-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NP2qe21KSrS1shw1BSKbs26dsbfqHzT2F+9URmMpjhUrhDZQVGPOrrIWkj2jIUJ1 2qQoNXd9vDLG6DoHIGMHkw== 0001123292-04-000117.txt : 20040323 0001123292-04-000117.hdr.sgml : 20040323 20040323184519 ACCESSION NUMBER: 0001123292-04-000117 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040319 FILED AS OF DATE: 20040323 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MURPHY HARRY D CENTRAL INDEX KEY: 0001261297 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15321 FILM NUMBER: 04685838 MAIL ADDRESS: STREET 1: P O BOX 1087 CITY: ROSE HILL STATE: NC ZIP: 28458 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SMITHFIELD FOODS INC CENTRAL INDEX KEY: 0000091388 STANDARD INDUSTRIAL CLASSIFICATION: MEAT PACKING PLANTS [2011] IRS NUMBER: 520845861 STATE OF INCORPORATION: VA FISCAL YEAR END: 0430 BUSINESS ADDRESS: STREET 1: 200 COMMERCE STREET STREET 2: EXECUTIVE OFFICE BUILDING CITY: SMITHFIELD STATE: VA ZIP: 23430 BUSINESS PHONE: 7573653000 MAIL ADDRESS: STREET 1: 200 COMMERCE STREET STREET 2: EXECUTIVE OFFICE BUILDING CITY: SMITHFIELD STATE: VA ZIP: 23430 FORMER COMPANY: FORMER CONFORMED NAME: LIBERTY EQUITIES CORP DATE OF NAME CHANGE: 19710221 FORMER COMPANY: FORMER CONFORMED NAME: LIBERTY REAL ESTATE TRUST DATE OF NAME CHANGE: 19661113 4 1 edgar.xml PRIMARY DOCUMENT X0201 4 2004-03-19 0000091388 SMITHFIELD FOODS INC SFD 0001261297 MURPHY HARRY D P.O. BOX 1087 ROSE HILL NC 28458 0 0 1 0 Common Stock 2004-03-16 5 G 0 27920 0 D 2859022 D Common Stock 2004-03-16 4 J 0 372080 D 2486942 D Common Stock 2004-03-16 4 J 0 500000 D 1986942 D Common Stock 2004-03-16 4 J 0 500000 D 1486942 D Common Stock 2004-03-19 4 J 0 184180 D 187900 I By HDM Legacy LLC Common Stock 2004-03-19 4 J 0 184179 D 3721 I By HDM Legacy LLC Common Stock 2004-03-19 4 J 0 247500 D 252500 I By HDM/MDM Legacy LLC Common Stock 2004-03-19 4 J 0 247500 D 5000 I By HDM/MDM Legacy LLC Common Stock 2004-03-19 4 J 0 247500 D 252500 I By HDM/SKM Legacy LLC Common Stock 2004-03-19 4 J 0 247500 D 5000 I By HDM/SKM Legacy LLC The Reporting Person transferred 13,960 shares of Smithfield Foods Inc. common stock ("Common Stock") to each of HDM/MDM Legacy Trust and HDM/SKM Legacy Trust (the "Trusts") for no consideration on March 16, 2004. Members of the Reporting Person's immediate family are beneficiaries of the Trusts. An employee of the Reporting Person had investment control as Investment Trustee of the Trusts until such person's resignation on March 8, 2004. An independent Investment Trustee was appointed on March 17, 2004. Between March 8 and March 17, 2004, a trust committee of five persons had investment control over the Trusts. The Reporting Person does not exercise investment control over the Trusts. The Reporting Person disclaims beneficial ownership of shares of Common Stock owned by the Trusts. The Reporting Person transferred 372,080 shares of Common Stock to HDM Legacy LLC, a Delaware limited liability company, in exchange for the Class A and Class B units representing 100% of the ownership interest of HDM Legacy LLC on March 16, 2004. HDM Legacy LLC was wholly owned by the Reporting Person until March 19, 2004, as described below in footnote 5. The transfer from the Reporting Person to HDM Legacy LLC was a change in the form of beneficial ownership, from direct to indirect, which is exempt from Section 16 pursuant to Rule 16a-13 under the Securities Exchange Act of 1934 (the "Act"). The Reporting Person transferred 500,000 shares of Common Stock to HDM/MDM Legacy LLC, a Delaware limited liability company, for no consideration on March 16, 2004. HDM/MDM Legacy LLC is wholly owned by HDM Legacy LLC, which was wholly owned by the Reporting Person until March 19, 2004, as described below in footnote 5. The transfer from the Reporting Person to HDM/MDM Legacy LLC was a change in the form of beneficial ownership, from direct to indirect, which is exempt from Section 16 pursuant to Rule 16a-13 under the Act. The Reporting Person transferred 500,000 shares of Common Stock to HDM/SKM Legacy LLC, a Delaware limited liability company, for no consideration on March 16, 2004. HDM/SKM Legacy LLC is wholly owned by HDM Legacy LLC, which was wholly owned by the Reporting Person until March 19, 2004, as described below in footnote 5. The transfer from the Reporting Person to HDM/SKM Legacy LLC was a change in the form of beneficial ownership, from direct to indirect, which is exempt from Section 16 pursuant to Rule 16a-13 under the Act. On March 19, 2004, the Reporting Person transferred 100%, subject to subsequent adjustment, of the Class B limited liability company interests of HDM Legacy LLC, which represent 99% of the Reporting Person's pecuniary interest in the shares of Common Stock held by HDM Legacy LLC, HDM/MDM Legacy LLC and HDM/SKM Legacy LLC. At the time of the transfer, the shares of Common Stock held directly and indirectly by HDM Legacy LLC represented approximately 90% of the value of the total assets held by HDM Legacy LLC. The HDM Legacy LLC Class B interests were transferred in two transactions (each transaction for 50% of the Class B interests, subject to subsequent adjustment) to the Trusts in exchange for two promissory notes each in the amount of $10.5 million, which amount is subject to adjustment based on a valuation prepared by an independent third party. The Reporting Person has retained all of the Class A limited liability company interests in HDM Legacy LLC, (continuation of prior footnote) which provide the Reporting Person with a 1% pecuniary interest in the shares of Common Stock held by HDM Legacy LLC and the power to transfer the Class A interests in HDM Legacy LLC and to change the manager of HDM Legacy LLC. Dispositive power over the shares of Common Stock owned by HDM Legacy LLC is held by an independent manager, as required under the HDM Legacy LLC operating agreement. This amount reflects the Reporting Person's ownership of 1% of the pecuniary interest of the shares of Common Stock owned by the limited liability company. The reporting person may be deemed to be a member of a "group" with Wendell H. Murphy, Wendell H. Murphy, Jr., Wendy Murphy Crumpler, Joyce Murphy Minchew, Stratton K. Murphy, Marc D. Murphy and Angela Norman Brown for purposes of Section 13(d) of the Exchange Act. Mark Roberts (attorney-in-fact) 2004-03-23 -----END PRIVACY-ENHANCED MESSAGE-----