-----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, L63dJiTJuhgK38sQh/nMsXnO6WbY5YZdmhsNPTWjLhZ6XQfzlsjXKKjshy1qrurE vlWcSPDwiaU/m6xmlPdr4A== 0001127264-01-500006.txt : 20010427 0001127264-01-500006.hdr.sgml : 20010427 ACCESSION NUMBER: 0001127264-01-500006 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010426 GROUP MEMBERS: SF INVESTMENTS, INC. GROUP MEMBERS: SMITHFIELD FOODS INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SMITHFIELD COMPANIES INC CENTRAL INDEX KEY: 0000835342 STANDARD INDUSTRIAL CLASSIFICATION: SAUSAGE, OTHER PREPARED MEAT PRODUCTS [2013] IRS NUMBER: 541167160 STATE OF INCORPORATION: VA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-41657 FILM NUMBER: 1612054 BUSINESS ADDRESS: STREET 1: 311 COUNTY ST STE 203 STREET 2: SMITHFIELD BLDG CITY: PORTSMOUTH STATE: VA ZIP: 23704 BUSINESS PHONE: 7573993100 MAIL ADDRESS: STREET 1: 311 COUNTY STREET STREET 2: SUITE 203 CITY: PORTSMOUTH STATE: VA ZIP: 23704 FILED BY: 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: 0427 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 COMMERCE STREET STREET 2: 999 WATERSIDE DRIVE CITY: SMITHFIELD STATE: VA ZIP: 23430 BUSINESS PHONE: 7573653000 MAIL ADDRESS: STREET 1: 900 DOMINION TOWER STREET 2: 999 WATERSIDE DRIVE CITY: NORFOLK STATE: VA ZIP: 23510 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 SC 13D/A 1 smfront.txt AMENDMENT NO. 2 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 -------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2) THE SMITHFIELD COMPANIES, INC. (Name of Issuer) COMMON STOCK, NO PAR VALUE PER SHARE (Title of Class of Securities) 832245104 (CUSIP Number) Michael H. Cole, Esq. Smithfield Foods, Inc. 200 Commerce Street Smithfield, Virginia 23430 (757) 365-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Gary E. Thompson, Esq. Hunton & Williams 951 E. Byrd Street Richmond, Virginia 23219 (804) 788-8200 April 26, 2001 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. The information required on the remainder of this cover page shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 17 Pages Exhibit Index appears on page 12. - -------------------------------------------------------------------------------- CUSIP NO. 832245104 13D Page 2 of 17 Pages - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS: Smithfield Foods, Inc. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 52-0845861 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Virginia - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 428,496 SHARES ------------------------------------------------------------ 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 428,496 ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER PERSON WITH -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 428,496 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO, HC - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CUSIP NO. 832245104 13D Page 3 of 17 Pages - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS: SF Investments, Inc. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 51-0326024 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER -- SHARES ------------------------------------------------------------ 8 SHARED VOTING POWER BENEFICIALLY -- OWNED BY ------------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING -- ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER PERSON WITH -- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 428,496 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.3% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- Reference is made to the statement on Schedule 13D, dated as of June 17, 1991, as amended by Amendment No. 1 thereto, dated as of August 22, 1991 (hereinafter collectively referred to as the "Schedule 13D"). The percentage of Common Stock reported in this amendment as being beneficially owned by SF Investments, Inc. is based upon the number of outstanding shares on February 8, 2001, as identified in the Issuer's Quarterly Report on Form 10-Q for the period ended December 31, 2000. