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) September 2, 1999
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 September 2, 1999,
that it has reached an agreement in principle to acquire all of the capital
stock of the corporate entities known as Murphy Farms, Inc. and its affiliated
companies for approximately 10 million shares of the Registrant's common stock,
and the assumption of approximately $170 million of term debt and other
liabilities. It is expected that the transaction will be effective January 1,
2000.
A copy of a news release issued by the Registrant on September 2, 1999, 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/ C. LARRY POPE
----------------------------------
(Signature)
C. Larry Pope
Vice President and Chief
Financial Officer
Dated: September 7, 1999
Exhibit 99
Press Release
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SMITHFIELD FOODS PRESS RELEASE
FOR IMMEDIATE RELEASE
For more information:
Michael B. Miller
212-758-8568
SMITHFIELD FOODS REACHES AGREEMENT IN PRINCIPLE
TO ACQUIRE MURPHY FAMILY FARMS
Smithfield, Virginia, September 2, 1999 - Smithfield Foods, Inc.
(NASDAQ:SFDS) today announced that it has reached an agreement in principle to
acquire all of the capital stock of the corporate entities known as Murphy
Farms, Inc. and its affiliated companies (collectively "Murphy Family Farms")
for approximately 10 million shares of Smithfield Foods, Inc. common stock, and
the assumption of approximately $170 million of term debt and other liabilities.
It is expected that this transaction will be effective January 1, 2000.
Murphy Family Farms is the second largest hog production company in the
United States and is headquartered in Rose Hill, North Carolina. Murphy Family
Farms has approximately 325 thousand sows producing approximately 5.5 million
market hogs annually.
Smithfield Foods, Inc., through its two subsidiaries Carroll's Foods, Inc.
and Brown's of Carolina, Inc., is the nation's largest hog producer and raises
hogs in North Carolina, South Carolina, Colorado, Virginia, and Utah. Carroll's
also produces hogs in Brazil and Mexico. This acquisition will roughly double
Smithfield Foods hog production capacity and increase the Company's level of
domestic vertical integration to approximately 60%.
"Murphy Family Farms has been a long-term supplier of quality hogs to
Smithfield Foods and we will be delighted to have them join the Smithfield
family of companies" said Joseph W. Luter, III, Chairman and Chief Executive
Officer of Smithfield Foods. He also stated that "While this transaction will
temporarily take us above our stated goal of 30 to 40% vertical integration, it
was too good an opportunity to let pass given the value of the assets and the
current political and environmental barriers to further internal expansion. We
expect the industry to continue consolidating and Smithfield Foods will continue
to lead that consolidation."
<PAGE>
"Although hog prices are currently depressed, we expect this acquisition
to be substantially accretive and enhance shareholder value on a long term
basis. Going forward, Murphy Family Farms will be conducted as a separate
operating unit of Smithfield Foods joining Brown's of Carolina (86% company
owned) and the recently acquired Carroll's Foods as part of the Company's Hog
Production Group."
The acquisition is subject to, among other things, the successful
negotiation of a definitive acquisition agreement, the satisfactory completion
of an ongoing due diligence investigation of Murphy Family Farms by the Company,
approval by the Company's Board of Directors and Shareholders and any applicable
regulatory filings and approvals by governmental agencies.
Smithfield Foods is the largest hog producer and pork processor in the
world. The Company's brands include Smithfield Lean Generation Pork, Smithfield
Premium, Gwaltney, John Morrell, Patrick Cudahy, Schneiders, Krakus, Lykes,
Esskay, Kretschmar, Valleydale, Jamestown, Dinner Bell, ReaLean, Patrick's
Pride, Great, Tobin's First Prize, Peyton's, Curly's, Ember Farms and others.
This news release may contain "forward-looking" information within the
meaning of the federal securities laws. The forward-looking information may
include statements concerning the Company's outlook for the future, as well as
other statements of beliefs, future plans and strategies or anticipated events,
and similar expressions concerning matters that are not historical facts.
Forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed in, or implied
by, the statements. The risks include availability and prices of live hogs, raw
materials and supplies, product pricing, the competitive environment and related
market conditions, operating efficiencies, access to capital and actions of
domestic and foreign governments.
