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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Smithfield Foods, Inc.
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(NAME OF ISSUER)
Common Stock, $.50 par value per share
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TITLE OF CLASS OF SECURITIES)
832248 10 8
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(CUSIP NUMBER)
Robert W. Olson, Esq.
Vice President, General Counsel and Secretary
Chiquita Brands International, Inc.
250 East Fifth Street
Cincinnati, Ohio 45202
(513) 784-8000
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
April 19, 1996
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with this
statement / /.
Page 1 of 16 Pages
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CUSIP NO. 832248 10 8 13D Page 2 of 16 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Chiquita Brands International, Inc.
04-1923360
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 4
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey corporation
7 SOLE VOTING POWER
NUMBER OF 1,094,273 - See Item 5
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -0-
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
1,094,273 - See Item 5
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,094,273 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1% - See Item 4
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 832248 10 8 13D Page 3 of 16 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
American Financial Group, Inc.
31-1422526
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / X /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 4
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio corporation
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,094,273 - See Item 5
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,094,273 - See Item 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,094,273 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1% - See Item 5
14 TYPE OF REPORTING PERSON* HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 832248 10 8 13D Page 4 of 16 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Carl H. Lindner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / X /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 4
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,094,273 - See Item 5
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,094,273 - See Item 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,094,273 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1% - See Item 5
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 832248 10 8 13D Page 5 of 16 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Carl H. Lindner III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / X /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 4
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,094,273 - See Item 5
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,094,273 - See Item 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,094,273 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1% - See Item 5
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 832248 10 8 13D Page 6 of 16 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
S. Craig Lindner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / X /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 4
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,094,273 - See Item 5
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,094,273 - See Item 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,094,273 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1% - See Item 5
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 832248 10 8 13D Page 7 of 16 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Keith E. Lindner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / X /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 - See Item 4
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 1,094,273 - See Item 5
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
1,094,273 - See Item 5
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,094,273 - See Item 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1% - See Item 5
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 1 to Schedule 13D is filed by Chiquita
Brands International, Inc. ( Chiquita ) and, pursuant to an
Agreement to file a joint statement, by American Financial
Group, Inc. ( American Financial ), Carl H. Lindner, Carl H.
Lindner III, S. Craig Lindner and Keith E. Lindner
(collectively, the Lindner Family and, together with
Chiquita and American Financial, the Reporting Persons ), to
amend and update the Schedule 13D dated December 20, 1995.
All capitalized terms not otherwise defined herein shall have
the meanings assigned to them in the Schedule 13D. Items not
included in this Amendment are either not amended or not
applicable.
By virtue of an increase in the number of outstanding
shares of Smithfield Common Stock, the number of shares held
by Chiquita, which has not changed, now represents
approximately 6.1% of Smithfield s outstanding Common Stock.
As of March 31, 1996, the Lindner Family beneficially owned
approximately 44% of the outstanding common stock of
American Financial. American Financial, directly and
indirectly through its subsidiaries, owns approximately 43% of
the outstanding common stock of Chiquita.
ITEM 1. SECURITY AND ISSUER.
Item 1 is amended to state the address of the new
principal executive offices of Smithfield. It is: Smithfield
Foods, Inc., 900 Dominion Towers, 999 Waterside Drive,
Norfolk, Virginia 23510. Except as set forth above, Item 1
is not otherwise amended.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is amended to provide updated information with
respect to certain directors and executive officers of
Chiquita and American Financial, as set forth on Schedule 1
hereto. Schedule 1 is restated in its entirety from the
Schedule 1 filed with the Schedule 13D. Except for the
revised Schedule 1, Item 2 is not otherwise amended.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended to report the following:
On April 19, 1996, Chiquita notified Smithfield, pursuant
to Section 1.1 of the Registration Rights Agreement between
Chiquita and Smithfield referred to in the Schedule 13D and
attached as Exhibit 7.2 to the Schedule 13D, of its exercise of
its first demand registration right with respect to all of
the 1,094,273 shares (the Shares ) of Smithfield Common Stock
owned by Chiquita. As required by the Registration Rights
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Agreement, Chiquita further indicated that it has a present
intention to offer the Shares for distribution. As a result
of this notice, Smithfield is required to file a registration
statement on a proper form promptly, and in no case more than
60 days after receipt of the notice, subject to its right to
postpone the filing for up to 90 days if certain conditions
specified in the Registration Rights Agreement are met.