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D. The Schedule 13D is hereby amended and supplemented on behalf of the undersigned as set forth below: Item 1. Security and Issuer. Item 1 of Schedule 13D is hereby amended by replacing the final sentence thereof with the following: The address of the principal executive offices of the Issuer is 311 County Street, Portsmouth, Virginia 23704. Item 2. Identity and Background. Item 2 of the Schedule 13D is hereby deleted in its entirety and the following is substituted in lieu thereof: This Schedule 13D is being filed jointly on behalf of the following persons (collectively, the "Reporting Persons"): (1) Smithfield Foods, Inc., a Virginia corporation ("Smithfield"), and (2) SF Investments, Inc., a Delaware corporation ("SF Investments"). The address of the principal executive office of Smithfield is 200 Commerce Street, Smithfield, Virginia 23340. Smithfield is the leading producer and marketer of fresh pork and processed meats in the United States. The address of SF Investments is 1105 N. Market St., Ste. 1112, Wilmington, Delaware 19899. SF Investments is a wholly owned subsidiary of Smithfield. To the best of Smithfield's knowledge as of the date hereof, the name, business address, present principal occupation or employment and citizenship of each executive officer and director of Smithfield, and the name, principal business address of any corporation or other organization in which such employment is conducted is set forth in Schedule I hereto. The information contained in Schedule I is incorporated herein by reference. To the best of SF Investment's knowledge as of the date hereof, the name, business address, present principal occupation or employment and citizenship of each executive officer and director of SF Investments, and the name, principal business address of any corporation or other organization in which such employment is conducted is set forth in Schedule II hereto. The information contained in Schedule II is incorporated herein by reference. 4 During the last five years, neither of the Reporting Persons nor, to the best of each Reporting Person's knowledge, any of the executive officers or directors of Smithfield listed in Schedule I hereto or SF Investments listed on Schedule II hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Item 3 of the Schedule 13D is hereby amended by adding the following thereto: In the event the transaction described in Item 4 is consummated, the funds to be used by Smithfield to acquire shares of Common Stock will be provided from internally generated funds of Smithfield. Item 4. Purpose of Transaction. Item 4 of the Schedule 13D is hereby deleted in its entirety and the following is substituted in lieu thereof: Prior to February 2001, Smithfield had no material contacts with the Issuer regarding any potential strategic transaction involving the two companies. In the ordinary course of its business, Smithfield is engaged in the evaluation of potential candidates for acquisitions and strategic transactions. In connection therewith, in late February 2001, Smithfield was contacted by the financial advisor to the Issuer, who inquired regarding Smithfield's interest in a possible strategic transaction with an unnamed company. Following Smithfield's execution of a confidentiality agreement on February 26, 2001, the Issuer's financial advisor provided Smithfield with certain information concerning the Issuer, its operations, financial results and prospects, and requested a preliminary indication of interest regarding a possible strategic transaction. On March 14, 2001, Mr. Joseph W. Luter, III, Chairman of the Board, President and Chief Executive Officer of Smithfield, advised Mr. Richard S. Fuller, President and Chief Executive Officer of the Issuer, that Smithfield was prepared to offer to acquire all of the outstanding shares of Common Stock in a merger in which each holder of Common Stock would receive $8.50 in cash per share. Mr. Luter noted that Smithfield's proposal was subject to a number of conditions, including satisfactory completion of due diligence and negotiation and execution of a mutually satisfactory merger agreement. From time to time after March 14, 2001, through April 26, 2001, representatives of Smithfield and the Issuer engaged in preliminary, non-binding discussions regarding the terms of a possible acquisition of the Issuer by Smithfield, and exchanged drafts of a proposed Agreement and Plan of Merger related thereto, which drafts reflected the continued existence of a number of unresolved issues between the parties. In addition during such period, Smithfield commenced a preliminary due diligence investigation of the Issuer, 5 including a review of its financial and operational prospects. From the evening of April 24, 2001, through mid-day on April 26, 2001, representatives of Smithfield and the Issuer engaged in several discussions regarding the results of Smithfield's preliminary due diligence investigations, and the Issuer's comments on the draft Agreement and Plan of Merger, resolving certain issues related thereto. During the afternoon of April 26, 2001: (i) Smithfield and