<PAGE>
INDEPENDENT SHAREHOLDER PROXY STATEMENT
[http://www.smithfieldpigs.org]
IN CONNECTION WITH THE
1999 ANNUAL MEETING OF SHAREHOLDERS
OF
SMITHFIELD FOODS, INC.
The Food and Allied Service Trades Department, AFL-CIO
("FAST") is furnishing this Proxy Statement in connection
with its solicitation of proxies for use at the Annual
Meeting of Shareholders of Smithfield Foods, Inc.
("Smithfield" or the "Company"), 200 Commerce Street,
Norfolk, Virginia 23430. The Annual Meeting is now
scheduled to be held at the Sheraton Waterside Hotel, 777
Waterside Drive, Norfolk, Virginia on Thursday, September 2,
1999 at 2:00 p.m. local time. Proxies solicited with this
Proxy Statement will be used at that time and at all
continuations and adjournments of the meeting for the
following purposes:
To elect a Board of fourteen (14) directors of the
Company to serve until the next Annual Meeting and
until their successors are duly elected and
qualified; except that FAST opposes the election of
Mr. Joel Greenberg.
To ratify the selection of Arthur Andersen LLP as
independent public accountants of the Company for
the fiscal year ending April 30, 2000; and
To consider and act upon an Independent Shareholder
Resolution recommending that the Board of Directors
of Smithfield amend the Company's Bylaws to require
that, at the earliest practicable date, a majority
of the Board be comprised of Independent Directors.
To transact such other business as may properly come
before the meeting or any continuation or
adjournment thereof.
Copies of this Proxy Statement and form of proxy are being
mailed to or given to
Shareholders on or about ____ ____, 1999.
<PAGE>
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED
GREEN PROXY CARD AND MAIL IT IN THE
POSTAGE PRE-PAID ENVELOPE PROVIDED HEREWITH TO:
FAST, AFL-CIO
815 16th Street, NW
Washington, D.C. 20006
INFORMATION CONCERNING FAST
FAST is an unincorporated labor organization, with
principal offices in Washington, D.C.. It is a
constitutional department of the American Federation of
Labor and Congress of Industrial Organizations ("AFL-CIO").
FAST is not the authorized collective bargaining
representative of any employees in meat processing or other
businesses that serve or may seek to serve as a supplier to
Smithfield Foods, Inc. FAST is the beneficial owner of ten
(10) shares of the Company's common stock. FAST's
affiliate, the United Food and Commercial Workers
International Union, has several local unions that are the
legal collective bargaining representatives of an estimated
6,500 of the Company's employees.
<PAGE>
SOLICITATION OF PROXIES
FAST expects to solicit proxies pursuant to this Proxy
Statement through the mail, by telephone and/or through
personal interviews. FAST will also request brokers,
custodians and other nominees to forward solicitation
materials to beneficial owners of common stock, and such
persons will be reimbursed for their reasonable out-of-
pocket expenses. Regular employees and officers of FAST and
of its affiliates and related organizations may also solicit
proxies personally and by telephone, and they will not
receive additional compensation for such solicitation. No
specially engaged employees have been or will be employed to
solicit shareholders. This Proxy Statement will also be
disseminated to holders of a substantial majority of
Smithfield's outstanding shares, including Smithfield's
institutional shareholders.
The cost of the solicitation will be borne solely by
FAST, and while FAST does not know the exact cost of the
solicitation at this time, FAST does not expect it to exceed
$25,000. FAST will not seek reimbursement for the costs of
this solicitation from the Company.
VOTING RIGHTS
The Company's Board of Directors has fixed July 9, 1999
as the record date for determining shareholders entitled to
vote at the meeting, and any adjournment thereof. According
to Management's 1999 Proxy Statement, as of such date
44,935,448 shares of Common Stock and one Series B Special
Voting Preferred Share, par value $1.00 (the "Series B
Share") were outstanding and entitled to vote. Each share of
Common Stock entitles the holder thereof to one vote; the
Series B Share entitles the holder thereof to 1,174,219
votes, as described further below; the total number of votes
that shareholders may cast at the meeting is therefore
46,109,667. The holders of Common Stock and the holder of
the Series B Share will vote together as a single group at
the meeting. All voting rights are non-cumulative, so that
holders of shares representing a majority of the votes cast
at the Annual Meeting can elect all of the directors.
