-----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, Be5ke4b7LmJ9XpfzJHQZLOagBJl6dDP/JDe/oRpT7A61v3+1mguG3TNnRpBfJNSM LL4q6XD3wbYTyVn0hb5ikg== 0001123292-05-000102.txt : 20050215 0001123292-05-000102.hdr.sgml : 20050215 20050215172700 ACCESSION NUMBER: 0001123292-05-000102 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050211 FILED AS OF DATE: 20050215 DATE AS OF CHANGE: 20050215 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: MURPHY WENDELL H CENTRAL INDEX KEY: 0000904450 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15321 FILM NUMBER: 05618355 BUSINESS ADDRESS: STREET 1: P.O. 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 2005-02-11 0000091388 SMITHFIELD FOODS INC SFD 0000904450 MURPHY WENDELL H P.O. BOX 1087 ROSE HILL NC 28458 1 0 1 0 Variable prepaid forward contract (put equivalent position) 2005-02-11 4 J 0 3443 A Common Stock 3443 3443 I By LLC Variable prepaid forward contract (put equivalent position) 2005-02-11 4 J 0 780 A Common Stock 780 780 I By LLC Variable prepaid forward contract (put equivalent position) 2005-02-11 4 J 0 780 A Common Stock 780 780 I By LLC See attachment On February 11, 2005, Jr. LLC, which is wholly owned by Sr. LLC, entered into a prepaid variable forward contract with Buyer ("Contract 2"). The terms of Contract 2 are identical to the Contract, except that Contract 2 related to 77,952 shares and Jr. LLC received a cash payment of $1,733,063.10. On February 11, 2005, WMC LLC, which is wholly owned by Sr. LLC, entered into a prepaid variable forward contract with Buyer ("Contract 3"). The terms of Contract 3 are identical to Contract 2. Remarks: The reporting person may be deemed to be a member of a "group" with Wendell H. Murphy, Jr., Harry D. Murphy, 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 murphywendell021505.htm Harry Murphy attachment 

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


 (1)     The  Reporting  Person owns the Class A limited  liability  company
interests of WHM-SR  Legacy LLC ("Sr. LLC"),  which provide the Reporting
Person with voting and dispositive  power over and a 1% pecuniary  interest in
the shares of Smithfield  Foods Inc. common stock ("Common  Stock") owned by Sr.
LLC, WHM-JR Legacy LLC ("Jr. LLC") and WMC Legacy LLC ("WMC LLC"). The Reporting
Person disclaims  beneficial  ownership of the shares of Common Stock held by
Sr. LLC except to the extent of the Reporting  Person's 1% pecuniary  interest.
On February 11, 2005,  Sr. 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 Sr. LLC to deliver to the Buyer up to 344,236  Common  Shares
(or an  equivalent  amount of cash,  if elected by Sr. 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,  Sr. LLC  received a cash payment of  $7,653,205.94  as of the
date of entering  into the Contract.  Sr. LLC pledged  344,236  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.  Sr. 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),
         Sr. 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"),  Sr. 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,  Sr. LLC would  deliver to the Buyer a
         number of shares  determined  by  reference  to a formula  specified
         in the contract  that  would  result in Sr.  LLC being  obligated  to
         deliver fewer than the number of Pledged Shares.
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