SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- ----
ACT OF 1934
For the quarterly period ended January 26, 1997
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from.......................to.....................
COMMISSION FILE NUMBER 0-2258
SMITHFIELD FOODS, INC.
900 Dominion Tower
999 Waterside Drive
Norfolk, Virginia 23510
(757) 365-3000
Delaware 52-0845861
--------------------- -----------------------
(State of Incorporation) (I.R.S. Employer
Identification Number)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
---- -----
Shares outstanding
Class at March 10, 1997
- ------------------- -----------------
Common Stock, $.50
par value per share 18,093,015
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SMITHFIELD FOODS, INC.
CONTENTS
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - January 26, 1997 and
April 28, 1996 3-4
Consolidated Statements of Operations - 13 Weeks Ended
January 26, 1997 and January 28, 1996 and 39 Weeks
Ended January 26, 1997 and January 28, 1996 5
Consolidated Statements of Cash Flows - 39 Weeks Ended
January 26, 1997 and January 28, 1996 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-11
PART II. OTHER INFORMATION
Item 2. Legal Proceedings 11-12
Item 6. Exhibits and Reports on Form 8-K 12-13
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PART I. FINANCIAL INFORMATION
SMITHFIELD FOODS, INC.
CONSOLIDATED BALANCE SHEETS
January 26, April 28,
(In thousands) 1997 1996
ASSETS (Unaudited)
Current assets:
Cash $ 21,562 $ 28,529
Accounts receivable less allowances
of $1,148 and $1,084 192,938 144,956
Inventories 223,731 210,759
Advances to joint hog production
arrangements 7,656 7,578
Prepaid expenses and other current assets 32,956 28,585
--------- --------
Total current assets 478,843 420,407
--------- --------
Property, plant and equipment 597,882 536,589
Less accumulated depreciation (185,514) (163,866)
--------- ---------
Net property, plant and equipment 412,368 372,723
--------- ---------
Other assets:
Investments in partnerships 37,004 29,662
Other 46,631 34,827
--------- ---------
Total other assets 83,635 64,489
--------- ---------
$ 974,846 $ 857,619
========= =========
See accompanying notes to consolidated financial statements.
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SMITHFIELD FOODS, INC.
CONSOLIDATED BALANCE SHEETS
January 26, April 28,
(In thousands) 1997 1996
LIABILITIES AND STOCKHOLDERS' EQUITY (Unaudited)
Current liabilities:
Notes payable $100,500 $110,563
Current portion of long-term debt
and capital lease obligations 8,262 13,392
Accounts payable 137,536 113,344
Accrued expenses and other current
liabilities 106,677 95,082
-------- --------
Total current liabilities 352,975 332,381
-------- --------
Long-term debt and capital lease
obligations 265,123 188,618
-------- --------
Other noncurrent liabilities:
Pension and post-retirement benefits 51,543 59,128
Other 16,934 14,975
-------- --------
Total other noncurrent liabilities 68,477 74,103
-------- --------
Series C 6.75% cumulative convertible
redeemable preferred stock, $1.00 par
value, 2,000 shares authorized, issued
and outstanding 20,000 20,000
-------- --------
Stockholders' equity:
Preferred stock, $1.00 par value,
authorized 1,000,000 shares - -
Common stock, $.50 par value,
authorized 25,000,000 shares;
issued 18,530,015 and
18,453,015 shares 9,265 9,227
Additional paid-in capital 93,994 92,762
Retained earnings 172,655 148,171
Treasury stock, at cost, 437,000 shares (7,643) (7,643)
-------- --------
Total stockholders' equity 268,271 242,517
-------- --------
$974,846 $857,619
======== ========
See accompanying notes to consolidated financial statements.
