Appendix A - The Smithfield Companies, Inc.'s Objections To Plaintiff's Subpoena Pursuant To Rule 45 To The Smithfield Companies, Inc. For The Production Of Documents Relating To Jurisdictional Discovery : U.S. V. Smithfield Foods, Inc.

Pursuant to Rule 45 of the Federal Rules of Civil Procedure The Smithfield Companies, Inc. ("Smithfield Companies") states its objections to Plaintiff's Subpoena pursuant to Rule 45 to The Smithfield Companies, Inc. For the Production of Documents Relating to Jurisdictional Discovery ("Document Requests") as follows:

GENERAL OBJECTIONS

1. Smithfield Companies objects to the Document Requests as overly broad, unduly burdensome, and not reasonably calculated to lead to the discovery of admissible evidence in determining whether or not Smithfield Foods, Inc. ("SFD") is amenable to jurisdiction in this district. DOJ has alleged that the first causes of action accrued on June 28, 1998 and that SFD was in violation of the relevant statute from June 26, 1998 through October 28, 1998. DOJ has alleged the second cause of action accrued on December 8, 1999 and that SFD was in violation of the relevant statute from December 8, 1999 through January 12, 2001. SFD did not acquire Smithfield Companies until July 31, 2002, well after the alleged causes of action accrued and after the periods DOJ has alleged SFD was in violation of the relevant statute. Therefore, the Document Requests seeks documents that are irrelevant to the issue of personal jurisdiction and the Document Requests are overly broad, unduly burdensome, and not reasonably calculated to lead to the discovery of admissible evidence.

2. Smithfield Companies objects to the Document Requests, and any implied or express instruction or direction in the Document Requests, that imposes or seeks to impose burdens greater than those imposed by the Federal Rules of Civil Procedure.

3. Smithfield Companies objects to the Document Requests to the extent they seek disclosure of information protected under the attorney-client privilege, the work-product doctrine, or any other applicable privilege or immunity.

4. Smithfield Companies objects to the Document Requests to the extent they seek disclosure of proprietary and/or confidential business information of Smithfield Companies. To the extent the Document Requests do seek such information, Smithfield Companies will respond only pursuant to a Protective Order pursuant to Fed. R. Civ. P.26(c).

5. Smithfield Companies objects to the Documents Requests to the extent they are overly broad, unduly burdensome, and/or not reasonably calculated to lead to the discovery of admissible evidence.

6. Smithfield Companies reserves all objections as to the competence, relevance, materiality, admissibility, or privileged status of any information provided in response to these Document Requests, unless Smithfield Companies specifically states otherwise.

7. Smithfield Companies objects to the Document Requests to the extent they relate to companies other than The Smithfield Packing Company, Incorporated ("Packing") and Gwaltney of Smithfield, Ltd. ("Gwaltney") and their subsidiaries or SFD, which the Department of Justice ("DOJ") has alleged are amenable to personal jurisdiction in the District of Columbia. Therefore, to the extent Document Requests relate to companies other than these companies, such Document Requests are overly broad, unduly burdensome, and not reasonably calculated to lead to the discovery of admissible evidence in determining whether or not SFD is amenable to jurisdiction in this district.

8. Smithfield Companies objects to the Document Requests to the extent they require production of documents in the possession, custody, or control of former directors, officers, employees, agents, partners, representatives, and attorneys of Smithfield Companies or its subsidiaries. Documents such persons might possess are not within the possession, custody, or control of Smithfield Companies.

9. Smithfield Companies objects to the Document Requests to the extent they require production of documents in the possession, custody, or control of companies in which Smithfield Companies does not have a controlling interest, as documents are not in the possession, custody, or control of Smithfield Companies.

10. Smithfield Companies objects to the Document Requests to the extent they call for information which "concerns" or "relates to" a particular topic on the ground that gathering all documents containing any reference or relationship to a particular topic is unduly burdensome and out of proportion to the documents' potential relevance.

12. Smithfield Companies general objections are applicable to, and included in, Smithfield Companies specific objections and answers set forth below.

SPECIFIC OBJECTIONS

Request 1:

All documents relating to each meeting of Smithfield's board of directors or any of its committees, including minutes of each such meeting, notes taken in preparation for, at, or after each such meeting, written presentations prepared for or made at each such meeting, and resolutions passed.

Response:

See General Objections.

Request 2:

All documents relating to the Management Board of Smithfield, including minutes of each meeting of the Management Board, notes taken in preparation for, at, or after each such meeting, written presentations prepared for or made at each such meeting, resolutions passed, and any other documents that discuss its purpose, authority, functions, or activities.

Response:

See General Objections.

Request 3:

All documents relating to meetings of the boards of directors of each DC Subsidiary or any of their committees, including minutes of each such meeting, notes taken in preparation for, at, or after each such meeting, written presentations prepared for or made at each such meeting, and resolutions passed.

Response:

See General Objections.

Request 4:

All documents relating to meetings of the board of directors of SF Investments, Inc., or any of its committees, including minutes of each meeting, notes taken in preparation for, at, or after each such meeting, written presentations prepared for or made at each such meeting, and resolutions passed.

Response:

See General Objections.

Request 5:

All organizational charts and similar documents that discuss lines of authority or personnel reporting requirements within Smithfield.

Response:

See General Objections.

Request 6:

All organizational charts and similar documents that discuss lines of authority or reporting requirements between Smithfield and the Smithfield subsidiaries.

Response:

See General Objections.

Request 7:

The corporate by-laws or similar governing documents for each DC Subsidiary.

Response:

See General Objections.

Request 8:

The corporate by-laws or similar governing documents for Smithfield.

