Filed Pursuant to Rule 424(b)(3)
File Number 333-46495
333-46495-01
THIRD 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 and November 6,
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 closing price of the shares of Smithfield Common Stock on the Nasdaq
National Market on November 18, 1998 was US$25.125. 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$21.17.
The dealer manager for the Smithfield Offers (defined below) 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 Smithfield 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 18, 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 November 11, 1998 Schneider mailed a notice of change to the director's
circular to its Shareholders relating to the offers by Smithfield Canada (the
"Smithfield Offers") to purchase all of the Common Shares and all of the Class A
Shares of Schneider. Schneider's board of directors continued to make no
recommendation with respect to the Smithfield Offers, but noted:
(a) the Maple Leaf Offer has expired in accordance with its terms;
(b) if Smithfield Canada takes up and pays for all of the Schneider Shares
tendered under the Smithfield Offers, including those tendered by the
Schneider Family, the Smithfield Offers will succeed and there will be
a change of control of Schneider; and
(c) each of the directors and senior officers of Schneider intends to
accept the Smithfield Offers and tender all of his or her Schneider
Shares thereunder.
Shareholders may request a copy of any 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, each of Schneider's directors' circulars is available on the site
maintained by the Canadian securities regulators on the World Wide Web at
HTTP://WWW.SEDAR.COM.
SCHNEIDER SHARES TENDERED UNDER THE SMITHFIELD OFFERS
As of 5:00 p.m. (Toronto time) on November 18, 1998, all of the terms and
conditions of the Smithfield Offers had been satisfied or waived by Smithfield
Canada and the Depositary had reported that Shareholders (including the
Schneider Family) had tendered an aggregate 688,974 Common Shares and 3,612,818
Class A Shares in acceptance of the Smithfield Offers. Smithfield Canada will
take up and pay for all such Schneider Shares. As a result of the tenders of
Schneider Shares held by the Schneider Family and other Shareholders (including
Option holders who have exercised their Options and tendered their Class A
Shares), Smithfield Canada holds approximately 93% of the outstanding Common
Shares and approximately 54% of the outstanding Class A Shares.
CONDITIONAL LISTING APPROVALS
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. In addition, on November 16, 1998, the Winnepeg Stock Exchange
(the "WSE") granted conditional listing approval for the Exchangeable Shares.
The WSE listing is not conditional upon distribution of the Exchangeable Shares
to any minimum number of public holders.
2. MANNER AND TIME FOR ACCEPTANCE
Smithfield Canada has amended the Smithfield Offers by extending the time
during which the Smithfield Offers are open for acceptance (by any Shareholder
who has not tendered to the Smithfield Offer by November 18, 1998) to 5:00 p.m.
(local time at place of deposit) on December 1, 1998.
Accordingly, the definition of "Termination Date" of the Offers to Purchase
is amended as follows:
"TERMINATION DATE" means December 1, 1998, or such later date or dates as
may be fixed by Smithfield Canada from time to time by notice given pursuant to
Section 8 of the Offers to Purchase.
Any additional Schneider Shares tendered after November 18, 1998 and before
5:00 p.m. (local time at place of deposit) on December 1, 1998, will be taken up
and paid for (I.E. Exchangeable Share certificates will be delivered) within 10
days of being tendered under the Smithfield Offers.
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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 18, 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
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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