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SMITHFIELD FOODS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
13 Weeks 13 Weeks 39 Weeks 39 Weeks
Ended Ended Ended Ended
(In thousands, except per share data) Jan. 26, 1997 Jan. 28, 1996 Jan. 26, 1997 Jan. 28, 1996
- ------------------------------------- ------------- ------------- ------------- -------------
Sales $1,080,979 $ 687,000 $2,943,075 $1,510,127
Cost of sales 992,275 630,681 2,722,032 1,397,373
---------- ---------- ---------- ----------
Gross profit 88,704 56,319 221,043 112,754
Selling, general and administrative expenses 48,423 27,585 135,296 60,216
Depreciation expense 9,036 6,945 26,141 18,193
Interest expense 7,278 5,329 20,378 14,870
--------- ---------- ---------- ---------
Income from continuing operations
before income taxes 23,967 16,460 39,228 19,475
Income taxes 8,233 5,673 13,731 6,667
--------- ---------- ---------- ---------
Income from continuing operations 15,734 10,787 25,497 12,808
Loss from discontinued operations, net of tax - (2,100) - (3,900)
--------- ---------- ---------- ---------
Net income $ 15,734 $ 8,687 $ 25,497 $ 8,908
========= ========== ========== =========
Net income available to common stockholders $ 15,397 $ 8,151 $ 24,485 $ 8,034
========= ========== ========== =========
Income (loss) per common share:
Continuing operations $ .82 $ .58 $ 1.32 $ .70
Discontinued operations - (.12) - (.23)
--------- ---------- ---------- ---------
Net income $ .82 $ .46 $ 1.32 $ .47
========= ========== ========== =========
Weighted average common shares outstanding 18,796 17,633 18,569 17,152
========= ========== ========== =========
See accompanying notes to consolidated financial statements.
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SMITHFIELD FOODS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
39 Weeks 39 Weeks
Ended Ended
(In thousands) Jan. 26, 1997 Jan. 28, 1996
- -------------- ------------- -------------
Cash flows from operating activities:
Net income $ 25,497 $ 8,908
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 28,451 19,935
Increase in accounts receivable (39,680) (11,753)
Increase in inventories (980) (19,931)
(Increase) decrease in prepaid expenses
and other current assets (3,925) 201
Increase in other assets (9,271) (12,102)
Increase in accounts payable,
accrued expenses and other
liabilities 19,544 28,867
(Gain) loss on sale of property,
plant and equipment (2,893) 1,816
-------- --------
Net cash provided by operating activities 16,743 15,941
-------- --------
Cash flows from investing activities:
Capital expenditures (47,258) (61,808)
Payments for acquisitions, net of
cash acquired (34,086) (14,079)
Proceeds from sale of property, plant
and equipment 3,452 1,993
Investments in partnerships (7,387) (235)
-------- --------
Net cash used in investing activities (85,279) (74,129)
-------- --------
Cash flows from financing activities:
Net (repayments) borrowings on notes payable (10,063) 6,029
Proceeds from issuance of long-term debt 146,250 50,000
Principal payments on long-term debt
and capital lease obligations (74,876) (8,177)
Exercise of common stock options 1,270 585
Proceeds from issuance of preferred stock - 20,000
Preferred dividends (1,012) (874)
-------- --------
Net cash provided by financing activities 61,569 67,563
-------- --------
Net (decrease) increase in cash (6,967) 9,375
Cash at beginning of period 28,529 14,790
-------- --------
Cash at end of period $ 21,562 $ 24,165
======== ========
Supplemental disclosures of cash flow information: Cash payments
during period:
Interest (net of amount capitalized) $ 19,421 $ 14,599
======== ========
Income taxes $ 7,968 $ 1,892
======== ========
See accompanying notes to consolidated financial statements.
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SMITHFIELD FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) These statements should be read in conjunction with the Consolidated
Financial Statements and related notes which are included in the
Registrant's Annual Report for the fiscal year ended April 28, 1996.
(2) The financial information furnished herein is unaudited. The information
reflects all adjustments (which include only normal recurring adjustments)
which are, in the opinion of management, necessary to a fair statement of
the financial position and the results of operations for the periods
included in this report.
(3) Inventories consist of the following:
January 26, April 28,
(In thousands) 1997 1996
-------------- ----------- -------
Fresh and processed meats $157,167 $154,110
Livestock and manufacturing supplies 57,783 51,145
Other 8,781 5,504
-------- --------
$223,731 $210,759
======== ========
(4) On November 4, 1996, the Registrant purchased substantially all of the
assets and business of the Lykes Meat Group ("Lykes") from Lykes Bros. Inc.
for $34.1 million in cash and the assumption of $10.6 million of current
liabilities.
