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 18, 1998
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 File Number) Identification No.)
incorporation)
200 COMMERCE STREET
SMITHFIELD, VIRGINIA 23430
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code (757) 365-3000
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ITEM 5. OTHER EVENTS
Smithfield Foods, Inc. (the "Registrant") announced on November 18, 1998,
that all of the terms and conditions of its offer for Schneider Corporation
("Schneider") have been satisfied and that its wholly-owned subsidiary,
Smithfield Canada Limited ("Smithfield Canada"), will take up and pay for any
and all Schneider Common Shares and Class A Non-Voting Shares deposited under
the offer.
At 5:00 p.m. (Toronto time) on November 18, 1998 Schneider shareholders
(including members of the Schneider Family) had deposited approximately 688,974
Common Shares and 3,612,818 Class A Non-Voting Shares in acceptance of
Smithfield Canada's offer, representing approximately 93% of the outstanding
Common Shares and 54% of the outstanding Class A Non-Voting Shares.
Smithfield Canada has extended the time during which its offer is open for
acceptance (by any Schneider shareholder who had not tendered to the offer by
November 18, 1998) to 5:00 p.m. (local time at place of deposit) on December 1,
1998.
A copy of a news release issued by the Registrant on November 18, 1998, is
filed herewith as Exhibit 99.
<PAGE>
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.
By: /s/ Aaron D. Trub
Aaron D. Trub
Vice President, Chief Financial
Officer and Secretary
Dated: November 20, 1998
Exhibit 99
SMITHFIELD FOODS, INC.
SMITHFIELD CANADA LIMITED
FOR IMMEDIATE RELEASE Contact:
Aaron D. Trub
Smithfield Foods, Inc.
757-365-3000
SMITHFIELD ANNOUNCES RESULTS
OF BID FOR SCHNEIDER CORPORATION
November 19, 1998 - Smithfield Foods, Inc. (NASDAQ-SFDS) announced today that
all of the terms and conditions of its offer for Schneider Corporation have been
satisfied that its wholly-owned subsidiary, Smithfield Canada Limited, will take
up and pay for any and all Schneider Common Shares and Class A Non-Voting Shares
deposited under the offer.
At 5:00 p.m. (Toronto time) on November 18, 1998 Schneider shareholders
(including members of the Schneider Family) had deposited approximately 688,974
Common Shares and 3,612,818 Class A Non-Voting Shares in acceptance of
Smithfield Canada's offer, representing approximately 93% of the outstanding
Common Shares and 54% of the outstanding Class A Non-Voting Shares.
Smithfield Canada also announced that it has extended the time during which its
offer is open for acceptance (by any Schneider shareholder who had not tendered
to the offer by November 18, 1998) to 5:00 p.m. (local time at place of deposit)
on December 1, 1998.
Smithfield Canada mailed its offer on October 19, 1998. Under the offer,
Schneider shareholders were offered 0.5415 of an Exchangeable Share of
Smithfield Canada for each Schneider share. The Exchangeable Shares provide the
same voting, liquidation and dividend rights as Smithfield Foods shares and are
exchangeable by the holders at any time for Smithfield Foods common shares.
Based on the NASDAQ closing price of Smithfield Foods common shares on November
18, 1998 (US$25.125 per share), the implied value of Smithfield Canada's offer
is Cdn.$21.17 per Schneider share.
Smithfield Foods is the largest vertically integrated producer and marketer of
fresh pork and processed meats in the United States. Smithfield Foods had a net
income of U.S.$. 53.4 million (Cdn$.76.6 million) on sales of U.S.$ 3.9 billion
(Cdn.$ 5.6 billion) for the fiscal year ending May 3, 1998.
Smithfield Foods, Inc. 200 Commerce Street Smithfield, Virginia 23430
