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) November 22, 1999
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 incorporation File Number) Identification No.)
200 COMMERCE STREET
SMITHFIELD, VIRGINIA 23430
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (757) 365-3000
ITEM 5. OTHER EVENTS
Smithfield Foods, Inc. ("Smithfield Foods") has entered into a definitive
agreement to acquire all the capital stock of Murphy Farms, Inc. and certain
related corporations (the "Murphy Family Farms Companies") for 10,652,070
shares of Smithfield Foods Common Stock (the "Acquisition Shares"), subject to
adjustments and other customary terms and conditions. Copies of the acquisition
agreement and certain exhibits thereto are filed as exhibits to this Current
Report.
Pursuant to requirements of the New York Stock Exchange, Smithfield Foods
is seeking shareholder approval to issue the Acquisition Shares, which are
expected to constitute over 20 percent of Smithfield Foods' outstanding shares
of Common Stock. Accordingly, the Board of Directors of Smithfield Foods has
previously called a special meeting of shareholders to be held December 21,
1999. In connection with that meeting, Smithfield Foods has prepared, mailed and
filed with the Securities and Exchange Commission a related proxy statement,
which includes among other items historical financial information for the Murphy
Family Farms Companies and pro forma financial information relating to the
proposed acquisition. A copy of the notice and proxy statement mailed in
connection with such meeting is incorporated by reference as an exhibit to this
Current Report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
2.1 Acquisition Agreement and Plan of Reorganization among Smithfield
Foods, Inc., Wendell H. Murphy, Harry D. Murphy, Joyce M. Norman,
Wendell H. Murphy, Jr., Wendy Murphy Crumpler, Stratton K. Murphy,
Marc D. Murphy and Angela Brown (excluding Smithfield Foods, Inc.,
the "Murphy Selling Shareholders"), dated as of November 15, 1999
(schedules and exhibits omitted, but the registrant hereby agrees
upon request of the Commission to furnish the same
supplementally).
2.2 Form of Registration Rights Agreement between Smithfield Foods,
Inc. and the Murphy Selling Shareholders.
2.3 Form of Agreement with Shareholders between Smithfield Foods, Inc.
and the Murphy Selling Shareholders.
99.1 Notice of Special Meeting and Proxy Statement (incorporated by
reference to Smithfield Foods, Inc.'s Notice and Proxy Statement
filed with the Commission November 23, 1999).
99.2 Consent of Ernst & Young LLP.
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/ C. Larry Pope
-------------------------
(Signature)
C. Larry Pope
Vice President and
Chief Financial Officer
Dated: December 3, 1999