The Series B Share is held by CIBC Mellon Trust
Company, as trustee (the "Trustee"). The aggregate number of
votes entitled to be cast by the Trustee is equal to the
number of Exchangeable Shares of Smithfield Canada Limited,
a Canadian subsidiary of the Company, issued and outstanding
on the record date (excluding any Exchangeable Shares held
by the Company or its subsidiaries). As of the record date,
there were 1,174,219 Exchangeable Shares issued and
outstanding. The Exchangeable Shares were issued in exchange
for shares of Schneider Corporation during the 1999 fiscal
year and are exchangeable at any time by the holders thereof
for shares of the Company's Common Stock on a one-for-one
basis. Each holder of Exchangeable Shares is entitled to
instruct the Trustee to cast, in the manner instructed, one
vote for each Exchangeable Share held of record by such
holder on the record date. To the extent no instructions are
received from a holder of Exchangeable Shares, the Trustee
will not exercise the voting rights relating to such
holder's Exchangeable Shares. Holders of Exchangeable Shares
will receive from the Trustee these proxy materials and
directions as to the manner in which instructions may be
given to the Trustee with respect to the voting of the
Series B Share (or alternatively, for the granting of
proxies to such holders or their designees to exercise the
voting rights relating to such holders' Exchangeable
Shares).
A majority of the total votes entitled to be cast on
matters to be considered at the Annual Meeting constitutes a
quorum. If a share is represented for any purpose at the
Annual Meeting, it is deemed to be present for quorum
purposes and for all other matters as well. Abstentions and
shares held of record by a broker or its nominee ("Broker
Shares") that are voted on any matter are included in
determining the number of votes present or represented at
the Annual Meeting. However, Broker Shares that are not
voted on any matter at the Annual Meeting will not be
included in determining whether a quorum is present at such
meeting.
2
<PAGE>
The election of each nominee for director requires the
affirmative vote of the holders of shares representing a
plurality of the votes cast in the election of directors.
Votes that are withheld and Broker Shares that are not voted
in the election of directors will not be included in
determining the number of votes cast and, therefore, will
have no effect on the election of directors. Actions on all
other matters to come before the meeting will be approved if
the votes cast in favor of the action exceed the votes cast
against it. Abstentions and Broker Shares that are not voted
are not considered cast either for or against a matter and,
therefore, will have no effect on the outcome.
REVOCATION RIGHTS
A stockholder who executes the enclosed proxy has the
power to revoke it at any time before it is exercised. A
proxy may be revoked by filing with the Secretary of the
Company, 200 Commerce Street, Norfolk, Virginia 23430 (i) a
signed instrument revoking the proxy, or (ii) a duly
executed proxy with respect to the same matters bearing a
later date. A proxy may also be revoked if the person
executing the proxy is present at the Annual Meeting and
elects to vote in person. If the proxy is not revoked, it
will be voted by those named therein.
PROPOSAL 1
ELECTION OF DIRECTORS
One of the purposes of the Annual Meeting is to elect
fourteen (14) directors to hold office until the 2000 Annual
Meeting and until successors are elected and duly qualified.
The Board has nominated fourteen (14) individuals to serve
as directors. All of the nominees are currently directors
and were elected at the last Annual Meeting of Shareholders,
except for Douglas W. Dodds and Robert G. Hofmann, II who
were elected to the Board of Directors on January 21, 1999
and Ray A. Goldberg, who is a first time nominee for
director.
Pages 3, 4, and 5 of Management's Proxy Statement
(incorporated herein by reference) set forth the names and
ages of the fourteen (14) nominees and describe the
principal business experience of each, as well as the year
each first held Company office and/or served as a director,
the number of shares each beneficially owns and the
percentage of outstanding shares owned by each nominee.
Information is also provided concerning the committees of
the Board.
