares of Smithfield Common Stock. The shares beneficially owned by the Reporting Persons represent approximately 19.2% (assuming the receipt by the Reporting Persons of the Escrowed Acquisition Shares and the Additional Acquisition Shares referred to in Item 3 above) of the 52,084,238 shares of Smithfield Common Stock outstanding on July 12, 2001, as set forth in Smithfield’s Annual Report on Form 10-K for the fiscal year ended April 29, 2001. The total number of shares of Smithfield Common Stock deemed to be beneficially owned by each Reporting Person is as follows:

Reporting Person	Total Number of Shares
	Beneficially Owned
Wendell H. Murphy	3,050,794
Harry D. Murphy	1,647,962
Joyce Murphy Norman	1,048,335
Wendell H. Murphy, Jr.	1,998,220
Wendy Murphy Crumpler	587,332
Stratton K. Murphy	678,406
Marc D. Murphy	678,406
Angela Norman Brown	322,488
TOTAL	10,011,943

                  (b)        Each Reporting Person has sole voting and dispositive power over those shares of Smithfield Common Stock individually beneficially owned by such Reporting Person, and each Reporting Person has shared voting and dispositive power over those shares of Smithfield Common Stock beneficially owned by such Reporting Person by virtue of such Reporting Person’s ownership interest in MurFam, as follows:

CUSIP No. 832248 10 8 Page 14 of 18 Pages

Reporting Person	Sole Voting and		Shared Voting and
	Dispositive Power		Dispositive Power
Wendell H. Murphy		3,007,506		43,288
Harry D. Murphy		1,638,014		9,948
Joyce Murphy Norman		1,032,660		15,675
Wendell H. Murphy, Jr.		1,968,312		29,908
Wendy Murphy Crumpler		578,527		8,805
Stratton K. Murphy		673,130		5,276
Marc D. Murphy		673,130		5,276
Angela Norman Brown		317,664		4,824
TOTAL		9,888,943		123,000

                   (c)(1) Between March 21, 2001 and June 29, 2001, MurFam sold or otherwise disposed of an aggregate of 844,000 shares of Smithfield Common Stock (615,000 shares of which were sold directly by MurFam in transactions on the New York Stock Exchange for an aggregate sales price of approximately $22,430,140, and an aggregate of 229,000 shares of which were first transferred to three of the Reporting Persons (Wendell H. Murphy, Jr., Joyce Murphy Norman and Angela Norman Brown) and then sold by such Reporting Persons in transactions on the New York Stock Exchange for an aggregate sales price of approximately $7,933,046). Of the 844,000 shares sold during this period, 147,400 of such shares were sold during the past 60 days in transactions on the New York Stock Exchange for an aggregate sales price of approximately $5,483,006 (the “Last 60 Day Sales”). The Last 60 Day Sales are summarized as follows:

Date	Number of Shares Sold by		Average Price per Share
	MurFam
5/30/2001		107,400		$	36.69
6/13/2001		10,000		$	37.90
6/18/2001		20,000		$	38.15
6/29/2001		10,000		$	40.05
TOTAL		147,400			– –

                  (c)(2) In addition, between the Closing Date and March 22, 2001, the Reporting Persons sold or otherwise disposed of an aggregate of 1,388,890 shares of Smithfield Common Stock (317,460 shares of which were sold in transactions on the New York Stock Exchange for an aggregate sales price of approximately $9,999,990 and 1,071,430 shares of which were transferred pursuant to the exchange fund transactions discussed in Item 6 below).

                  (d)        No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Smithfield Common Stock beneficially owned by the Reporting Persons.

CUSIP No. 832248 10 8 Page 15 of 18 Pages

Item 6        Contracts, Arrangements, Understandings or Relationships With Respect to Securities of
                   Smithfield

                  In addition to the agreements referred to in Items 3 and 4 above, on the Closing Date, Smithfield and each Reporting Person also entered into a registration rights agreement (the “Registration Rights Agreement”) with respect to the Acquisition Shares and, along with Centura Bank as escrow agent, an escrow agreement (the “Escrow Agreement”) governing the disposition of the Escrowed Acquisition Shares. The Registration Rights Agreement provides that if at any time during the five year period commencing on the Closing Date Smithfield proposes to register any shares of Smithfield Common Stock for its own account for cash, then, subject to certain limitations, the Reporting Persons may demand that Smithfield register not less than an aggregate of 500,000 Acquisition Shares at the same time. The Escrow Agreement sets forth the procedures governing the deposit, release and disposition of the Escrowed Acquisition Shares. These summaries of the provisions of the Registration Rights Agreement and the Escrow Agreement are not complete and are qualified in their entirety by reference to both agreements which are filed as exhibits to this Schedule 13D and which are incorporated by reference herein.

                    On July 18, 2000 (the “Belmar Fund Closing Date”), each Reporting Person entered into a Subscription Agreement whereby such Reporting Person subscribed for an interest (each, a “Belmar Fund Interest”) in Belmar Capital Fund LLC, an exchange fund organized as a Delaware limited liability company (the “Belmar Fund”). Each Reporting Person paid the purchase price for their Belmar Fund Interest by transferring to the Belmar Fund a specified number of Acquisition Shares, as follows:

Reporting Person	Number of Shares of Smithfield Common Stock
	Exchanged
Wendell H. Murphy		262,686
Harry D. Murphy		145,357
Joyce Murphy Norman		89,504
Wendell H. Murphy, Jr.		170,595
Wendy Murphy Crumpler		50,108
Stratton K. Murphy		73,534
Marc D. Murphy		73,534
Angela Norman Brown		27,540
TOTAL		892,858

                    Pursuant to the terms of the Belmar Fund, the Reporting Persons have no ownership rights with respect to the shares of Smithfield Common Stock exchanged for Belmar Fund Interests. Each Reporting Person has the right to redeem portions of his or her Belmar Fund Interest on any business day. Redemptions occurring within three years of the Belmar Fund Closing Date will generally be subject to a redemption fee equal to 1% of the value of the redeemed Belmar Fund Interest. Generally, if a Reporting Person makes a request to redeem all or a portion of his or her Belmar Fund Interest within seven years of the Belmar Fund Closing

CUSIP No. 832248 10 8 Page 16 of 18 Pages

Date, then the Belmar Fund will distribute to such Reporting Person a number of shares of the Smithfield Common Stock exchanged for Belmar Fund Interests equal to the value of the redeemed Belmar Fund Interest. If a Reporting Person makes a request to redeem at least $1,000,000 of his or her Belmar Fund Interest after seven years from the Belmar Fund Closing Date, then the Belmar Fund will distribute to such Reporting Person a diversified group of securities from the Belmar Fund portfolio equal to the value of the redeemed Belmar Fund Interest. Notwithstanding the foregoing, if requested by a Reporting Person at any time, the Belmar Fund will satisfy a redemption request by a Reporting Person with shares of Smithfield Common Stock so long as the Belmar Fund still holds such shares at the time of the redemption.

                    On August 11, 2000 (the “Meadowbrook Fund Closing Date”), each Reporting Person entered into a Subscription Agreement whereby such Reporting Person subscribed for an interest (each, a “Meadowbrook Fund Interest”) in Meadowbrook Equity Fund III, LLC, an exchange fund organized as a New York limited liability company (the “Meadowbrook Fund”). Each Reporting Person paid the purchase price for their Meadowbrook Fund Interest by transferring to the Meadowbrook Fund a specified number of Acquisition Shares, as follows:

Reporting Person	Number of Shares of Smithfield Common Stock
	Exchanged
Wendell H. Murphy		52,537
Harry D. Murphy		29,071
Joyce Murphy Norman		17,901
Wendell H. Murphy, Jr.		34,119
Wendy Murphy Crumpler		10,022
Stratton K. Murphy		14,707
Marc D. Murphy		14,707
Angela Norman Brown		5,508
TOTAL		178,572

                    Pursuant to the terms of the Meadowbrook Fund, the Reporting Persons have no ownership rights with respect to the shares of Smithfield Common Stock exchanged for Meadowbrook Fund Interests. The Reporting Persons may not redeem any portion of a Meadowbrook Fund Interest for a period of three years from the Meadowbrook Fund Closing Date. After the third anniversary of the Meadowbrook Fund Closing Date, the Reporting Persons may, subject to certain limitations, redeem all or portions of a Meadowbrook Fund Interest without paying any redemption fees. The manager of the Meadowbrook Fund has the sole discretion to determine whether redemptions by a Reporting Person will be satisfied by the payment to such Reporting Person of cash, shares of Smithfield Common Stock or a diversified group of securities from the Meadowbrook Fund portfolio equal to the value of the redeemed Meadowbrook Fund Interest.

Item 7        Materials Filed as Exhibits

CUSIP No. 832248 10 8 Page 17 of 18 Pages

Exhibit	Description
1	Acquisition Agreement (incorporated by reference to Exhibit 2.1 to Smithfield’s Current Report on Form 8-K/A, as filed with the SEC on April 12, 2000).
2	Registration Rights Agreement (incorporated by reference to Exhibit 2.2 to Smithfield’s Current Report on Form 8-K/A, as filed with the SEC on April 12, 2000).
3	Shareholders Agreement (incorporated by reference to Exhibit 2.3 to Smithfield’s Current Report on Form 8-K/A, as filed with the SEC on April 12, 2000).
4	Escrow Agreement (incorporated by reference to Exhibit A to Exhibit 2.1 to Smithfield’s Current Report on Form 8-K/A, as filed with the SEC on April 12, 2000).
5	Form of Subscription Agreement, dated as of July 18, 2000, between each Reporting Person and Belmar Capital Fund LLC, a Delaware limited liability company.
6	Form of Subscription Agreement, dated as of August 12, 2000, between each Reporting Person and Meadowbrook Equity Fund III, LLC, a New York limited liability company.
7	Power of Attorney for each Reporting Person.

CUSIP No. 832248 10 8 Page 18 of 18 Pages

SIGNATURE

                    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.

