Filed Pursuant to Rule 424(b)(3)
File Number 333-46495
File Number 333-46495-01
SECOND SUPPLEMENT TO THE OFFER AND CIRCULAR DATED OCTOBER 19, 1998
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU HAVE
ANY QUESTIONS AS TO HOW TO DEAL WITH IT, YOU SHOULD CONSULT YOUR PROFESSIONAL
ADVISORS. NO SECURITIES COMMISSION OR SIMILAR AUTHORITY IN CANADA OR THE UNITED
STATES HAS IN ANY WAY PASSED UPON THE MERITS OF THE SECURITIES OFFERED
HEREUNDER AND ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE. INFORMATION
RELATING TO SMITHFIELD FOODS HAS BEEN INCORPORATED BY REFERENCE FROM DOCUMENTS
FILED BY SMITHFIELD WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
AND THE CANADIAN SECURITIES REGULATORY AUTHORITIES AND MAY BE OBTAINED ON
REQUEST WITHOUT CHARGE FROM THE SECRETARY OF SMITHFIELD FOODS AT 200 COMMERCE
STREET, SMITHFIELD, VIRGINIA, 23430.
NOTICE OF VARIATION
TO THE
OFFERS TO PURCHASE
ANY AND ALL OF THE OUTSTANDING COMMON SHARES AND CLASS A NON-VOTING SHARES OF
SCHNEIDER CORPORATION
BY
SMITHFIELD CANADA LIMITED
A WHOLLY-OWNED SUBSIDIARY OF
SMITHFIELD FOODS, INC.
This is a Supplement to Smithfield Canada's Offer and Circular dated
October 19, 1998, as previously supplemented on October 26, 1998 (the "Offer
and Circular"), and should be read in conjunction therewith. The Offer and
Circular is incorporated by reference in this Supplement. Capitalized terms
used in this Supplement without definition have the meanings ascribed to them
in the Offer and Circular.
Smithfield Canada Limited has offered to purchase, upon the terms and
subject to the conditions described in the Offer and Circular, each outstanding
Common Share and each Class A non-voting Share (including Class A Shares
issuable upon exercise of outstanding Options) of Schneider Corporation for
0.5415 of an Exchangeable Share of Smithfield Canada. Each whole Exchangeable
Share will be exchangeable for one share of the common stock of Smithfield
Foods. Smithfield Canada is a newly-incorporated, wholly-owned subsidiary of
Smithfield Foods. The Offers will be open for acceptance until 5:00 p.m. (local
time at place of deposit) on November 18, 1998, unless extended or withdrawn by
Smithfield Canada.
The closing price of the shares of Smithfield Common Stock on the Nasdaq
National Market on November 5, 1998 was US$23.25. Based on such closing price
and using the United States/Canada currency exchange rate in effect on that
date (the Noon Spot Rate), the value of 0.5415 of a share of Smithfield Common
Stock was C$19.10.
The dealer manager for the Offers is First Marathon Securities Limited.
Questions and requests for assistance may be directed to the Dealer Manager or
to CIBC Mellon Trust Company, the Depositary for the Offers. Additional copies
of this document, the Offer and Circular and related materials may be obtained
without charge on request from the Depositary at its Toronto office specified
on the back page of this document.
FOR A DISCUSSION OF RISK FACTORS TO BE CONSIDERED BY SHAREHOLDERS IN
EVALUATING WHETHER TO ACCEPT THE OFFERS, SEE "RISK FACTORS" BEGINNING ON PAGE
16 OF THE OFFER AND CIRCULAR.
November 6, 1998
This Notice of Variation amends and supplements the Offer and Circular.
Except as otherwise set forth in this Notice of Variation, the terms and
conditions previously set forth in the original Offers to Purchase continue to
be applicable in all respects and this Notice of Variation should be read in
conjunction therewith.
1. RECENT DEVELOPMENTS
SCHNEIDER DIRECTORS' CIRCULAR
On October 29, 1998 Schneider mailed a director's circular (the
"Directors' Circular") to its Shareholders relating to the offers by Smithfield
Canada (the "Smithfield Offers") and the offers by Maple Leaf Foods Inc. and
its wholly-owned subsidiary SCH Acquisition Inc. (the "Maple Leaf Offers"), in
each case to purchase all of the Common Shares and all of the Class A Shares of
Schneider.
In the Directors' Circular, Schneider's board of directors (Eric N.
Schneider and Anne C. Fontana, members of the Schneider Family, declaring their
interests and refraining from voting) made no recommendation in respect of the
Smithfield Offers or the Maple Leaf Offers. With respect to the Smithfield
Offers, Schneider's board of directors had been advised by Nesbitt Burns Inc.
that the consideration offered thereunder was, as at the date of the Directors'
Circular, inadequate from a financial point of view to Shareholders.
Schneider's board of directors noted that the Schneider Family, holder of
approximately 75% of the Common Shares, had entered into the Lock-up Agreement
and thereby agreed to tender the Schneider Family Shares to the Smithfield
Offers. With respect to the Maple Leaf Offers, Schneider's board of directors
said it was unable to recommend acceptance of the Maple Leaf Offers because
such offers remain subject to conditions that there be validly deposited and
not withdrawn that number of Common Shares and Class A Shares which represent
at least 66 2/3% of each such class on a diluted basis. Schneider's board of
directors stated that the acceptance of the Smithfield Offers by the Schneider
Family pursuant to the Lock-up Agreement would mean that the Maple Leaf Offers
could not succeed.