You may vote FOR the election of each of the Company's
Nominees as Directors or withhold authority to vote for the
Company's nominees by marking the proper box on the GREEN
Annual Meeting proxy card. You may also withhold your vote
from any one or more of the Nominees by writing the name of
such nominee(s) in the space provided on the GREEN Annual
Meeting proxy card. Unless otherwise directed on the proxy
card, the proxy holders named therein by FAST will votes the
shares represented thereby FOR the election of the nominees
named in Management's 1999 Proxy Statement EXCEPT FAST will
vote AGAINST the election of Mr. Joel W. Greenberg.
Why FAST Opposes the Election of Mr. Greenberg
Mr. Greenberg, 61, has served as a Director of the
Company since 1987, and is a Commodity Analyst, Alaron
Trading Corp., Chicago, Illinois, a commodities brokerage
firm.
Smithfield Failed to Disclose SEC Action in a Timely Fashion
On July 30, 1998, one day after the Company filed its
proxy material for the 1998 Annual Shareholders Meeting, the
Securities and Exchange Commission (SEC) issued
An "Order Instituting Public Cease-and-Desist Proceeding,
Making Findings and Issuing A Cease-and-Desist Order Against
Incomnet, Inc., Joel W. Greenberg, and Stephen A. Caswell".
3
<PAGE>
Smithfield Foods, Inc. failed to disclose this Order to
shareholders voting on Mr. Greenberg's re-election to the
Board of Directors of the Company. The Company had more
than enough time (nearly one month) to amend its proxy
material and advise shareholders of this SEC enforcement
action prior to the Company's Annual Meeting.
When asked about the SEC action at the 1998 Annual
Meeting by a representative of FAST, Mr. Joseph W. Luter,
III, Chairman of the Board and CEO of the Company, professed
not to know the specifics of the SEC action involving Mr.
Greenberg. He admitted to knowing that "something was going
on." When asked why the Company did not know, Mr. Luter had
no answer.
FAST does not know how much the Company management knew
about the SEC Order, nor what Mr. Greenberg told or did not
tell the Company about his problems with the SEC. Mr.
Greenberg, on the other hand, clearly did know that the
order was forthcoming. Section II of the Order states: "In
anticipation of the institution of this proceeding,
Incomnet, Greenberg, and Caswell have submitted offers of
settlement ("Offers"), which the Commission has determined
to accept."
As a Director of the Company Mr. Greenberg had an
affirmative obligation to advise the Company fully about his
problems with the SEC. In our opinion, as the Chairman of
the Audit Committee, Mr. Greenberg had an additional
obligation to ensure that the Company's filings with the SEC
were complete, especially as it concerned himself.
Current Proxy Statement is Inadequate
FAST believes that the current disclosure of Mr.
Greenberg's problems with the SEC is inadequate, especially
in light of its tardiness. The Company's disclosure on this
matter in its current Proxy Statement is as follows:
"On July 30, 1998, the SEC instituted a cease and
desist proceeding and simultaneously accepted a
settlement with Mr. Greenberg in a matter relating
to Incomnet, Inc., a publicly traded company of
which Mr. Greenberg was an outside director from
1988 through 1995. Without admitting or denying the
SEC findings and without a hearing, Mr. Greenberg
consented to the entry ordering him to cease and
desist from committing or causing any violations
under the federal securities laws and regulations.
The SEC's findings as to Mr. Greenberg were that,
as an outside director, Mr. Greenberg should have
made independent inquiry and not have relied on
information and documents provided him by the
former chief executive officer of Incomnet, and
that Mr. Greenberg failed to file with the SEC an
amended disclosure form concerning his
collateralization of a personal loan with the
shares of Incomnet stock owned by him."