Also on April 19, 1996, Chiquita notified Smithfield,
pursuant to Section 7.6 of the Registration Rights Agreement,
that it desires to transfer all of the Shares together with
its rights under the Registration Rights Agreement to a party
other than an affiliate of Chiquita. As a result of this
notice, Chiquita would have the right to transfer its rights
under the Registration Rights Agreement without Smithfield's
consent if Chiquita were to sell Shares in a private
transaction effected more than 30 days after the giving of
this notice.
A copy of Chiquita's letter to Smithfield transmitting
the foregoing notices is attached as Exhibit 7.6. Except as
set forth above, Item 4 is not otherwise amended.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is amended to add the following exhibit:
7.6 Letter to Smithfield from Chiquita dated April 19,
1996, pursuant to Sections 1.1 and 7.6 of the Registration
Rights Agreement.
After reasonable inquiry and to the best knowledge and
belief of the undersigned, it is hereby certified that the
information set forth in this statement is true, complete and
correct.
CHIQUITA BRANDS INTERNATIONAL, INC.
Dated: April 22, 1996 BY: /s/Robert W. Olson
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Robert W. Olson
Its: Vice President, General
Counsel and Secretary
AMERICAN FINANCIAL GROUP, INC.
Dated: April 22, 1996 BY: /s/James C. Kennedy
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James C. Kennedy
Its: Secretary
9
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Dated April 22, 1996 /s/James C. Kennedy
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James C. Kennedy, As
Attorney-In-Fact for:
Carl H. Lindner
Carl H. Lindner III
S. Craig Lindner
Keith E. Lindner
10
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SCHEDULE 1
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The following is information with respect to each person
who is a director or executive officer of Chiquita and each
person ultimately in control of Chiquita.
American Financial is a holding company which, through its
subsidiaries, is engaged primarily in specialty and multi-line
property and casualty insurance businesses and in the sale of
tax-deferred annuities.
Carl H. Lindner is Chairman of the Board and Chief
Executive Officer of Chiquita. Mr. Lindner's principal
occupation is Chairman of the Board of Directors and Chief
Executive Officer of American Financial.
Carl H. Lindner, III's principal occupation is Co-President
of American Financial.
Keith E. Lindner is a director and the President and Chief
Operating Officer of Chiquita. He is also Co-President of
American Financial.
S. Craig Lindner's principal occupations are Co-President
of American Financial and President of American Annuity Group,
Inc. ("AAG"), a subsidiary of American Financial. AAG,
through its subsidiaries, is engaged in the sale of annuities
and life insurance.
The identity and background of the executive officers and
directors of Chiquita (other than Carl H. Lindner and Keith E.
Lindner, for whom such information is set forth above) are as
follows:
Fred J. Runk is a director of Chiquita. His principal
occupation is Senior Vice President and Treasurer of American
Financial.
Jean Head Sisco is a director of Chiquita. Her principal
occupation is a Partner in Sisco Associates, management
consultants. The business address of Mrs. Sisco is 2517
Massachusetts Avenue, N.W., Washington, D.C. 20008.
William W. Verity is a director of Chiquita. Mr. Verity's
principal occupation is Chairman and Chief Executive Officer
of ENCOR Holdings, Inc. ("ENCOR"). ENCOR develops and
manufactures plastic molded components and is a subsidiary of
Leaver Corp., an investment holding company, of which Mr.
Verity also serves as Chairman. The business address of Mr.
Verity is 3905 Vincennes Road, Indianapolis, Indiana 46268.
Oliver W. Waddell is a director of Chiquita. Mr. Waddell
is the retired Chairman, President and Chief Executive Officer
of Star Banc Corporation, a multi-state bank holding company.
11
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Mr. Waddell's business address is Star Bank Center, 425 Walnut
Street, 9th Floor, Cincinnati, Ohio 45202.
Ronald F. Walker is a director of Chiquita. Mr. Walker's
principal occupation is Vice Chairman of Great American
Insurance Company, a subsidiary of American Financial.
Robert F. Kistinger is Senior Executive Vice President of
Chiquita's Chiquita Banana Group.
Robert W. Olson is Vice President, General Counsel and
Secretary of Chiquita.
Jos P. Stalenhoef is the President of Chiquita Banana
Company-North American Division.
William A. Tsacalis is Vice President and Controller of
Chiquita.
Steven G. Warshaw is Executive Vice President, Chief
Administrative Officer and Chief Financial Officer of Chiquita.
The identity and background of the executive officers and
directors of American Financial (other than Carl H. Lindner,
Keith E. Lindner, and Fred J. Runk, for whom such information
is set forth above) are as follows:
Theodore H. Emmerich is a director of American Financial.
He is a retired managing partner of Ernst & Young, certified
public accountants, Cincinnati, Ohio. Mr. Emmerich's address
is 1201 Edgecliff Place, Cincinnati, Ohio, 45206.
