UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
SMITHFIELD FOODS, INC.
(Name of Issuer)
COMMON STOCK
$.50 PAR VALUE
(Title of Class of Securities)
83224810
(CUSIP Number)
Kevin S. Moore
Senior Vice President and Chief Financial Officer
The Clark Estates, Inc.
30 Wall Street
New York, New York 10005
Tel. No.: (212) 269-1833
With a copy to:
David W. Ambrosia, Esq.
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004-1490
(212) 858-1208
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
April 4, 1997
(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 statement because of Rule 13d-1(b)(3) or (4), check the following: [
]
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SCHEDULE 13D
================================================================================
CUSI83224810 Page of __ Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Clark Estates, Inc.
13-5524538
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
NUMBER OF 895,385
SHARES
BENEFICIALLY -------------------------------------------------
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 0
-------------------------------------------------
9 SOLE DISPOSITIVE POWER
895,385
------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
895,385
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
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14 TYPE OF REPORTING PERSON*
CO
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Pursuant to Item 101(a)(2)(ii) of Regulation S-T promulgated
pursuant to the Securities Exchange Act of 1934, as amended (the "Act"), this
Amendment No. 7 restates the Schedule 13D dated November 4, 1981 filed by The
Clark Estates, Inc. (as amended, the "Schedule 13D").
Item 1. Security and Issuer.
This Amendment No. 7 relates to shares of Common Stock, $.50
par value per share (the "Common Stock") of Smithfield Foods, Inc., a Delaware
corporation (the "Company"). The address of the Company's principal executive
offices is 900 Dominion Tower, 999 Waterside Drive, Norfolk, Virginia 23510.
Item 2. Identity and Background.
(a) - (c) This statement is being filed by The Clark
Estates, Inc. (the "Reporting Person").
The Reporting Person is a New York corporation principally
engaged in the business of providing administrative services relating to
investments of certain institutional, corporate, individual and trust accounts
affiliated with the Clark family. The principal business and principal office
address of the Reporting Person is 30 Wall Street, New York, New York 10005.
The name, business address, present principal occupation or
employment of each executive officer and director of the Reporting Person (the
"Executive Officers and Directors") are set forth in Schedule I hereto, which is
incorporated herein by reference.
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(d) - (e) During the last five years, neither the Reporting
Person nor, to the best knowledge of the Reporting Person, any of the Executive
Officers and Directors has (A) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (B) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or sate securities laws or finding any violation
with respect to such laws.
(f) Each of the persons listed in this Item 2 or Schedule I
hereto is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
On October 27, 1981, eleven accounts for which the Reporting
Person provides investment services purchased directly from the Company pursuant
to note purchase agreements an aggregate principal amount of $6,100,000 of 10%
Convertible Subordinated Notes, Series A, due November 1, 1991 (the "Notes").
The Notes were convertible into shares of Company Common Stock at a rate of $6
per share (or an aggregate of 7,016,666 shares), subject to adjustment. The
aggregate $6,100,000 purchase price for the Notes was provided by funds
available for investment in each of the eleven accounts.
The Notes were issued as part of an offering by the Company of
an aggregate of $7,750,000 of principal amount of Notes. Pursuant to the terms
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of the offering, the Company increased the number of members of its Board of
Directors by two and agreed that for so long as any Notes remained outstanding
the holders of a majority of such outstanding Notes would be entitled to
nominate the individuals to fill the two additional board seats. During 1985 and
1986 the Company redeemed and repurchased from the Reporting Person Notes in an
aggregate principal amount of $3,812,500, as disclosed in Amendment No. 1 (dated
August 19, 1985) and Amendment No. 2 (dated May 8, 1986) of the Schedule 13D.
