SEC Info - Food & Allied Service Trades Dept Afl Cio - ‘PREC14A’ on 8/9/99 re: Smithfield Foods Inc

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Food & Allied Service Trades Dept Afl Cio – ‘PREC14A’ on 8/9/99 re: Smithfield Foods Inc

On: Monday, 8/9/99 · Accession #: 1003988-99-3 · File #: 0-02258

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/09/99  Food & Allied Svc Trades Dep… Cio PREC14A                1:41K  Smithfield Foods Inc              CC Rich Professi… Inc/FA

Preliminary Proxy Solicitation Material — Contested Solicitation — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PREC14A     Corrected Proxy -- Reflects Preliminary Contest       20     69K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Independent Directors
1	1st Page - Filing Submission
10	Independent Directors

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SCHEDULE 14A INFORMATION              

Proxy Statement Pursuant to Section 14(a) of the Securities               
Exchange Act of 1934 (Amendment No.__)              

Filed by the Registrant [_]                                                     

Filed by a Party other than the Registrant [X]                                  

Check the appropriate box:                                                      

[X]  Preliminary Proxy           [_]    Confidential, for                       
Statement                          Use of the Commission              
                     Only (as permitted by
                 Rule 14a-6(e)(2))
[_] Definitive Proxy Statement                                                  

[_]  Definitive Additional Materials                                            

[_]  Soliciting Material Pursuant to Section 240.14a-11(c) or                   
Section 240.14a-12                                                    

Smithfield Foods, Inc.              
----------------------------------------------------------------              
(Name of Registrant as Specified In Its Charter)              

[FAST]              
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(Name of Person(s) Filing Proxy Statement, if other than the              
Registrant)               

Payment of Filing Fee (Check the appropriate box):                              

[X] No fee required.                                                            

[_]  Fee computed on table below per Exchange Act Rules                         
14a-6(i)(4) and 0-11.                                                 

(1) Title of each class of securities to which transaction                      
applies:                                                                        

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(2) Aggregate number of securities to which transaction applies:                

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(3) Per unit price or other underlying value of transaction                     
computed pursuant to Exchange Act Rule 0-11 (set forth the amount               
on which the filing fee is calculated and state how it was                      
determined):                                                                    

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(4) Proposed maximum aggregate value of transaction:                            

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(5) Total fee paid:                                                             

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[_]  Fee paid previously with preliminary materials.                            

[_]   Check box if any part of the fee is offset as provided by                 
Exchange Act Rule 0-11(a)(2) and identify the filing for            
which the offsetting fee was paid previously. Identify the          
previous filing by registration statement number, or the            
Form or Schedule and the date of its filing.                        

(1) Amount Previously Paid:                                                     

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(2) Form, Schedule or Registration Statement No.:                               

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(3) Filing Party: FAST (By Jeffrey L. Fiedler, President)                       

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(4) Date Filed: August 5, 1999                                                  

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Notes:                                                                          

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INDEPENDENT SHAREHOLDER PROXY STATEMENT               
[http://www.smithfieldpigs.org]                 

IN CONNECTIONWITH 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.                                     

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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.                                             

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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                     

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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                     

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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)                                                     

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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."                                                   

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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.                          

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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.                                           

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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."                                                        

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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."                                                        

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"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.                               

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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.                                    

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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                    

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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                    

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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                    

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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)                                 

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                                                                 [Download Table]
                                                                      
                                                                      
  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                                                    

                                                                               
(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                                                             

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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:   FAST                                                                  

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.                                                            

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Filing Submission 0001003988-99-000003 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Food & Allied Service Trades Dept Afl Cio – ‘PREC14A’ on 8/9/99 re: Smithfield Foods Inc

On: Monday, 8/9/99 · Accession #: 1003988-99-3 · File #: 0-02258

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