SEC Comment Letter for SMITHFIELD FOODS INC (SFD) (CIK 0000091388) (SFD) — Jan 12, 2007
SMITHFIELD FOODS INC (SFD) (CIK 0000091388)
Date: Jan. 12, 2007 · CIK: 0000091388 · Accession: 0000000000-07-001955
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-138090
Referenced dates: December 28, 2006
Letter
January 12, 2007 Via U.S. Mail Michael H. Cole, Esq. Vice President, Chief Legal Officer & Secretary Smithfield Foods, Inc. 200 Commerce Street Smithfield, VA 23430
Re: Smithfield Foods, Inc. Amendment no. 2 to Registra tion Statement on Form S-4 Filed January 9, 2007 File No. 333-138090
Dear Mr. Cole,
We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in re sponse to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your expl anation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing th is information, we may or may not raise additional comments.
Registration Statement
Notes to Unaudited Pro Forma Combined Condensed Financial Data, page 74 1. We note your revised footnote (7) on page 76 in response to our prior comment 4 of our letter dated December 28, 2006. In addition to providing your fair value calculation for the converted Smithfield opti ons, please also disclose the weighted average fair value and the assumptions used in determining the fair value of the outstanding PSF options which support your co nclusion that the fair value of the converted options approximates the fair value of the PSF options. Also, please disclose the total number of outstanding PSF and converted Smithfield options used in determining the additiona l purchase price of $3.9 million.
Michael H. Cole, Esq. Smithfield Foods, Inc. January 12, 2007 Page 2
Other 2. Provide a currently dated consent from the independent public accountants in the amendment.
* * * * *
As appropriate, please amend the regist ration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a c over letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
You may contact Jean Yu at (202) 551- 3308 or Linda Cvrkel at (202) 551-3813 if you have questions regarding comments on the financial statements and related matters. Please contact Rolaine Bancroft at (202) 551- 3313 or me at (202) 551-3750 with any other questions.
Regards,
Max A. Webb
Assistant Director
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Mail Stop 3561 January 12, 2007 Via U.S. Mail Michael H. Cole, Esq. Vice President, Chief Legal Officer & Secretary Smithfield Foods, Inc. 200 Commerce Street Smithfield, VA 23430 Re: Smithfield Foods, Inc. Amendment no. 2 to Registra tion Statement on Form S-4 Filed January 9, 2007 File No. 333-138090 Dear Mr. Cole, We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in re sponse to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your expl anation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing th is information, we may or may not raise additional comments. Registration Statement Notes to Unaudited Pro Forma Combined Condensed Financial Data, page 74 1. We note your revised footnote (7) on page 76 in response to our prior comment 4 of our letter dated December 28, 2006. In addition to providing your fair value calculation for the converted Smithfield opti ons, please also disclose the weighted average fair value and the assumptions used in determining the fair value of the outstanding PSF options which support your co nclusion that the fair value of the converted options approximates the fair value of the PSF options. Also, please disclose the total number of outstanding PSF and converted Smithfield options used in determining the additiona l purchase price of $3.9 million. Michael H. Cole, Esq. Smithfield Foods, Inc. January 12, 2007 Page 2 Other 2. Provide a currently dated consent from the independent public accountants in the amendment. * * * * * As appropriate, please amend the regist ration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a c over letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. You may contact Jean Yu at (202) 551- 3308 or Linda Cvrkel at (202) 551-3813 if you have questions regarding comments on the financial statements and related matters. Please contact Rolaine Bancroft at (202) 551- 3313 or me at (202) 551-3750 with any other questions. Regards, Max A. Webb Assistant Director cc: Robert E. Spatt, Esq. Simpson Thacher & Bartlett LLP via facsimile: (212) 455-2502