UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6 )*
Smithfield Foods, Inc.
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(Name of Issuer)
Common Stock, $ .50 Par Value
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(Title of Class of Securities)
832248 10 8
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(CUSIP Number)
J. Troy Smith, Jr.
William R. Lathan, Jr.
Ward and Smith, P.A.
1001 College Court
New Bern, North Carolina 28562
(252) 633-1000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 2, 1998
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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 [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
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CUSIP No. 832248 10 8 Page 2 of 8 Pages
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<TABLE>
<CAPTION>
<S> <C>
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Carroll's Foods, Inc.
56-0897366
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5 CHECK 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
North Carolina, United States
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY
OWNED BY 2,556,000
EACH ------ -------------------------------------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON
WITH -0-
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9 SOLE DISPOSITIVE POWER
2,556,000
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,556,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.19%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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</TABLE>
Page 2 of 8
<PAGE>
Pursuant to Item 101(a)(2)(ii) of Regulation S-T promulgated pursuant to
the Securities Exchange Act of 1934, as amended, this Amendment No. 6 amends and
restates in its entirety the Schedule 13D dated August 18, 1992, as amended on
September 15, 1992, October 16, 1992, April 18, 1995, May 17, 1995, and January
10, 1996 (as so amended, the "Statement") as filed by Carroll's Foods, Inc.
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Common Stock, $.50 Par Value per share (the
"Common Stock"), of Smithfield Foods, Inc., a Delaware corporation with its
principal executive offices located at 200 Commerce Street, Smithfield, Virginia
23430 (the "Issuer").
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) This Statement is filed by Carroll's Foods, Inc. ("Carroll's"), a
North Carolina corporation engaged in the production of swine and poultry. The
address of the principal business and principal office of Carroll's is Highway
24 West, Post Office Box 856, Warsaw, North Carolina 28398.
The current directors, executive officers and control persons of Carroll's
are as follows:
(i) F. J. Faison, Jr., Post Office Box 856, Warsaw, North Carolina
28398, is the President, Chief Executive Officer and a Director of Carroll's at
its address listed above. Mr. Faison also serves as a director of the Issuer.
(ii) Jeffrey S. Matthews, Post Office Box 856, Warsaw, North
Carolina 28398, is a Vice President, Director, and principal shareholder of
Carroll's at its address listed above.
(iii) Carroll M. Baggett, Post Office Box 856, Warsaw, North
Carolina 28398, is a Vice President, Director, and principal shareholder of
Carroll's at its address listed above.
(iv) James O. Matthews, Post Office Box 856, Warsaw, North Carolina
28398, is a Vice President, Director, and principal shareholder of Carroll's at
its address listed above.
(v) A. L. Hobgood, III is a Director of Carroll's. He is an
investment broker and serves as Vice President of Scott & Stringfellow
Investment Corp., an investment brokerage firm. His business address, and the
address of his employer, is 514 Plaza Boulevard, Post Office Box 2549, Kinston,
North Carolina 28502.
Page 3 of 8
<PAGE>
(vi) William A. Prior is a Director of Carroll's. He serves as
President, Chief Executive Officer and a Director of Accudyne, Inc., a
manufacturer of printed circuit boards. His business address, and the address of
his employer, is 5800 McHines Place, Raleigh, North Carolina 27604.
(vii) John B. McKinnon is a Director of Carroll's. He is retired,
having formerly served as Dean of the Babcock Graduate School of Management at
Wake Forest University and as President of Sara Lee Corp. His residence address
is 2020 Virginia Road, Winston-Salem, North Carolina 27104.
(viii) Sheldon M. Fox is a Director of Carroll's. He is the Chief
Financial Officer of CCB Financial Corporation, a bank holding company, and its
bank subsidiary, Central Carolina Bank. His business address, and the address of
his employer, is 111 Corcoran Street, Durham, North Carolina 27701.
(d) During the last five years, neither Carroll's nor any of its above
executive officers or directors have been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither Carroll's nor any of its above
executive officers or directors have been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
either Carroll's or any such executive officer or director was or is 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.