Date: August 30, 2001
	/s/ Reef C. Ivey, II POA Name: Wendell H. Murphy
	/s/ Reef C. Ivey, II POA Name: Harry D. Murphy
	/s/ Reef C. Ivey, II POA Name: Joyce Murphy Norman
	/s/ Reef C. Ivey, II POA Name: Wendell H. Murphy, Jr.
	/s/ Reef C. Ivey, II POA Name: Wendy Murphy Crumpler
	/s/ Reef C. Ivey, II POA Name: Stratton K. Murphy
	/s/ Reef C. Ivey, II POA Name: Marc D. Murphy
	/s/ Reef C. Ivey, II POA Name: Angela Norman Brown

EX-5 3 w52882ex5.htm FORM OF SUBSCRIPTION AGREEMENT, DATED 07/18/2000

EXHIBIT 5

SUBSCRIPTION AGREEMENT
BELMAR CAPITAL FUND LLC

TO: Belmar Capital Fund LLC
The Eaton Vance Building
255 State Street
Boston, Massachusetts 02109

I.   Subscription for Shares

      The subscriber hereby subscribes, under the terms provided in the Private Placement Memorandum dated December 15, 1999, as amended and supplemented from time to time (the “Memorandum”), for full and fractional shares of interest (“Shares”) of Belmar Capital Fund LLC (the “Fund”), a Delaware limited liability company. Such subscription will be payable to the Fund in the form of equity securities accepted by the Fund (the “Acceptable Securities”). Securities offered for contribution to the Fund will be deposited with Investors Bank & Trust Company (the “Escrow Agent”) until the securities are either accepted by the Fund at a closing or returned to the subscriber, pursuant to the terms and conditions set forth in the Memorandum. The subscriber understands that the manager of the Fund is Eaton Vance Management (“Eaton Vance”), a Massachusetts business trust, which is a wholly-owned subsidiary of Eaton Vance Corp., a publicly-held holding company traded on the New York Stock Exchange, and that the investment adviser of the Fund is Boston Management and Research (“BMR” or the “Investment Adviser”), a Massachusetts business trust registered as an investment adviser under the Investment Advisers Act of 1940, as amended, and a wholly-owned subsidiary of Eaton Vance. The subscriber further understands that Eaton Vance Distributors, Inc. (“EVD” or the “Placement Agent”) is the Fund’s placement agent in connection with the offering of Shares, that EVD may appoint sub-placement agents that are member firms of the National Association of Securities Dealers, Inc. or that are banks, and that the entity designated as sub-placement agent on the cover of this subscription booklet (the “Designated Sub-Placement Agent”) has been appointed as a sub-placement agent.

II.  Acknowledgment of Receipt

      The subscriber hereby acknowledges receipt of a copy of the Memorandum and the Limited Liability Company Agreement of the Fund as it may be amended and supplemented through the date hereof (the “Limited Liability Company Agreement”), which were received by the subscriber prior to executing this Subscription Agreement. Terms used herein but not defined shall have the meanings assigned thereto in the Memorandum.

III.  Acceptance of Subscription

      The Fund has the right to reject this subscription in whole or in part at any time prior to acceptance at a closing of the Fund if it is determined that the subscriber does not meet the shareholder qualifications set forth in the Memorandum, or if the Investment Adviser, in its sole discretion, considers the deposited securities or a portion thereof inappropriate for investment in Tax-Managed Growth Portfolio (the “Portfolio”) or considers such rejection in the best interest of the Fund or the Portfolio. This Subscription Agreement will be deemed to be accepted by the Fund only when signed by Eaton Vance. The subscriber’s securities will be held by the Escrow Agent until the securities are either accepted by the Fund at a closing or returned to the subscriber, pursuant to the terms and conditions set forth in the Memorandum.

      The Fund may issue Shares and admit shareholders of the Fund (“Shareholders”) at any time during the offering period. The offering is expected to continue through September 30, 2000, but may be terminated earlier or extended at the discretion of the Placement Agent.

      All dividends, other distributions and other rights in respect of deposited securities (other than stock splits) which are “ex” such distributions or “ex” such rights at the close of business on the day preceding the closing at which such securities are contributed on the principal market on which such securities are traded will belong to the depositing subscriber and will be returned to the subscriber upon such closing. All such distributions and rights and stock issued as the result of stock dividends in respect of contributed securities which thereafter go “ex” shall be delivered to the Fund by the Shareholder forthwith upon receipt from the issuing corporation. If the Shareholder fails to deliver distributions or rights which go “ex” thereafter, the Fund will discharge the Shareholder’s obligation to make such delivery by redeeming that number of such Shareholder’s full and fractional Shares as is equal in value to the undelivered distributions or rights and by applying the redemption proceeds to reimburse the Fund.

IV. Adoption of Limited Liability Company Agreement

      The subscriber adopts, agrees and accepts to be bound by all of the terms and conditions of the Limited Liability Company Agreement and, by execution of this Subscription Agreement, the subscriber grants a power of attorney to Eaton Vance and the officers and the trustee of Eaton Vance to execute the Limited Liability Company Agreement on behalf of such subscriber.

V. Understandings

        The subscriber understands that:

A.	The Shares are being offered in reliance on an exemption from registration provided by Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). No federal or state agency or regulatory authority has made any finding or determination as to the fairness of the offering for public investment, or any recommendation or endorsement of the Shares.
B.	The Shares are subject to the restrictions on transferability and resale set forth in the Memorandum and the Limited Liability Company Agreement. The Shares have not been and will not be registered under the Securities Act and may not be transferred or resold unless an exemption from such registration is available. Other than transfers to the Fund in a redemption, transfers of Shares are expressly prohibited without the consent of Eaton Vance, which consent may be withheld in its sole discretion. No transfer of Shares will be permitted that would, in the opinion of counsel to the Fund, result in the Fund being required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, Shares may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws, pursuant to registration or exemption therefrom.
C.	The Fund has not been and will not be registered under the 1940 Act. The Fund may not admit more than 100 Shareholders unless each Shareholder at the time of purchase is a “qualified purchaser” as defined in Section 2(a)(51)(A) of the 1940 Act and the rules thereunder.
D.	Except as provided under state securities laws, this subscription is irrevocable except that (i) the subscriber’s execution and delivery of this Subscription Agreement will not constitute an agreement between the Fund and the subscriber until this Subscription Agreement is accepted on behalf of the Fund and, if not so accepted, the subscriber’s subscription and obligations hereunder will terminate and (ii) the subscriber may withdraw all or a portion of this subscription at any time prior to the conclusion of the period designated for review of the Inspection Report distributed to the subscriber (the “Inspection Period”), which period will continue until at least the close of business on the third business day after distribution of the Inspection Report. The Fund may reject all or a portion of this subscription at any time prior to its acceptance at a closing if it is determined that the subscriber does not meet the Shareholder qualifications set

	forth in the Memorandum, or if the Investment Adviser, in its sole discretion, considers the deposited securities or a portion thereof inappropriate for investment in the Portfolio or considers such rejection to be in the best interest of the Fund or the Portfolio.
E.	The payment for Shares for which the subscriber has subscribed will be effected by transferring Acceptable Securities of one or more issuers to the Fund. The exchange value of Acceptable Securities will be determined by or on behalf of the Investment Adviser as of the close of business on the business day immediately before each closing. The exchange value of readily marketable securities not subject to restriction on their disposition will be their market value. The exchange value of securities that are subject to restrictions on transfer (“Restricted Securities”) will be at a discount to the market value of freely tradable securities of the same class in the principal market in which such securities are normally traded. See “Determination of Net Asset Value and Valuation of Assets” in the Memorandum. The selling commission applicable to each subscriber, if any, will be subtracted from the exchange value of Acceptable Securities in determining the number of Shares to be issued to such subscriber.
F.	The securities delivered herewith will be held in escrow for release therefrom only at the time and in the manner and subject to the conditions specified under “Terms of the Offering” in the Memorandum. If (i) a closing does not occur after the deposit of securities by the subscriber, (ii) the subscriber withdraws all or a portion of this subscription at any time prior to the conclusion of the Inspection Period, or (iii) the Fund rejects all or a portion of this subscription prior to acceptance at a closing, then all or a portion, as the case may be, of the securities delivered herewith will be returned forthwith with dividends, if any, actually earned and received thereon. The subscriber’s securities will be returned to the account of the subscriber with the Designated Sub-Placement Agent unless the Escrow Agent is instructed differently by the subscriber. If this subscription is accepted in whole or in part and all other conditions are satisfied, the securities the subscriber has deposited which are so accepted will be invested in the Fund as a capital contribution and the subscriber will be admitted to the Fund as a Shareholder in accordance with the terms of the Memorandum and the Limited Liability Company Agreement.
G.	No assurance has been given (and no assurance is implied) by the Fund, the Investment Adviser, Eaton Vance, the Placement Agent, the Designated Sub-Placement Agent or any person on their behalf that the Fund or the Portfolio will meet their investment objectives or generate a positive return.

VI.   Representations and Warranties

      The subscriber hereby represents and warrants to each of the Fund, the Investment Adviser, Eaton Vance, the Placement Agent and the Designated Sub-Placement Agent that:

A.

The subscriber has not relied upon the Fund, the Investment Adviser, Eaton Vance, the Placement Agent or the Designated Sub-Placement Agent for any federal, state or local tax advice or for any accounting, investment or legal advice in connection with the subscriber’s purchase of Shares and the subscriber has relied only upon the subscriber’s own advisers with respect to the federal, state or local tax and the accounting, investment, legal and other aspects of an investment in the Fund.

B.