Following the 1998 Annual Meeting and its election of
officers, the Company disclosed in SEC filings the Order
involving Mr. Greenberg. That disclosure, which was made on
September 25, 1998 in Amendment Number 4 to a Form S-4
Registration Statement, and again on October 19,1998 in a
424B-3 filing concerning the Exchange of Schneider shares,
was more complete than the disclosure appearing in the
Company's current Proxy Statement and was as follows:
MR. GREENBERG'S CEASE AND DESIST ORDER
On July 30, 1998, the Securities and Exchange
Commission (the "Commission") issued an order (the
"Order") pursuant to Section 21C of the Exchange
Act finding that Joel W. Greenberg, a member of
the Smithfield Foods Board of Directors, (i)
violated Section 13(d) of the Exchange Act and
Rules 13d-1 and 13d-2 thereunder by failing to
file an amended Schedule 13D with respect to his
ownership of stock of Incomnet, Inc. ("Incomnet")
and (ii) caused violations by Incomnet of Sections
10(b) and 13(a)
4
<PAGE>
of the Exchange Act and Rules 10b-5, 12b-20, 13a-
11 and 13a-13 thereunder by failing to take any
action to ensure the accuracy and completeness of
certain public statements and filings made by
Incomnet. The violation of Section 13(d) relates
to Mr. Greenberg's failure to disclose on Schedule
13D a loan arrangement entered into in January
1995 under which Mr. Greenberg borrowed $1.8
million and collateralized the loan with 513,167
shares of Incomnet stock. (Note: Emphasis added by
FAST.) The Commission found violations of Sections
10(b) and 13(a) in certain public statements and
in filings on Form 8-K and Form 10-Q, wherein
Incomnet falsely stated that its board of
directors had previously authorized certain
trading in Incomnet securities by the former chief
executive officer of Incomnet (the "Former CEO").
Such trading was found to have taken place from
approximately June 1994 to July 1995 utilizing a
brokerage account in the name of an inactive
corporation owned by the Former CEO and his
spouse. In August 1995, Mr. Greenberg and the
other members of Incomnet's board of directors
executed an "Irrevocable Tender of Payment" (the
"ITP") according to which the Former CEO tendered
to Incomnet short swing profits earned and losses
avoided from the trading in such account. The ITP
contained the false statement described above and
was filed by Incomnet as an exhibit to Form 8-K.
In addition to the findings contained in the
O r der, the Commission has ordered that Mr.
Greenberg cease and desist from committing or
causing any violations or any future violations of
Sections 10(b) and 13(d) of the Exchange Act and
Rules 10b-5, 13d-1 and 13d-2 thereunder and from
causing any violations or future violations of
Section 13(a) of the Exchange Act and Rules 12b-
20, 13a-11 and 13a-13 thereunder. Mr. Greenberg
has consented to the issuance of the agreed Order
without admitting or denying the findings
contained in it."
5
<PAGE>
This disclosure contains key information that enables
existing Shareholders to better understand the nature of Mr.
Greenberg's problem with the SEC. In our opinion, that
information is contained in the following sentence:
"The violation of Section 13(d) relates to Mr.
Greenberg's failure to disclose on Schedule 13D a
loan arrangement entered into in January 1995
under which Mr. Greenberg borrowed $1.8 million
and collateralized the loan with 513,167 shares of
Incomnet stock." (Note: Emphasis added by FAST.)
Since this information was only disclosed in SEC
filings the average stockholder was unlikely to read, and
not included in the current Company Proxy Statement, we
believe the Company is not providing shareholders adequate
information upon which to make a decision concerning Mr.
Greenberg's re-election to the Board of Directors.
Vote Against the Election of Mr. Greenberg to the Board of
Directors
FAST believes that by voting against the election of
Mr. Greenberg to another term as a Director of the Company,
Shareholders will be sending a clear message that tardy and
inadequate disclosure of information about a key Director
will not be tolerated.
By voting AGAINST Mr. Greenberg's election, and FOR all
other nominees, Shareholders will be ensuring that the
Company's Board of Directors will remain fully functional.
PROPOSAL 2
RATIFICATION OF
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, upon the recommendation of its
Audit Committee, has selected Arthur Andersen LLP as
independent public accountants to examine and report upon
the financial statements of the Company and its consolidated
subsidiaries for the year ending April 30, 2000, and is
submitting this matter to the shareholders for their
ratification. Arthur Andersen LLP has served as the
Company's independent public accountants since 1981.
<PAGE>
The Board of Directors of the Company recommends a vote
FOR the proposal to ratify the appointment Arthur Anderson
LLP as independent auditors for the year ending April 30,
2000. Proxies received by FAST will be so voted unless a
contrary choice is specified.
