UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 3)1
Smithfield Foods, Inc.
(Name of Issuer)
Common Stock, par value $0.50 per share
(Title of Class of Securities)
832248108
(CUSIP Number)
JEFFREY C. SMITH
STARBOARD VALUE LP
830 Third Avenue, 3rd Floor
New York, New York 10022
(212) 845-7977
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of PersonAuthorized to Receive Notices and Communications)
September 20, 2013
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“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).
CUSIP NO. 832248108
1 | NAME OF REPORTING PERSON STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
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 CAYMAN ISLANDS | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 4,035,217* | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 4,035,217* | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,035,217* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9% | ||
14 | TYPE OF REPORTING PERSON CO |
* Includes 3,210,500 Shares underlying call options.
2
CUSIP NO. 832248108
1 | NAME OF REPORTING PERSON STARBOARD VALUE AND OPPORTUNITY S LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
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 DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 884,700* | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 884,700* | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 884,700* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON OO |
* Includes 703,900 Shares underlying call options.
3
CUSIP NO. 832248108
1 | NAME OF REPORTING PERSON STARBOARD VALUE AND OPPORTUNITY C LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
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 DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 575,100* | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 575,100* | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 575,100* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON PN |
4
CUSIP NO. 832248108
1 | NAME OF REPORTING PERSON STARBOARD VALUE R LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 575,100* | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 575,100* | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 575,100* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON PN |
* Includes 457,600 Shares underlying call options.
5
CUSIP NO. 832248108
1 | NAME OF REPORTING PERSON STARBOARD VALUE R GP LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 575,100* | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 575,100* | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 575,100* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON OO |
* Includes 457,600 Shares underlying call options.
6
CUSIP NO. 832248108
1 | NAME OF REPORTING PERSON STARBOARD LEADERS CHARLIE LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
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 DELAWARE | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 950,008* | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 950,008* | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 950,008* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON OO |
* Includes 500,000 Shares underlying call options.
7
CUSIP NO. 832248108
1 | NAME OF REPORTING PERSON STARBOARD LEADERS FUND LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 950,008* | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 950,008* | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 950,008* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON PN |
* Includes 500,000 Shares underlying call options.
8
CUSIP NO. 832248108
1 | NAME OF REPORTING PERSON STARBOARD VALUE A LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 950,008* | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 950,008* | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 950,008* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON PN |
* Includes 500,000 Shares underlying call options.
9
CUSIP NO. 832248108
1 | NAME OF REPORTING PERSON STARBOARD VALUE A GP LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 950,008* | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 950,008* | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 950,008* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
14 | TYPE OF REPORTING PERSON OO |
* Includes 500,000 Shares underlying call options.
10
CUSIP NO. 832248108
1 | NAME OF REPORTING PERSON STARBOARD VALUE LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 7,962,300* | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 7,962,300* | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,962,300* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% | ||
14 | TYPE OF REPORTING PERSON PN |
* Includes 6,079,800 Shares underlying call options.
11
CUSIP NO. 832248108
1 | NAME OF REPORTING PERSON STARBOARD VALUE GP LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 7,962,300* | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 7,962,300* | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,962,300* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% | ||
14 | TYPE OF REPORTING PERSON OO |
* Includes 6,079,800 Shares underlying call options.
12
CUSIP NO. 832248108
1 | NAME OF REPORTING PERSON STARBOARD PRINCIPAL CO LP | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 7,962,300* | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 7,962,300* | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,962,300* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% | ||
14 | TYPE OF REPORTING PERSON PN |
* Includes 6,079,800 Shares underlying call options.
13
CUSIP NO. 832248108
1 | NAME OF REPORTING PERSON STARBOARD PRINCIPAL CO GP LLC | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 7,962,300* | |
8 | SHARED VOTING POWER - 0 - | ||
9 | SOLE DISPOSITIVE POWER 7,962,300* | ||
10 | SHARED DISPOSITIVE POWER - 0 - | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,962,300* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% | ||
14 | TYPE OF REPORTING PERSON OO |
* Includes 6,079,800 Shares underlying call options.
14
CUSIP NO. 832248108
1 | NAME OF REPORTING PERSON JEFFREY C. SMITH | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER 7,962,300* | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER 7,962,300* | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,962,300* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% | ||
14 | TYPE OF REPORTING PERSON IN |
* Includes 6,079,800 Shares underlying call options.
15
CUSIP NO. 832248108
1 | NAME OF REPORTING PERSON MARK R. MITCHELL | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER 7,962,300* | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER 7,962,300* | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,962,300* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% | ||
14 | TYPE OF REPORTING PERSON IN |
16
CUSIP NO. 832248108
1 | NAME OF REPORTING PERSON PETER A. FELD | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
3 | SEC USE ONLY | ||
4 | SOURCE OF FUNDS OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
6 | CITIZENSHIP OR PLACE OF ORGANIZATION USA | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER - 0 - | |
8 | SHARED VOTING POWER 7,962,300* | ||
9 | SOLE DISPOSITIVE POWER - 0 - | ||
10 | SHARED DISPOSITIVE POWER 7,962,300* | ||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,962,300* | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% | ||
14 | TYPE OF REPORTING PERSON IN |
* Includes 6,079,800 Shares underlying call options.
17
CUSIP NO. 832248108
The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
As previously disclosed in Starboard’s open letter to the shareholders of the Issuer on September 3, 2013, Starboard had received non-binding written indications of interest for all of the Issuer’s assets that aggregated to a price substantially in excess of the $34 per share consideration contemplated by the proposed merger (the “Proposed Merger”) between the Issuer and Shuanghui International Holdings Limited (“Shuanghui”). In light of (i) the restrictions imposed by the merger agreement between the Issuer and Shuanghui, and (ii) the requirement of structuring a cash bid from a single entity, it proved challenging for the bidder group to formalize and deliver an alternative proposal prior to the special meeting scheduled for September 24, 2013 at which time shareholders will vote on the Proposed Merger. While we are confident that the Issuer could have received value in excess of that available pursuant to the Proposed Merger, we are not able to offer shareholders an alternative proposal at this time. Therefore, at this time, unless another proposal emerges, we plan on voting in favor of the Proposed Merger.
18
CUSIP NO. 832248108
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: September 20, 2013
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD By: Starboard Value LP, its investment manager STARBOARD VALUE AND OPPORTUNITY S LLC By: Starboard Value LP, its manager STARBOARD VALUE AND OPPORTUNITY C LP By: Starboard Value R LP its general partner STARBOARD VALUE R LP By: Starboard Value R GP LLC, its general partner STARBOARD LEADERS CHARLIE LLC By: Starboard Value A LP, its managing manager STARBOARD LEADERS FUND LP By: Starboard Value A LP its general partner | STARBOARD VALUE A LP By: Starboard Value A GP LLC, its general partner STARBOARD VALUE LP By: Starboard Value GP LLC, its general partner STARBOARD VALUE GP LLC By: Starboard Principal Co LP, its member STARBOARD PRINCIPAL CO LP By: Starboard Principal Co GP LLC, its general partner STARBOARD PRINCIPAL CO GP LLC STARBOARD VALUE A GP LLC STARBOARD VALUE R GP LLC |
By: | /s/ Jeffrey C. Smith | |
Name: | Jeffrey C. Smith | |
Title: | Authorized Signatory |
/s/ Jeffrey C. Smith |
JEFFREY C. SMITH |
Individually and as attorney-in-fact for Mark R. Mitchell and Peter A. Feld |
19