UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)*
SMITHFIELD FOODS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $ .50 PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
832248 10 8
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 7, 1999
---------------------------------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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).
SEC 1745(3-98)
<PAGE>
SCHEDULE 13G
CUSIP No. 832248 10 8 Page 2 of 6 Pages
------------- - -
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey S. Matthews
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,185,333
OWNED BY ------------------------------------------------------
EACH
REPORTING 6 SHARED VOTING POWER
PERSON
WITH -0-
------------------------------------------------------
7 SOLE DISPOSITIVE POWER
2,185,333
------------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,185,333
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
(SEE INSTRUCTIONS)
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.75%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- --------------------------------------------------------------------------------
2 of 6
<PAGE>
ITEM 1.
(a) NAME OF ISSUER.
The Issuer is Smithfield Foods, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
The Issuer's principal executive offices are located at 200
Commerce Street, Smithfield, Virginia 23430.
ITEM 2.
(a) NAME OF PERSON FILING.
The Reporting Person filing this Statement is Jeffrey S. Matthews.
The Reporting Person may be deemed to be a member of a "group"
consisting of him, his sister, Carroll M. Baggett, and his brother,
James O. Matthews (together with the Reporting Person, the "Family
Members") formed for the purpose of disposing of shares of the
Issuer's Common Stock. The Reporting Person received a portion of
his shares of the Issuer's Common Stock on May 7, 1999, in exchange
for his equity interests in various companies owned by the Family
Members that were acquired by the Issuer (the "Acquired
Companies"). Each of the other two Family Members also received a
portion of their respective shares of Common Stock in exchange for
their equity interests in the Acquired Companies. In connection
with those transactions, each of the Family Members entered into a
Registration Rights Agreement and an Agreement of Shareholders,
both dated as of May 3, 1999, with the Issuer. Pursuant to the
Registration Rights Agreement, and subject to certain restrictions
and conditions, each of the Family Members has certain rights to
demand that the Issuer file registration statements with the
Securities and Exchange Commission under the Securities Act of
1933, as amended, covering resales of shares of Common Stock held
by him or her and to include shares he or she holds in any
registration statement filed by the Issuer upon the demand of any
other Family Member. Also, pursuant to the Agreement of
Shareholders, each Family Member has agreed, among other things, to
certain restrictions on his or her ability to sell, transfer or
encumber the shares of Common Stock held by him or her during a
period of one year following receipt of such stock. As a result of
the above agreements, and to facilitate any desired dispositions of
portions of their separate shares of Common Stock, the Family
Members likely will, from time to time in the future, act
cooperatively in any such dispositions of shares of Common Stock.
To the extent that the above arrangements cause the Family Members
to constitute a group, then the members of the group are the Family
Members. However, the Reporting Person disclaims the existence of a
"group."
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE.
The address of the Reporting Person's principal business office
is:
Post Office Box 707
Warsaw, North Carolina 28398.
(c) CITIZENSHIP.
The Reporting Person is a citizen of the United States.
3 of 6
<PAGE>
(d) TITLE OF CLASS OF SECURITIES.
This Statement relates to the Issuer's Common Stock, $0.50 par
value per share.
(e) CUSIP NO.
The CUSIP number of the Common Stock is 832248108.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b) OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o);
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c);
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8);
(e) [ ] An investment adviser in accordance with
Section 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Section 240.13d.1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
The Reporting Person's separate beneficial ownership of Common
Stock is as follows:
(a) Amount beneficially owned: 2,185,333
(b) Percent of class: 4.75%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 2,185,333
(ii) Shared power to vote or to direct the vote: -0-
(iii) Sole power to dispose or to direct the
disposition of: 2,185,333
(iv) Shared power to dispose or to direct the
disposition of: -0-
Carroll M. Baggett and James O. Matthews each owns and has sole
power to vote and dispose of 2,185,333 and 2,185,334 shares of
Common Stock, respectively. Therefore, to the extent that the
Family Members constitute a "group," the group would beneficially
own an aggregate of 6,556,000 shares constituting 14.24% of the
Issuer's outstanding shares of Common Stock. The Reporting Person
has no power (sole or shared) with respect to the
4 of 6
<PAGE>
voting or disposition of the shares held by either of Carroll M.
Baggett or James O. Matthews and, accordingly, disclaims
beneficial ownership thereof.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL
PERSON.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
To the extent that the Family Members constitute a group (see response
to Item 2(a)), then the group consists of the Reporting Person
(Jeffrey S. Matthews), Carroll M. Baggett and James O. Matthews. The
Reporting Person disclaims the existence of a group.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10.CERTIFICATION.
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
5 of 6
<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.
May 12, 1999 /S/ Jeffrey S. Matthews
-----------------------------
Jeffrey S. Matthews
6 of 6