The acquisition was accounted for under the purchase method of
accounting and the results of Lykes are included in the accompanying
consolidated financial statements since November 4, 1996. Lykes has four
principal meat processing plants in Florida and Georgia, operates a
distribution center in Georgia, and markets a full line of processed meats
primarily in the Southern and Southeastern United States under a variety of
brand names, including Lykes and Sunnyland.
The following unaudited pro forma information combines the results of
the Registrant and Lykes as if the acquisition had occurred at the
beginning of the periods presented.
39 Weeks 39 Weeks
Ended Ended
(In thousands, except per share data) Jan. 26, 1997 Jan. 28, 1996
------------------------------------- ------------- -------------
Sales $3,020,555 $1,697,048
Income from continuing operations 18,508 8,206
Net income 18,508 4,306
Income per common share:
Continuing operations .94 .43
Net income .94 .20
The Registrant filed a report on Form 8-K/A on January 17, 1997 which
provides complete pro forma information related to the acquisition of
Lykes.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
On December 20, 1995, the Registrant acquired all of the capital stock of John
Morrell & Co. ("John Morrell"). On November 4, 1996, the Registrant acquired
substantially all of the assets and business of the Lykes Meat Group ("Lykes")
from Lykes Bros. Inc. Accordingly, the Registrant's results for the third
quarter and the first nine months of fiscal 1997 include the results of
operations of John Morrell and Lykes.
13 Weeks Ended January 26, 1997 -
13 Weeks Ended January 28, 1996
Sales in the third quarter of fiscal 1997 increased $394.0 million, or 57.3%,
from the same quarter a year ago. The increase was primarily due to the
inclusion of the sales of John Morrell and Lykes for the period. In addition,
significant increases in unit sales prices of both fresh pork and processed
meats, reflecting the passthrough of higher raw material costs due to higher
live hog costs, and increased sales of fresh pork related to an increase in the
number of hogs slaughtered on the second shift at the Registrant's Bladen
County, North Carolina plant, also contributed to the increase in sales. The
sales-dollar increase is the result of a 15.9% increase in unit sales prices
combined with a 35.8% increase in sales tonnage, of which the latter is
primarily the result of the inclusion of the sales of John Morrell and Lykes.
The increase in sales tonnage reflected a 33.4% increase in fresh pork tonnage
and a 40.3% increase in processed meats tonnage.
Cost of sales increased $361.6 million, or 57.3%, in the third quarter of
fiscal 1997, reflecting the increased sales tonnage and a 26.9% increase in live
hog costs. Gross profit in the third quarter of fiscal 1997 increased $32.4
million, or 57.5%, compared with the same quarter of fiscal 1996. The increase
in gross profit was primarily due to the inclusion of the operations of John
Morrell and Lykes. In addition, the increase in gross profit was due in part to
improved margins on sales of processed meats which were substantially offset by
sharply lower margins on sales of fresh pork. These poor fresh pork margins have
continued into the fourth quarter of fiscal 1997 and as a result, the Registrant
temporarily closed the second shift at John Morrell's Sioux City, Iowa slaughter
plant in February, 1997.
Gross profit was also favorably affected by a $5.5 million reduction in
cost of sales as a result of the performance of the Registrant's hog production
group. In the same quarter of fiscal 1996, gross profit was favorably affected
by a $0.4 million reduction in cost of sales as a result of the performance of
the group.
Selling, general and administrative expenses increased $20.8 million, or
75.5%, in the third quarter of fiscal 1997. The increase was primarily due to
the inclusion of the operations of John Morrell and Lykes. Additionally, the
increase reflected higher selling and marketing costs associated with the
increase in fresh pork tonnage.
Depreciation expense increased $2.1 million, or 30.1%, in the third quarter
of fiscal 1997. The increase was primarily due to the inclusion of the
operations of John Morrell and Lykes.
Interest expense increased $1.9 million, or 36.6%, in the third quarter of
fiscal 1997, reflecting the higher cost of long-term debt placed during the
period, a portion of the proceeds of which were used to repay short-term
borrowings at lower interest rates, and the interest costs associated with the
cash portion of the purchase price related to the acquisition of Lykes.
