-----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, Qe4xOnp8oSo+di86oaHXUw1GIefOOz5wsR7cwUZKBuEIDwqaISDsWZDtW9FK4Sre ZCcKLejsX3NZjjjHEjnbLw== 0001123292-04-000301.txt : 20040702 0001123292-04-000301.hdr.sgml : 20040702 20040702102410 ACCESSION NUMBER: 0001123292-04-000301 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20040702 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MINCHEW JOYCE M CENTRAL INDEX KEY: 0001255069 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15321 FILM NUMBER: 04897532 BUSINESS ADDRESS: STREET 1: PO BOX 1087 CITY: ROSE HILL STATE: NC ZIP: 28458 BUSINESS PHONE: 910 289 6439 MAIL ADDRESS: STREET 1: PO BOX 1087 CITY: ROSE HILL STATE: NC ZIP: 28458 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2004-06-30 0000091388 SMITHFIELD FOODS INC SFD 0001255069 MINCHEW JOYCE M P.O. BOX 1087 ROSE HILL NC 28458 0 0 1 0 Put equivalent position (obligation to sell) 2004-06-30 4 J 0 95767 A Common Stock 95767 95767 D Put equivalent position (obligation to sell) 2004-06-30 4 J 0 51567 A Common Stock 51567 51567 D On June 30, 2004, the Reporting Person entered into a prepaid variable forward contract ("Contract") with an unaffiliated third party buyer ("Buyer") pursuant to a Master Agreement. The Contract obligated the Reporting Person to deliver to the Buyer up to 95,767 shares of Smithfield Foods, Inc. common stock ("Common Stock") (or an equivalent amount of cash, if elected by the Reporting Person) on the Settlement Date of the Contract, (i.e. June 30, 2007, or an earlier date if the parties agreed to terminate the Contract early). In exchange for assuming this obligation, the Reporting Person received a cash payment of $2,524,508. The Reporting Person pledged 95,767 shares of Common Stock (the "Pledged Shares") to secure her obligations under the Master Agreement, and retained voting rights in the Pledged Shares during the period of the pledge. The Reporting Person will pay to Buyer all dividends received on the Pledged Shares during the period o f the pledge. (continuation of prior footnote) The number of shares to be delivered on the Settlement Date is as follows, on the basis of the share prices of the Common Stock: (i) If the Closing Price, as determined in the Contract, on the Settlement Date is less than or equal to $29.619 (i.e., the "Floor Price," which is the price on the date of entering into the Contract), the Reporting Person would deliver to the Buyer the entire amount of Pledged Shares; (ii) If the Closing Price on the Settlement Date is between the Floor Price and $35.54 (the "Cap Price"), the Reporting Person would deliver to the Buyer a number of shares determined by reference to a formula specified in the Contract; (iii) If the Closing Price on the Settlement Date is greater than the Cap Price, the Reporting Person would deliver to the Buyer a number of shares determined by reference to a formula specified in the Contract. Also on June 30, 2004, the Reporting Person entered into a second prepaid variable forward contract ("Contract 2") with Buyer. The terms of Contract 2 are identical to the Contract, except that Contract 2 obligated the Reporting Person to deliver to Buyer up to 51,567 shares of Common Stock, the Settlement Date is June 30, 2009, the Reporting Person received a cash payment of $1,301,922, the number of shares of Common Stock pledged is 51,567, and the cap price is $38.50. The reporting person may be deemed to be a member of a "group" with Wendell H. Murphy, Wendell H. Murphy, Jr., Harry D. Murphy, Wendy Murphy Crumpler, 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) 2004-07-02 -----END PRIVACY-ENHANCED MESSAGE-----