rrd235554_266712.html

-----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, PMBFm5M/Xt98op6s9Pot9om2jSA5scpfk71r06/tEDtSAxgTjPBvLR5Kg45AX4u/ nL3+belcn7a5nDKXfIf2/g== 0001181431-10-004417.txt : 20100125 0001181431-10-004417.hdr.sgml : 20100125 20100125133711 ACCESSION NUMBER: 0001181431-10-004417 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100122 FILED AS OF DATE: 20100125 DATE AS OF CHANGE: 20100125 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: 0427 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: 10544253 MAIL ADDRESS: STREET 1: PO BOX 1087 CITY: ROSE HILL STATE: NC ZIP: 28458 4 1 rrd263168.xml FORM 4 - PREPAID FORWARD AGREEMENT X0303 4 2010-01-22 0 0000091388 SMITHFIELD FOODS INC SFD 0000904450 MURPHY WENDELL H C/O 200 COMMERCE STREET SMITHFIELD VA 23430 1 0 0 0 Common Stock, par value $.50 2010-01-22 4 J 0 174762 D 912279 D Common Stock, par value $.50 4000 I by spouse Variable Prepaid Forward Agreement (obligation to sell) 2010-01-22 4 J 0 174762 0 D 2010-01-22 2010-01-22 Common Stock 174762 0 D See attachment (footnote 1). /s/ Michael H. Cole, as Attorney-in-fact 2010-01-25 EX-99. 2 rrd235554_266712.htm FOOTNOTE 1 TO FORM 4 FILED 1/25/2010 rrd235554_266712.html







Footnote 1 to Form 4 filed by Wendell H. Murphy on January 25, 2010

On January 22, 2010, the reporting person settled a variable prepaid forward agreement (the
"Agreement") that was entered into on June 19, 2006 with an unaffiliated third party purchaser.  The
Agreement obligated the reporting person to deliver to the purchaser up to 174,762 shares of SFD
common stock (or, at the reporting person's election, an equivalent amount of cash) on the
scheduled valuation date (January 22, 2010).  In exchange for assuming this obligation, the reporting
person received a cash payment of $3,954,039.20 as of the date of entering into the Agreement.  The
reporting person pledged 174,762 shares of SFD common stock (the "Pledged Shares") to secure his
obligations under the contract, and retained dividend and voting rights in the Pledged Shares during
the term of the pledge.  The Agreement provided that the number of shares of SFD common stock
that the reporting person would be obligated to deliver to the purchaser on the scheduled valuation
date would be determined as follows:  (a) if the volume weighted average price of SFD common
stock (the "Final Price") on the scheduled valuation date was less than or equal to $26.4778 (the
"Floor Price"), the reporting person would deliver to the purchaser all of the Pledged Shares; (b) if
the Final Price on the scheduled valuation date was between the Floor Price and $33.0973 (the "Cap
Price"), the reporting person would deliver to the purchaser a number of shares of SFD common
stock as determined by reference to a formula specified in the Agreement; and (c) if the Final Price
on the scheduled valuation date was greater than the Cap Price, the reporting person would deliver
to the purchaser a number of shares of SFD common stock as determined by reference to a formula
specified in the Agreement.  The Final Price on the scheduled valuation date was $16.3999.
Accordingly, the reporting person transferred to the purchaser 174,762 of the Pledged Shares to
settle his obligation under the Agreement.

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