Response:

See General Objections.

Request 9:

The corporate by-laws or similar governing documents for SF Investments, Inc.

Response:

See General Objections.

Request 10:

All powers of attorney or similar written authorization executed by or on behalf of any Smithfield subsidiary granting authority to Smithfield to act for, or on behalf of, such Smithfield subsidiary.

Response:

See General Objections.

Request 11:

All manuals or other documents that discuss procedures to be followed by Smithfield subsidiaries regarding annual budgets, capital expenditures, marketing, pricing, financing or other business transactions, or employment matters such as salaries, bonuses, employee performance standards, retirement plans, and insurance coverage.

Response:

See General Objections.

Request 12:

All press releases issued by Smithfield or any DC Subsidiary.

Response:

See General Objections.

Request 13:

All studies, evaluations, reviews, analyses, reports or similar documents discussing coordination of operations among any or all Smithfield subsidiaries prepared by, or at the direction of, Lawrence Shipp, in connection with his position as Smithfield's Vice President of Logistics.

Response:

See General Objections.

Request 14:

All studies, evaluations, reviews, analyses, reports or similar documents discussing changes in or improvements to information technology policies, practices, or procedures at any Smithfield subsidiary prepared by, or at the direction of, Mansour Zadeh, in connection with his position as Smithfield's Chief Information Officer.

Response:

See General Objections.

Request 15:

All documents discussing any actions taken by, or at the direction of, Joseph W. Luter, IV, in connection with his responsibilities, which were listed in your press release dated October 19, 2001, as "coordinating corporate sales and marketing programs," as well as "transportation, logistics, and information technology affecting the entire organization."

Response:

See General Objections.

Request 16:

All documents discussing the role of Smithfield or any other Smithfield subsidiary in sales, marketing, customer relations and transportation coordination for the DC Subsidiaries.

Response:

See General Objections.

Request 17:

All documents discussing any actions taken b (sic), or at the direction of, Robert A. Slavik to "devis[e] a national brand strategy at Smithfield Foods," his stated intent in your press release dated June 25, 2001.

Response:

See General Objections.

Request 18:

A representative sample of all sales and marketing materials developed by Smithfield for use by any of the DC Subsidiaries, including customer presentations.

Response:

See General Objections.

Request 19:

Documents sufficient to identify (1) the officers and directors of each Smithfield subsidiary prior to its acquisition by Smithfield, and (2) any changes in the identity of those officers or directors that occurred after the acquisition.

Response:

See General Objections.

Request 20:

Documents sufficient to show the dollar amount of revenues generated from sales in the District of Columbia by each DC Subsidiary, or each year since January 1, 1997.

Response:

See General Objections.

Request 21:

For each year starting January 1, 1997, the Consolidating Financial Statements for Smithfield and the Smithfield subsidiaries.

Response:

See General Objections.

Request 22:

Documents sufficient to show each debt instrument to which Smithfield and any DC Subsidiary were or are jointly obligated.

Response:

See General Objections.

Request 23:

All employment agreements for any officer or director of Smithfield who also serves or has served as an officer or director of any DC Subsidiary.

Response:

See General Objections.

Request 24:

A representative sample of the types of documents created by each DC Subsidiary that Smithfield reviews, approves or authorizes, including budgets, marketing plans, strategic plans, customer presentations, price lists, requests for capital or operating expenditures, customer contracts, employment contracts, or labor contracts.

Response:

See General Objections.

Request 25:

Transcripts of all Smithfield earnings conference calls.

Response:

See General Objections.

Request 26:

Documents sufficient to show the process or procedures by which Smithfield subsidiaries, directly or indirectly, access funds from all debt instruments to which Smithfield is a signatory.

Response:

See General Objections.

 

Dated: June 2, 2003
 

Pursuant to Rule 33 of the Federal Rules of Civil Procedure, Smithfield Foods, Inc. ("SFD") states its responses and objections to Plaintiff's First Set of Interrogatories Relating to Jurisdictional Discovery ("Interrogatories") as follows:

GENERAL OBJECTIONS

1. SFD objects to the Interrogatories to the extent they require information reflecting conduct or circumstances prior to January 1, 1997, or after January 31, 2001. The Department of Justice ("DOJ") has alleged that the first cause of action accrued on June 28, 1998, and that SFD was in violation of the relevant statute from June 26, 1998, through October 1, 1998. DOJ has alleged that the second cause of action accrued on December 8, 1999, and that SFD was in violation of the relevant statute from December 8, 1999, to January 12, 2001. Therefore, Interrogatories requesting information regarding conduct or circumstances prior to January 1, 1997, or after January 31, 2001, seek information that is irrelevant and such Interrogatories are overly broad, unduly burdensome, and not reasonably calculated to lead to the discovery of admissible evidence in determining whether or not SFD is amenable to jurisdiction in this district.

2. SFD objects to the Interrogatories to the extent they require information or responses regarding companies other than The Smithfield Packing Company, Incorporated ("Packing"), Gwaltney of Smithfield, Ltd. ("Gwaltney"), and the Smithfield Companies, Inc. ("Smithfield Companies"), and their subsidiaries, or SFD. DOJ has not alleged that other companies are amenable to personal jurisdiction in the District of Columbia. Therefore, to the extent an interrogatory relates to companies other than Packing, Gwaltney, Smithfield Companies and their subsidiaries or SFD, such interrogatory seeks information that is irrelevant and such interrogatory is overly broad, unduly burdensome, and not reasonably calculated to lead to the discovery of admissible evidence in determining whether or not SFD is amenable to jurisdiction in this district. Further, SFD objects to the Interrogatories to the extent they relate to Smithfield Companies, which was acquired by SFD on July 31, 2002, after the alleged causes of action accrued and after the periods DOJ alleged SFD was in violation of the relevant statute. To the extent an interrogatory relates to the Smithfield Companies, such interrogatory seeks information that is irrelevant and is overly broad, unduly burdensome, and not reasonably calculated to lead to the discovery of admissible evidence in determining whether or not SFD is amenable to jurisdiction in this district.