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The effective income tax rate for the third quarter of fiscal 1997 was
34.4% compared with 34.5% in the corresponding period a year ago.
Income from continuing operations increased to $15.7 million in the third
quarter of fiscal 1997 compared with income from continuing operations of $10.8
million a year ago, reflecting the factors disclosed above. The third quarter
results included a small loss at Lykes since acquisition date. Lykes' management
has sharply reduced operating costs and increased both its domestic and export
business, and as a result, it is expected that Lykes will be operating
profitably by the end of fiscal 1997.
In the third quarter of fiscal 1996, the Registrant incurred a $2.1 million
loss from discontinued operations related to the disposition of the assets and
business of Ed Kelly, Inc., its former retail electronics subsidiary, which is
reported separately as discontinued operations in the Registrant's consolidated
statements of operations.
Reflecting the factors discussed above, net income increased to $15.7
million in the third quarter of fiscal 1997 compared with net income of $8.7
million for the same quarter of the prior fiscal year.
39 Weeks Ended January 26, 1997 -
39 Weeks Ended January 28, 1996
Sales in the first nine months of fiscal 1997 increased $1.43 billion, or 94.9%,
from the same period a year ago. The increase was primarily due to the inclusion
of the sales of John Morrell for the period. In addition, significant increases
in unit sales prices of both fresh pork and processed meats, reflecting the
passthrough of higher raw material costs due to higher live hog costs, and
increased sales of fresh pork related to an increase in the number of hogs
slaughtered on the second shift at the Registrant's Bladen County, North
Carolina plant also contributed to the increase in sales. The sales-dollar
increase is the result of an 18.2% increase in unit sales price combined with a
64.9% increase in sales tonnage, of which the latter is primarily the result of
the inclusion of the sales of John Morrell. The increase in sales tonnage
reflected a 72.0% increase in fresh pork tonnage and a 56.3% increase in
processed meats tonnage.
Cost of sales increased $1.32 billion, or 94.8%, in the first nine months
of fiscal 1997, reflecting the increased sales tonnage and a 24.5% increase in
live hog costs. Gross profit in the first nine months of fiscal 1997 increased
$108.3 million, or 96.0%, compared with the same period of fiscal 1996. The
increase in gross profit was primarily due to the inclusion of the operations of
John Morrell. In addition, the increase in gross profit was due in part to
improved margins on sales of processed meats which were substantially offset by
lower margins on sales of fresh pork. Gross profit was also favorably affected
by a $16.8 million reduction in cost of sales as a result of the performance of
the Registrant's hog production group. In the same period of fiscal 1996, gross
profit was favorably affected by a $9.1 million reduction in cost of sales as a
result of the performance of the group.
Selling, general and administrative expenses increased $75.1 million, or
124.7%, in the first nine months of fiscal 1997. The increase was primarily due
to the inclusion of the operations of John Morrell. Additionally, the increase
reflected higher selling and marketing costs associated with the increase in
fresh pork tonnage.
9-14
Depreciation expense increased $7.9 million, or 43.7%, in the first nine
months of fiscal 1997. The increase was related to the inclusion of the
operations of John Morrell.
Interest expense increased $5.5 million, or 37.0%, in the first nine months
of fiscal 1997, reflecting increased carrying costs on higher levels of
inventories and accounts receivable related to higher live hog costs and the
higher cost of long-term debt placed during the period, a portion of the
proceeds of which were used to repay short-term borrowings at lower interest
rates.
The effective income tax rate for the first nine months of fiscal 1997
increased to 35.0% from 34.2% in the corresponding period a year ago, reflecting
the reduced impact of federal and state tax credits.
Income from continuing operations increased to $25.5 million in the first
nine months of fiscal 1997 compared with income from continuing operations of
$12.8 million a year ago, reflecting the factors discussed above.
In fiscal 1996, the Registrant incurred a $3.9 million loss from
discontinued operations related to the disposition of the assets and business of
Ed Kelly, Inc., its former retail electronics subsidiary, which is reported
separately as discontinued operations in the Registrant's consolidated
statements of operations.