The subscriber is acquiring the Shares for the subscriber’s own account for investment, and not for the account of others or with a view to distribution within the meaning of the Securities Act. The subscriber shall not transfer, sell, alienate, pledge or otherwise encumber, assign or otherwise dispose of all or any part of the subscriber’s Shares unless the subscriber complies with all of the terms and conditions of transfer set forth in the Limited Liability Company Agreement and with the Securities Act and applicable state securities laws. Notwithstanding the

	foregoing, the subscriber shall not transfer any Shares except to a transferee who, in the opinion of counsel to the Fund, is a qualified purchaser as defined in Section 2(a)(51) of the 1940 Act and the rules thereunder or is deemed to be a qualified purchaser under Rule 3c-6 under the 1940 Act.
C.	The subscriber qualifies as an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act and meets the Shareholder qualification standards set forth in the Memorandum for the reasons set forth in the Purchaser Questionnaire completed by the subscriber in connection with this subscription.
D.	The subscriber owns sufficient investments (as defined herein) to be a “qualified purchaser” as defined in Section 2(a)(51)(A) of the 1940 Act. A qualified purchaser is (i) any natural person who owns not less than $5,000,000 in investments; (ii) any company that owns not less than $5,000,000 in investments that is exclusively owned directly or indirectly by or for two or more natural persons related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations or trusts established by or for the benefit of such persons; (iii) any trust not covered by clause (ii) that was not formed for the specific purpose of acquiring Shares, as to which the trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a person described in clause (i), (ii) or (iv); or (iv) any person, acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis not less than $25,000,000 in investments. The Securities and Exchange Commission (the “SEC”) has adopted Rule 2a51-1 which defines terms relevant to establishing qualified purchaser status. This Rule will be used by the Fund to determine whether a prospective Shareholder is a qualified purchaser.
E.	The subscriber understands that the reinvestment of any distribution in additional Shares of the Fund constitutes a representation and warranty by the subscriber, as at the date of such reinvestment, that the subscriber is then and continues to be a qualified purchaser as defined in Section 2(a)(51)(A) of the 1940 Act and the rules thereunder. If the subscriber ceases to be a qualified purchaser, the subscriber shall give prompt written notice of such event to the Fund and shall thereafter take all distributions from the Fund in cash and will not reinvest such distributions in additional Shares.
F.	The subscriber has a high degree of financial sophistication and is in a position to evaluate the tax risks of exchanging securities for Shares of the Fund and the risks associated with investment pools that do not have the protections afforded by the 1940 Act.
G.	The subscriber is aware that the subscriber’s ability to resell or transfer Shares is limited. The subscriber recognizes that an investment in the Fund involves certain risks and the subscriber is fully cognizant of and understands all of the terms, risks and merits related to a purchase of Shares, including those set forth under the captions “Risk Factors” and “Federal Income Tax Consequences” in the Memorandum. The subscriber has such knowledge and experience in financial and business matters generally as to be capable of evaluating the merits and risks of an investment in the Fund.

H.	The securities deposited by the subscriber are free and clear of liens and encumbrances and are not and will not be subject to any legal or contractual restrictions upon their sale or other transfer except as fully and accurately disclosed in the subscriber’s Purchaser Questionnaire. No legal opinions were given at the time that the deposited securities were acquired by the subscriber or in connection with the acquisition of such securities by the subscriber other than the legal opinions of which copies have been attached to the subscriber’s Purchaser Questionnaire.
I.	The subscriber has received and carefully read and understood the terms of the Memorandum and the Limited Liability Company Agreement, and the Fund has made available to the subscriber all other information that the subscriber has requested relating to an investment in the Fund, has afforded the subscriber the opportunity to discuss this investment and to ask questions and has provided answers to all of the subscriber’s questions concerning the offering. In evaluating the suitability of an investment in the Fund, the subscriber has not relied upon any representations or other information (whether oral or written) made by the Fund, the Investment Adviser, Eaton Vance, the Placement Agent or the Designated Sub-Placement Agent, or any person acting on their behalf, other than as set forth in the Memorandum or the Limited Liability Company Agreement.
J.	The subscriber has personally furnished the subscriber information set forth in the subscription documents, such information is complete and accurate, and the Fund, the Investment Adviser, Eaton Vance, the Placement Agent and the Designated Sub-Placement Agent are justified in relying upon such information. The subscriber will notify the Fund, the Investment Adviser, Eaton Vance, the Placement Agent and the Designated Sub-Placement Agent immediately if prior to or following the closing at which the subscriber is admitted as a Shareholder there is any material change in the information furnished in the Purchaser Questionnaire. The subscriber will make such additional representations and warranties and furnish such information regarding investment experience, securities holdings, financial position and financial sophistication as the Investment Adviser, Eaton Vance, the Placement Agent or the Designated Sub-Placement Agent may reasonably require. The Fund, the Investment Adviser, Eaton Vance, the Placement Agent and Designated Sub-Placement Agent may rely on facsimile information.

VII. Certification of Taxpayer Identification Number

      The subscriber hereby certifies under penalties of perjury that (i) the information set forth in the subscription documents as to the subscriber’s citizenship is true and correct and, (ii) the social security or taxpayer identification number set forth in the Purchaser Questionnaire is correct, or the subscriber has applied, or will apply, for such a number and will provide it to the Fund within sixty days after the execution hereof. The subscriber hereby certifies under penalties of perjury that the subscriber is not subject to backup withholding because either (a) the subscriber is exempt from backup withholding, (b) the subscriber has not been notified by the Internal Revenue Service that the subscriber is subject to backup withholding as a result of a failure to report all interest or dividends or (c) the Internal Revenue Service has notified the subscriber that the subscriber is no longer subject to backup withholding.

VIII. Certification of Subscriber Information Provided in Purchaser Questionnaire

      Recognizing that the Fund, BMR, Eaton Vance, the Placement Agent and the Designated Sub-Placement Agent will rely upon the information, the subscriber hereby represents to the Fund, BMR, Eaton Vance, the Placement Agent and the Designated Sub-Placement Agent that the subscriber or the subscriber’s duly authorized representative has personally furnished the information set forth in the Purchaser Questionnaire included in these subscription documents, that such information is complete and accurate, and that the Fund, BMR, Eaton Vance, the Placement Agent, the Designated Sub-Placement Agent and any additional sub-placement agents of the Placement Agent are justified in relying upon such information. The subscriber will notify the Fund, BMR, Eaton Vance, the Placement Agent and the

Designated Sub-Placement Agent immediately if, prior to or following the closing at which the subscriber is admitted as a Shareholder, there is any change in the information furnished in the Purchaser Questionnaire. In addition, the subscriber represents that all representations and warranties contained in the Purchaser Questionnaire are true and correct. The Purchaser Questionnaire is incorporated by reference in, and made a part of, this Subscription Agreement.

      The subscriber further certifies that (i) any cash or other investments included by the subscriber on Schedule 2 of the Purchaser Questionnaire are held solely for investment purposes and are not held for personal purposes; (ii) any such cash is not held as a reserve for working capital or current or anticipated expenses; (iii) any physical commodities included on Schedule 2 of the Purchaser Questionnaire are not used in a trade or business; and (iv) any real estate included on Schedule 2 of the Purchaser Questionnaire is not used as a residence, as a place of business or in connection with a trade or business.

IX. Power of Attorney

      The subscriber (hereinafter referred to in this section as the “Shareholder”) hereby constitutes and appoints Eaton Vance and each officer and the trustee of Eaton Vance, and each of them, as such Shareholder’s true and lawful agent and attorney-in-fact with full power of substitution, and with power to act in such Shareholder’s name and on such Shareholder’s behalf, to make, execute and deliver, swear to, acknowledge, file, and record (i) the Limited Liability Company Agreement, and amendments and supplements thereto or restatements thereof adopted pursuant to the provisions thereof (including but not limited to any such amendment required upon the admission of a successor or substitute manager or a substitute or additional Shareholder, or the making of withdrawals of capital, the continuation of the Fund, the formation of a successor limited liability company or other successor entity or the doing of any act requiring the amendment of the Limited Liability Company Agreement under the laws of the State of Delaware and any such amendment relating to a successor limited liability company or other successor entity) and, upon termination of the Fund (or its successor), the articles of agreement of dissolution, as and if the same may be required by the law, (ii) any certificate or document required or permitted to be filed on behalf of the Fund pursuant to the Limited Liability Company Act of the State of Delaware (or any successor act), and any and all certificates or documents as necessary to qualify or continue the Fund as a limited liability company or other entity wherein the shareholders or members thereof have limited liability in the states where the Fund may be conducting activities, and all instruments which effect a change or modification of the Fund in accordance with the Limited Liability Company Agreement, (iii) any certificate of fictitious name, if required by law, (iv) any documents containing any investment representations and/or representations relating to the citizenship, residence and tax status required by any state or federal law or regulation, and (v) such other certificates, documents or instruments as may be required under the laws of the State of Delaware or the Commonwealth of Massachusetts or any other jurisdiction, or by any regulatory agency, as Eaton Vance may deem necessary or advisable, in each case having full power and authority to execute such instruments on the Shareholder’s behalf, whether or not such Shareholder consented to or approved such action; provided, however, that none of the foregoing acts shall increase the liability of any Shareholder beyond that expressly set forth in the Limited Liability Company Agreement.

      The power of attorney granted herein is a special power of attorney coupled with an interest and is irrevocable, shall survive the death or incompetency of a Shareholder, may be exercised by the attorney-in-fact by signature on behalf of any or all Shareholders and shall survive the delivery of an assignment by a Shareholder of the whole or any portion of such Shareholder’s economic interest in the Fund, except that where the assignee, donee or other transferee of any such interest has been approved for admission to the Fund as a substituted Shareholder pursuant to the provisions of the Limited Liability Company Agreement, the power of attorney shall survive the delivery of such assignment solely for the purpose of enabling the attorney-in-fact to execute, acknowledge, and file any instrument necessary to effect such substitution.

      Each Shareholder hereby gives and grants to such Shareholder’s said attorney under this Power of Attorney full power and authority to do and perform each and every act and thing whatsoever requisite, necessary or appropriate to be done in or in connection with this Power of Attorney as fully to all intents and purposes as such Shareholder might or could do if personally present, hereby ratifying all that such Shareholder’s said attorney shall lawfully do or cause to be done by virtue of this Power of Attorney.

      The existence of this Power of Attorney shall not preclude execution of any such instrument by such Shareholder individually on any such matter. A person dealing with the Fund may conclusively presume and rely on the fact that any such instrument executed by such agent and attorney-in-fact is authorized, regular and binding without further inquiry.

