-----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, RxcdbiRzMfCOgqHrpn+KhwPIW5YPeBMY2D7W7acXB5XWaWcuaQ/zz2XBHbsbeBNY +lXA9DEes7cCSk7KR6+QZQ== 0001123292-05-000101.txt : 20050215 0001123292-05-000101.hdr.sgml : 20050215 20050215172337 ACCESSION NUMBER: 0001123292-05-000101 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050211 FILED AS OF DATE: 20050215 DATE AS OF CHANGE: 20050215 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: 05618307 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 X0202 4 2005-02-11 0000091388 SMITHFIELD FOODS INC SFD 0001261297 MURPHY HARRY D P.O. BOX 1087 ROSE HILL NC 28458 0 0 1 0 Variable prepaid forward contract (put equivalent position) 2005-02-11 4 J 0 1384 A Common Stock 1384 1384 I By LLC Variable prepaid forward contract (put equivalent position) 2005-02-11 4 J 0 1384 A Common Stock 1384 1384 I By LLC See attachment On February 11, 2005, HDM/SKM LLC entered into a prepaid variable forward contract with Buyer ("Contract 2"). The terms of Contract 2 are identical to the Contract. Remarks: 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. /s/ Mark Roberts, Attorney-in-fact 2005-02-15 EX-99 2 murphyharry021505.htm Harry Murphy attachment 

Footnote 1 to Table II of Form 4 filed by Harry Murphy on February 15, 2005


 (1)     The  Reporting  Person owns the Class A limited  liability  company
interests  of HDM Legacy LLC ("HDM  Legacy  LLC"),  which provide the Reporting
Person with a 1% pecuniary  interest in the shares of Smithfield  Foods Inc.
common stock ("Common Stock") owned by HDM Legacy LLC,  HDM/MDM Legacy LLC
("HDM/MDM  LLC") and HDM/SKM Legacy LLC ("HDM/SKM  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.
The Reporting  Person  disclaims  beneficial  ownership of the shares of Common
Stock held by HDM Legacy LLC,  HDM/MDM LLC and HDM/SKM LLC except to the extent
of the  Reporting  Person's 1%  pecuniary  interest.  On February  11,  2005,
HDM/MDM LLC entered  into a prepaid variable forward contract  ("Contract")
with an unaffiliated  third party buyer ("Buyer") pursuant to a Master
Agreement dated February 11, 2005.  The Contract  obligates  HDM/MDM LLC to
deliver to the Buyer up to 138,380  Common Shares (or an equivalent  amount of
cash, if elected by HDM/MDM LLC) on the Maturity  Date of the Contract
(i.e.,  August 13, 2012,  or an earlier date if the parties  agree to
terminate the Contract  early).  In exchange for assuming this  obligation,
HDM/MDM LLC received a cash payment of $3,076,524.94 as of the date of
entering into the Contract.  HDM/MDM LLC pledged  138,380  Common Shares
(the "Pledged  Shares") to secure its  obligations under the Master  Agreement,
and retained  voting rights in the Pledged  Shares during the period of the
pledge.  HDM/MDM LLC will pay to Buyer all  dividends  received on the Pledged
Shares  during the term of  transaction.  The number of shares to be delivered
to the Buyer on the Maturity Date is to be  determined as follows,  on the
basis of prices of the Common Shares that are subject to adjustment
for events specified in the Master Agreement:

•        If the price per share of the Common Shares on the Maturity Date is
         less than or equal to $30.9644  (i.e.,  the "Initial Share Price,"
         which is the price on the date of  entering  into the  Contract),
         HDM/MDM  LLC will  deliver to the Buyer the entire amount of Pledged
         Shares;

•        If the price per share of the Common  Shares on the Maturity  Date is
         between the Floor Price and $55.7359  (the "Cap Price"), HDM/MDM LLC
         will deliver to the Buyer a number of shares  determined  by
         multiplying  the Pledged  Shares by the Floor Price, and dividing the
         resulting number by the price of the Common Shares on the Maturity
         Date;

•        If the price per share of the Common Shares on the Maturity  Date is
         greater than the Cap Price,  HDM/MDM LLC would deliver to the Buyer a
         number of shares  determined by reference to a formula  specified in
         the contract that would result in HDM/MDM LLC being obligated to
         deliver fewer than the number of Pledged Shares.
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