3. SFD objects to the Interrogatories to the extent they seek information regarding companies that DOJ has not alleged or asserted were involved in the events giving rise to the alleged violations of the Hart-Scott-Rodino Act.

4. SFD objects to the Interrogatories, and any implied or express instruction or direction in the Interrogatories, that impose or seeks to impose burdens greater than those imposed by the Federal Rules of Civil Procedure.

5. SFD objects to the Interrogatories to the extent they seek disclosure of information protected under the attorney-client privilege, the work-product doctrine, or any other applicable privilege or immunity.

6. SFD objects to the Interrogatories to the extent they seek disclosure of proprietary and/or confidential business information of SFD. To the extent the Interrogatories do seek such information, SFD will respond only pursuant to a Protective Order under Fed. R. Civ. P.26(c).

7. SFD objects to the Interrogatories to the extent they are overly broad, unduly burdensome, or not reasonably calculated to lead to the discovery of admissible evidence.

8. SFD reserves all objections as to the competence, relevance, materiality, admissibility, or privileged status of any information provided in response to these Interrogatories, unless SFD specifically states otherwise.

9. SFD objects to the Interrogatories to the extent they seek information from former directors, officers, employees, agents, partners, representatives, and attorneys of SFD. SFD does not control such persons.

10. SFD objects to the Interrogatories to the extent they require information from companies in which SFD does not have a controlling interest.

11. SFD objects to the Interrogatories to the extent they call for information which "concerns" or "relates to" a particular topic on the ground that providing information with any relationship to a particular topic is unduly burdensome and out of proportion to the information's potential relevance. Without waiving any objections, SFD will use appropriate efforts to ensure all information is provided reasonably "concerning" or "relating to" a particular topic.

12. SFD's general objections are applicable to, and included in, SFD's specific objections and answers set forth below.

RESPONSES AND OBJECTIONS

Interrogatory 1:

Identify each Smithfield subsidiary whose products are, directly or indirectly, marketed or sold in the District of Columbia.

Response:

REDACTED

Interrogatory 2:

Identify each Smithfield subsidiary that has provided goods or services to any Smithfield subsidiary identified in your answer to Interrogatory No. 1.

Response:

REDACTED

REDACTED

Interrogatory 3:

For each Smithfield subsidiary identified in your answer to Interrogatory No. 2, describe the goods or services provided.

Response:

REDACTED

Interrogatory 4:

Describe all policies or procedures by which Smithfield subsidiaries, directly or indirectly, access funds from all debt instruments to which Smithfield is a signatory.

Response:

REDACTED

REDACTED

Interrogatory 5:

Describe all services provided by Smithfield to any Smithfield subsidiary identified in your answer to Interrogatory No. 1.

Response:

REDACTED

REDACTED

REDACTED

REDACTED

REDACTED

Interrogatory 6:

Describe every account in your financial cost accounting system that reflects the allocation of expenses incurred in connection with the provision of each service described in your answer to Interrogatory No. 5.

Response:

REDACTED

Interrogatory 7:

Describe all types of intercompany transfers from Smithfield subsidiaries to Smithfield.

Response:

REDACTED

REDACTED

REDACTED

Interrogatory 8:

Describe all accounts in your financial cost accounting system that reflect each type of intercompany transfer from Smithfield subsidiaries to Smithfield identified in your answer to Interrogatory No. 7.

Response:

REDACTED

Interrogatory 9:

Identify all persons who have been signatories on each bank account maintained in the name of any Smithfield subsidiary. Your answer should include, and separately identify, all persons with authority to direct that any payment from any such bank account be made on behalf of any such Smithfield subsidiary.

Response:

REDACTED

REDACTED

REDACTED

Interrogatory 10:

Identify all tax returns Smithfield has prepared for each subsidiary identified in your answer to Interrogatory No. 1, including federal corporate income tax returns, state income tax returns, and state property tax returns.

Response:

REDACTED

Interrogatory 11:

For each subsidiary identified in your answer to Interrogatory No. 1, describe every type of action each such subsidiary takes that requires Smithfield's approval or authorization, including

a subsidiary's budget, its capital or operating expenditures, its entry into a contract or its involvement in other business transactions.

Response:

REDACTED

Interrogatory 12:

For each type of action identified in your answer to Interrogatory No. 11, identify the person at Smithfield who approves or authorizes such action.

Response:

REDACTED

Interrogatory 13:

Describe all contractual obligations incurred by each Smithfield subsidiary identified in your answer to Interrogatory No. 1 for which Smithfield is also a guarantor.

Response:

REDACTED

Interrogatory 14:

Describe any changes made in the policies, procedures or practices of any Smithfield subsidiary relating to corporate sales, marketing programs, transportation, logistics and information technology as a result of any actions by, or at the direction of, Joseph W. Luter, IV in his capacity as head of what you described in a October 19, 2001 press release as "a major new corporate initiative to invoke a closer relationship between the operating subsidiaries to maximize the available synergies within the Smithfield Foods family of companies."

Response:

See General Objections. Further, DOJ requests information regarding conduct and events that occurred well after the alleged causes of action accrued and after the time DOJ alleged SFD was in violation of the relevant statute. Therefore, SFD further objects to this interrogatory as seeking information that is irrelevant and this interrogatory is overly broad, unduly burdensome, and not reasonably calculated to lead to the discovery of admissible evidence.