X. Delivery of Securities to Escrow Agent

      The subscriber hereby delivers the securities listed in the Purchaser Questionnaire to the Escrow Agent, to be deposited in escrow in accordance with the terms and conditions set forth in the Escrow Agreement between the Fund and the Escrow Agent, this Subscription Agreement and the Memorandum.

      The subscriber understands that, unless the subscriber requests otherwise, all dividends and rights in respect of the securities held by the Escrow Agent to which the subscriber is entitled as described in the Memorandum will be delivered to the subscriber at the address of record set forth in the Purchaser Questionnaire. In the event that the subscriber’s subscription is rejected, the subscriber withdraws the subscription or a closing does not occur after the deposit of securities by the subscriber, the subscriber’s securities will be delivered to the account of the subscriber with the Designated Sub-Placement Agent unless the Escrow Agent is instructed differently by the subscriber.

XI. Indemnification

      The subscriber will indemnify and hold harmless the Fund, the Investment Adviser, Eaton Vance, the Placement Agent, the Designated Sub-Placement Agent, any additional sub-placement agent of the Placement Agent and each Shareholder of the Fund in respect of all claims, actions, demands, losses, costs, expenses and damages resulting from any inaccuracy in the information provided by the subscriber in the subscription documents or in any of the representations contained in this Subscription Agreement or from any breach of any of the subscriber’s warranties contained in this Subscription Agreement.

XII. Miscellaneous

A.

Failure by the Fund to exercise any right or remedy under this Subscription Agreement or any other agreement between the Fund and the subscriber, or delay by the Fund in exercising the same, shall not operate as a waiver. No waiver by the Fund shall be effective unless it is in writing and signed by Eaton Vance on behalf of the Fund.

B.

This Subscription Agreement shall be binding upon the subscriber, the subscriber’s heirs, representatives and assigns, and shall inure to the benefit of the Fund, the Investment Adviser, Eaton Vance, the Placement Agent, the Designated Sub-Placement Agent and their respective successors and assigns. In the event that any provision of this Subscription Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

C. Notices required or permitted to be given under this Subscription Agreement or the other subscription documents shall be in writing and shall be deemed to be sufficiently given when sent by facsimile or by registered or certified United States mail, postage prepaid, or by recognized overnight courier, addressed, in the case of BMR, Eaton Vance or the Fund, to The Eaton Vance Building, 255 State Street, Boston, MA, 02109, Attn: James L. O’Connor, (facsimile number 617-482-3836) or, in the case of the subscriber, to the subscriber’s address of record set forth in the Purchaser Questionnaire.

      THIS SUBSCRIPTION AGREEMENT AND ALL QUESTIONS RELATING TO ITS VALIDITY, INTERPRETATION, PERFORMANCE AND ENFORCEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THEREOF).

      IN MAKING AN INVESTMENT DECISION, PROSPECTIVE SHAREHOLDERS MUST RELY ON THEIR OWN EXAMINATION OF THE FUND AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SHARES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE PRIVATE PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

      OTHER THAN TRANSFERS TO THE FUND IN A REDEMPTION, TRANSFERS OF SHARES ARE EXPRESSLY PROHIBITED UNDER THE TERMS OF THE LIMITED LIABILITY COMPANY AGREEMENT WITHOUT THE CONSENT OF EATON VANCE, WHICH CONSENT MAY BE WITHHELD IN ITS SOLE DISCRETION. NO TRANSFER OF SHARES WILL BE PERMITTED THAT WOULD, IN THE OPINION OF COUNSEL TO THE FUND, RESULT IN THE FUND BEING REQUIRED TO BE REGISTERED UNDER THE 1940 ACT. IN ADDITION, SHARES MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

      IN WITNESS WHEREOF, the subscriber or the undersigned on behalf of the subscriber has executed this Subscription Agreement this      day of                 . The Internal Revenue Service does not require your consent to any provision of this Subscription Agreement other than the certifications required to avoid back-up withholding.

Individual subscribers sign here:

(SIGNATURE OF SUBSCRIBER)	(SIGNATURE OF SUBSCRIBER)
(Print Name of Subscriber)	(Print Name of Subscriber)

The individual(s) authorized to sign on behalf of a subscriber that is a
corporation, partnership, trust, limited liability company or other entity sign here:

(SIGNATURE OF INDIVIDUAL SIGNING	(Print Name and Title of Individual
ON BEHALF OF SUBSCRIBER)	Signing on behalf of Subscriber)
(SIGNATURE OF INDIVIDUAL SIGNING	(Print Name and Title of Individual
ON BEHALF OF SUBSCRIBER)	Signing on behalf of Subscriber)
(SIGNATURE OF INDIVIDUAL SIGNING	(Print Name and Title of Individual
ON BEHALF OF SUBSCRIBER)	Signing on behalf of Subscriber)

        To be completed by the Fund:

Accepted as of this ___ day of _________, ______.

BELMAR CAPITAL FUND LLC

By: EATON VANCE MANAGEMENT
       as Manager

By: _______________________________
        (Authorized Signature)

ALL SUBSCRIBERS
MUST DATE AND SIGN EX-6 4 w52882ex6.htm FORM OF SUBSCRIPTION AGREEMENT, DATED 08/12/2000

EXHIBIT 6

MEADOWBROOK EQUITY FUND III, LLC
(a New York limited liability company)

SUBSCRIPTION AGREEMENT

Meadowbrook Equity Fund III, LLC
c/o Bessemer Trust Company, N.A.
630 Fifth Avenue, 39th Floor
New York, New York 10111

      Re: Meadowbrook Equity Fund III, LLC
             Issuance of Limited Liability Company Interests

—>	Name(s) of Subscriber(s):
—>	Tax I.D. Number:
—>	Type of Investor: (please check one)

Individual	Trust
Partnership	Tenants in Common
Limited Liability Company	Joint Tenants
Corporation	Other – Specify:

Name of Person(s) exercising investment discretion for Subscriber
(trustee, fiduciary, or advisor, etc.                      

—>	Residence or Principal Place of
	Business Address:
		Name
		Name
		Number and Street — Post Office Box
		City                                State                   ZIP
		Attn:
		Telephone:
		Facsimile:

—>	Mailing Address, if Different:
		Name
		Name
		Number and Street — Post Office Box
		City                                State                   ZIP
		Attn:
		Telephone:
		Facsimile:

Ladies and Gentlemen:

      The offer and sale of limited liability company membership interests (“Interests”) in Meadowbrook Equity Fund III, LLC, a New York limited liability company (the “Fund”), to each investor (the “Investor”) is not being registered under the Securities Act of 1933, as amended (the “Securities Act”), but rather is being made privately by the Fund pursuant to the private placement exemption from registration provided in Section 4(2) of the Securities Act and Rule 506 of Regulation D (“Regulation D”) promulgated thereunder by the Securities and Exchange Commission (the “SEC”) on the basis of the Confidential Private Placement Memorandum of the Fund dated April 2000, as the same may be updated or modified from time to time (the “Memorandum”). (Capitalized terms not otherwise defined herein have the meaning specified in the Memorandum.)

      The information requested in this Subscription Agreement is needed in order to ensure compliance with the appropriate regulations and to determine (1) whether an investment in the Fund by the Investor is suitable in light of the Investor’s financial position, (2) whether the Investor qualifies as an “accredited investor” as defined in Regulation D and/or has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment and (3) whether the Investor is a “qualified purchaser” under Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “1940 Act”).

      The Investor also understands and agrees that, although the Fund will use its best efforts to keep the information provided in the answers to this Subscription Agreement strictly confidential, the Fund may present this Subscription Agreement and the information provided in answers to it to such parties as it deems advisable if called upon to establish the availability under any applicable law of an exemption from registration of the Interests or if the contents thereof are relevant to any issue in any action, suit, or proceeding to which the Fund is a party or by which it is or may be bound.

      The Investor realizes that this Subscription Agreement does not constitute an offer by the Fund to sell Interests but is merely a request for information.

      The Investor hereby agrees as follows:

I. SUBSCRIPTION FOR AN INTEREST

      (A) The Investor agrees to become a member of the Fund (a “Member”) and in connection therewith subscribes to invest, as provided herein, the securities and any amount of cash in the Fund as specified in Exhibit 1 below (such securities and cash collectively, the “Subscription Assets”), in each case on the terms provided for herein and in the Memorandum and in the Operating Agreement of the Fund (the “Operating Agreement”). The Subscription Assets will be applied to purchase that number (rounded to four decimal places) of Interests in the Fund as is equal to the fair market value of Investor’s subscription determined as of the close of business on the day prior to the date on which Investor is admitted to the Fund as a Member (net of placement fees attributable to the subscription and Subscriber’s share of offering expenses, each calculated as set forth in the Memorandum), divided by $10,000.

      (B) Subject to the terms and conditions set forth in the Memorandum, Investor is required to contribute to the capital of the Fund a minimum of $2,000,000 (or such lesser amount not less than $1,000,000 as the manager of the Fund (the “Manager”), in its sole discretion, may accept), consisting of equity securities acceptable to the Manager (“Acceptable Securities”) and, if so desired by the Investor, cash.

      All cash dividends and rights to subscribe for stock in respect of deposited securities that are “ex” such dividends or “ex” such rights at the close of business on the day preceding the day on which the Acceptable Securities are contributed to the Fund in exchange for Interests shall belong to Investor. All such dividends and rights in respect of Investor’s Acceptable Securities that thereafter go “ex” shall be delivered to the Fund by Subscriber forthwith upon receipt from the issuing corporation. The same procedure shall apply to stock issued as a result of stock dividends, stock splits and similar events. Interest actually earned prior to the Closing on any cash deposited by Investor with the escrow agent (the “Escrow Agent”) will be returned to Investor promptly after the Closing.

