-----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, RwZQexwUG27TMuKQibzjR7sNxfZaScDdnj4bQkOkFHK6KQh8F5QvotXOStLtuyPT M1GqMIdY9ZoFhU+V1dHS2w== 0001123292-05-000108.txt : 20050215 0001123292-05-000108.hdr.sgml : 20050215 20050215175157 ACCESSION NUMBER: 0001123292-05-000108 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: MINCHEW JOYCE M CENTRAL INDEX KEY: 0001255069 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15321 FILM NUMBER: 05618503 BUSINESS ADDRESS: BUSINESS PHONE: 910 289 6439 MAIL ADDRESS: STREET 1: PO 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 0001255069 MINCHEW JOYCE M 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 1704 A Common Stock 1704 1704 I By LLC See attachment Remarks: The reporting person may be deemed to be a member of a "group" with Wendell H. Murphy, Wendell H. Murphy, Jr., Wendy M. Crumpler, Harry D. Murphy, 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 minchewjoyce021505.htm Joyce Minchew Attachment 
(1)     The  Reporting  Person owns the Class A limited  liability  company
interests of JM Legacy LLC ("JM 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 JM LLC. The
Reporting Person disclaims beneficial ownership of the shares of Common Stock
held by JM LLC except to the extent of the  Reporting  Person's 1%  pecuniary
interest.  On February 11, 2005, JM 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 JM LLC to
deliver to the Buyer up to 170,340 Common Shares (or an  equivalent amount of
cash, if elected by JM 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,  JM LLC received a cash
payment of $3,787,073.69 as of the date of entering into the Contract.  JM LLC
pledged 170,340 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.  JM 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:

o        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), JM LLC will
         deliver to the Buyer the entire amount of Pledged Shares;

o        If the price per share of the Common Shares on the Maturity Date is
         between the Floor Price and $55.7359 (the "Cap Price"), JM 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;

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