PROPOSAL 3
INDEPENDENT DIRECTORS
FAST proposes an Independent Shareholder Resolution,
set forth below, that recommends to the Board of Directors
that the Company amend the Company's Bylaws to require that,
at the earliest practical date, a majority of the Board be
comprised of Independent Directors.
6
<PAGE>
The resolution is as follows:
"Resolved, that the Board of Directors of Smithfield
Foods, Inc. (the "Company") amend the Company's Bylaws to
require that, at the earliest practical date, a majority of
the Board be comprised of Independent Directors. For
purposes of this proposal, "Independent Directors" shall
mean a director who:
(i) has not been employed by the Company in an
executive capacity within the last five years;
(ii) is not, and is not affiliated with a company that
is, an advisor or consultant to the Company, or a
significant customer or supplier of the Company;
(iii) has no personal services contract(s) with the
Company or the Company's senior management;
(iv) is not affiliated with a not-for-profit entity
that receives significant contributions from the
Company;
(v) is not employed by a public company at which an
executive officer of the Company serves as a director;
(vi) has not had a relationship described in (i)
through (v) above with any affiliate of the Company;
and
(vii) is not a member of the immediate family of any
person described in (i) through (vi) above.
The shareholder further recommends that this provision,
after adoption by the Board, may only be amended by the
affirmative vote of the holders of the outstanding common
stock of the Company."
7
<PAGE>
Insiders Dominate the Current Board of Directors
The nominees for election to the Board of Directors are
dominated by "insiders". Eight (8) of the nominees
currently serve as executives of the Company (Luter, Dodds,
Faison, Hofmann, Kapella, Little, Sebring and Seely), and
one (1) (Hamilton) is a retired Company executive.
Five (5) of the nominees (Burrus, Goldberg, Greenberg,
Holland, and Prestage) are "outsiders", but two (2) of them
conduct substantial business with the Company casting doubt
on their true "independence". One, Mr. Burrus, is a partner
in the law firm of McGuire, Woods, Battle & Boothe LLP,
Richmond, Virginia, which according to the Company's Proxy
Statement "has provided legal services to the Company on a
regular basis since 1985." The other, Mr. Prestage,
Chairman of the Board, President and Chief Executive Officer
of Prestage Farms, Inc., Clinton, North Carolina, a hog and
turkey producer, according to the Company's Proxy Statement,
sold "$106,365,000 of live hogs" to the Company in fiscal
1999.
Therefore, in our view, only three (3) director
nominees (Greenberg, Goldberg and Holland) can be considered
"independent." They represent a scant 21% of the Board of
Directors. Even if one were to add in the two (2) other
"outsiders" and consider them "independent" this group
would only represent 36% of the Board.
Smithfield Foods, Inc. Audit Committee Lacks Independence
The "independence" of the Audit Committee of the Board
of Directors is considered by the National Association of
Securities Dealers, other stock exchanges, regulators, and
corporate governance analysts to be important.
In February 1999, a "Blue Ribbon Committee on Improving
the Effectiveness of Corporate Audit Committees," sponsored
by the New York Stock Exchange and the National Association
of Securities Dealers, released a report announcing
recommendations to strengthen the role of corporate audit
committees in overseeing the financial reporting process
(see http://www.nasd.com for a complete text of the report).
Among other things the Report recommends that the audit
committee serve as an "ultimate monitor" of the financial
reporting process. The Report states that an audit
committee should consist of at least three members, each of
whom is "independent."
<PAGE>
"Independent" is defined as having "no relationship to the
corporation that may interfere with the exercise of their
independence from management and the corporation."
The Report provided guidelines concerning
"independence" by giving the following five examples of
director relationships that could interfere with the
exercise of independent judgement:
Employment by the company or any affiliate within the
past five years.
Compensation by the company or any affiliate, other
than compensation for board service or benefits
under retirement plans.
Being a member of the immediate family of any person
who, within the past five years, has been an
executive officer of the company or any affiliate.
Being a partner in, or controlling shareholder or
executive officer of, a company which has made or
received significant payments to or from the company
within the past five years.
Being an executive officer of another company, where
any of the company's executives serves on the other
company's compensation committee.