      (C) The Investor acknowledges that the securities and any cash to be contributed to the Fund pursuant to this Agreement will be delivered initially to the Escrow Agent, who will hold such securities and cash in escrow for the separate account of the Investor until the Closing. In the event the exchange is not consummated (or if the Investor withdraws all or part of investor’s subscription by notice delivered to the Manager not later than the seventh day after the mailing by the Manager to the Investor of the Inspection Report), the deposited securities and any contributed cash (together with any interest actually earned on such cash) will be returned to Subscribers without charge. While deposited securities are held in escrow, ownership of such securities will remain vested in the Subscribers, which will be entitled to exercise all of their rights as owners of such securities, including voting, dividend and subscription rights.

      (D) The Investor understands and agrees that the Fund reserves the right to reject this subscription for Interests for any reason or no reason, in whole or in part, and at any time prior to acceptance thereof. Upon acceptance of this subscription by the Fund and the exchange of Subscription Assets for Interests, the Investor shall be a Member. The Investor hereby agrees that by its execution of this Subscription Agreement and upon acceptance hereof by the Fund, it shall become a party to the Operating Agreement (subject, in any case, to the Manager’s discretion to accept or reject at any time prior to the Closing securities offered for contribution and to the right of the Investor to withdraw all or part of Investor’s subscription by notice delivered to the Manager not later than the seventh day after the mailing to Investor by the Manager of the Inspection Report). The Investor shall sign and date the Member signature pages to the Operating Agreement attached hereto and promptly return them to the Fund.

II. FEE AND EXPENSE CONTRIBUTIONS

      The Investor agrees that, at the time of the Investor’s admission to the Fund as a Member, the Fund, on behalf of the Members, will pay placement fees to the Placement Agent for each subscription of Interests, to the extent such payments are permissible under applicable Blue Sky laws. In addition, the Fund, on behalf of the Investors, will pay or reimburse the offering and organizational expenses of the Fund. The placement fees and offering expenses will be deducted prior to determining the number of Interests to be issued to Members at the closing.

III. ELIGIBILITY REPRESENTATIONS OF THE INVESTOR

(A)       GENERAL: (Initial one and complete blanks)

—>		(1) If the Investor is a partnership, corporation, limited liability company, trust or other legal entity, it is organized under the laws of: __________________________________ and has its principal place of
	(Initial)	business in: ______________________________; or

—>
(Initial) (2) If the Investor is an individual or beneficial ownership of the Investor is held by an individual, such individual is of legal age and is a resident of:____________

—> Has the Investor ever invested in investment partnerships or other investment funds, venture capital funds, arbitrage transactions, real estate syndications, research and development companies, equipment leasing programs, oil and gas drilling programs, or other non-marketable or restricted securities?

Yes       No         

—> Indicate the frequency of the Investor’s investments in non-marketable securities: (circle appropriate answer)

Often Seldom

—>	The individual(s) making the investment decision on behalf of the Investor is (are):
	Is the Investor an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), an individual retirement account or annuity, a governmental plan, a foreign plan, a church plan or otherwise a “benefit plan investor” (as defined in 29 C.F.R. Section 2510.3-101(f))?

Yes          No      

Please provide the following information regarding the Investor (if an individual) or the person making the investment decision on behalf of the Investor (if an entity):

—>	Employment Information:
	Name and address of employer:
	Telephone:

—> Describe the person’s occupation and any other business connections reflecting knowledge and experience of financial matters (e.g., service on boards of directors, professional licenses, etc.):

—> Does such person have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks associated with investing in the Fund?

Yes       No         

(B)  ACCREDITED INVESTOR STATUS:

Initial all appropriate spaces on the following pages indicating the basis upon which the Investor qualifies as an accredited investor under Regulation D.

For Individual Investors Only

—>	__________ (Initial)	(1) I certify that I am an accredited investor because I have an individual net worth, or my spouse and I have a combined net worth, in excess of $1,000,000. For purposes of this questionnaire, “net worth” means the excess of total assets at fair market value, including home2, home furnishings and automobiles, over total liabilities.
—>	__________ (Initial)	(2) I certify that I am an accredited investor because I had individual income (exclusive of any income attributable to my spouse) of more than $200,000 in each of the past two years, or joint income with my spouse of more than $300,000 in each of those years, and I reasonably expect to reach the same income level in the current year.

For Corporations, Limited Liability Companies or Partnerships

—>	__________ (Initial)	(3) The Investor hereby certifies that it is an accredited investor because it has total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the securities offered.
—>	__________ (Initial)	(4) The Investor hereby certifies that it is an accredited investor because all of its equity owners are accredited investors. The Manager, in its sole discretion, may request information regarding the basis on which such equity owners are accredited.

For Trusts

—> __________
(Initial) (5) The Investor hereby certifies that it is an accredited investor because it is a trust with total assets in excess of $5,000,000, was not formed for the specific purpose of acquiring the securities offered, and its purchase is directed by a sophisticated person. As used in the foregoing sentence, a “sophisticated person” is one who has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of the prospective investment.

²   Notwithstanding anything to the contrary herein, for purposes of determining “net worth,” the principal residence owned by an individual shall be valued either at (i) cost, including the cost of improvements, net of current encumbrances upon the property, or (ii) the appraised value of the property as determined upon a written appraisal used by an institutional lender making a loan to the individual secured by the property, including the cost of subsequent improvements, net of current encumbrances upon the property. “Institutional lender” means a bank, savings and loan company, industrial loan company, credit union or personal property broker or a company whose principal business is as a lender of loans secured by real property and which has such loans receivable in the amount of $2,000,000 or more.

—>	__________ (Initial)	(6) The Investor hereby certifies that it is an accredited investor because it is (i) a bank as defined in Section 3(a)(2) of the Securities Act, a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, (ii) acting in a fiduciary capacity and (iii) subscribing for the purchase of the securities being offered on behalf of a trust account or accounts.
—>	__________ (Initial)	(7) The Investor hereby certifies that it is an accredited investor because it is a revocable trust that may be amended or revoked at any time by the grantors thereof and all of the grantors are accredited investors. The Manager, in its sole discretion, may request information regarding the basis on which such equity owners are accredited.

For Banks, Savings and Loans and Similar Institutions

—> __________
(Initial) (8) The Investor hereby certifies that it is an accredited investor because it is a bank as defined in Section 3(a)(2) of the Securities Act acting in its individual capacity.

For Insurance Companies

—> __________
(Initial) (9) The Investor hereby certifies that it is an accredited investor because it is an insurance company as defined in Section 2(13) of the Securities Act.

(C)  QUALIFIED PURCHASER STATUS:

Initial all appropriate spaces on the following pages indicating the basis upon which the Investor qualifies as a qualified purchaser under the 1940 Act.

For Individual Investors Only

—> __________
(Initial) (1) I certify that I am a qualified purchaser because I own not less than $5,000,000 in investments,³ (for spouses purchasing jointly, both spouses’ investments may be included).

³   As used herein, “Investments” include any of the following (net of any outstanding borrowings used to purchase the investment):

(1)	Debt, equity or other securities issued by any issuer that is not “controlled” by you (and if you are an entity rather than a natural person, does not control you and is not under common control with you). Generally speaking, if you own less than 25% of the voting securities of an issuer, it is not controlled by you.
(2)	Securities of any issuer, even if you “control” it, if the issuer is within any of (a), (b) or (c) below:

(a) The issuer is an “investment vehicle” of any of the following types:

(i)	An “investment company” as defined in the 1940 act, such as a mutual fund, closed-end investment company, unit investment trust (“UIT”) or insurance company separate account, registered under the 1940 Act, a foreign investment company regardless of whether registered under the 1940 Act, or an investment company that has received an exemption from registration under Section 6(c) of the 1940 Act.
(ii)	A private investment fund excluded from the definition of “investment company” by virtue of Section 3(c)(1) or 3(c)(7) of the 1940 Act (such as a hedge fund, private investment partnership or private investment limited liability company).
(iii)	A commodity pool.
(iv)	A pool of asset-backed securities exempt under SEC 1940 Act Rule 3a-7 (such as a trust that invests in credit card or other consumer receivables or loans).
(v)	A common trust fund maintained by a bank or trust company.
(vi)	A domestic bank, savings and loan association or savings bank, insurance company, broker-dealer, consumer loan company, commercial factoring company, or a holding company engaged primarily directly or through subsidiaries in the aforementioned businesses.
(vii)	A foreign bank or foreign insurance company.
(viii)	A fund or pool that invests primarily in interests in real estate or mortgages, such as a REIT or real estate investment partnership.
(ix)	A public utility company subject to regulation under the Public Utility Holding Company Act.

(b)

The issuer is a public company that files reports with the U.S. Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (which includes, among others companies, any company whose shares are traded on any U.S. securities exchange or NASDAQ), or has a class of securities that are listed for trading on a “designated offshore securities market” as defined in Regulation S (17 CFR 230.902(a)).

(c)

The issuer has shareholders’ equity of at least $50 million as reflected in the company’s most recent financial statements, which must be as of a date within 16 months before the date of your subscription to the Fund.

(3)	Real estate, commodity futures and options contracts, physical commodities, and other financial contracts (such as swap agreements), if held for investment purposes. Such assets held for your personal use, or for use in your trade or business, are not considered held for “investment purposes” unless your primary business is being a professional investor or trader in the type of asset and you are holding it for that purpose.
(4)	Cash and cash equivalents held for investment purposes (including bank deposits, certificates of deposit, U.S. or foreign currency, bankers acceptances, and similar bank instruments, and cash surrender value of insurance polices, if held for investment purposes).
(5)	If you, the Investor, are a commodity pool, or a private investment company exempt under section 3(c)(1) or 3(c)(7) of the 1940 Act, any amount payable to you under binding commitments of your investors.

For “Family” Corporations, “Family” Trusts, “Family” Foundations, “Family” Endowments, or “Family” Partnerships

—> __________
(Initial) (2) The Investor hereby certifies that it is a qualified purchaser because:

(a) it was not formed for the specific purpose of investing in the Fund; and

(b) it owns not less than $5,000,000 in investments (net of any borrowings by its beneficial owners used to acquire these investments); and

(c) it is owned directly or indirectly by or for (i) two or more natural persons who are related as (A) siblings or spouse (including former spouses), or (B) direct lineal descendants by birth or adoption, (ii) spouses of such persons, (iii) the estates of such persons, or (iv) foundations, charitable organizations or trusts established by or for the benefit of such persons.

