SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 18, 1997
SMITHFIELD FOODS, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA 0-2258 52-0845861
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
999 WATERSIDE DRIVE
SUITE 900
NORFOLK, VIRGINIA 23510
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code (757) 365-3000
FORM 8-K DECEMBER 18, 1997 PAGE 1
ITEM 5. OTHER EVENTS
Smithfield Foods, Inc. (the "Company" or "Smithfield Foods") announced
on December 18, 1997 that the Company has reached an agreement with the members
of the Schneider Family who control approximately 74% of the voting shares of
Schneider Corporation (Toronto:SCD.TO) on the terms of a proposed offer to
purchase such shares which the family members have irrevocably agreed to accept.
Under the proposed offer, Smithfield Foods will offer to acquire any
and all Common Shares and Class A Shares of Schneider on the basis of .5415 of
an exchangeable share of a newly incorporated, wholly-owned Canadian subsidiary
of Smithfield Foods. Each whole exchangeable share may be exchanged for one
share of common stock of Smithfield Foods. For purposes of establishing the
exchange ratio, the parties have agreed on a value for the Schneider shares of
Cdn. $25 per share and of U.S. $32.50 for each Smithfield Foods common share.
The exchangeable shares will have voting, dividend and liquidation rights that
are, as nearly as practicable, equivalent to those of the Smithfield Foods
common stock. The exchange offer is intended to provide a tax-free rollover to
Schneider's Canadian shareholders.
The terms and conditions of the offer are to be set forth in a
registration statement that will be filed promptly with the Securities and
Exchange Commission. The exchange offer will commence after the registration
statement is declared effective by the SEC. The exchange offer will be
conditional upon, among other things, the receipt of all necessary governmental
and regulatory approvals and consents and the absence of material adverse
changes in Schneider Corporation.
The foregoing is qualified entirely by reference to the Press Release
of the Company issued on December 18, 1997, which is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
FORM 8-K DECEMBER 18, 1997 PAGE 2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit 99.1 Smithfield Foods, Inc. Press Release issued on
December 18, 1997.
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.
(Registrant)
By: /s/ Aaron D. Trub
-----------------------------
(Signature)
Aaron D. Trub
Vice President, Secretary and
Treasurer
Dated: December 23, 1997
FORM 8-K DECEMBER 18, 1997 PAGE 3