Interrogatory 15:

Describe any changes made in the policies, procedures or practices of any Smithfield subsidiary relating to logistics as a result of any actions by, or at the direction of, Lawrence Shipp, whose appointment as Vice President, Logistics, you announced in a press released dated January 3, 2002.

Response:

See General Objections. Further, Lawrence Shipp joined SFD as Vice President of Logistics on January 3, 2002. This was well after the alleged causes of action accrued and after the time DOJ alleged SFD was in violation of the relevant statute. Therefore, SFD further objects to this interrogatory as seeking information that is irrelevant and this interrogatory is overly broad, unduly burdensome, and not reasonably calculated to lead to the discovery of admissible evidence.

Interrogatory 16:

Describe any changes made in the policies, procedures or practices of any Smithfield subsidiary relating to logistics or information technology as a result of any actions by, or at the direction of, Mansour Zadeh, whose appointment as Chief Information Officer, you announced in a press release dated January 3, 2002.

Response:

REDACTED

Interrogatory 17:

Identify each employee of Smithfield or any Smithfield subsidiary who plays any role in the marketing or sale of products produced by each subsidiary identified in your answer to Interrogatory No. 1.

Response:

REDACTED

REDACTED

Interrogatory 18:

For each employee identified in your answer to Interrogatory No. 17, provide a brief description of each employee's day-to-day activities as they relate to sales and marketing for those subsidiaries identified in your answer to Interrogatory No. 1.

Responses:

REDACTED

Interrogatory 19:

Identify the entity(s) that paid a salary to, or otherwise provided remuneration to, each Smithfield officer and each Smithfield directory during such times as such officer or director also served as an officer or director of any Smithfield subsidiary.

Response:

REDACTED



 

VERIFICATION OF INTERROGATORY ANSWERS

I, Lisa Butler, am Corporate Counsel of Smithfield Foods, Inc. I believe, based on reasonable inquiry, that the foregoing answers are true and correct to the best of my knowledge, information and belief.

I verify under penalty of perjury that the foregoing is true and correct.

Executed on June 18, 2003

 

REDACTED

REDACTED

REDACTED

REDACTED

 

Pursuant to Rule 45 of the Federal Rules of Civil Procedure Gwaltney of Smithfield, Ltd. ("Gwaltney") states its objections to Plaintiff's Subpoena pursuant to Rule 45 to Gwaltney of Smithfield, Ltd. for the Production of Documents Relating to Jurisdictional Discovery ("Document Requests") as follows:

GENERAL OBJECTIONS

1. Gwaltney objects to the Document Requests to the extent they require the production of documents prepared, written, sent, dated, or in effect prior to January 1, 1997 or after January 31, 2001. DOJ has alleged that the first causes of action accrued on June 28, 1998 and that Smithfield Foods, Inc. ("SFD") was in violation of the relevant statute from June 26, 1998 through October 1, 1998. DOJ has alleged the second cause of action accrued on December 8, 1999 and that SFD was in violation of the relevant statute from December 8, 1999 to January 12, 2001. Therefore, requests for documents prepared, written, sent, dated, or in effect prior to January 1, 1997 or after January 31, 2001 seek documents that are irrelevant and such requests are overly broad, unduly burdensome, and not reasonably calculated to lead to the discovery of admissible evidence in determining whether or not SFD is amenable to jurisdiction in this district.

2. Gwaltney objects to the Document Requests to the extent they relate to companies other than Gwaltney, The Smithfield Packing Company, Incorporated ("Packing"), and the Smithfield Companies, Inc., and the subsidiaries, or SFD. The Department of Justice ("DOJ") has not alleged that other companies are amenable to personal jurisdiction in the District of Columbia. Therefore, to the extent Document Requests relate to companies other than Packing, Gwaltney, and The Smithfield Companies, Inc. and their subsidiaries, or SFD, such Document Requests seek documents that are irrelevant and such requests are overly broad, unduly burdensome, and not reasonably calculated to lead to the discovery of admissible evidence in determining whether or not SFD is amenable to jurisdiction in this district. Further, Gwaltney objects to the Document Requests to the extent they relate to The Smithfield Companies, Inc., which was acquired by SFD on July 31, 2002, after the alleged causes of action accrued and after the periods DOJ has alleged SFD was in violation of the relevant statute. To the extent Documents Requests relate to the Smithfield Companies, Inc., such Document Requests seek documents that are irrelevant and such requests are overly broad, unduly burdensome, and not reasonably calculated to lead to the discovery of admissible evidence in determining whether or not SFD is amenable to jurisdiction in this district.

3. This response is being provided in advance of Gwaltney's review and production of documents. By stating that it will produce responsive documents, Gwaltney does not indicate that those documents in fact exist, have been located, are available for production, or are within Gwaltney's possession, custody, or control. Rather, Gwaltney indicates only that, subject to these General Objections and any additional specific objections asserted with respect to an individual specification, it will produce any non-privileged responsive documentss that may be located. In addition, Gwaltney reserves the right to identify and withhold documents that it determines to be privileged, notwithstanding any failure to state, in response to each request below, that responsive documents are privileged.

4. Gwaltney objects to the Document Requests, and any implied or express instruction or direction in the Document Requests, that imposes or seeks to impose burdens greater than those imposed by the Federal Rules of Civil Procedure.

5. Gwaltney objects to the Document Requests to the extent they seek disclosure of information protected under the attorney-client privilege, the work-product doctrine, or any other applicable privilege or immunity.