(f) All of the above executive officers and directors of Carroll's are
United States citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Common Stock currently held by Carroll's is a portion of a larger
original number of shares acquired by Carroll's in various transactions
beginning in 1991. Of those original shares, certain shares were purchased on
the open market or in private transactions at various prices with general
operating funds of Carroll's, and 2,000,000 of such shares (as restated for a
stock split) were purchased by Carroll's directly from the Issuer pursuant to a
Subscription Agreement (the "Subscription Agreement") with payment of the
purchase price being made by delivery to the Issuer of a promissory note which
has since been repaid in full.
ITEM 4. PURPOSE OF TRANSACTION.
All shares of the Common Stock held by Carroll's were acquired for
investment purposes. Since September 1998, and pursuant to Forms 144 filed by
Carroll's with the Securities and
Page 4 of 8
<PAGE>
Exchange Commission, Carroll's has sold an aggregate of 400,000 shares of the
Common Stock. (See Item 5 below.) The purpose of these sales was to generate
funds for general business purposes. Carroll's currently plans to sell
additional shares of the Common Stock during the first three months of 1999,
subject to market conditions and its own investment judgment, and depending on
economic conditions in the swine industry, its working capital requirements,
access to adequate funding for operations and other financial considerations.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) Carroll's beneficially owns an aggregate of 2,556,000 shares of
the Common Stock, which constitutes 6.19% of the outstanding shares of such
stock (based on a total of 41,298,014 outstanding shares as reported in the
Issuer's most recent Quarterly Report on Form 10-Q filed on December 16, 1998).
The President and Chief Executive Officer of Carroll's, F.J. Faison, Jr.,
serves as a director of the Issuer. Mr. Faison holds directly 5,000 shares of
the Common Stock (as to which he exercises sole voting and dispositive power).
Mr. Faison also lists the above 2,556,000 shares held by Carroll's in his
reports on Form 4 filed with the Securities and Exchange Commission under
Section 16(a) of the Securities Exchange Act of 1934, but he disclaims
beneficial ownership of and any pecuniary interest in any of such shares held by
Carroll's.
A.L. Hobgood III, who is a director of Carroll's, also is, or may be
deemed to be, the beneficial owner of shares of the Common Stock. Mr. Hobgood
holds 7,000 shares in his own name (as to which shares he exercises sole voting
and dispositive power), and his wife holds 3,400 shares (as to which shares he
disclaims voting and dispositive power). Additionally, 15,000 shares are held in
a personal trust of which he is the sole beneficiary (but as to which shares the
Trustee has sole voting and dispositive power); 3,048 shares are held by Mr.
Hobgood as Trustee or Custodian for certain of his nieces and nephews (as to
which shares he has voting and dispositive power); 1,000 shares are held by his
brother as Trustee for Mr. Hobgood's children (as to which shares Mr. Hobgood
disclaims voting and dispositive power); and, 7,000 shares are held by a
charitable foundation of which Mr. Hobgood is a director (as to which shares Mr.
Hobgood disclaims voting and dispositive power).
Sheldon M. Fox, who is a director of Carroll's, is a beneficial owner of
100 shares of the Common Stock which shares are held jointly with certain family
members (as to which shares he exercises shared voting and dispositive power).
Carroll's has sole voting and dispositive power over its 2,556,000 shares
of the Common Stock. Carroll's disclaims any voting or dispositive power over
any shares beneficially owned by Mr. Faison, Mr. Hobgood or Mr. Fox, and those
shares are excluded from the aggregate beneficial ownership of Carroll's set
forth above.
