SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A12B/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SMITHFIELD FOODS, INC.
(Exact name of registrant as specified in its charter)
Virginia 52-0845861
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
200 Commerce Street
Smithfield, Virginia 23430
(Address of principal executive offices, including zip code)
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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box: [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box: [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Shares, $.50 par value per share New York Stock Exchange
Rights to Purchase Series A Junior New York Stock Exchange
Participating Preferred Shares, $1.00
par value per share
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered
The authorized capital stock of the Company consists of 100,000,000
shares of Common Stock, par value $0.50 per share (the "Common Shares"), and
1,000,000 shares of Preferred Stock, par value $1.00 per share (the "Preferred
Shares"). The Common Shares and the related Rights referred to below are listed
for trading on the New York Stock Exchange.
COMMON SHARES. Holders of Common Shares are entitled to one vote per
share on all matters to be voted upon by the shareholders. Holders of Common
Shares do not have cumulative voting rights, and therefore holders of a majority
of the shares voting for the election of directors can elect all of the
directors. In such event, the holders of the remaining shares will not be able
to elect any directors. Holders of Common Shares are entitled to receive such
dividends as may be declared from time to time by the Company's board of
directors out of funds legally available therefor, after payment of dividends
required to be paid on outstanding Preferred Shares, if any. In the event of the
liquidation, dissolution or winding up of the Company, the holders of Common
Shares are entitled to share ratably in all assets remaining after payment of
liabilities, subject to prior distribution rights of Preferred Shares then
outstanding, if any. The Common Shares have no preemptive or conversion rights
and are not subject to further calls or assessments by the Company. The Common
Shares outstanding have been duly authorized and are validly issued, fully paid
and non-assessable. The Transfer Agent and Registrar for the Common Shares is
Harris Trust and Savings Bank, New York, New York.
PREFERRED SHARES. The Company's board of directors has the authority,
without any vote or action by the shareholders, to issue Preferred Shares in one
or more series and to fix the designations, preferences, rights, qualifications,
limitations and restrictions thereof, including the voting rights, dividend
rights, dividend rate, conversion rights, terms of redemption (including sinking
fund provisions), redemption price or prices, liquidation preferences and the
number of shares constituting any series. Under certain circumstances the
Company's board of directors could utilize the issuance of Preferred Shares as a
method of preventing a takeover of the Company. There are no shares of Preferred
Shares outstanding, and there are no agreements or understandings for the
designation of any series of Preferred Shares or the issuance of shares
thereunder, except pursuant to the preferred share purchase rights plan, and
except for the single outstanding Series B Special Voting Preferred Share, each
summarized below.
PREFERRED SHARE PURCHASE RIGHTS PLAN. Effective September 2, 1997, the
Company's board of directors declared a dividend distribution of one Right on
each outstanding Common Share pursuant to a preferred share purchase rights
plan and a related Rights Agreement between the Company and Harris Trust and
Savings Bank as the Rights Agent (as amended as of May 1, 1998 and as of
November 15, 1999, the "Rights Plan"). In general the number of Rights
outstanding equals the number of Common Shares outstanding from time to time,
and the further issuance of Common Shares will be accompanied by the issuance of
a corresponding number of Rights. The Rights will expire on May 31, 2001 unless
previously exercised or unless redeemed at the option of the Company's board of
directors for $.0001 per Right.
<PAGE>
Under the Rights Plan, the Rights generally will be exercisable only if
a person or group acquires 20% or more of the Common Shares or announces a
tender offer the consummation of which would result in ownership by a person or
group of 20% or more of the Common Shares. Each Right entitles its holder to buy
one one-thousandth of a Series A Junior Participating Preferred Share, par value
$1.00 per share ("Series A Preferred Shares"), at an exercise price of $37.50,
subject to adjustment as provided for in the Rights Plan. Each Series A
Preferred Share will entitle its holder to 1,000 votes and will have an
aggregate dividend rate of 1,000 times the amount, if any, paid to holders of
the Common Shares. The Company's board of directors has authorized 100,000
Series A Preferred Shares for issuance pursuant to the Rights Plan, none of
which have been issued.
Under the Rights Plan, if the Company is acquired in a merger or other
business combination transaction, each Right will entitle its holder to
purchase, at the Right's then-current exercise price, a number of the acquiring
company's common shares having a market value of twice such price. In addition,
if a person or group acquires 20% or more of the outstanding Common Shares, each
Right will entitle its holder (other than such person or members of such group)
to purchase, at the Right's then-current exercise price, a number of Common
Shares having a market value of twice such price.