6. Gwaltney objects to the Document Requests to the extent they seek disclosure of proprietary and/or confidential business information of Gwaltney. To the extent the Document Requests do seek such information, Gwaltney will respond only pursuant to a Protective Order pursuant to Fed. R. Civ. P.26(c).

7. Gwaltney objects to the Document Requests to the extent they are overly broad, unduly burdensome, and/or not reasonably calculated to lead to the discovery of admissible evidence.

8. Gwaltney reserves all objections as to the competence, relevance, materiality, admissibility, or privileged status of any information provided in response to these Document Requests, unless Gwaltney specifically states otherwise.

9. Gwaltney objects to the Document Requests to the extent they require production of documents in the possession, custody, or control of former directors, officers, employees, agents, partners, representatives, and attorneys of Gwaltney or its subsidiaries. Documents such persons might possess are not within the possession, custody, or control of Gwaltney.

10. Gwaltney objects to the Document Requests to the extent they require production of documents in the possession, custody, or control of companies in which Gwaltney does not have a controlling interest, as documents are not in the possession, custody, or control of Gwaltney.

11. Gwaltney objects to the Plaintiff's Requests to the extent they call for information which "concerns" or "relates to" a particular topic on the ground that gathering all documents containing any reference or relationship to a particular topic is unduly burdensome and out of proportion to the documents' potential relevance. Without waiving any objection, Gwaltney will use appropriate efforts to ensure production of all documents reasonably "concerning" or "relating to" a particular topic.

12. Gwaltney's general objections are applicable to, and included in, Gwaltney's specific objections and answers set forth below.

SPECIFIC OBJECTIONS

Request 1:

All documents relating to each meeting of Smithfield's board of directors or any of its committees, including minutes of each such meeting, notes taken in preparation for, at, or after each such meeting, written presentations prepared for or made at each such meeting, and resolutions passed.

Response:

See General Objections. Without waiving any objections, Gwaltney will produce documents responsive to this request, if any.

Request 2:

All documents relating to the Management Board of Smithfield, including minutes of each meeting of the Management Board, notes taken in preparation for, at, or after each such meeting, written presentations prepared for or made at each such meeting, resolutions passed, and any other documents that discuss its purpose, authority, functions, or activities.

Response:

See General Objections. Without waiving any objections, Gwaltney will produce document responsive to this request, if any.

Request 3:

All documents relating to meetings of the boards of directors of each DC Subsidiary or any of their committees, including minutes of each such meeting, notes taken in preparation for, at, or after each such meeting, written presentations prepared for or made at each such meeting, and resolutions passed.

Response:

See General Objections. Subject to these objections and without waiving any objections, Gwaltney will produce documents responsive to this request, if any.

Request 4:

All documents relating to meetings of the board of directors of SF Investments, Inc., or any of its committees, including minutes of each meeting, notes taken in preparation for, at, or after each such meeting, written presentations prepared for or made at each such meeting, and resolutions passed.

Response:

See General Objections.

Request 5:

All organizational charts and similar documents that discuss lines of authority or personnel reporting requirements within Smithfield.

Response:

See General Objections. Subject to and without waiving any objections, Gwaltney will produce documents responsive to this request, if any.

Request 6:

All organizational charts and similar documents that discuss lines of authority or reporting requirements between Smithfield and the Smithfield subsidiaries.

Response:

See General Objections. Subject to these objections and without waiving any objections, Gwaltney will produce documents responsive to this request, if any.

Request 7:

The corporate by-laws or similar governing documents for each DC Subsidiary.

Response:

See General Objections. Subject to these objections and without waiving any objections, Gwaltney will produce documents responsive to this request, if any.

Request 8:

The corporate by-laws or similar governing documents for Smithfield.

Response:

See General Objections. Further, Gwaltney objects to the term "similar governing documents" as vague and ambiguous. Subject to these objections and without waiving any additional objections, Gwaltney will produce corporate by-laws of SFD if any such documents are in its possession, custody, or control.

Request 9:

The corporate by-laws or similar governing documents for SF Investments, Inc.

Response:

See General Objections.

Request 10:

All powers of attorney or similar written authorization executed by or on behalf of any Smithfield subsidiary granting authority to Smithfield to act for, or on behalf of, such Smithfield subsidiary.

Response:

See General Objections. Subject to these objections and without waiving any objections, Gwaltney will produce documents responsive to this request, if any.

Request 11:

All manuals or other documents that discuss procedures to be followed by Smithfield subsidiaries regarding annual budgets, capital expenditures, marketing, pricing, financing or other business transactions, or employment matters such as salaries, bonuses, employee performance standards, retirement plans, and insurance coverage.

Response:

See General Objections. Subject to these objections and without waiving any objections, Gwaltney will produce documents responsive to this request, if any.

Request 12:

All press releases issued by Smithfield or any DC Subsidiary.

Response:

See General Objections. Subject to these objections and without waiving any objections, Gwaltney will produce documents responsive to this request, if any.

Request 13:

All studies, evaluations, reviews, analyses, reports or similar documents discussing coordination of operations among any or all Smithfield subsidiaries prepared by, or at the direction of, Lawrence Shipp, in connection with his position as Smithfield's Vice President of Logistics.

Response:

See General Objections. Further, Lawrence Shipp joined SFD as Vice President of Logistics on January 3, 2002. This was well after alleged the causes of action accrued and after the time DOJ alleged SFD was in violation of the relevant statute. Therefore, Gwaltney further objects to this request as seeking documents that are irrelevant and this request is overly broad, unduly burdensome and not reasonably calculated to lead to the discovery of admissible evidence.