8
<PAGE>
The Smithfield Foods, Inc. Audit Committee violates
these criteria. The Audit Committee is comprised of Messrs.
Burrus, Greenberg, and Prestage. Mr. Burrus' law firm has
provided legal services to the Company for the past 14
years, and Mr. Prestage's company, Prestage Farms, Inc. sold
the Company over $100 million of live hogs in fiscal 1999.
Therefore, according to both the Blue Ribbon
Committee's and FAST's proposed definitions, a majority of
the Audit Committee is not independent. To make matters
worse, the only arguably independent director on the
Committee, Mr. Greenberg, has recently run afoul of the
Securities and Exchange Commission.
In our opinion, the best way to correct this situation
is for the majority of the Board of Smithfield Foods, Inc.
to be comprised of Independents Directors.
Two Directors Resigned in May, 1998
In May,1998, two directors, Messrs. Maxwell and Murphy,
both of whom were corporate hog farmers who sold hundreds of
millions of dollars of live hogs to the Company annually,
resigned from the Board of Directors. At the 1998 Annual
Meeting of Shareholders, a representative of FAST, asked the
Chairman of the Board, Mr. Joseph W. Luter, III, why the two
Directors had resigned. Mr. Luter answered that he and the
two directors had a "disagreement." The FAST representative
followed up by asking Mr. Luter why the Company had not
filed an 8-K (Report of Material Event) concerning the
resignations. Mr. Luter asked the Company Secretary, Mr.
Aaron Trub, to answer. Mr. Trub stated that the Company had
received letters from each director stating that they were
resigning to devote all their time to their principal
businesses.
FAST subsequently requested that the Securities and
Exchange Commission investigate whether disclosure of the
details of these resignations was required by law. FAST does
not know for certain whether the SEC investigated, or if it
did, the results of any investigation. No more detailed
disclosure of the matter has been contained in any of the
Company's SEC filings.
FAST believes that the "disagreement" Mr. Luter
mentioned in his answer should be disclosed to the
shareholders. The fact that the two directors' companies
sold hundreds of millions of dollars worth of live hogs to
the Company, and that the price of hogs had reached its
lowest point in decades at approximately the same time as
the resignations, is in our view, material information. If,
as we believe, the "disagreement" involved the price of hogs
the Company was paying the directors' companies, this would
be an example of a classic conflict of interest.
Support the FAST Proposal for a Majority Independent Board
Through its proposal FAST seeks to promote strong,
objective leadership on the Board of Directors.
The benefits of independent directors are generally
well accepted. A November, 1992 survey of 600 directors of
Fortune 1,000 corporations conducted by Directorship and
endorsed by the Business Roundtable, found that 93 percent
believed that a majority of the Board should be composed of
outside, independent directors.
We believe that the best way to ensure that this
Company's shareholders are always considered first is to
instill independence -- independence from other affiliations
and alliances. PLEASE VOTE FOR PROPOSAL 3.
9
<PAGE>
Majority Vote Needed to Adopt the Independent Shareholders
Resolution
Adoption of the proposed Independent Shareholder
Resolution will require the affirmative vote of a majority
of the shares having voting power present in person or
represented by valid proxy at the Annual Meeting. If you
execute the enclosed proxy by voting to ABSTAIN on the
question of whether to adopt the Independent Shareholder
Resolution, your proxy will effectively serve as a vote
AGAINST the proposal. Your shares will be voted FOR the
Independent Shareholder Resolution if you execute the
enclosed proxy without specifically instructing the proxy
holders named therein how to vote. In either case, your
shares will be counted as being "present" at the meeting.
10
<PAGE>
FAST RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
THE INDEPENDENT SHAREHOLDER RESOLUTION
***************
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL
HOLDERS
Based on the information set forth on page 6 of
Management's 1999 Proxy Statement (incorporated herein by
reference), as of July 9, 1999 the Company's directors and
executive officers beneficially owned, as a group,
approximately 5,724,704 shares, or 12.4% of the Company's
outstanding common stock. That number includes 1,180,000
shares subject to presently exercisable stock options.
