EXHIBIT 99.4
ASSIGNMENT OF OPTIONS
for Class A non-voting shares
of
SCHNEIDER CORPORATION
pursuant to the Offers to Purchase and
Offering Circular dated o, 1998
of
SMITHFIELD CANADA LIMITED
a wholly-owned subsidiary of
SMITHFIELD FOODS, INC.
THE CLASS A OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 5:00 P.M. (LOCAL TIME AT
THE PLACE OF DEPOSIT) ON o, 1998 (the "Expiry Time"), UNLESS EXTENDED OR
WITHDRAWN.
This Assignment of Options (this "Assignment") is to be completed by
holders of outstanding options ("Options") issued by Schneider Corporation
("Schneider") entitling the holders thereof to acquire Class A non-voting shares
("Class A Shares") of Schneider who wish to assign their Options under the offer
to purchase Class A Shares (the "Class A Offer") set out in the Offers to
Purchase and the accompanying Offering Circular (collectively, together with the
annexes to the Offering Circular, the "Offers and Circular") of Smithfield
Canada Limited ("Smithfield Canada") dated o, 1998.
To effect the assignment of the Options, documents evidencing the Options,
together with this Assignment properly completed and duly executed and all other
documents required by this Assignment, must be received by CIBC Mellon Trust
Company (the "Depositary") at or before the Expiry Time at its principal office
in Toronto indicated below.
The terms, conditions and definitions used in the Offers and Circular are
hereby incorporated into and form an integral part of this Assignment.
Please read carefully the assignment instructions set out below before
completing this Assignment. The Depositary or your broker or other financial
advisor will assist you in completing this Assignment.
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TO: Smithfield Canada Limited
AND TO: Schneider Corporation
AND TO: CIBC Mellon Trust Company
The undersigned:
(1) acknowledges receipt of the Offers and Circular dated o, 1998;
(2) subject only to the rights of withdrawal under the Class A Offer, unless
otherwise agreed, irrevocably accepts the Class A Offer in respect of the
Options on and subject to its terms and conditions, and deposits, sells,
assigns and transfers to Smithfield Canada all right, title and interest in
and to the Options described below (the "Assigned Options") and to effect
the assignment of such Options directs the Depositary to immediately accept
the documents representing Options and this Assignment;
DESCRIPTION OF OPTIONS ASSIGNED
(Must be completed. If space is insufficient, please attach a signed list in the
form below.)
Total Number of
Date of Class A Shares to Exercise Price
Grant of Name(s) and Address(es) be Issued Upon per Class A Aggregate
Option of Option Holder(s) Exercise of Option Share Exercise Price
TOTALS:
(3) represents and warrants that (a) the undersigned has good title to the
Assigned Options free and clear of all liens, restrictions, charges,
encumbrances, claims and equities and owns the Assigned Options within the
meaning of applicable securities laws; (b) the undersigned has full power
and authority to deposit, sell, assign and transfer the Assigned Options to
Smithfield Canada without restriction; and (c) the deposit of such Assigned
Options complies with applicable securities laws;
(4) covenants that the undersigned will execute, upon request, any additional
documents necessary or desirable to complete the sale, assignment and
transfer of the Assigned Options to Smithfield Canada pursuant to the Class
A Offer in respect of the Options;
(5) directs the Depositary (a) unless otherwise indicated under "Special
Payment Instructions" below, to issue the certificates representing
Exchangeable Shares of Smithfield Canada and the cheque (if any) for the
purchase price in the name(s) of the undersigned; (b) unless otherwise
indicated under "Special Delivery Instructions" below, to forward by first
class mail, postage prepaid, the certificates representing Exchangeable
Shares of Smithfield Canada and the cheque (if any) for the purchase price
(and accompanying documents, as appropriate) to the undersigned at the
address appearing under "Description of Options Assigned" above or, if no
name, address or delivery instructions are indicated, to the address of the
undersigned as it appears on the applicable register maintained by
Schneider; and (c) in the event that both the Special Delivery Instructions
and the Special Payment Instructions are completed, to issue the
certificates representing Exchangeable Shares of Smithfield Canada and the
cheque (if any) for the purchase price to or hold such certificates for the
person or persons so indicated;
(6) waives any right to receive notice of purchase of the Assigned Options;
(7) agrees, from and after the Expiry Time, (a) not to exercise any rights or
