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) December 1, 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
<PAGE>
ITEM 5. OTHER EVENTS
Smithfield Foods, Inc. (the "Registrant") announced on December 2, 1998,
the final results of the offer by its wholly-owned subsidiary, Smithfield Canada
Limited ("Smithfield Canada"), for Schneider Corporation.
By the expiry of Smithfield Canada's offer on December 1, 1998,
Schneider Corporation's shareholders had deposited approximately 693,110 Common
Shares and 3,929,544 Class A Non-Voting Shares in acceptance of Smithfield
Canada's offer, representing approximately 94% of the outstanding Common Shares
and 59% of the outstanding Class A Non-Voting Shares. As a result, Smithfield
Canada owns 94% of the votes and 62.5% of the total equity of Schneider
Corporation.
Smithfield Canada issued approximately 2,505,000 Exchangeable Shares
under the offer. Each Exchangeable Share is exchangeable by the holder at any
time for one common share of Smithfield Foods.
A copy of a news release issued by the Registrant on December 2, 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.
(Registrant)
By: /s/ Aaron D. Trub
(Signature)
Aaron D. Trub
Vice President, Chief Financial
Officer and Secretary
Dated: December 2, 1998
EXHIBIT 99
SMITHFIELD FOODS NEWS RELEASE
SMITHFIELD FOODS, INC.
SMITHFIELD CANADA LIMITED
FOR IMMEDIATE RELEASE
IN THE UNITED STATES AND CANADA Contact:
Aaron D. Trub
Smithfield Foods, Inc.
757-365-3000
SMITHFIELD ANNOUNCES FINAL RESULTS
OF TAKE-OVER BID FOR SCHNEIDER CORPORATION
Smithfield, Virginia, December 2, 1998 - Smithfield Foods, Inc.
(NASDAQ:SFDS) announced today the final results of the offer made by its
wholly-owned subsidiary, Smithfield Canada Limited, for Schneider Corporation.
By the expiry of Smithfield Canada's offer on December 1, 1998,
Schneider shareholders had deposited approximately 693,110 Common Shares and
3,929,544 Class A Non-Voting Shares in acceptance of Smithfield Canada's offer,
representing approximately 94% of the outstanding Common Shares and 59% of the
outstanding Class A Non-Voting Shares. As a result, Smithfield Canada owns 94%
of the votes and 62.5% of the total equity of Schneider.
Smithfield Canada issued approximately 2,505,000 Exchangeable Shares
under the offer. Each Exchangeable Share is exchangeable by the holder at any
time for one common share of Smithfield Foods.
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 US$ 53.4 million (Cdn$76.6 million) on sales of US$
3.9 billion (Cdn$5.6 billion) for the fiscal year ending May 3, 1998.
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