Reflecting the factors discussed above, net income increased to $25.5
million in the first nine months of fiscal 1997 compared with net income of $8.9
million for the same period of the prior fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
In the first nine months of fiscal 1997, the Registrant's cash provided by
operations was $16.7 million, largely the result of profitable operations and
noncash charges reduced by increased requirements for working capital.
Capital expenditures in the first nine months of fiscal 1997 totaled $47.3
million, consisting primarily of $23.2 million related to plant renovation and
expansion projects at certain of the Registrant's processing plants and $15.3
million related to hog production facilities and a feedmill at Brown's of
Carolina, Inc.
On November 4, 1996, the Registrant acquired from Lykes Bros. Inc.
substantially all the assets and business of Lykes for $34.1 million in cash
(borrowed under the Registrant's revolving credit facility) and the assumption
of $10.6 million of current liabilities.
In the second quarter, the Registrant privately placed $140 million of
senior secured notes with a group of institutional lenders. The placement
consisted of $40 million of seven-year 8.34% notes and $100 million of 10-year
8.52% notes secured by four of the Registrant's major processing plants. The
proceeds of the financing were used to repay $65.2 million of long-term bank
debt and reduce short-term borrowings. In conjunction with the placement of the
senior secured notes, the Registrant refinanced $59.7 million of existing
institutional long-term debt with the same institutional lenders. The
refinancing resulted in revised maturity dates and repayment schedules for the
refinanced debt; however, no additional proceeds resulted from this refinancing.
10-14
During the current quarter, the Registrant increased its line of credit to
$300 million from $255 million. The increased line consists of a 364-day, $225
million revolving credit facility and a two-year, $75 million revolving credit
facility. The Registrant is using the short-term facility for seasonal inventory
and receivable needs and the long-term facility for working capital and capital
expenditures. In the first nine months of fiscal 1997, the Registrant funded its
capital expenditures with internally generated funds and borrowings under the
line of credit.
As of January 26, 1997, the Registrant had definitive commitments of $26.7
million for capital expenditures related to current capital projects underway at
its meat processing plants and completion of its hog production expansion
program at Brown's. The Registrant intends to fund these capital expenditures
with internally generated funds.
PART II - OTHER INFORMATION
Item 2. Legal Proceedings.
Reference is made to the disclosure appearing in Part I, Item 1 of the
Registrant's Annual Report on Form 10-K for the fiscal year ended April
28, 1996, under the caption "BUSINESS-Regulation," as supplemented by
the disclosures appearing in Part II, Item 2 of the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended July 28, 1996 and Part II,
Item 2 of the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended October 27, 1996.
As reported in prior disclosures, on December 16, 1996, the U.S.
Department of Justice ("DOJ") filed a civil action in the United States District
Court for the Eastern District of Virginia, Norfolk Division, against the
Registrant and two of its operating subsidiaries, The Smithfield Packing
Company, Incorporated ("Smithfield Packing") and Gwaltney of Smithfield, Ltd.
("Gwaltney") seeking civil penalties for approximately 5,000 alleged violations
of the federal Clean Water Act by Smithfield Packing and Gwaltney at pork
processing plants in the Town of Smithfield, Virginia. The vast majority of the
alleged violations are based upon permit exceedences by Smithfield Packing and
Gwaltney occurring from November 1991 to the present which are expressly excused
under an administrative consent order issued in 1991 by the Virginia State Water
Control Board (the "SWCB"). Under the 1991 order, the Registrant is obliged to
connect its two wastewater treatment facilities to the public sewer system
operated by the Hampton Roads Sanitation District (the "HRSD") as soon as that
system is extended to the Town of Smithfield. The Registrant connected the
Gwaltney wastewater treatment facility to the public sewer system in June 1996,
when that system was first available; and the Registrant plans to connect the
Smithfield Packing wastewater treatment facility to the public sewer system by
the end of March 1997, upon receiving notice from the HRSD that the public sewer
system is ready to accept the second facility's wastewater. Notwithstanding the
fact that the Commonwealth of Virginia, acting through the SWCB, has primary
enforcement responsibility in the Clean Water Act's cooperative federal-state
permitting scheme, and the fact that the SWCB advised federal authorities of the
administrative consent order when issued, DOJ has taken the position in its suit
that the State-issued administrative consent order does not bar a federal action
seeking relief for permit violations. Each violation is subject to a civil
penalty of up to a maximum of $25,000. The Registrant intends to defend the suit
vigorously.