Request 14:

All studies, evaluations, reviews, analyses, reports or similar documents discussing changes in or improvements to information technology policies, practices, or procedures at any Smithfield subsidiary prepared by, or at the direction of, Mansour Zadeh, in connection with his position as Smithfield's Chief Information Officer.

Response:

See General Objections. Further, Mansour Zadeh joined SFD as Chief Information Office on January 3, 2002. This was well after alleged the causes of action accrued and after the time DOJ alleged SFD was in violation of the relevant statute. Further, in its complaint and subsequent briefs, DOJ has neither alleged nor asserted that technology practices are relevant to determining personal jurisdiction for purposes of Section 12 of the Clayton Act. Likewise, in its complaint and subsequent brief, DOJ has neither mentioned Mansour Zadeh nor alleged that his conduct was relevant to the issue of jurisdiction. Therefore, Gwaltney further objects to th is request as seeking documents that are irrelevant and this request is overly broad, unduly burdensome and not reasonably calculated to lead to the discovery of admissible evidence.

Request 15:

All documents discussing any actions taken by, or at the direction of, Joseph W. Luter, IV, in connection with his responsibilities, which were listed in your press release dated October 19, 2001, as "coordinating corporate sales and marketing programs," as well as "transportation, logistics, and information technology affecting the entire organization."

Response:

See General Objections. Further, DOJ requests documents reflecting conduct that occurred well after alleged the causes of action accrued and after the time DOJ alleged SFD was in violation of the relevant statute. Therefore, Gwaltney further objects to this request as seeking documents that are irrelevant and this request is overly broad, unduly burdensome and not reasonable calculated to lead to the discovery of admissible evidence.

Request 16:

All documents discussing the role of Smithfield or any other Smithfield subsidiary in sales, marketing, customer relations and transportation coordination for the DC Subsidiaries.

Response:

See General Objections. Subject to these objections and without waiving any objections, Gwaltney will produce documents responsive to this request, if any.

Request 17:

All documents discussing any actions taken b (sic), or at the direction of, Robert A. Slavik to "devis[e] a national brand strategy at Smithfield Foods," his stated intent in your press release dated June 25, 2001.

Response:

See General Objections. DOJ requests documents reflecting conduct that occurred well after allege the causes of action accrued and after the time DOJ alleged SFD was in violation of the relevant statute. Therefore, Gwaltney further objects to this request as overly broad, unduly burdensome and not reasonable calculated to lead to the discovery of admissible evidence.

Request 18:

A representative sample of all sales and marketing materials developed by Smithfield for use by any of the DC Subsidiaries, including customer presentations.

Response:

See General Objections. Subject to these objections and without waiving any objections, Gwaltney will produce documents responsive to this request, if any.

Request 19:

Documents sufficient to identify (1) the officers and directors of each Smithfield subsidiary prior to its acquisition by Smithfield, and (2) any changes in the identity of those officers or directors that occurred after the acquisition.

Response:

See General Objections. Further, Gwaltney objects to this request to the extent it seeks documents reflecting conduct that occurred before or after the alleged causes of action accrued and after the time DOJ alleged SFD was in violation of the relevant statute.

Request 20:

Documents sufficient to show the dollar amount of revenues generated from sales in the District of Columbia by each DC Subsidiary, for each year since January 1, 1997.

Response:

See General Objections. Subject to these objections and without waiving any objections, Gwaltney will produce documents responsive to this request, if any.

Request 21:

For each year starting January 1, 1997, the Consolidating Financial Statements for Smithfield and the Smithfield subsidiaries.

Response:

See General Objections. Subject to these objections and without waiving any objections, Gwaltney will produce documents responsive to this request, if any.

Request 22:

Documents sufficient to show each debt instrument to which Smithfield and any DC Subsidiary were or are jointly obligated.

Response:

See General Objections. Subject to these objections and without waiving any objections, Gwaltney will produce documents responsive to this request, if any.

Request 23:

All employment agreements for any officer or director of Smithfield who also serves or has served as an officer of any DC Subsidiary.

Response:

See General Objections. Subject to these objections and without waiving any objections, Gwaltney will produce documents responsive to this request, if any.

Request 24:

A representative sample of the types of documents created by each DC Subsidiary that Smithfield reviews, approves or authorizes, including budgets, marketing plans, strategic plants, customer presentations, price lists, requests for capital or operating expenditures, customer contracts, employment contracts, or labor contracts.

Response:

See General Objections. Subject to these objections and without waiving any objections, Gwaltney will produce documents responsive to this request, if any.

Request 25:

Transcripts of all Smithfield earnings conference calls.

Response:

See General Objections. Subject to these and without waiving any objections, Gwaltney will produce documents responsive to this request, if any.

Request 26:

Documents sufficient to show the process or procedures by which Smithfield subsidiaries, directly or indirectly, access funds from all debt instruments to which Smithfield is a signatory.

Response:

See General Objections. Subject to these objections and without waiving any objections, Gwaltney will produce documents responsive to this request, if any.

 

Dated: June 8, 2003
 

Pursuant to Rule 45 of the Federal Rules of Civil Procedure The Smithfield Packing Company, Incorporated ("Packing") states its objections to Plaintiff's Subpoena pursuant to Rule 45 to The Smithfield Packing Company, Incorporated for the Production of Documents Relating to Jurisdictional Discovery ("Document Requests") as follows:

GENERAL OBJECTIONS

1. Packing objects to the Document Requests to the extent they require the production of documents prepared, written, sent, dated, or in effect prior to January 1, 1997 or after January 31, 2001. DOJ has alleged that the first causes of action accrued on June 28, 1998 and that Smithfield Foods, Inc. ("SFD") was in violation of the relevant statute from June 26, 1998 through October 1, 1998. DOJ has alleged the second cause of action accrued on December 8, 1999 and that SFD was in violation of the relevant statute from December 8, 1999 to January 12, 2001. Therefore, requests for documents prepared, written, sent, dated, or in effect prior to January 1, 1997 or after January 31, 2001 seek documents that are irrelevant and such requests are overly broad, unduly burdensome, and not reasonable calculated to lead to the discovery of admissible evidence in determining whether or not SFD is amenable to jurisdiction in this district.