SERIES B SPECIAL VOTING PREFERRED SHARE. In connection with the
Company's acquisition of Schneider Corporation during late 1997 and early 1998,
which acquisition involved among other steps the issuance of Exchangeable Shares
by Smithfield Canada Limited, the Company issued one Series B Special Voting
Preferred Share (the "Special Voting Share"). The Special Voting Share was
issued to a Trustee to be held for the benefit of holders of Exchangeable
Shares pursuant to the Voting, Support and Exchange Trust Agreement which is
incorporated by reference as an exhibit hereto. The Special Voting Share
entitles the Trustee to an aggregate number of votes at any meeting of the
Company's shareholders' equal to the number of Exchangeable Shares outstanding
(other than Exchangeable Shares held by the Company and its subsidiaries).
Pursuant to the Voting, Support and Exchange Trust Agreement, the Trustee
provides to each holder of Exchangeable Shares all proxy and other materials
relating to any meeting of the Company's shareholders, and such holder may
instruct the Trustee as to how such holder's Exchangeable Shares are to be voted
or may require the Trustee to provide a proxy so that the holder may attend the
meeting in person and exercise such holder's voting rights. Since the
acquisition of Schneider Corporation, many of the Exchangeable Shares have been
exchanged for Common Shares, and the Company expects that all remaining
Exchangeable Shares will have been exchanged by the tenth anniversary of their
issuance. When no Exchangeable Shares are outstanding, the Special Voting Share
will be retired and cancelled.
<PAGE>
Item 2. Exhibits
1. Articles of Incorporation of the Company, as amended through October 27,
1998 (incorporated by reference to Exhibit 2 to the Company's Current
Report on Form 8-K filed with the Commission September 5, 1997).
2. Articles of Amendment filed October 28, 1998 to the Articles of
Incorporation, as amended, authorizing terms for one Series B Special
Voting Preferred Share, par value $1.00 per share (incorporated by
reference to Exhibit 3.1(b) to the Company's Annual Report on Form 10-K for
its fiscal year ended May 2, 1999 filed with the Commission August 2,
1999).
3. By-Laws of the Company, as amended to date (incorporated by reference to
Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for its fiscal
quarter ended August 1, 1999 filed with the Commission September 14, 1999).
4. Form of certificate representing the Company's Common Shares, par value
$.50 per share, including Rights legend (incorporated by reference to
Exhibit 6 to the Company's Current Report on Form 8-K filed with the
Commission September 5, 1997).
5. Rights Agreement, as amended, dated as of May 1, 1998, between the Company
and Harris Trust and Savings Bank, Rights Agent, including form of
certificate representing Rights (incorporated by reference to Exhibit 4.4
to the Company's Annual Report on Form 10-K for its fiscal year ended May
3, 1998 filed with the Commission July 30, 1998).
6. Form of certificate representing Rights (incorporated by reference to
Exhibit 4.4 to the Company's Annual Report on Form 10-K for its fiscal year
ended May 3, 1998 filed with the Commission July 30, 1998).
7. Amendment No. 2, dated as of November 15, 1999, to Rights Agreement, as
amended, dated as of May 1, 1998 between the Company and Harris Trust and
Savings Bank, Rights Agent (filed herewith).
8. Form of certificate representing the Company's single Series B Special
Voting Preferred Share, par value $1.00 (incorporated by reference to
Exhibit 4.8 to the Company's Registration Statement on Form S-4, as
amended, filed with the Commission September 25, 1998 (the "Schneider
Exchange Offer Registration Statement")).
9. Form of certificate representing Smithfield Canada Limited Exchangeable
Shares (incorporated by reference to Exhibit 4.9 to the Schneider Exchange
Offer Registration Statement).
<PAGE>
10. Voting, Support and Exchange Trust Agreement among the Company, Smithfield
Canada Limited and CIBC Mellon Trust Company, dated as of November 10, 1998
(incorporated by reference to Exhibit 4.5 (c) to the Company's Annual
Report on Form 10-K for the fiscal year ended May 2, 1999 filed with the
Commission August 2, 1999).
11. Exchangeable Share Provisions, excerpted from the Articles of
Incorporation, as amended, of Smithfield Canada Limited (incorporated by
reference to Exhibit 4.5(d) to the Company's Annual report on Form 10-K for
the fiscal year ended May 2, 1999 filed with the Commission August 2,
1999).