The Registrant reaffirms its belief, based on its knowledge
of the facts and circumstances surrounding the violations and
investigations, as summarized herein and in prior disclosures, that
11-14
the ultimate resolution of these matters will not have a material
adverse effect on its financial position or annual results of operations.
As reported in prior disclosures, a federal criminal investigation
led to the conviction of a former employee who filed false Clean Water
Act reports on behalf of the Registrant. Since that conviction, federal
and Virginia authorities have been investigating allegations by another
former employee concerning falsified Clean Water Act reports. This other
former employee was terminated for failing to perform his work
duties satisfactorily, and the Registrant believes that his allegations
concerning falsified reports are untrue. Neither the Registrant
nor any of its other employees has been, or is expected to be, charged
with any criminal violations arising from such allegations.
Item 6. Exhibits and Reports on Form 8-K.
A. Exhibits
Exhibit 4.6 - Fourth Amended, Restated and Continued
Revolving Credit Agreement dated as of April 30, 1996 among
Gwaltney of Smithfield, Ltd., The Smithfield Packing Company,
Incorporated, Patrick Cudahy Incorporated, Esskay, Inc.,
Brown's of Carolina, Inc. and John Morrell & Co., and
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
"Rabobank Nederland", New York Branch, as agent, and each
bank a party thereto (incorporated by reference to Exhibit
4.6 to the Company's Form 10-K Annual Report for the fiscal
year ended April 28, 1996); a First Amendment to such Credit
Agreement dated as of July 29, 1996 (incorporated by
reference to Exhibit 4.6 to the Registrant's Form 10-Q
Quarterly Report for the fiscal quarter ended July 28, 1996);
and a Second Amendment to such Credit Agreement dated as of
January 15, 1997.
Exhibit 4.6(h) - Guarantee dated as of January 15, 1997, made
by Lykes Meat Group, Inc. in favor of Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New
York Branch, as agent for the banks a party to the Credit
Agreement, as defined therein.
Exhibit 4.6(i) - Security Agreement dated as of January 15,
1997, made by Lykes Meat Group, Inc. to Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New
York Branch, as agent for the banks a party to the Credit
Agreement, as defined therein.
Exhibit 4.6(j) - Security Agreement dated as of January 15,
1997, made by Sunnyland, Inc. to Cooperatieve Centrale
Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New
York Branch, as agent for the banks a party to the Credit
Agreement, as defined therein.
Exhibit 11 - Computation of Net Income Per Share.
Exhibit 27 - Financial Data Schedule.
12-14
B. Reports on Form 8-K
1. A Current Report on Form 8-K for November 12, 1996 was
filed with the Securities and Exchange Commission on
November 14, 1996, to report under Item 5, the
resignation of John O. Nielson, the Registrant's
President and Chief Operating Officer.
2. A Current Report on Form 8-K for November 4, 1996 was
filed with the Securities and Exchange Commission on
November 18, 1996, to report, under Items 2 and 7, that
the Registrant had purchased substantially all of the
assets of the Lykes Meat Group of Lykes Bros. Inc.
3. A Current Report on Form 8-K for December 16, 1996, was
filed with the Securities and Exchange Commission on
December 26, 1996, to report, under Item 5, that the U.
S. Justice Department had filed a civil action in
federal district court in Norfolk, Virginia against the
Registrant and certain of its subsidiaries seeking civil
penalties for alleged violations of the federal Clean
Water Act.
4. An Amended Current Report on Form 8-K for November 4,
1996 was filed with the Securities and Exchange
Commission on January 17, 1997, to report, under Items 2
and 7, that the Registrant had purchased substantially
all of the assets of the Lykes Meat Group of Lykes Bros.
Inc.
13-14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SMITHFIELD FOODS, INC.
/s/ Aaron D. Trub
------------------------------
Aaron D. Trub
Vice President, Secretary and Treasurer
/s/ C. Larry Pope
---------------------------------
C. Larry Pope
Vice President and Controller
Date: March 10, 1997
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