privileges attached to any of the Assigned Options; (b) to execute and
deliver to Smithfield Canada any and all instruments of proxy,
authorizations or consents
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in respect of any or all of the Assigned Options; and (c) to designate in
any such instruments of proxy, the person or persons specified by
Smithfield Canada as the proxy or the proxy nominee or nominees of the
holder of the Assigned Options;
(8) acknowledges that if, on or after the date of the Offers, Schneider should
split, combine or otherwise change any of the Schneider Shares or its
capitalization or disclose that it has taken or intends to take any such
action, then Smithfield Canada may, in its sole discretion, make such
adjustments as it deems appropriate to reflect such split, combination or
other change in the purchase price and other terms of the Offers
(including, without limitation, the type of securities offered to be
purchased and the amounts payable therefor);
(9) irrevocably appoints the Depositary and any officer of Smithfield Canada,
and each of them, and any other person designated by Smithfield Canada in
writing, as the true and lawful agent, attorney and attorney-in-fact and
proxy with respect to the Assigned Options effective from and after the
Expiry Time, with full power of substitution, in the name and on behalf of
the undersigned (such power of attorney being deemed to be an irrevocable
power coupled with an interest), (a) to register or record, transfer and
enter the transfer of the Assigned Options on the appropriate register of
holders of Schneider; and (b) to exercise any and all of the rights of the
undersigned in respect of the Assigned Options including, without
limitation, to vote and to execute and deliver any and all instruments of
proxy, authorizations or consents in respect of all or any of the Assigned
Options, revoke any such instrument, authorization or consent given prior
to or after the Expiry Time, designate in any such instrument of proxy any
person or persons as the proxy or the proxy nominee or nominees of the
undersigned in respect of such Assigned Options for all purposes including,
without limiting the generality of the foregoing, in connection with any
meeting (whether annual, special or otherwise) of holders of securities of
Schneider (or any adjournment thereof), and execute, endorse and negotiate,
for and in the name of and on behalf of the undersigned, any and all
cheques or other instruments respecting any distribution payable to or to
the order of the undersigned;
(10) hereby revokes any and all authority, whether as agent, attorney-in-fact,
attorney, proxy or otherwise, hereinbefore conferred or agreed to be
conferred by the undersigned at any time with respect to any or all of the
Assigned Options, and covenants that no subsequent authority, whether as
agent, attorney-in-fact, attorney, proxy or otherwise will be given with
respect thereto by the undersigned;
(11) acknowledges and agrees that all questions as to validity, form,
eligibility (including timely receipt) and acceptance of any Assigned
Options, including the propriety and effect of the execution of this
Assignment and the validity, time and effect of any deposit of Options or
notice of withdrawal of Options, will be determined by Smithfield Canada in
its sole discretion, and agrees that such determination shall be final and
binding;
(12) acknowledges that (a) Smithfield Canada reserves the absolute right to
reject any and all deposits which it determines not to be in proper form or
which, in the opinion of its counsel, may be unlawful to accept under the
laws of any jurisdiction, (b) Smithfield Canada reserves the absolute right
to waive any defect or irregularity in the deposit of any Assigned Options,
and (c) there shall be no obligation on Smithfield Canada, the Dealer
Manager, the Depositary or any other person to give notice of any defects
or irregularities in any deposit and no liability shall be incurred by any
of them for failure to give any such notice;
(13) hereby grants and is deemed to grant, on behalf of the undersigned and on
behalf of each present and future holder or beneficial owner of the
Exchangeable Shares issuable in consideration for the securities deposited
hereby, an irrevocable power of attorney (coupled with an interest) to each
of Smithfield Canada and Smithfield Foods, Inc. for the limited purpose of
executing, on behalf of the undersigned and each present or future
registered holder or beneficial owner of such Exchangeable Shares, the
Voting, Support and Exchange Trust Agreement made between Smithfield Foods,
Smithfield Canada and CIBC Mellon Trust Company, as trustee, in accordance
with the Virginia Stock Corporation Act, including section 670 thereof.