the Issuer entered into an exclusivity agreement (the "Exclusivity Agreement") pursuant to which the parties agreed that, for a twenty (20) day period commencing on the date thereof, the parties would engage in good faith negotiations with respect to the possible acquisition of the Issuer by Smithfield, and the Issuer would not engage in any discussions with, or provide any non-public information to, any third party regarding a possible acquisition of the Issuer; and (ii) the Issuer issued a press release announced that it was engaged in exclusive discussions with Smithfield regarding the possible acquisition by Smithfield of the Issuer for cash consideration of $8.50 per share. The Exclusivity Agreement is filed as Exhibit 1 hereto and is incorporated herein by reference. Investors are cautioned that there can be no assurance that the transaction described above, or a similar transaction, will be consummated. Any such transaction would be subject to satisfactory completion of Smithfield's due diligence, negotiation and execution of a definitive merger agreement and customary closing conditions, including the approval of the holders of more than two-thirds of the outstanding shares of Common Stock of the Issuer. In the event the transaction described above is consummated, the registration of the Common Stock under the Securities Exchange Act of 1934, as amended, would be terminated and the Common Stock would no longer be eligible for quotation on the OTC Bulletin Board. Smithfield and SF Investments also anticipate that the present size and composition of the Issuer's current board of directors would be changed. Except as set forth above, Smithfield and SF Investments do not have any current plans or proposals that relate to or would result in the types of transactions set forth in paragraphs (a) through (j) of this Item 4. Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended by adding the following thereto: The information set forth or incorporated by reference in Items 2, 3 and 4 is hereby incorporated herein by reference. SF Investments is the beneficial owner of 428,496 shares of Common Stock, representing approximately 20.3% of the Common Stock issued and outstanding as of February 8, 2001. Smithfield, as the sole stockholder of SF Investments, may be deemed to beneficially own the shares directly owned by SF Investments and therefore may be deemed to beneficially own 428,496 shares, representing approximately 20.3% of Common Stock issued and outstanding as of February 8, 2001. 6 To the knowledge of the Reporting Persons, none of the directors and executive officers of the Reporting Persons beneficially own shares of Common Stock. There have been no transactions with respect to shares of Common Stock, within 60 days prior to the date hereof, by the Reporting Persons or, to the knowledge of the Reporting Persons, by any of their directors or executive officers. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect To Securities Of The Issuer. Except for the Exclusivity Agreement, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any other person with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits. Exhibit 1 Exclusivity Agreement between the Issuer and Smithfield Exhibit 2 Press Release issued by the Issuer on April 26, 2001 Exhibit 3 Joint Filing Agreement between the Reporting Persons 7 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. SMITHFIELD FOODS, INC. Date: April 26, 2001 By: /s/ C. Larry Pope ---------------------------------- Name: C. Larry Pope Title: Vice President and Chief Financial Officer After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. SF INVESTMENTS, INC. Date: April 26, 2001 By: /s/ Michael H. Cole ---------------------------------- Name: Michael H. Cole Title: Vice President 8 SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF SMITHFIELD FOODS, INC. The following table sets forth the name, business address and present principal occupation or employment of each director and executive officer of Smithfield Foods, Inc. Except as indicated below, each such person is a U.S. citizen, and the business address of each such person is 200 Commerce Street, Smithfield, Virginia 23430.