On page 2 of Management's 1999 Proxy Statement
(incorporated herein by reference), the Board listed each
person who, as of July 9, 1999, was known to the Company to
be a beneficial owner of 5% or more of the Company's common
stock, along with the amount and nature of the beneficial
ownership and other related information.
UNMARKED PROXIES AND OTHER BUSINESS
If you sign and return to us your GREEN proxy, your
shares will be voted in accordance with your instructions.
If no instructions are given for any matter, your shares
will be voted AGAINST Joel W. Greenberg and FOR each of
Management's other director nominees, FOR the ratification
of the selection of the Company's independent public
accountants and FOR the Independent Shareholder's proposal
to recommend an amendment to the Company's Bylaws that
requires that Independent Directors comprise a majority of
the Company's Board.
Except as set forth above, we are not aware of any other
proposals to be brought before the Annual Meeting. Should
any other proposal be brought before the Annual Meeting, the
vote required for approval of such proposal would be as
prescribed by the Company's charter or by-laws or by
applicable law. The enclosed proxy card grants us no
discretionary authority to vote on matters not listed. If no
directions are given, and this signed card is returned, the
proxies named on the enclosed card will ABSTAIN from voting
on any other matter that may properly come before the
meeting and at any adjournment or postponement thereof.
11
<PAGE>
INFORMATION AND DOCUMENTS INCORPORATED BY REFERENCE
We incorporate herein by reference the information
relating to security ownership of management and certain
beneficial owners and the summary of the procedures for
submitting shareholder proposals contained in Management's
1999 proxy statement. Copies of such proxy statement
incorporated herein by reference are available upon request
by contacting FAST at the telephone number and address
below. FAST assumes no responsibility for the accuracy or
completeness of any information contained herein, which is
based on, or incorporated by reference to, Management's
proxy statement or other Smithfield public filings.
DEADLINE SUBMISSION OF SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at
the Company's 2000 Annual Meeting of Shareholders must be
received by the Secretary of the Company for inclusion in
the Company's proxy statement and form of proxy relating to
that meeting by April 8, 2000. Any such proposal must meet
the applicable requirements of the Exchange Act and the
rules and regulations thereunder.
OTHER SHAREHOLDER PROPOSALS
The Company's Bylaws prescribe the procedures that a
shareholder must follow to nominate directors for election
at an annual meeting or to bring other business before an
annual meeting or to bring other business before an annual
meeting (other than matters that have been included in the
Company's proxy statement for such meeting). The Chairman of
the meeting may refuse to acknowledge the nomination of any
person as a director or any other proposal by a shareholder
not made in compliance with these procedures. The following
summary of these procedures is qualified by reference to the
Company's Bylaws, a copy of which may be obtained, without
charge, upon written request to Secretary, Smithfield Foods,
Inc., 200 Commerce Street, Smithfield, Virginia 23430.
A shareholder who desires to nominate a director for
election at an annual meeting must give timely written
notice thereof to the Secretary of the Company by personal
delivery or by registered or certified mail, postage
prepaid, at the address shown above. To be timely, a
shareholder's notice for nominations to be made at the 2000
Annual Meeting must be received: (i) on or after June 1,
2000 and before July 1, 2000 if the annual meeting is to be
held during the month of August, 2000; or (ii) not less than
60 days before the annual meeting in all other cases. The
notice must contain the information specified in the Bylaws
regarding the shareholder giving the notice and each person
whom the shareholder wishes to nominate for election as a
director. The notice must be accompanied by the written
consent of each proposed nominee to serve as a director of
the Company, if elected.
A shareholder who desires to bring any other business
before an annual meeting (other than business which the
shareholder has sought to have included in the Company's
proxy statement for such meeting) must give timely written
notice thereof to the Secretary of the Company at the
address shown above and be a shareholder of record both at
the time such notice is given and on the record date of the
meeting. To be timely, a shareholder's notice of such
business to be brought before the 2000 Annual Meeting must
be received: (i) on or after June 1, 2000 and before July 1,
2000 if the annual meeting is to held during the month of
August, 2000; or (ii) not less than 60 days before the
annual meeting in all other cases. The notice must contain
the information specified in the Bylaws regarding the
shareholder giving the notice and the business proposed to
be brought before the meeting.