2. Packing objects to the Document Requests to the extent they relate to companies other than Packing and Gwaltney of Smithfield, Ltd ("Gwaltney"), and the Smithfield Companies, Inc., and their subsidiaries, or SFD. The Department of Justice ("DOJ") has not alleged that other companies are amenable to personal jurisdiction in the District of Columbia. Therefore, to the extent Document Requests relate to companies other than Packing, Gwaltney, The Smithfield Companies, Inc. And their subsidiaries or SFD, such Document Requests seek documents that are irrelevant and such requests are overly broad, unduly burdensome, and not reasonably calculated to lead to the discovery of admissible evidence in determining whether or not SFD is amenable to jurisdiction in this district. Further, Packing objects to the Document Requests to the extent they relate to The Smithfield Companies, Inc., which was acquired by SFD on July 31, 2002, after the alleged causes of action accrued and after the periods DOJ has alleged SFD was in violation of the relevant statute. To the extent Document Requests relate to the Smithfield Companies, Inc., such Document Requests seek documents that are irrelevant and such requests are overly broad, unduly burdensome, and not reasonably calculated to lead to the discovery of admissible evidence in determining whether or not SFD is amenable to jurisdiction in this district.

3. This response is being provided in advance of Packing's review and production of documents. By stating that it will produce responsive documents, Packing does not indicate that those documents in fact exist, have been located, are available for production, or are within Packing's possession, custody, or control. Rather, Packing indicates only th at, subject to these General Objections and any additional specific objections asserted with respect to an individual specification, it will produce any non-privileged responsive documents that may be located. In addition, Packing reserves the right to identify and withhold documents that it determines to be privileged, notwithstanding any failure to state, in response to each request below, that responsive documents are privileged.

4. Packing objects to the Document Requests, and any implied or express instruction or direction in the Document Requests, that imposes or seeks to impose burdens greater than those imposed by the Federal Rules of Civil Procedure.

5. Packing objects to the Document Requests to the extent they seek disclosure of information protected under the attorney-client privilege, the work-product doctrine, or any other applicable privilege or immunity.

6. Packing objects to the Document Requests to the extent they seek disclosure of proprietary and/or confidential business information of Packing. To the extent the Document Requests do seek such information, Packing will respond only pursuant to a Protective Order pursuant to Fed. R. Civ. P.26 (c).

7. Packing objects to the Document Requests to the extent they are overly broad, unduly burdensome, and/or not reasonably calculated to lead to the discovery of admissible evidence.

8. Packing reserves all objections as to the competence, relevance, materiality, admissibility, or privileged status of any information provided in response to these Document Requests, unless Packing specifically states otherwise.

9. Packing objects to the Document Requests to the extent they require production of documents in the possession, custody, or control of former directors, officers, employees, agents, partners, representatives, and attorneys of Packing or its subsidiaries. Documents such persons might possess are not within the possession, custody, or control of Packing.

10. Packing objects to the Document Requests to the extent they require production of documents in the possession, custody, or control of companies in which Packing does not have a controlling interest, as documents are not in the possession, custody, or control of Packing.

11. Packing objects to the Document Requests to the extent they call for information which "concerns" or "relates to" a particular topic on the ground that gathering all documents containing any reference or relationship to a particular topic is unduly burdensome and out of proportion to the documents' potential relevance. Without waiving any objection, Packing will use appropriate efforts to ensure production of all documents reasonably "concerning" or "relating to" a particular topic.

12. Packing's general objections are applicable to, and included in, Packing's specific objections and answers set forth below.

SPECIFIC OBJECTIONS

Request 1:

All documents relating to each meeting of Smithfield's board of directors or any of its committees, including minutes of each such meeting, notes taken in preparation for, at, or after each such meeting, written presentations prepared for or made at each such meeting, and resolutions passed.

Response:

See General Objections. Without waiving any objections, Packing will produce documents response to this request, if any.

Request 2:

All documents relating to the Management Board of Smithfield, including minutes of each meeting of the Management Board, notes taken in preparation for, at, or after each such meeting, written presentations prepared for or made at each such meeting, resolutions passed, and any other documents that discuss its purpose, authority, functions, or activities.

Response:

See General Objections. Without waiving any objections, Packing will produce documents responsive to this request, if any.

Request 3:

All documents relating to meetings of the boards of directors of each DC Subsidiary or any of their committees, including minutes of each such meeting, notes taken in preparation for, at, or after each such meeting, written presentations prepared for or made at each such meeting, and resolutions passed.

Response:

See General Objections. Subject to these objections and without waiving any objections, Packing will produce documents responsive to this request, if any.

Request 4:

All documents relating to meetings of the board of directs of SF Investments, Inc., or any of its committees, including minutes of each meeting, notes taken in preparation for, at, or after each such meeting, written presentations prepared for or made at each such meeting, and resolutions passed.

Response:

See General Objections.

Request 5:

All organizational charts and similar documents that discuss lines of authority or personnel reporting requirements within Smithfield.