For other Trusts

—> __________
(Initial) (3) The Investor hereby certifies that it is a qualified purchaser because:

(a) it was not formed for the specific purpose of investing in the Fund; and

(b) the trustee or other authorized person making decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a person described in items (1), (2) or (4) of this Item.

For Other Entities

—> _________
(Initial) (4) The Investor hereby certifies that it is a qualified purchaser because:

(a) it was not formed for the specific purpose of investing in the Fund; and

(b) it is an entity, acting for its own account or the accounts of other qualified purchasers, which in the aggregate owns and invests on a discretionary basis, not less than $25,000,000 in investments.

For Any Entities That Are Unable to Initial Any of Items (2), (3) or (4)

—> _________
(Initial) (5) The Investor hereby certifies that each beneficial owner of the Investor’s securities is a “qualified purchaser” as described in this item III(C). The Fund, in its sole discretion, may request information regarding the basis on which such beneficial owners are “qualified purchasers.”

Note: In determining whether the $5 million or $25 million thresholds are met, investments can be valued at cost or fair market value as of a recent date. If investments have been acquired with indebtedness, the amount of the indebtedness must be deducted in determining whether the threshold has been met.

Plus, For All Investors Other Than Individuals

(initial either (6) or (7))

(Please note in answering this question that if Investor is an entity and has a substantial portion of its assets invested in securities in its broadest sense, it is likely to be an “investment company” unless excepted from the definition thereof)

—>	_________ (initial)	(6)	The Investor is not an entity that is excepted from the definition of an “investment company” under the Company Act pursuant to Section 3(c)(1) or Section 3(c)(7) thereof (a “3(c)(1)/3(c)(7) Company”); or
—>	_________ (initial)	(7)	The Investor is a 3(c)(1)/(3)(c)(7) Company and has obtained any and all consents required to be treated as a Qualified Purchaser under Section 2(a)(51)(C) of the 1940 Act and the rules thereunder.

                        D)  NON-FOREIGN STATUS:

For Individuals

—> __________
(Initial) (1) The Investor hereby certifies under penalties of perjury that it is not a nonresident alien for purposes of income taxation (as such term is defined in the Code and Income Tax Regulations).

For Entities

—> __________
(Initial) (2) The Investor hereby certifies under penalties of perjury that it is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Code and Income Tax Regulations).

                   (E)  GENERAL

For All Investors

—> __________
(Initial) (1) The Investor hereby agrees that if any of the information in these Subscription Documents changes, the Investor will notify the Manager within 60 days thereof. The Investor understands that the information contained in Item III(D) may be disclosed to the Internal Revenue Service by the Fund.

IV. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

      (A) The Investor will not sell, hypothecate, dispose of or otherwise transfer the Interests without registration under the Securities Act or an exemption therefrom and except as permitted by the Operating Agreement, and fully understands and agrees that it must bear the economic risk of its investment for an indefinite period of time because, among other reasons, the Interests have not been registered under the Securities Act or under the securities laws of certain states and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of such states or an exemption from such registration is available. The undersigned understands that the Fund is under no obligation to register the Interests on its behalf or to assist it in complying with any exemption from such registration under the Securities Act. It also understands that sales or transfers of the Interests are further restricted by the provisions of the Operating Agreement and state securities laws. It further understands that the Fund is not registered as an investment company under the 1940 Act, in reliance upon an exemption from such registration, and that the requirements of such exemption also limit the types of persons to whom Interests may be transferred.

      (B) The Investor has received and read a copy of the Memorandum outlining, among other things, the organization and investment objectives and policies of, and the risks and expenses of an investment in, the Fund. The Investor acknowledges that in making a decision to subscribe for Interests, the Investor has relied solely upon the Memorandum, the Operating Agreement and independent investigations made by the Investor. The Investor understands the investment objectives and policies of, and the investment strategies that may be pursued by, the Fund. The Investor’s investment in the Interest is consistent with the investment objectives and objectives and cash flow requirements of the Investor and will not adversely affect the Investor’s overall need for diversification and liquidity. The Investor has not reproduced, duplicated or delivered the Memorandum or this Subscription Agreement to any other person, except professional advisors to the Investor or as instructed by the Manager.

      (C) The securities to be deposited pursuant to this Subscription Agreement are free and clear of liens, encumbrances and adverse claims and are not subject to any legal or contractual restrictions on their sale other than as disclosed in the Letter of Transmittal submitted by Investor with respect to such securities (or attachments to such Letter of Transmittal), and Investor will take all action necessary to ensure, and will deliver to the Manager such information as is deemed necessary or appropriate by the Manager to assure the Manager that the transfer of such securities to the Fund at the Closing is not in violation of the Securities Act or any state “blue sky” laws or any regulations promulgated thereunder. Investor acknowledges and agrees that, if the securities to be contributed by Investor are “Restricted Securities,” as defined in the Memorandum, the Fund is acquiring such securities for the Fund’s own account for investment and not with a view to distribution or resale thereof.

      (D) Investor owns, on the date hereof, at least the number of shares of each class of security listed in the table included in Exhibit 1 below as is set forth opposite such class in such table, and Investor will not sell or otherwise dispose of or transfer any such shares on or after the date hereof and on or prior to the Closing if, after giving effect to such sale, disposition or transfer, the number of shares of such class then owned by Investor would be less than the number set forth opposite such class in such table.

      (E) Investor understands that the Manager will not make the final determination as to the Acceptable Securities and Qualified Assets and that the Subscription Assets are subject to change hereunder, until the close of business on the day before the Closing.

      (F) The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of the Investor’s investment in the Interest and is able to bear such risks, and has obtained, in the Investor’s judgment, sufficient information from the Fund or its authorized representatives to evaluate the merits and risks of such investment. The Investor has evaluated the risks of investing in the Fund and has determined that an investment in the Fund is a suitable investment for the Investor. The Investor has not utilized any other person as a purchaser representative in connection with evaluating such merits and risks.

      (G) The Investor is aware that Interests may not be liquidated readily in cases of emergency and that because of the nature of the Fund’s investments, it is expected that the Fund will generate little or no near-term cash flow for the Fund’s investors. The Investor has adequate means of providing for the Investor’s current needs and possible personal contingencies and has no need for liquidity of this investment and can afford the loss of the entire amount for which such Investor is subscribing.

      (H) The Investor is acquiring the Interests subscribed for herein for its own account, for investment purposes only and not with a view to distribute or resell such Interests in whole or in part.

      (I) The Investor understands that the Fund will not register as an investment company under the 1940 Act, and that for purposes of the provisions of Section 3(c)(7) thereof, does not presently propose to make a public offering of its securities. The Investor understands that the Fund complies with Section 3(c)(7) of the 1940 Act, which permits private investment companies (such as the Fund) to sell their interests, on a private placement basis, to an unlimited number of qualified purchasers. The Investor represents and warrants that it is an “accredited investor” within the meaning of Rule 501(a) of Regulation D of the Securities Act and a “qualified purchaser” as defined in the 1940 Act. The Investor understands that, for this reason, the Manager will offer Interests only to investors that it believes will meet the definition of a qualified purchaser. The Investor represents that:

	(1)    it is holding the Interests for its own account and not for the account of any other person; and
	(2) if an entity, it was not formed for the purpose of investing in the Fund and does not invest more than
40% of its total assets in the Fund; and
	(3) if an entity, the Investor’s shareholders, partners, beneficiaries or members are not permitted to opt in or
out of particular investments made by the Investor, and each such person participates in investments made by the Investor pro rata in accordance with its interest in the Investor.

      (J) The Investor agrees and is aware that:

	(1) the Fund has a limited financial and operating history; and
	(2) no Federal or state agency has passed upon the Interests or made any findings or determination as to the
fairness of this investment.

      (K) If a corporation, trust, partnership, estate, or other entity, Investor is duly formed, organized, or incorporated and in good standing under the laws of its jurisdiction of formation, organization or incorporation. The execution, delivery and performance by the Investor of this Subscription Agreement and the Operating Agreement, and the subscription of and purchase of Interests hereunder are within the powers of the Investor, have been duly authorized and will not constitute or result in a breach or default under, or conflict with, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor is a party or by which the Investor is bound, and, if the Investor is not an individual, will not

violate any provisions of the constitutional documents of the Investor. The signatures on this Subscription Agreement and the Operating Agreement are genuine, and the signatory, if the Investor is an individual, has legal competence and capacity to execute the same, or, if the Investor is not an individual, the signatory has been duly authorized to execute the same, and this Subscription Agreement and the Operating Agreement constitute legal, valid and binding obligations of the Investor, enforceable in accordance with their respective terms.

      (L) The Investor acknowledges and agrees that in addition to the payment by the Fund to the Manager of the Management Fee for each quarter, the Fund will also pay directly or reimburse the Manager for certain costs and expenses related to the Fund’s operations.

      (M) The Investor understands that Arnold & Porter acts as counsel to the Fund, the Manager, the Placement Agent, and their respective affiliates. The Investor also understands that, unless otherwise agreed in writing between the Investor and Arnold & Porter, in connection with this offering of Interests and subsequent advice to the Fund, Arnold & Porter will not be representing investors in the Fund, including the Investor, and no independent counsel has been retained to represent investors in the Fund.

      (N) The Investor understands and agrees that the information provided by the Investor herein will be relied upon by the Fund, the Manager, the Escrow Agent and the Placement Agent.

      V. GENERAL

      (A) The Investor agrees to indemnify and hold harmless the Fund, the Manager, the Escrow Agent, the Placement Agent, their respective members, officers, directors, employees and agents, and each other person, if any, who controls or is controlled by any of the foregoing within the meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage, cost and expense whatsoever (including, but not limited to, legal fees and disbursements and any and all other expenses whatsoever reasonably incurred in investigating, preparing for or defending against any litigation, arbitration proceeding, or other action or proceeding, commenced or threatened, or any claim whatsoever) arising out of or in connection with, or based upon or resulting from, (a) any false representation or warranty or breach or failure by the Investor to comply with any covenant or agreement made by the Investor in this Subscription Agreement or in any other document furnished by the Investor to any of the foregoing in connection with this transaction or (b) any action for securities law violations instituted by the Investor that is finally resolved by judgment against the Investor.