<PAGE>
SIGNATURES
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
SMITHFIELD FOODS, INC.
/s/ Michael H. Cole
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Michael H. Cole
Secretary and Associate General
Counsel
Dated: December 21, 1999
Exhibit 7
EXECUTION COPY
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SMITHFIELD FOODS, INC.
AND
HARRIS TRUST AND SAVINGS BANK
RIGHTS AGENT
AMENDMENT NO. 2
DATED AS OF NOVEMBER 15, 1999
TO
RIGHTS AGREEMENT
AS AMENDED
DATED AS OF MAY 1, 1998
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<PAGE>
AMENDMENT, dated as of November 15, 1999, between Smithfield Foods,
Inc., a Virginia corporation (the "Company"), and Harris Trust and Savings Bank,
an Illinois corporation (the "Rights Agent"), to the Rights Agreement referred
to below.
RECITALS
The Company and the Rights Agent have heretofore executed and delivered
a certain Rights Agreement, as amended, dated as of May 1, 1998, and provided
for the appointment of Harris Trust and Savings Bank as Rights Agent thereunder,
for the issuance of Rights thereunder and for certain related matters pursuant
to resolutions adopted by the Board of Directors of the Company (as so amended,
herein called the "Rights Agreement").
Furthermore, on October 28, 1999 the Board of Directors of the Company
authorized and directed that the Rights Agreement be amended as set forth below,
and the Company desires to amend and supplement the Rights Agreement as set
forth below.
Each of the Company and Harris Trust and Savings Bank, at the direction
of the Company, have duly authorized the execution and delivery of this
Amendment, and all things necessary to make this Amendment a valid agreement of
the Company and the Rights Agent in accordance with its terms have been done.
Capitalized terms used herein and not otherwise defined herein shall
have the meanings ascribed to such terms in the Rights Agreement.
Accordingly, in consideration of the premises and mutual agreements
herein set forth, the parties hereto hereby agree as follows:
Section 1. General Amendment.
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The Rights Agreement is supplemented and amended as follows: there is
added to Section 1(a) one additional sentence, to be inserted immediately after
the current second sentence of such Section, being the following additional
sentence:
Notwithstanding the foregoing, none of Wendell H. Murphy,
Harry D. Murphy, Joyce M. Norman, Wendell H. Murphy, Jr., Wendy Murphy
Crumpler, Stratton K. Murphy, Marc D. Murphy and Angela Brown (the
"Murphy Selling Shareholders"), who on November 15, 1999 are the
Beneficial Owners collectively of 998,000 Common Shares of the Company,
shall become, individually or together with one another, an "Acquiring
Person" as the result of his, her and their acquisitions of Common
Shares from the Company pursuant to the terms of the Acquisition
Agreement and Plan of Reorganization, dated as of November 15, 1999,
between the Company and the Murphy Selling Shareholders (as the same
may be amended from time to time, the "Murphy Acquisition Agreement");
provided, however, that if any of the Murphy Selling Shareholders
shall become the Beneficial Owner of any additional Common Shares of
<PAGE>
the Company, other than pursuant to the Acquisition Agreement, such
Person or Persons shall be deemed to be an "Acquiring Person."
Section 2. Miscellaneous.
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Except as expressly supplemented or amended as set forth in this
Amendment, the Rights Agreement is hereby ratified and confirmed, and all the
terms, provisions and conditions thereof shall be and continue in full force and
effect. The Rights Agreement and this Amendment shall be read, taken and
construed as one and the same instrument and shall be binding upon all the
holders of Rights, Common Shares and/or Preferred Shares.
Section 3. Governing Law.
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This Amendment shall be deemed to be a contract made under the laws of
the Commonwealth of Virginia and for all purposes shall be governed by and
construed in accordance with the laws of such Commonwealth applicable to
contracts to be made and performed entirely within such Commonwealth.
Section 4. Counterparts.
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This Amendment may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of November 15, 1999.
Attest: SMITHFIELD FOODS, INC.
By: /s/ Michael H. Cole By: /s/ C. Larry Pope
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Name: Michael H. Cole Name: C. Larry Pope
Title: Associate General Counsel and Title: Vice President and Chief
Secretary Financial Officer
Attest: HARRIS TRUST AND SAVINGS BANK,
As Rights Agent
By: /s/ Simone Harris By: /s/ Susan Shadel
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Name: Simone Harris Name: Susan Shadel
Title: Trust Officer Title: Vice President