(14) understands that an assignment of Options pursuant to the procedures
described in Section 5 of the Offers to Purchase and the instructions set
out in this Assignment will constitute a binding agreement between the
undersigned and Smithfield Canada upon the terms and subject to the
conditions set out in the Offers to Purchase and subject to the terms of
this Assignment; and
(15) acknowledges that all authority conferred or agreed to be conferred in or
by this Assignment shall survive the death, incapacity, bankruptcy or
insolvency of the undersigned and all obligations of the undersigned in
this Assignment shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.
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By reason of the use by the undersigned of an English language form of this
document, the undersigned and each of you shall be deemed to have required that
any contract evidenced by an Offer as accepted through this document, as well as
all documents related thereto, be drawn exclusively in the English language. En
raison de l'usage de ce document en langue anglaise par le soussigne, le
soussigne et les destinataires sont presumes avoir requis que tout contrat
atteste par une offre acceptee par ce document, ainsi que tous les documents qui
s'y rapportent, soient rediges exclusivement en langue anglaise.
SPECIAL PAYMENT INSTRUCTIONS
(See Instruction 4)
To be completed ONLY if the certificates representing Exchangeable Shares of
Smithfield Canada and the cheque (if any) to be issued in payment of the
purchase price for Assigned Options are to be issued in the name of someone
other than the undersigned.
Issue to:
Name: -------------------------------------------------------------
(Please Print)
Address: ----------------------------------------------------------
-------------------------------------------------------------------
-------------------------------------------------------------------
(Include Postal Code)
Social Insurance No. ----------------------------------------------
U.S. Residents/Citizens must provide their Tax
Payer Identification Number here:
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SPECIAL DELIVERY INSTRUCTIONS
(See Instruction 4)
To be completed ONLY if the certificates representing Exchangeable Shares of
Smithfield Canada and the cheque (if any) to be issued in payment of the
purchase price for Assigned Options are to be sent to someone other than the
undersigned or to the undersigned at an address other than that appearing
under "Description of Options Assigned" above, or are to be held by the
Depositary for pick-up by the undersigned or by any person designated by the
undersigned in writing.
Send to:
Name: -------------------------------------------------------------
(Please Print)
Address: ----------------------------------------------------------
-------------------------------------------------------------------
-------------------------------------------------------------------
(Include Postal Code)
[ ] Hold for pick-up at the office at which the documents representing
Assigned Options were deposited, against counter receipt.
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TO BE SIGNED BY OPTION
HOLDER(S)
(See Instruction 1)
--------------------------------------
--------------------------------------
(Signature(s) of Holder(s))
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(Social Insurance Number(s) of Holder(s))
Telephone: ( )---------------------
Date: --------------------------------
SIGNATURE(S)
GUARANTEED BY
(See Instructions 2 and 3)
--------------------------------------
(Authorized Signature)
--------------------------------------
(Name of Eligible Institution)
--------------------------------------
(Date)
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ASSIGNMENT INSTRUCTIONS
1. Delivery of Assignment and Option Documents. To effect deposit of the
Assigned Options and to accept the Class A Offer in respect of Options,
document(s) representing Options, together with a properly completed and
duly executed copy of this Assignment (or a manually signed facsimile
thereof) and all other documents required by this Assignment, must be
received by the Depositary at its principal office in Toronto indicated
below at or before the Expiry Time.
Holders whose Options are registered in the name of a nominee should contact
their broker, dealer, bank, trust company or other nominee for assistance in
assigning such Options.
The method of delivery of documents representing Options, this Assignment and
all other required documents is at the option and risk of the depositing
Option holder and delivery will be deemed effective only when such documents
are actually received. Smithfield Canada recommends that such documents be
delivered by hand to the Depositary and a receipt obtained or, if mailed,
that registered mail (return receipt requested) be used and proper insurance
obtained.
2. Guarantee of Signatures. No signature guarantee is required on this
Assignment (i) if this Assignment is signed by the registered holder(s) of
the Options (unless such holder has completed the box entitled "Special
Payment Instructions") or (ii) if such Options are deposited for the
account of a Canadian chartered bank, a trust company in Canada, a
commercial bank or trust company having an office or correspondent in
Toronto, Ontario or a firm that is a member of a recognized stock exchange
in Canada, the Investment Dealers Association of Canada, a national
securities exchange in the United States of America or the National
Association of Securities Dealers, Inc. (each, an "Eligible Institution").