James E. Evans' principal occupation is Senior Vice
President and General Counsel of American Financial. He is
also a director of American Financial.
Thomas M. Hunt is a director of American Financial. His
principal occupation is President of Hunt Petroleum
Corporation, an oil and gas production company. Mr. Hunt's
business address is 5000 Thanksgiving Tower, 1601 Elm Street,
Dallas, Texas 75201.
William Martin is a director of American Financial. His
principal occupation is Chairman of the Board of MB Computing,
Inc., a privately held computer software development company.
Mr. Martin's business address is 245 46th Avenue, St.
Petersburg Beach, Florida 33706.
Neil M. Hahl's principal occupation is a Senior Vice
President of American Financial.
Thomas E. Mischell's principal occupation is Senior Vice
President - Taxes of American Financial.
12
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The business address for American Financial. Carl H.
Lindner, Carl H. Lindner, III, S. Craig Lindner, Neil M. Hahl,
Ronald F. Walker, Theodore H. Emmerich, James E. Evans, Thomas
E. Mischell and Fred J. Runk is One East Fourth Street,
Cincinnati, Ohio 45202. The business address for Keith E.
Lindner, Robert F. Kistinger, Robert W. Olson, Jos P.
Stalenhoef, William A. Tsacalis and Steven G. Warshaw is 250
East Fifth Street, Cincinnati, Ohio 45202.
None of the persons listed above has, during the last five
years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
None of the persons listed above has, during the last five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which such person is or was subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Each of the persons listed above is a United States
citizen.
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EXHIBIT INDEX
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Exhibit No. Description of Exhibit
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7.1 Stock Purchase Agreement dated
December 20, 1995 between Smith-
field Foods, Inc. and Chiquita
Brands International, Inc.*
7.2 Registration Rights Agreement dated
December 20, 1995 between Smithfield
Foods, Inc. and Chiquita Brands
International, Inc. relating to the
Common Stock issued pursuant to the
Stock Purchase Agreement*
7.3 Agreement to file Joint Statement*
7.4 Powers of Attorney*
7.5 Rights Agreement between Smithfield
and First Union National Bank of
North Carolina, dated as of May 8,
1991, as amended by Amendment No. 1
dated as of January 31, 1994.*
7.6 Letter to Smithfield from Chiquita
dated April 19, 1996 pursuant to
Sections 1.1 and 7.6 of the
Registration Rights Agreement.
*Previously filed or incorporated by reference.
14
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Exhibit 7.6
Chiquita Brands International, Inc.
250 East Fifth Street
Cincinnati, Ohio 45202
(513) 784-8000
Smithfield Foods, Inc.
900 Dominion Towers
999 Waterside Drive
Norfolk, Virginia 23510
Attention: Joseph W. Luter III
Facsimile No: (804) 365-3018
April 19, 1996
Re: Registration Rights Agreement dated December 20, 1995
(the "Agreement") between Smithfield Foods Inc.
("Smithfield") and Chiquita Brands International, Inc.
("Chiquita")
______________________________________________________
--Request for Demand Registration Rights pursuant to
Section 1.1
--Notice of Proposed Transfer of Shares and related rights
pursuant to Section 7.6
Dear Mr. Luter:
Pursuant to Section 1.1 of the above-referenced Agreement,
Chiquita hereby requests that Smithfield prepare and file a
registration statement, as required by Section 1.1 of the
Agreement, with respect to all of the 1,094,273 shares of
common stock, par value Fifty Cents ($.50) per share, of
Smithfield held by Chiquita (the Shares ). Chiquita s
present intention is to offer the Shares for distribution and
Chiquita undertakes to provide all such information and
materials and take all such actions and execute all such
documents as may be required in order to permit Smithfield to
comply with all applicable requirements of the Securities and
Exchange Commission and to obtain acceleration of the
effective date of the Registration Statement.
Pursuant to Section 7.6 of the Agreement, Chiquita hereby
notifies Smithfield that it desires to transfer all of the
Shares, together with all of the rights of Chiquita under the
Agreement, to a party other than an Affiliate of Chiquita (as
defined in the Agreement).
15
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Very truly yours,
Chiquita Brands International, Inc.
By /s/Robert W.Olson
Robert W. Olson
Vice President, General Counsel and
Secretary
cc: Peter M. Sommerhauser, Esq.
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, WI 53202
Facsimile No: (414) 273-5198
Sam Young Garrett, Esq.
McGuire, Woods, Battle & Booth, LLP
One James Center
901 East Cary StreetRichmond, VA 23219
Facsimile No: (804) 775-7456
16
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