Thereafter the Reporting Person converted its remaining Note holding into
Company Common Stock pursuant to the terms of the conversion rights under the
Notes. Between 1986 and 1994 the Company announced two separate two-for-one
splits of the Company Common Stock and during this period the Reporting Person
sold certain shares of the Company Common Stock in a series of transactions,
which were disclosed, where required, in the following amendments of the
Schedule 13D: Amendment No. 3 (dated April 22, 1988), Amendment No. 4 (dated
January 4, 1991), Amendment No. 5 (dated July 31, 1991) and Amendment No. 6
(dated August 19, 1991).
Item 4. Purpose of Transaction.
The purpose of the Reporting Person's purchase of the Notes
was for investment. The purpose of the Reporting Person's various dispositions
of the Notes and Company Common Stock, including the sales reported below, was
to liquidate the investment in the Company.
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Item 5. Interest in Securities of the Issuer.
(a) The remaining 895,385 shares of Company Common
Stock beneficially owned by the Reporting Person constitute 4.9% of the
outstanding shares of Company Common Stock (based upon an aggregate of
18,093,015 outstanding shares of Company Common Stock, as reported in the
Company's Form 10-Q for the period ended January 26, 1997).
(b) The Reporting Person has sole power to vote or to direct
the vote of the shares of Company Common Stock referred to in paragraph (a)
above and sole power to dispose or to direct the disposition of any such shares.
(c) Information with respect to all transactions in the
Company Common Stock which were effected by the Reporting Person during the past
sixty days is set forth in Schedule II hereto, which is incorporated herein by
reference.
(d) Not applicable.
(e) As of April 4, 1997 the Reporting Person ceased to be the
beneficial owner of more than 5% of the outstanding shares of Company Common
Stock as a result market sales of Company Common Stock by the Reporting Person.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Neither the Reporting Person, nor (to the best
knowledge of the Reporting Person) any of the Executive Officers and Directors,
has any contract, arrangement, understanding or relationship (legal or
otherwise) with any person with respect to any securities of the Company,
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including but not limited to the transfer or voting of any of such securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss or the giving or the
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
All Exhibits to Schedule 13D previously filed in paper format
are incorporated by reference herein pursuant to Rule 102(a) of Regulation S-T
promulgated under the Act.
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SIGNATURES
After reasonable inquiry and to the best knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
April __, 1997
Date
/s/ Kevin S. Moore
- -----------------------------
Signature
Senior Vice President and
Chief Financial Officer
The Clark Estates, Inc.
- -----------------------------
Name/Title
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SCHEDULE I
Executive Officers and Directors of
The Clark Estates, Inc.
Except where otherwise indicated, the business address of each
of the following is The Clark Estates, Inc., 30 Wall Street, New York, New York
10005.
Principal Occupation
Name and Name of Business
Edward W. Stack President and Director
The Clark Estates, Inc.
Management Services
Jane F. Clark Chairman and Director
The Clark Estates, Inc.
Management Services
Kevin S. Moore Senior Vice President, Chief
Financial Officer and Director
The Clark Estates, Inc.
Management Services
William T. Burdick Secretary
The Clark Estates, Inc.
Management Services
Anne L. Peretz Director
The Clark Estates, Inc.
Management Services
Marshall F. Wallach Director
The Clark Estates, Inc.
Management Services
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SCHEDULE II
Transactions in Company Common Stock
Effected by Reporting Person
During Past Sixty Days
Transaction Number of Per Share
Date Type Shares Sold Sale Price
3-25-97 Market Sale 35,000 $42.2140
3-26-97 Market Sale 40,000 $41.2813
3-26-97 Market Sale 100,000 $41.2720
3-27-97 Market Sale 100,000 $41.1250
3-27-97 Market Sale 20,000 $41.0625
3-27-97 Market Sale 30,000 $41.2500
4-1-97 Market Sale 20,000 $42.2562
4-1-97 Market Sale 25,000 $42.6250
4-2-97 Market Sale 10,000 $42.5000
4-3-97 Market Sale 20,000 $42.6560
4-4-97 Market Sale 20,000 $44.5000
4-4-97 Market Sale 30,000 $45.2396
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