(c) During the 60 days preceding the date of this Amendment No. 6, the
following transactions in the Common Stock have been effected by Carroll's:
Page 5 of 8
<PAGE>
Price Per
Date Number of Shares Share Type of Transaction
---- ---------------- --------- -------------------
October 2, 1998 10,000 $17.750 Open market sale
October 5, 1998 10,000 17.125 Open market sale
October 6, 1998 10,000 17.313 Open market sale
October 7, 1998 10,000 16.875 Open market sale
October 8, 1998 10,000 15.938 Open market sale
October 9, 1998 10,000 16.375 Open market sale
October 12, 1998 10,000 16.000 Open market sale
October 13, 1998 10,000 15.563 Open market sale
October 14, 1998 10,000 15.125 Open market sale
October 15, 1998 10,000 14.875 Open market sale
October 16, 1998 10,000 15.750 Open market sale
November 30, 1998 20,000 25.750 Open market sale
December 1, 1998 20,000 25.875 Open market sale
December 2, 1998 20,000 26.625 Open market sale
December 3, 1998 20,000 27.000 Open market sale
December 4, 1998 20,000 26.250 Open market sale
December 7, 1998 20,000 25.625 Open market sale
December 8, 1998 20,000 26.313 Open market sale
December 9, 1998 20,000 26.875 Open market sale
December 10, 1998 20,000 27.243 Open market sale
December 11, 1998 20,000 26.875 Open market sale
(d) All shares of Common Stock beneficially owned by Carroll's are held
of record by Carroll's Swine Investment Partnership (the "Partnership") which is
a Virginia general partnership. Carroll's serves as one of two general partners
of and holds a 99% equity interest in the Partnership. Carroll's Foods of
Virginia, Inc., whose shareholders are the same as those of Carroll's Foods,
Inc., is the remaining general partner and the holder of the remaining 1% equity
interest in the Partnership. No other person is known to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock owned by Carroll's.
With respect to the shares beneficially owned by Mr. Faison, Mr. Fox, and
Mr. Hobgood, no persons other than those specified in Item 5(a) above are known
to have any such right or power.
Page 6 of 8
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
In connection with its purchase from the Issuer of 2,000,000 newly issued
shares (as restated for a stock split) of the Common Stock, Carroll's entered
into the Subscription Agreement (see Item 3 above) which, among other things,
provides that, after payment of the Note in full, at the request of Carroll's on
up to four separate occasions the Issuer will file a registration statement
under the Securities Act of 1933 (the "Securities Act") relating to the offer
and sale by Carroll's of all or any portion of up to 3,722,000 (as restated for
a stock split) of the shares of the Common Stock held by Carroll's. Expenses
related to one such registration statement will be paid by the Issuer, and
Carroll's will be obligated to pay all expenses related to any other
registrations it requests. Additionally, the Issuer will give notice to
Carroll's prior to filing a registration statement relating to an underwritten
offering by the Issuer of shares of the Common Stock, and, subject to certain
conditions, Carroll's will have the right to include any of 3,722,000 (as
restated for a stock split) of the shares it holds in such registration
statement.
The rights of Carroll's under the Subscription Agreement with respect to
the registration of offers and sales of shares of the Common Stock may be
assigned and transferred to or for the benefit of any creditor of Carroll's
which at the time of lending to Carroll's took and has maintained a security
interest in any of the 3,722,000 shares (as restated for a stock split) held by
Carroll's.
The registration rights granted to Carroll's under the Subscription
Agreement shall expire as to any particular shares when (i) a registration
statement with respect to the sale of those shares has become effective and the
shares have been disposed of in accordance therewith, (ii) those shares have
been distributed to the public pursuant to Rule 144 under the Securities Act,
(iii) those shares have otherwise been transferred, new certificates for them
not bearing a legend restricting further transfer have been delivered by the
Issuer, and subsequent disposition of the shares does not require registration
or qualification under the Securities Act or any similar state law then in
force, or (iv) the shares have ceased to be outstanding.
Except as described herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among Carroll's, its
executive officers, directors and control persons, or between such persons and
any other person with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibit previously filed in paper format is incorporated by
reference herein pursuant to Rule 102(a) of Regulation S-T.
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
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1 Copy of Subscription Agreement (incorporated
herein by reference from Amendment No. 1 to the
Statement)
Page 7 of 8
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
CARROLL'S FOODS, INC.
By: /s/ F.J. Faison, Jr.
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F.J. Faison, Jr., President and
Chief Executive Officer
December 18, 1998
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