Filed Pursuant to Rule 424(b)(3)
File Number 333-46495
File Number 333-46495-01
SUPPLEMENT TO THE OFFER AND CIRCULAR DATED OCTOBER 19, 1998
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU HAVE
ANY QUESTIONS AS TO HOW TO DEAL WITH IT, YOU SHOULD CONSULT YOUR PROFESSIONAL
ADVISORS. NO SECURITIES COMMISSION OR SIMILAR AUTHORITY IN CANADA OR THE UNITED
STATES HAS IN ANY WAY PASSED UPON THE MERITS OF THE SECURITIES OFFERED HEREUNDER
AND ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE. INFORMATION RELATING TO
SMITHFIELD FOODS HAS BEEN INCORPORATED BY REFERENCE FROM DOCUMENTS FILED BY
SMITHFIELD WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION AND THE
CANADIAN SECURITIES REGULATORY AUTHORITIES AND MAY BE OBTAINED ON REQUEST
WITHOUT CHARGE FROM THE SECRETARY OF SMITHFIELD FOODS AT 200 COMMERCE STREET,
SMITHFIELD, VIRGINIA, 23430.
OFFERS TO PURCHASE
ANY AND ALL OF THE OUTSTANDING COMMON SHARES AND CLASS A NON-VOTING SHARES OF
SCHNEIDER CORPORATION
BY
SMITHFIELD CANADA LIMITED
A WHOLLY-OWNED SUBSIDIARY OF
SMITHFIELD FOODS, INC.
This is a Supplement to Smithfield Canada's Offer and Circular dated
October 19, 1998, (the "Offer and Circular") and should be read in conjunction
therewith. The Offer and Circular is incorporated by reference in this
Supplement. Capitalized terms used in this Supplement without definition have
the meanings ascribed to them in the Offer and Circular.
Smithfield Canada Limited has offered to purchase, upon the terms and
subject to the conditions described in the Offer and Circular, each outstanding
Common Share and each Class A non-voting Share (including Class A Shares
issuable upon exercise of outstanding Options) of Schneider Corporation for
0.5415 of an Exchangeable Share of Smithfield Canada. Each whole Exchangeable
Share will be exchangeable for one share of the common stock of Smithfield
Foods. Smithfield Canada is a newly-incorporated, wholly-owned subsidiary of
Smithfield Foods. The Offers will be open for acceptance until 5:00 p.m. (local
time at place of deposit) on November 18, 1998, unless extended or withdrawn by
Smithfield Canada.
The closing price of the shares of Smithfield Common Stock on the Nasdaq
National Market on October 23, 1998 was US$20.375. Based on such closing price
and using the United States/Canada currency exchange rate in effect on that date
(the Noon Spot Rate), the value of 0.5415 of a share of Smithfield Common Stock
was C$17.04.
The dealer manager for the Offers is First Marathon Securities Limited.
Questions and requests for assistance may be directed to the Dealer Manager or
to CIBC Mellon Trust Company, the Depositary for the Offers. Additional copies
of this document, the Offer and Circular and related materials may be obtained
without charge on request from the Depositary at its Toronto office specified on
the back page of this document.
FOR A DISCUSSION OF RISK FACTORS TO BE CONSIDERED BY SHAREHOLDERS IN
EVALUATING WHETHER TO ACCEPT THE OFFERS, SEE "RISK FACTORS" BEGINNING ON PAGE 16
OF THE OFFER AND CIRCULAR.
October 26, 1998
<PAGE>
NOTICE OF CHANGE
FAVOURABLE COURT OF APPEAL DECISION
On October 21, 1998, the Ontario Court of Appeal released a favourable
decision in the litigation relating to the Maple Leaf Offer.
In a unanimous decision, the Court of Appeal affirmed the trial Court's
decision, which dismissed all claims made by Maple Leaf and the other
plaintiffs. The trial Court's decision, affirmed by the Court of Appeal, found
that there was no oppression by either Schneider or the Schneider Family and
also declared that the Maple Leaf Offer is not an Exclusionary Offer triggering
the "coat-tail" conversion rights described in the Offer and Circular.
STATUTORY RIGHTS
Securities legislation in certain of the provinces and territories of
Canada provides holders of Schneider Shares with, in addition to any other
rights they may have at law, rights of recission or to damages, or both, if
there is a misrepresentation in a circular or a notice that is required to be
delivered to the holders of Schneider Shares. However, such rights must be
exercised within prescribed time limits. Holders of Schneider Shares should
refer to the applicable provisions of the securities legislation of their
province or territory for particulars of those rights, or consult with a lawyer.
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<PAGE>
APPROVAL AND CERTIFICATE
The contents of the Offer and Circular (including the documents
incorporated by reference therein) and this Supplement have been approved, and
the sending, communication or delivery thereof to the Shareholders of Schneider
Corporation has been authorized by, the Board of Directors of Smithfield Canada
Limited. The foregoing contain no untrue statement of a material fact and do not
omit to state a material fact that is required to be stated or that is necessary
to make a statement not misleading in the light of the circumstances in which it
was made. In addition, the foregoing do not contain any misrepresentation likely
to affect the value or the market price of the securities which are the subject
of the Offers, as varied by this Supplement.
Dated: October 26, 1998.
(Signed) Joseph W. Luter, III (Signed) Aaron D. Trub
Chief Executive Officer Chief Financial Officer
On behalf of the Board of Directors
(Signed) Rene R. Sorell (Signed) Graham P.C. Gow
Director Director
S-3
<PAGE>
THE DEPOSITARY FOR THE OFFERS IS
CIBC MELLON TRUST COMPANY
FOR DELIVERY BY MAIL AND BY FACSIMILE TRANSMISSION:
CIBC MELLON TRUST COMPANY
P.O. Box 1036
Adelaide Street Postal Station
Toronto, Ontario
M5C 2K4
Attention: Special Projects
Telephone: (416) 643-5500
Toll Free: 1-800-387-0825
Fax: (416) 643-3148
FOR DELIVERY BY HAND OR COURIER:
CIBC Mellon Trust Company
199 Bay Street
Commerce Court West
Securities Level
Toronto, Ontario
M5L 1G9
Attention: Courier Window
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MONTREAL CALGARY VANCOUVER
2001 University Street 600 The Dome Tower Mall Level
16th Floor 333 Seventh Avenue S.W. 1177 West Hastings Street
Montreal, PQ 6th Floor Vancouver, BC
H3A 2A6 Calgary, AB V6E 2K3
T2P 2Z1
WINNIPEG HALIFAX REGINA
330 St. Mary Avenue 1660 Hollis Street 1080 - 2002 Victoria Avenue
Suite 201 Centennial Building, Main Floor Regina, SK
Winnipeg, MB Halifax, NS S4P 0R7
R3C 3Z5 B3J 1V7
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THE DEALER MANAGER OF THE OFFERS IS
FIRST MARATHON SECURITIES LIMITED
First Marathon Securities Limited
The Exchange Tower
2 First Canadian Place
Suite 3200, P.O. Box 21
Toronto, Ontario
M5X 1J9
Tel: (416) 869-3707
Fax: (416) 869-6411