The Schneider board of directors reserved its right to change its
recommendations should circumstances vary.
Shareholders may request a copy of the Directors' Circular, and any
additional Schneider directors' circular, from Schneider Corporation, 321
Courtland Avenue East, P.O. Box 130, Kitchener, Ontario, N2G 3X8 (telephone:
(519) 741-5000, telecopier: (519) 749-7420)). Alternatively, the Directors'
Circular is available on the site maintained by the Canadian securities
regulators on the World Wide Web at HTTP://WWW.SEDAR.COM.
INTENTIONS OF THE SCHNEIDER FAMILY
The Directors' Circular disclosed that as at October 28, 1998, the
Schneider Family was not prepared at that time to state its position in respect
of the Smithfield Offers.
Subsequently, the Schneider Family confirmed to Smithfield its intention
to tender all of the Schneider Family Shares in acceptance of the Smithfield
Offers. Smithfield has confirmed to the Schneider Family that, provided all of
the conditions of the Smithfield Offers continue to be satisfied at 5:00 p.m.
(Toronto time) on November 18, 1998, Smithfield Canada shall take up and pay
for any and all Schneider Shares tendered into the Smithfield Offers.
TSE CONDITIONAL LISTING APPROVAL
On November 4, 1998 the TSE extended the date by which Smithfield Canada
is required to satisfy the requirements of its conditional listing approval
until January 8, 1999.
2. VARIATION TO EXCHANGEABLE SHARE PROVISIONS
Currently, the terms of the Exchangeable Shares provide that Smithfield
Canada will have the right, exercisable at any time, to redeem all of the
outstanding Exchangeable Shares in exchange for an equivalent number of shares
of Smithfield Common Stock if there are fewer than 500,000 Exchangeable Shares
outstanding. The Smithfield Offers are hereby amended to remove this provision.
As a result of this amendment to the Smithfield Offers, Smithfield Canada will
not have the right to redeem the Exchangeable Shares prior to the Tenth
Anniversary Date.
To effect this revision to the terms of the Exchangeable Shares, the
definition of "Company Redemption Date" contained in the Offer and Circular and
the Exchangeable Share Provisions is hereby amended by deleting clause (ii)
thereof.
S-2
3. STATUTORY RIGHTS
Securities legislation in certain of the provinces and territories of
Canada provides holders of Schneider Shares with, in addition to any other
rights they may have at law, rights of recission or to damages, or both, if
there is a misrepresentation in a circular or a notice that is required to be
delivered to the holders of Schneider Shares. However, such rights must be
exercised within prescribed time limits. Holders of Schneider Shares should
refer to the applicable provisions of the securities legislation of their
province or territory for particulars of those rights, or consult with a
lawyer.
APPROVAL AND CERTIFICATE
The contents of the Offer and Circular (including the documents
incorporated by reference therein) and this Supplement have been approved, and
the sending, communication or delivery thereof to the Shareholders of Schneider
Corporation has been authorized by, the Board of Directors of Smithfield Canada
Limited. The foregoing contain no untrue statement of a material fact and do
not omit to state a material fact that is required to be stated or that is
necessary to make a statement not misleading in the light of the circumstances
in which it was made. In addition, the foregoing do not contain any
misrepresentation likely to affect the value or the market price of the
securities which are the subject of the Offers, as varied by this Supplement.
Dated: November 6, 1998.
(Signed) Joseph W. Luter, III (Signed) Aaron D. Trub
Chief Executive Officer Chief Financial Officer
On behalf of the Board of Directors
(Signed) Rene R. Sorell (Signed) Graham P.C. Gow
Director Director
S-3
THE DEPOSITARY FOR THE OFFERS IS
CIBC MELLON TRUST COMPANY
FOR DELIVERY BY MAIL AND BY FACSIMILE TRANSMISSION:
CIBC MELLON TRUST COMPANY
P.O. Box 1036
Adelaide Street Postal Station
Toronto, Ontario
M5C 2K4
Attention: Special Projects
Telephone: (416) 643-5500
Toll Free: 1-800-387-0825
Fax: (416) 643-3148
FOR DELIVERY BY HAND OR COURIER:
CIBC Mellon Trust Company
199 Bay Street
Commerce Court West
Securities Level
Toronto, Ontario
M5L 1G9
Attention: Courier Window
MONTREAL CALGARY VANCOUVER
2001 University Street 600 The Dome Tower Mall Level
16th Floor 333 Seventh Avenue S.W. 1177 West Hastings Street
Montreal, PQ 6th Floor Vancouver, BC
H3A 2A6 Calgary, AB V6E 2K3
T2P 2Z1
WINNIPEG HALIFAX REGINA
330 St. Mary Avenue 1660 Hollis Street 1080 - 2002 Victoria Avenue
Suite 201 Centennial Building, Main Floor Regina, SK
Winnipeg, MB Halifax, NS S4P 0R7
R3C 3Z5 B3J 1V7
THE DEALER MANAGER OF THE OFFERS IS
FIRST MARATHON SECURITIES LIMITED
First Marathon Securities Limited
The Exchange Tower
2 First Canadian Place
Suite 3200, P.O. Box 21
Toronto, Ontario
M5X 1J9
Tel: (416) 869-3707
Fax: (416) 869-6411