Smithfield Companies Inc, et al. – ‘SC 13E3/A’ on 7/30/01 re: Smithfield Companies Inc

On:  Monday, 7/30/01, at 5:12pm ET   ·   Accession #:  1021408-1-504192   ·   File #:  5-41657

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Amendment to Tender-Offer Statement — Going-Private Transaction   —   Schedule 13E-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E3/A   Amendment #2 to SC 13E3/A                              3     13K 

Document Table of Contents

SC 13E3/A
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SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D. C.  20549  

______________  

SCHEDULE 13E-3/A  

(RULE 13e-100)  
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE  
ACT OF 1934 AND RULE 13e-3 THEREUNDER 

(Amendment No. 2, Final Amendment)  

THE SMITHFIELD COMPANIES, INC.  
(Name of Issuer)  

THE SMITHFIELD COMPANIES, INC.  
SMITHFIELD FOODS, INC.  
SF INVESTMENTS, INC.  
TSCI ACQUISITION, INC.  
(Name of Person(s) Filing Statement)  

COMMON STOCK, NO PAR VALUE PER SHARE  
(Title of Class of Securities)  

832245104 
(CUSIP Number of Class of Securities) 

Michael H. Cole, Esq. 
Smithfield Foods, Inc.  
200 Commerce Street 
Smithfield, Virginia 23430  
(757) 365-3000  

(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing Statement) 

With Copies to: 

Gary E. Thompson, Esq.  
Hunton & Williams 
951 E. Byrd Street  
Richmond, Virginia 23219  
(804) 788-8200  

This statement is filed in connection with (check the appropriate box):         

    a.   [X]  The filing of solicitation materials or an information
                    statement subject to Regulation 14A, Regulation 14C, or Rule
              13e-3(c) under the Securities Exchange Act of 1934, as
amended.                                

         b.   [_]  The filing of a registration statement under the Securities
Act of 1933, as amended.                

c.   [_]  A tender offer.                                   

d.   [_]  None of the above.                                

Check the following box if the soliciting materials or information    
statement referred to in checking box (a) are preliminary copies: [_]           

  Check the following box if the filing is a final amendment reporting the
results of the transaction: [X]                                                 

SC 13E3/A
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  This Amendment No. 2, Final Amendment, to Schedule 13E-3 supplements and
amends the Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3"), filed
on June 1, 2001, and amended by Amendment No. 1 thereto on June 22, 2001, by The
Smithfield Companies, Inc., a Virginia corporation ("Smithfield Companies"),    
Smithfield Foods, Inc., a Virginia corporation ("Smithfield Foods"), SF         
Investments, Inc., a Delaware corporation and a wholly owned subsidiary of      
Smithfield Foods ("SF Investments"), and TSCI Acquisition, Inc., a Virginia     
corporation and wholly owned subsidiary of Smithfield Foods ("Acquisition").    
The Schedule 13E-3 relates to the merger (the "Merger") of Acquisition with and 
into Smithfield Companies, with Smithfield Companies continuing as the surviving
entity, effected pursuant to the Agreement and Plan of Merger, dated as of April
30, 2001 (the "Merger Agreement"), by and among Smithfield Companies, Smithfield
Foods and Acquisition.  Capitalized terms used and not otherwise defined herein 
have the meanings set forth in the Schedule 13E-3.                              

ITEM 15.  ADDITIONAL INFORMATION.                                               

   At a special meeting of shareholders of Smithfield Companies held on July
30, 2001, the holders of 1,759,382 shares of Smithfield Companies common stock, 
representing 83.2% of such shares outstanding, voted for a proposal to approve  
the Merger Agreement and the Merger, which was sufficient to approve the Merger 
Agreement and the Merger. None of the holders of the shares of Smithfield       
Companies common stock entitled to vote at the special meeting perfected their  
dissenters' rights under Virginia law by providing Smithfield Companies with    
written notice of their intent to demand payment pursuant to Section 13.1-733 of
the Virginia Stock Corporation Act.                                             

   The Merger became effective as of 5:00 p.m. on July 30, 2001, and at such
time Acquisition was merged with and into Smithfield Companies, with Smithfield 
Companies continuing as the surviving corporation and a wholly owned subsidiary 
of Smithfield Foods. At the effective time of the Merger, each outstanding share
of common stock, no par value per share, of Smithfield Companies (other than    
shares held by shareholders who had perfected their dissenters' rights under    
Virginia law and other than shares held by Smithfield Foods or Acquisition) was 
converted into the right to receive $8.50 per share in cash (less applicable    
withholding taxes), without interest thereon.                                   

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SC 13E3/A
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SIGNATURE 

   After due inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct. 

Dated: July 30, 2001                                                            

                THE SMITHFIELD COMPANIES, INC.

         By: /s/ Michael H. Cole
                         ---------------------------------
        Name:  Michael H. Cole
                     Title: Vice President and Secretary

        SMITHFIELD FOODS, INC.

       By: /s/ C. Larry Pope
                         ---------------------------------
      Name:  C. Larry Pope
  Title: President

      SF INVESTMENTS, INC.

         By: /s/ Michael H. Cole
                         ---------------------------------
        Name:  Michael H. Cole
                     Title: Vice President and Secretary

        TSCI ACQUISITION, INC.

         By: /s/ Michael H. Cole
                         ---------------------------------
        Name:  Michael H. Cole
                     Title: Vice President and Secretary

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13E3/A’ Filing		Date		First		Last			Other Filings
Filed on:		7/30/01		2		3			15-12G,  DEF 14A
		6/22/01		2					PRER14A,  SC 13E3/A
		6/1/01		2					PRER14A,  SC 13E3
		4/30/01		2					8-K
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