In all other cases, all signatures on this Assignment must be guaranteed by
an Eligible Institution. See also Instruction 3.
3. Signatures on Assignment, Powers and Endorsements. If this Assignment is
signed by the registered holder(s) of Options deposited herewith, the
signature(s) must correspond with the name(s) as written on the option
document(s) without alteration, enlargement or any change whatsoever and
such document(s) need not be endorsed.
If this Assignment is signed by a person other than the registered holder(s)
of the Options deposited herewith, then the document(s) must be endorsed or
accompanied by appropriate power of attorney documents duly and properly
completed by the registered holder(s), signed exactly as the name(s) of the
registered holder(s) appear(s) on the option documents. The signature(s) on
such powers must be guaranteed by an Eligible Institution.
If the Options deposited herewith are held of record by two or more joint
owners, all such owners must sign this Assignment. If any Options deposited
herewith are registered in different names on similar documents, it will be
necessary to complete, sign and submit as many separate copies of
this Assignment as there are different registrations of such documents.
If this Assignment or any powers of attorney are signed by a trustee,
executor, administrator, guardian, attorney-in-fact, agent, officer of a
corporation or any other person acting in a fiduciary or representative
capacity, such person should so indicate when signing and proper evidence
satisfactory to Smithfield Canada of their authority to so act must be
submitted.
4. Special Payment and Delivery Instructions. If the certificates representing
Exchangeable Shares of Smithfield Canada and the cheque (if any) to be issued
in payment of the purchase price for Assigned Options are to be:
i. issued in the name of a person(s) other than the person(s) signing this
Assignment;
ii. sent to someone other than the person(s) signing this Assignment or to the
person(s) signing this Assignment at an address other than that appearing
in the box entitled "Description of Options Assigned"; or
iii. held by the Depositary for pick-up by the undersigned or any person
designated by the undersigned in writing;
the boxes entitled "Special Payment Instructions" and/or "Special Delivery
Instructions", as applicable, should be completed.
5. Inadequate Space. If the space provided herein for any information is
inadequate, the required information should be set out on a separate signed
list attached hereto.
6. Request for Assistance or Additional Copies. Questions and requests for
assistance may be directed to the Depositary. Additional copies of the Offers
and Circular and this Assignment may be obtained on request and without
charge from
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the Depositary at its principal office in Toronto indicated below. Holders of
Options may also contact the Dealer Manager, Smithfield Canada or their local
broker, dealer, commercial bank or trust company for assistance.
7. Lost Documents. Holders of Options who have lost their documents evidencing
the Options should contact Schneider.
8. Governing Law. The Offers and any agreement resulting from the acceptance of
the Offers will be construed in accordance with and governed by the laws of
the Province of Ontario and the laws of Canada applicable therein.
Manually signed facsimile copies of this Assignment, properly completed and
duly executed in accordance with the instructions in this Assignment, will be
accepted. This Assignment, Option documents and any other required documents
should be sent or delivered by each holder of Options or such holder's
investment dealer, stockbroker, bank, trust company or other nominee to the
Depositary at the appropriate address set forth below.
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The Depositary for the Offers is:
CIBC MELLON TRUST COMPANY
For Delivery by Mail:
P. O. Box 1036
Adelaide Street Postal Station
Toronto, Ontario
M5C 2K4
Attention: Special Projects
For Delivery by Hand or Courier:
Up to and including
May 1, 1998:
393 University Avenue
Lower Level
Toronto, Ontario
M5G 2M7
On and after May 4, 1998:
199 Bay Street
Commerce Court West
Securities Level
Toronto, Ontario
M5L 1G9
Attention: Courier Window
For Information:
In Toronto: (416) 643-5500
Toll Free: 1-800-387-0825
The Dealer Manager for the Offers is:
FIRST MARATHON SECURITIES LIMITED
The Exchange Tower
2 First Canadian Place
Suite 3200, P.O. Box 21
Toronto, Ontario
M5X 1J9
Telephone: (416) 869-3707
Facsimile: (416) 869-6411
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