12
<PAGE>
<PAGE>
With respect to shareholder proposals not included in
the Company's proxy statement for the 2000 Annual Meeting,
the persons named in the Board's proxy for the 2000 Annual
Meeting will be entitled to exercise the discretionary
voting power conferred by such proxy under the circumstances
specified in Rule 14a-4(c) under the Exchange Act.
FOOD AND ALLIED SERVICE
TRADES DEPARTMENT (FAST), AFL-CIO
815 16th Street, NW
Washington, DC 20006
PLEASE PROMPTLY COMPLETE, DATE AND SIGN THE ENCLOSED GREEN
PROXY CARD AND MAIL IT IN THE POSTAGE PRE-PAID ENVELOPE
PROVIDED HEREWITH OR FAX TO 202-737-7208
If your shares are held in the name of a broker, bank
or nominee, only it can sign a proxy card to vote your
shares and only upon receipt of your specific instructions
to do so. Accordingly, please contact the person
responsible for your account and give him or her the
appropriate instructions to execute the GREEN proxy card.
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE IN VOTING YOUR
SHARES PLEASE TELEPHONE (202) 737-7200 Extension 202.
TO KEEP ABREAST OF DEVELOPMENTS IN THIS PROXY CONTEST
AND/OR GET COPIES OF THE COMPANY'S AND FAST'S DEFINITIVE
PROXY MATERIAL VISIT THE WEBSITE: www.smithfieldpigs.org
INDEPENDENT SHAREHOLDER'S SOLICITATION IN CONNECTION WITH
SMITHFIELD FOODS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE FOOD AND ALLIED
SERVICE TRADES DEPARTMENT, AFL-CIO ("FAST"), AN INDEPENDENT
SHAREHOLDER
The undersigned hereby appoints Jeffrey L. Fiedler and
Mark A. Anderson, and each of them, proxies with full power
of substitution, to vote the shares of Common Stock in
Smithfield Foods, Inc. which the undersigned would be
entitled to vote if personally present at the Annual Meeting
of Shareholders of the Company to be held on September 2,
1999 or any adjournments thereof.
1. ELECTION OF DIRECTORS: [ ] FOR all nominees listed
[ ] WITHHOLD AUTHORITY to (except as indicated to the
contrary vote for all nominees listed below)
<PAGE>
<TABLE>
<S> <C> <C>
Robert L. Burrus, Jr. Douglas W. Dodds F. J. Faison, Jr.
Ray A. Goldberg George E. Hamilton, Jr. Robert G. Hofmann
Richard J. Holland Roger R. Kapella Lewis R. Little
Joseph W. Luter, III William H. Prestage Joseph B. Sebring
Timothy A. Seely
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME IN THE SPACE
PROVIDED BELOW)
AND, SEPARATELY:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Joel W. Greenberg
13
<PAGE>
2. PROPOSAL TO RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP
as the Company's independent public accountants for the
fiscal year ending May 1, 2000
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. INDEPENDENT SHAREHOLDER'S PROPOSAL TO AMEND THE COMPANY'S
BYLAWS TO REQUIRE A MAJORITY OF THE BOARD BE COMPRISED OF
INDEPENDENT DIRECTORS.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. In their discretion, the proxies are authorized to vote
upon such other
business as may properly come before the meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED
"FOR" THE ELECTION OF THIRTEEN (13) OF THE NOMINEES NAMED IN
PROPOSAL 1 AND "AGAINST" MR. JOEL W. GREENBERG, AND "FOR"
PROPOSAL 2, AND "FOR" PROPOSAL 3, AND AS INSTRUCTED
CONCERNING OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING.
The undersigned acknowledges receipt of the Notice of said
Annual Meeting and of
the Proxy Statement attached thereto.
Signed: FAXT
By: Jeffrey L. Fiedler, President
---------------------------------------
Dated: August 5, 1999
_______________________________________
PLEASE SIGN EXACTLY AS NAME APPEARS AT LEFT. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN, ETC.,
GIVE FULL TITLE AS SUCH.
Please mark, sign, date and return the proxy card using the
enclosed envelope.
14