Board of Directors Name And Title Present Principal Occupation -------------- ---------------------------- Joseph W. Luter, III, President, Chief Executive Officer and Chairman of the Board Chairman of the Board; Smithfield Foods, Inc. Robert L. Burrus, Jr., General Partner; Director McGuireWoods LLP Carol T. Crawford, Visiting Professor of Law; Director George Mason University School of Law Ray A. Goldberg, Moffett Professor of Agriculture Director and Business, Emeritus, Harvard Business School George E. Hamilton, Jr., Retired; formerly President and Chief Director Operating Officer of the Smithfield Packing Company, Incorporated Wendell H. Murphy, Private Investor; formerly Chairman of the Director Board and Chief Executive Officer of Murphy Farms, Inc. William H. Prestage, Chairman of the Board and Chief Executive Officer; Director Prestage Farms, Inc. Melvin O. Wright, Advisor; Director PrimeCorp Finance
9 EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS Title and Present Name Principal Occupation ---- -------------------- Joseph B. Sebring President and Chief Operating Officer; John Morrell & Co. Lewis R. Little President and Chief Operating Officer; Lykes Meat Group, Inc. and The Smithfield Packing Company Incorporated C. Larry Pope Vice President and Chief Financial Officer; Smithfield Foods, Inc. Richard J.M. Poulson Vice President and Senior Advisor to the Chairman; Smithfield Foods, Inc. 10 SCHEDULE II DIRECTORS AND EXECUTIVE OFFICERS OF SF INVESTMENTS, INC. The following table sets forth the name, business address and present principal occupation or employment of each director and executive officer of SF Investments, Inc. Except as indicated below, each such person is a U.S. citizen, and the business address of each such person is 1105 N. Market St., Ste. 1112, Wilmington, Delaware 19899. Board of Directors Name And Title Present Principal Occupation -------------- ---------------------------- David W. Dupert, President; Director, President Delaware Corporate Management. Kathy McKnight, Partner; Director Shaw Pittman Daniel G. Stevens, Vice President and Controller; Director Smithfield Foods, Inc. Mary Fisher, Benefits Administrator; Director Smithfield Foods, Inc. Michael H. Cole Secretary and Associate General Counsel; Director, Vice President Smithfield Foods, Inc. 11 EXHIBIT INDEX Exhibit Description ------- ----------- 1. Exclusivity Agreement between the Issuer and Smithfield 2. Press Release issued by the Issuer on April 26, 2001 3. Joint Filing Agreement between the Reporting Persons 12 EX-1 2 smex1.txt EXCLUSIVITY AGREEMENT EXHIBIT 1 EXCLUSIVITY AGREEMENT EXCLUSIVITY AGREEMENT, dated as of April 26, 2001, between The Smithfield Companies, Inc., a Virginia corporation (the "Company"), and Smithfield Foods, Inc., a Virginia corporation ("SFI"). WHEREAS, the parties have engaged in preliminary, non-binding discussions regarding the possible acquisition of the Company by SFI; and WHEREAS, in connection therewith, the parties desire to memorialize their understandings regarding such negotiations and the exclusivity thereof. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, and intending to be legally bound, the parties hereto agree as follows: 1. Good Faith Negotiations. The parties hereto agree that, during the ----------------------- Exclusivity Period (as defined below), they shall engage in good faith negotiations with the intention of executing a merger agreement providing for the acquisition of the Company by SFI or a wholly-owned subsidiary thereof. The parties hereto acknowledge that it is in their respective best interests to conduct discussions on an exclusive basis. 2. Exclusivity. The Company agrees that it shall not, at any time ----------- during the twenty (20) day period commencing on the date hereof (the "Exclusivity Period"), directly or indirectly, through any officer, director, employee, agent or otherwise, solicit, initiate or encourage submission of proposals or offers from any person other than SFI relating to any acquisition or purchase of all or (other than in the ordinary course of business) a substantial portion of the assets of, or any equity interest in, the Company or any business combination involving the Company, or participate in any negotiations regarding, or furnish to any other person any non-public information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person other than SFI to do or seek any of the foregoing. During the Exclusivity Period, (a) the Company shall promptly advise SFI if any such proposal or offer, or any inquiry or contact with any person with respect thereto, is made, shall promptly inform SFI of all the terms and conditions thereof, and shall furnish to SFI copies of any such written proposal or offer and the contents of any communications in response thereto, and (b) the Company shall not waive any provisions of any "standstill" agreements between the Company and any party. 