-----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, Cx4X9GwxxuI/OC5OlhfbNHQ2i0JmIoDCsOQ4mQvxUUKAGUMVQ1hpiOm7L13fkOi/ NIiBByUXTK5Tg5ntZZaLaw== 0001123292-06-000410.txt : 20060621 0001123292-06-000410.hdr.sgml : 20060621 20060621160141 ACCESSION NUMBER: 0001123292-06-000410 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060619 FILED AS OF DATE: 20060621 DATE AS OF CHANGE: 20060621 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: 06917485 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 2006-06-19 0000091388 SMITHFIELD FOODS INC SFD 0000904450 MURPHY WENDELL H C/O 200 COMMERCE STREET SMITHFIELD VA 23430 1 0 0 0 Variable prepaid forward contract (put equivalent position) 2006-06-19 4 J 0 174762 D 2006-06-19 Common Stock 174762 0 D Variable prepaid forward contract (put equivalent position) 2006-06-19 4 J 0 174762 A 2010-01-22 Common Stock 174762 174762 D See attachment (footnote 1). See attachment (footnote 2). Mark Roberts, Attorney-in-fact 2006-06-21 EX-99 2 murphyfootnote1.htm FOOTNOTE 1 TO TABLE II OF FORM 4 FILED BY WENDELL H. MURPHY ON JUNE 21, 2006.

Footnote 1 to Table II of Form 4 filed by Wendell H. Murphy on June 21, 2006

(1) On June 19, 2006, the reporting person settled his obligation to deliver shares of the Company’s common stock (“Common Stock) or an equivalent amount of cash (if elected by him) pursuant to a prepaid variable forward contract (“Contract”) entered into on June 19, 2003 with an unaffiliated third party buyer (“Buyer”) pursuant to a Master Agreement dated June 16, 2003.

The Contract obligated the reporting person to deliver to the Buyer up to 174,762 shares of the Company’s common stock (“Common Stock”) (or an equivalent amount of cash, if elected by him) on the Maturity Date of the Contract (i.e., June 19, 2006, 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 $3,537,103.50 as of the date of entering into the Contract. The reporting person pledged 174,762 shares of Common Stock (the “Pledged Shares”) to secure his obligations under the Master Agreement, and retained voting and dividend rights in the Pledged Shares during the period of the pledge.

The Contract provided that the number of shares (or equivalent amount of cash) deliverable by the reporting person on the Maturity Date would be determined as follows, on the basis of share prices of the Common Stock that were subject to adjustment for dividends received by the reporting person and other events specified in the Master Agreement:

•	If the price per share of Common Stock on the Maturity Date were less than or equal to $23.3713 (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;

•

If the price per share of Common Stock on the Maturity Date were between the Floor Price and $30.3827 (the “Cap Price”), the reporting person would 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 Stock on the Maturity Date;

•

If the price per share of Common Stock on the Maturity Date were 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 that would result in the reporting person being obligated to deliver fewer that the number of Pledged Shares.

On the Maturity Date, the price per share of the Common Stock was $_____. Accordingly, the reporting person delivered to the Buyer $_________, the value of ________ shares of Common Stock, pursuant to the reporting person’s election to settle his delivery obligation under the Contract in cash.

EX-99 3 murphyfootnote2.htm FOOTNOTE 2 TO TABLE II OF FORM 4 FILED BY WENDELL H. MURPHY ON JUNE 21, 2006.

Footnote 2 to Table II of Form 4 filed by Wendell H. Murphy on June 21, 2006

(2) On June 19, 2006, the reporting person entered into a prepaid variable forward contract (“Contract”) with an unaffiliated third party buyer (“Buyer”) pursuant to a Master Agreement dated June 19, 2003. The Contract obligated the reporting person to deliver to the Buyer up to 174,762 shares of the Company’s common stock (“Common Stock”) (or an equivalent amount of cash, if elected by him) on the Maturity Date of the Contract (i.e., ________________, 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 $__________ as of the date of entering into the Contract. The reporting person pledged 174,762 shares of Common Stock (the “Pledged Shares”) to secure his obligations under the Master Agreement, and retained voting and dividend rights in the Pledged Shares during the period of the pledge. The number of shares to be delivered to the Buyer on the Maturity Date is to be determined as follows, on the basis of share prices of the Common Stock that are subject to adjustment for dividends received by the reporting person and other events specified in the Master Agreement:

•	If the price per share of Common Stock on the Maturity Date is less than or equal to $_____ (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;

•

If the price per share of Common Stock on the Maturity Date is between the Floor Price and $____ (the “Cap Price”), the reporting person would 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 Stock on the Maturity Date;

•

If the price per share of Common Stock on the Maturity 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 that would result in the reporting person being obligated to deliver fewer than the number of Pledged Shares.

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