UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Pinnacle Foods, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
72346U 10 5
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(CUSIP Number)
December 31, 2001
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
if filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ x ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 72346U 10 5
1. Names of Reporting Persons. I.R.S. ID Nos. of Above Persons
Smithfield Foods, Inc.
52-0845861
2. Check the Appropriate Box if a Member of a Group (See Instructions)
[ ] a
[ ] b
3. SEC Use Only
4. Citizenship or Place of Organization
Virginia, United States of America
5. Sole Voting Power
Number of Shares 13,003,494
Beneficially Owned
By Each Reporting 6. Shared Voting Power
Person With
-0-
7. Sole Dispositive Power
13,003,494
8. Shared Dispositive Power
-0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person
13,003,494
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
50%
12. Type of Reporting Person
CO
Item 1.
(a) Name of Issuer
Pinnacle Foods, Inc.
(b) Address of Issuer's Principal Executive Offices
980 Glasgow Street
Pottstown, PA 19464
Item 2.
(a) Name of Person Filing
Smithfield Foods, Inc.
(b) Address of Principal Business Office or, if none, Residence
200 Commerce Street
Smithfield, VA 23430
(c) Citizenship
Virginia, U.S.A.
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
72346U 10 5
Item 3. If this Statement is filed pursuant to Section 240.13d-1(b) or Section
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act.
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940.
(e) [ ] An investment advisor in accordance with section
240.13(d)-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
section 240.13d-1(b)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940;
(j) [ ] Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned: 13,003,494.
(b) Percent of Class: 50%.
(c) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote: 13,003,494.
(ii) shared power to vote or to direct the vote: -0-.
(iii) sole power to dispose or to direct the disposition of: 13,003,494.
(iv) Shared power to dispose or to direct the disposition of: -0-.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Member of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 11, 2001
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Date
/s/ Michael H. Cole
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Signature
Michael H. Cole
Secretary and Associate General Counsel
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Name/Title