3. Successors and Assigns. This Agreement shall inure to the benefit of ---------------------- and be binding upon the parties hereto and their respective permitted successors and assigns. 4. Governing Law. This Agreement shall be governed by and construed in ------------- accordance with the laws of the Commonwealth of Virginia. 5. Entire Agreement. This Agreement constitutes the entire agreement ---------------- between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements related thereto. 6. Amendments and Waivers. Neither this Agreement nor any of the terms ---------------------- hereof may be terminated, amended or waived orally, but only by an instrument in writing signed by the party against which enforcement of the termination, amendment or waiver is sought. The performance or observance of any provision of this Agreement may be waived in whole or in part and any period of time relating to such performance or observance may be extended from time to time, as agreed by the parties hereto. 7. Counterparts. This Agreement may be executed in two or more ------------ counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. [Remainder of page intentionally left blank] IN WITNESS WHEREOF, each of the parties hereto has caused this Exclusivity Agreement to be duly executed on its behalf by its officer thereunto duly authorized, all as of the day and year first above written. THE SMITHFIELD COMPANIES, INC. By: /s/ Richard S. Fuller ----------------------------------- Name: Richard S. Fuller Its: President SMITHFIELD FOODS, INC. By: /s/ Michael H. Cole ----------------------------------- Name: Michael H. Cole Its: Secretary and Associate General Counsel EX-2 3 smex2.txt PRESS RELEASE EXHIBIT 2 Press Release THE SMITHFIELD COMPANIES, INC. ENGAGED IN EXCLUSIVE MERGER NEGOTIATIONS WITH SMITHFIELD FOODS, INC. PORTSMOUTH, VA, April 26, 2001 - The Smithfield Companies, Inc. (OTC:HAMS) today announced that it is engaged in negotiations with Smithfield Foods, Inc. regarding the possible acquisition of The Smithfield Companies by Smithfield Foods at a price payable in cash of $8.50 per share of The Smithfield Companies' common stock. The Smithfield Companies emphasized that there can be no assurance that a transaction at that price, or any price, will ultimately occur. In connection with the negotiations, the parties have entered into an exclusivity agreement, under which they have agreed to negotiate in good faith regarding a potential acquisition, and The Smithfield Companies has agreed that for the next twenty days it will negotiate exclusively with Smithfield Foods regarding a potential acquisition. Any acquisition transaction would be subject to satisfactory completion of Smithfield Foods' due diligence, negotiation and execution of a definitive merger agreement, and customary closing conditions, including the approval of the holders of more than two-thirds of the outstanding shares of common stock of The Smithfield Companies. Smithfield Foods has, since 1991, been the owner of shares of common stock of The Smithfield Companies which currently represent approximately 20 percent of the outstanding shares. The Smithfield Companies, Inc. is a holding company producing specialty food products through its operating units including The Smithfield Ham and Products Co., V. W. Joyner & Co., Pruden Packing Co., E. M. Todd Co. and Williamsburg Foods. With annual sales of $5.2 billion, Smithfield Foods is the leading processor and marketer of fresh pork and processed meats in the United States, as well as the largest producer of hogs. This news release may contain "forward-looking" information within the meaning of the federal securities laws. The forward-looking information may include statements concerning the companies' outlook for the future, as well as other statements of beliefs, future plans and strategies or anticipated events, and similar expressions concerning matters that are not historical facts. The forward-looking information and statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, the statements. EX-3 4 smex3.txt JOINT FILING AGREEMENT EXHIBIT 3 Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock, no par value, of The Smithfield Companies, Inc., a Virginia corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings, provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument. Date: April 26, 2001 SMITHFIELD FOODS, INC. By: /s/ C. Larry Pope ---------------------------------- Name: C. Larry Pope Title: Vice President and Chief Financial Officer SF INVESTMENTS, INC. By: /s/ Michael H. Cole ---------------------------------- Name: Michael H. Cole Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----