      (B) The Investor, as principal, hereby appoints the Manager as its true and lawful representative and attorney-in-fact, in its name, place and stead to make, execute, sign, acknowledge, swear to and file:

	(1) any limited liability company certificate, business certificate, fictitious name certificate, amendment
thereto, or other instrument or document of any kind necessary or desirable to accomplish the business, purpose and objectives of the Fund, or required by any applicable Federal, state, or local or foreign law;

	(2) the Operating Agreement of the Fund and any amendment duly approved as provided therein; and
	(3) any and all instruments, certificates and other documents that may be deemed necessary or desirable to
effect the winding-up and termination of the Fund.

      This power of attorney is coupled with an interest, is irrevocable, and shall survive and shall not be affected by the subsequent death, disability, incompetency, termination, bankruptcy, insolvency or dissolution of the Investor; provided, however, that this power of attorney will terminate upon the substitution of another Member for all of the Investor’s investment in the Fund in accordance with the Operating Agreement.

      (A) If any provision of this Subscription Agreement is invalid or unenforceable under any applicable law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such applicable law. Any provision hereof that may be held invalid or unenforceable under any applicable law or in any particular instance shall not affect the validity or enforceability of any other provisions hereof or of such provision in any other instance, and to this extent the provisions hereof shall be severable.

      (B) Failure by the Fund to exercise any right or remedy under this Subscription Agreement or any other agreement between the Fund and the Investor, or delay by the Fund in exercising the same, shall not operate as a waiver. No waiver by the Fund shall be effective unless it is in writing and signed by the Manager on behalf of the Fund.

      (C) Notices required or permitted to be given under this Subscription Agreement shall be in writing and shall be deemed to be sufficiently given when sent by registered or certified United States mail, postage prepaid, addressed to the party for whom intended at the address of such party set forth in or specified for purposes of the Operating Agreement.

      (D) This Subscription Agreement is not transferable or assignable by Subscriber.

      (E) This Subscription Agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed and construed in accordance with the laws of the State of New York and the New York Limited Liability Company Law, without giving effect to conflict of law principles (except insofar as affected by the state securities or “blue sky” laws of the jurisdiction in which the offerings described herein have been made). The Investor understands that this Subscription Agreement (i) shall be binding upon the Investor and the Investor’s legal representatives, successors and assigns and shall inure to the benefit of the Fund, its successors and assigns; (ii) shall survive the Investor’s admission as a Member of the Fund; (iii) shall, if the Investor consists of more than one person, be the joint and several obligations of all such persons; and (iv) may be executed by the Investor and accepted by the Fund in one or more counterparts, each of which shall be an original and all of which together shall constitute one instrument.

VI. ADDITIONAL INFORMATION AND SUBSEQUENT CHANGES IN THE FOREGOING REPRESENTATIONS

      The Manager may request from the Investor such additional information as it may deem necessary to evaluate the eligibility of the Investor to acquire an Interest, and may request from time to time such information as it may deem necessary to determine the eligibility of the Investor to hold Interests or to enable the Manager to determine the Fund’s compliance with applicable regulatory requirements or tax status, and the Investor shall provide such information as may reasonably be requested.

      Each person acquiring Interests must satisfy the foregoing both at the time of subscription and at all times thereafter until such person ceases to be a Member of the Fund. Accordingly, the Investor agrees to notify the Manager promptly if there is any change with respect to any of the foregoing

information or representations and to provide the Manager with such further information as the Manager may reasonably require.

      THE SECURITIES OFFERED HEREBY ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF BESSEMER TRUST COMPANY, N.A. OR ANY OTHER BANK, ARE NOT GUARANTEED BY BESSEMER TRUST COMPANY, N.A. OR ANY OTHER BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY, AND INVOLVE 1NVESTMENT RISKS, 1NCLUDING POSSIBLE LOSS OF PRINCIPAL INVESTED.

      IN WITNESS WHEREOF, the Investor has executed this Subscription Agreement as of the date set forth below, and with respect to the information disclosed in Item III(D) of this Subscription Agreement, has executed this Subscription Agreement under penalties of perjury.

Date:
For Individual Investors:	For Investors other than Individuals:
Signature	(Please Print or Type Name of Investor)
	By:
(Please Print or Type Name)		Signature (1)
Signature		(Please Print or Type Name of Signatory)
		Title (1):
(Please Print or Type Name)
	By:
		Signature (2)
		(Please Print or Type Name of Signatory)
		Title (2):

ACKNOWLEDGMENT

State of            )
County of                 ) ss.:
                                          )

      On this      day of                 , before me personally appeared                 , who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to or who executed the foregoing instrument in his/her personal or authorized capacity, and who duly acknowledged to me that execution of the same is his/her own free act and deed and made with appropriate authority.

My Commission Expires:                  Notary Public                           

[Seal]

Notary:     Please complete state, county, date and names of all persons signing and affix notarial seal.

Pursuant to the Operating Agreement, the subscription is hereby accepted in the amount set forth in Exhibit 1 below and the investor is hereby admitted as a Member as of____________, 2000.

Bessemer Trust Company, N.A., as Manager
  of Meadowbrook Equity Fund III, LLC

By:________________________________
Name: _____________________________
Title:_______________________________

      IN WITNESS WHEREOF, the Investor has executed this Subscription Agreement as of the date set forth below, and with respect to the information disclosed in Item III(D) of this Subscription Agreement, has executed this Subscription Agreement under penalties of perjury.

Date:
For Individual Investors:	For Investors other than Individuals:
Signature	(Please Print or Type Name of Investor)
	By:
(Please Print or Type Name)		Signature (1)
Signature		(Please Print or Type Name of Signatory)
		Title (1):
(Please Print or Type Name)
	By:
		Signature (2)
		(Please Print or Type Name of Signatory)
		Title (2):

ACKNOWLEDGMENT

State of                              )
County of                           ) ss.:
                                          )

      On this      day of                       , before me personally appeared                       , who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to or who executed the foregoing instrument in his/her personal or authorized capacity, and who duly acknowledged to me that execution of the same is his/her own free act and deed and made with appropriate authority.

My Commission Expires:                        Notary Public                                 

[Seal]

Notary:    Please complete state, county, date and names of all persons signing and affix notarial seal.

Pursuant to the Operating Agreement, the subscription is hereby accepted in the amount set forth in Exhibit 1 below and the investor is hereby admitted as a Member as of____________, 2000.

Bessemer Trust Company, N.A., as Manager
  of Meadowbrook Equity Fund III, LLC

By:________________________________
Name: _____________________________
Title:_______________________________

EXHIBIT 1 TO

SUBSCRIPTION AGREEMENT

SUBSCRIPTION ASSETS

      The Subscription Assets consist of the following⁴, subject to change as provided below:

      (a) Cash: $______________________

      (b) Acceptable Securities, as follows:

Security Name	Number of Shares	Fair Market Value
and Trading Symbol		as of Date Hereof 5

If the aggregate fair market value, as of the date of deposit with the Escrow Agent, of the Subscription Assets is less than $2,000,000 (or such lesser amount not less than $1,000,000 as the Manager, in its sole discretion, may accept), Subscriber will either (a) deposit with the Escrow Agent (i) cash in an amount equal to such deficit or (ii) if the Manager agrees, additional Acceptable Securities having a fair market value on the date of deposit with the Escrow Agent equal to such deficit, or (b) withdraw Subscriber’s subscription, unless the Manager agrees to accept the subscription notwithstanding such deficit.

_________________
⁴ Aggregate fair market value of the Subscription Assets, as of the close of business on the date of deposit with the Escrow Agent, must be at least $2,000,000 (or such lesser amount not less than $1,000,000 as the Manager, in its sole discretion, may accept).

⁵ For purposes of this table, Subscriber should use the fair market value of all securities (including Restricted Securities), determined as provided in the Memorandum, assuming no transfer restrictions exist thereon.

SCHEDULE A TO
SUBSCRIPTION AGREEMENT

Certain Supplemental Investor Suitability Information

Part I is to be completed by individual Investors. Part II is to be completed by Investors that are corporations, partnerships, limited liability companies, trusts or other entities.

Part I. Individual Investors (to be completed by all Investors that are individuals)

—>	1.      Does the amount of your subscription to the Fund represent more than 10% of your net worth (excluding home and related mortgages, home furnishings and automobiles)?
	Yes( )      No(  )
—>	2.      I (am) (am not) an associated person of a securities broker-dealer (circle appropriate answer)
	If yes, please list the name of the securities broker-dealer(s)
	__________________________________________
	__________________________________________
—>	3.      My present individual net worth, or my joint net worth with my spouse, is determined as follows:

		Value
Liquid Assets:
	Cash, bank deposits, money market funds, other money market instruments	$________
	Other marketable debt securities and fixed-income funds	$________
	Marketable equity securities and public equity funds	$________
	Other liquid assets	$________
Retirement Assets (Do not include on above list)
	(e.g., IRA, 401(k) plan, Keogh plan, etc.)	$________
Illiquid Assets
	Restricted or illiquid securities & private investment funds, insurance policies	$________
	Real estate investment (not including homes)	$________
	Homes, furnishings, automobiles	$________
Other Assets:		$________
Total Assets:		$________

Liabilities:
	Unfunded capital commitments to investment pools	$
	Home mortgages	$
	Other liabilities	$
Total Liabilities		$

—>	4.		Miscellaneous Information:
		1.	Within the past two years, have you made a general assignment for the benefit of creditors, been in receivership or filed or had filed against you a petition in bankruptcy?
			Yes(  )       No (  )
		2.	Are there any lawsuits outstanding or threatened against you, or are there any claims against you that could materially affect your net worth as reported in this Schedule? If yes, please provide details on a separate sheet attached to this Schedule.
			Yes(  )      No (  )
		3.	Do you anticipate financial circumstances within the next 12 years under which you would require the principal of your investment in the Fund?
			Yes(  )      No (  )

Part II. Investors that are Corporations, Partnerships, Limited Liability Companies, Trusts or other
Entities (not Individuals)

—> The net worth of the Investor is determined as follows:

		Value
Liquid Assets:
	Cash, bank deposits, money market funds, other money market instruments	$________________
	Other marketable debt securities and fixed-income funds	$________________
	Marketable equity securities and public equity funds	$________________
	Other liquid assets	$________________
Illiquid Assets
	Restricted or illiquid securities & private investment funds, insurance policies	$________________
	Real estate investments	$________________
Other Assets:		$________________
Total Assets:		$________________
Liabilities:
	Unfunded capital commitment to investment pools	$________________
	Other debt	$________________
	Other liabilities	$________________
Total Liabilities		$________________

      If a revocable grantor type trust, the Investor hereby certifies to the Fund, the Manager and its Placement Agent that the amount of the Investor’s subscription to the Fund does not represent more than 10% of the combined net worths (excluding homes and related mortgages, home furnishings and automobiles) of the Investor’s equity owners.

EX-7 5 w52882ex7.htm POWER OF ATTORNEY

EXHIBIT 7

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Reef C. Ivey, II as the undersigned’s true and lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned any and all Forms 3, 4, or 5, Schedule 13D, or Form 144, or other applicable forms, together with any amendments thereto (the “Forms”), regarding the undersigned’s ownership of, and any transactions in or changes in beneficial ownership of, the equity securities of any class of Smithfield Foods, Inc. (the “Company”), in accordance with Sections 13 or 16(a) of the Securities Exchange Act of 1934, and the rules thereunder, or the Securities and Exchange Commission’s Rule 144 under the Securities Act of 1933, as it or they may be amended from time to time;
(2)	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms, or any amendment thereto, and file the same with the Securities and Exchange Commission and any stock exchange or similar authority; and,
(3)	take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to the Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

      The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Sections 13 or 16 of the Securities Exchange Act of 1934, Rule 144 under the Securities Act of 1933, or any other provision of or rule under either of those Acts.

      This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such Forms with respect to the undersigned’s beneficial ownership of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30^th day of August, 2001.

/s/ Wendell H. Murphy          (SEAL)
Wendell H. Murphy

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Reef C. Ivey, II as the undersigned’s true and lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned any and all Forms 3, 4, or 5, Schedule 13D, or Form 144, or other applicable forms, together with any amendments thereto (the “Forms”), regarding the undersigned’s ownership of, and any transactions in or changes in beneficial ownership of, the equity securities of any class of Smithfield Foods, Inc. (the “Company”), in accordance with Sections 13 or 16(a) of the Securities Exchange Act of 1934, and the rules thereunder, or the Securities and Exchange Commission’s Rule 144 under the Securities Act of 1933, as it or they may be amended from time to time;
(2)	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms, or any amendment thereto, and file the same with the Securities and Exchange Commission and any stock exchange or similar authority; and,
(3)	take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to the Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

      The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Sections 13 or 16 of the Securities Exchange Act of 1934, Rule 144 under the Securities Act of 1933, or any other provision of or rule under either of those Acts.

      This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such Forms with respect to the undersigned’s beneficial ownership of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30^th day of August, 2001.

/s/ Wendell H. Murphy, Jr.          (SEAL)
Wendell H. Murphy, Jr.

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Reef C. Ivey, II as the undersigned’s true and lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned any and all Forms 3, 4, or 5, Schedule 13D, or Form 144, or other applicable forms, together with any amendments thereto (the “Forms”), regarding the undersigned’s ownership of, and any transactions in or changes in beneficial ownership of, the equity securities of any class of Smithfield Foods, Inc. (the “Company”), in accordance with Sections 13 or 16(a) of the Securities Exchange Act of 1934, and the rules thereunder, or the Securities and Exchange Commission’s Rule 144 under the Securities Act of 1933, as it or they may be amended from time to time;
(2)	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms, or any amendment thereto, and file the same with the Securities and Exchange Commission and any stock exchange or similar authority; and,
(3)	take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to the Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

      The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Sections 13 or 16 of the Securities Exchange Act of 1934, Rule 144 under the Securities Act of 1933, or any other provision of or rule under either of those Acts.

      This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such Forms with respect to the undersigned’s beneficial ownership of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30^th day of August, 2001.

/s/ Wendy M. Crumpler          (SEAL)
Wendy M. Crumpler

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Reef C. Ivey, II as the undersigned’s true and lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned any and all Forms 3, 4, or 5, Schedule 13D, or Form 144, or other applicable forms, together with any amendments thereto (the “Forms”), regarding the undersigned’s ownership of, and any transactions in or changes in beneficial ownership of, the equity securities of any class of Smithfield Foods, Inc. (the “Company”), in accordance with Sections 13 or 16(a) of the Securities Exchange Act of 1934, and the rules thereunder, or the Securities and Exchange Commission’s Rule 144 under the Securities Act of 1933, as it or they may be amended from time to time;
(2)	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms, or any amendment thereto, and file the same with the Securities and Exchange Commission and any stock exchange or similar authority; and,
(3)	take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to the Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

      The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Sections 13 or 16 of the Securities Exchange Act of 1934, Rule 144 under the Securities Act of 1933, or any other provision of or rule under either of those Acts.

      This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such Forms with respect to the undersigned’s beneficial ownership of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30^th day of August, 2001.

/s/ Harry D. Murphy          (SEAL)
Harry D. Murphy

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Reef C. Ivey, II as the undersigned’s true and lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned any and all Forms 3, 4, or 5, Schedule 13D, or Form 144, or other applicable forms, together with any amendments thereto (the “Forms”), regarding the undersigned’s ownership of, and any transactions in or changes in beneficial ownership of, the equity securities of any class of Smithfield Foods, Inc. (the “Company”), in accordance with Sections 13 or 16(a) of the Securities Exchange Act of 1934, and the rules thereunder, or the Securities and Exchange Commission’s Rule 144 under the Securities Act of 1933, as it or they may be amended from time to time;
(2)	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms, or any amendment thereto, and file the same with the Securities and Exchange Commission and any stock exchange or similar authority; and,
(3)	take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to the Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

      The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Sections 13 or 16 of the Securities Exchange Act of 1934, Rule 144 under the Securities Act of 1933, or any other provision of or rule under either of those Acts.

      This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such Forms with respect to the undersigned’s beneficial ownership of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30^th day of August, 2001.

/s/ Marc D. Murphy          (SEAL)
Marc D. Murphy

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Reef C. Ivey, II as the undersigned’s true and lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned any and all Forms 3, 4, or 5, Schedule 13D, or Form 144, or other applicable forms, together with any amendments thereto (the “Forms”), regarding the undersigned’s ownership of, and any transactions in or changes in beneficial ownership of, the equity securities of any class of Smithfield Foods, Inc. (the “Company”), in accordance with Sections 13 or 16(a) of the Securities Exchange Act of 1934, and the rules thereunder, or the Securities and Exchange Commission’s Rule 144 under the Securities Act of 1933, as it or they may be amended from time to time;
(2)	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms, or any amendment thereto, and file the same with the Securities and Exchange Commission and any stock exchange or similar authority; and,
(3)	take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to the Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

      The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Sections 13 or 16 of the Securities Exchange Act of 1934, Rule 144 under the Securities Act of 1933, or any other provision of or rule under either of those Acts.

      This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such Forms with respect to the undersigned’s beneficial ownership of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30^th day of August, 2001.

/s/ Stratton K. Murphy          (SEAL)
Stratton K. Murphy

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Reef C. Ivey, II as the undersigned’s true and lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned any and all Forms 3, 4, or 5, Schedule 13D, or Form 144, or other applicable forms, together with any amendments thereto (the “Forms”), regarding the undersigned’s ownership of, and any transactions in or changes in beneficial ownership of, the equity securities of any class of Smithfield Foods, Inc. (the “Company”), in accordance with Sections 13 or 16(a) of the Securities Exchange Act of 1934, and the rules thereunder, or the Securities and Exchange Commission’s Rule 144 under the Securities Act of 1933, as it or they may be amended from time to time;
(2)	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms, or any amendment thereto, and file the same with the Securities and Exchange Commission and any stock exchange or similar authority; and,
(3)	take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to the Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

      The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Sections 13 or 16 of the Securities Exchange Act of 1934, Rule 144 under the Securities Act of 1933, or any other provision of or rule under either of those Acts.

      This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such Forms with respect to the undersigned’s beneficial ownership of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30^th day of August, 2001.

/s/ Joyce M. Norman          (SEAL)
Joyce M. Norman

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Reef C. Ivey, II as the undersigned’s true and lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned any and all Forms 3, 4, or 5, Schedule 13D, or Form 144, or other applicable forms, together with any amendments thereto (the “Forms”), regarding the undersigned’s ownership of, and any transactions in or changes in beneficial ownership of, the equity securities of any class of Smithfield Foods, Inc. (the “Company”), in accordance with Sections 13 or 16(a) of the Securities Exchange Act of 1934, and the rules thereunder, or the Securities and Exchange Commission’s Rule 144 under the Securities Act of 1933, as it or they may be amended from time to time;
(2)	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms, or any amendment thereto, and file the same with the Securities and Exchange Commission and any stock exchange or similar authority; and,
(3)	take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to the Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

      The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Sections 13 or 16 of the Securities Exchange Act of 1934, Rule 144 under the Securities Act of 1933, or any other provision of or rule under either of those Acts.

      This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such Forms with respect to the undersigned’s beneficial ownership of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30^th day of August, 2001.

/s/ Angela N. Brown          (SEAL)
Angela N. Brown

  -----END PRIVACY-ENHANCED MESSAGE-----

EX-5

ex5

EX-6

ex6

EX-7

ex7