Response:

See General Objections. Subject to and without waiving any objections, Packing will produce documents responsive to this request, if any.

Request 6:

All organizational charts and similar documents that discuss lines of authority or reporting requirements between Smithfield and the Smithfield subsidiaries.

Response:

See General Objections. Subject to these objections and without waiving any objections, Packing will produce documents responsive to this request, if any.

Request 7:

The corporate by-laws or similar governing documents for each DC Subsidiary.

Response:

See General Objections. Subject to these objections and without waiving any objections, Packing will produce documents response to this request, if any.

Request 8:

The corporate by-laws or similar governing documents for Smithfield.

Response:

See General Objections. Further, Packing objects to the term "similar governing documents" as vague and ambiguous. Subject to these objections and without waiving any additional objections, Packing will produce corporate by-laws of SFD if any such documents are in its possession, custody, or control.

Request 9:

The corporate by-laws or similar governing documents for SF Investments, Inc.

Response:

See General Objections.

Request 10:

All powers of attorney or similar written authorization executed by or on behalf of any Smithfield subsidiary granting authority to Smithfield to act for, or on behalf of, such Smithfield subsidiary.

Response:

See General Objections. Subject to these objections and without waiving any objections, Packing will produce documents responsive to this request, if any.

Request 11:

All manuals or other documents that discuss procedures to be followed by Smithfield subsidiaries regarding annual budgets, capital expenditures, marketing, pricing, financing or other business transactions, or employment manners such as salaries, bonuses, employee performance standards, retirement plans, and insurance coverage.

Response:

See General Objections. Subject to these objections and without waiving any objections, Packing will produce documents responsive to this request, if any.

Request 12:

All press releases issued by Smithfield or any DC Subsidiary.

Response:

See General Objections. Subject to these objections and without waiving any objections, Packing will produce documents responsive to this request, if any.

Request 13:

All studies, evaluations, reviews, analyses, reports or similar documents discussing coordination of operations among any or all Smithfield subsidiaries prepared by, or at the direction of, Lawrence Shipp, in connection with his position as Smithfield's Vice President of Logistics.\

Response:

See General Objections. Further, Lawrence Shipp joined SFD as Vice President of Logistics on January 3, 2002. This was well after alleged the causes of action accrued and after the time DOJ alleged SFD was in violation of the relevant statute. Therefore, Packing further objects to this request as seeking documents that are irrelevant and this request is overly broad, unduly burdensome and not reasonably calculated to lead to the discovery of admissible evidence.

Request 14:

All studies, evaluations, reviews, analyses, reports or similar documents discussing changes in or improvements to information technology policies, practices, or procedures at any Smithfield subsidiary prepared by, or at the direction of, Mansour Zadeh, in connection with his position as Smithfield's Chief Information Officer.

Response:

See General Objections. Further, Mansour Zadeh joined SFD as Chief Information Office on January 3, 2002. This was well after alleged the causes of action accrued and after the time DOJ alleged SFD was in violation of the relevant statute. Further, in its complaint and subsequent briefs, DOJ has neither alleged nor asserted that technology practices are relevant to determining personal jurisdiction for purposes of Section 12 of the Clayton Act. Likewise, in its complaint and subsequent briefs, DOJ has neither mentioned Mansour Zadeh nor alleged that his conduct was relevant to the issue of jurisdiction. Therefore, Packing further objects to this request as seeking document that are irrelevant and this request is overly broad, unduly burdensome and not reasonably calculated to lead to the discovery of admissible evidence.

Request 15:

All documents discussing any actions taken by, or at the direction of, Joseph W. Luter, IV, in connection with his responsibilities, which were listed in your press release dated October 19, 2001, as "coordinating corporate sales and marketing programs," as well as "transportation, logistics, and information technology affecting the entire organization."

Response:

See General Objections. Further, DOJ requests documents reflecting conduct that occurred well after alleged the causes of action accrued and after the time DOJ alleged SFD was in violation of the relevant statute. Therefore, Packing further objects to this request as seeking documents that are irrelevant and this request is overly broad, unduly burdensome and not reasonably calculated to lead to the discovery of admissible evidence.

Request 16:

All documents discussing the role of Smithfield or any other Smithfield subsidiary in sales, marketing, customer relations and transportation coordination for the DC Subsidiaries.

Response:

See General Objections. Subject to these objections and without waiving any objections, Packing will produce documents responsive to this request, if any.

Request 17:

All documents discussing any actions taken b (sic), or at the direction of, Robert A. Slavik to "devis[e] a national brand strategy at Smithfield Foods," his stated intent in your press release dated June 25, 2001.

Response:

See General Objections. DOJ requests documents reflecting conduct that occurred well after alleged the causes of action accrued and after the time DOJ alleged SFD was in violation of the relevant statute. Therefore, Packing further objects to this request as seeking documents that are irrelevant and this request is overly broad, unduly burdensome and not reasonably calculated to lead to the discovery of admissible evidence.

Request 18:

A representative sample of all sales and marketing materials developed by Smithfield for use by any of the DC Subsidiaries, including customer presentations.

Response:

See General Objections. Subject to these objections and without waiving any objections, Packing will produce documents responsive to this request, if any.

Request 19:

Documents sufficient to identify (1) the officers and directors of each Smithfield subsidiary prior to its acquisition by Smithfield, and (2) any changes in the identify of those officers or directors that occurred after the acquisition.

Response:

See General Objections. Further, Packing objects to this request to the extent it seeks documents reflecting conduct that occurred before or after the alleged causes of action accrued and after the time DOJ alleged SFD was in violation of the relevant statute.

Request 20:

Documents sufficient to show the dollar amount of revenues generated from sales in the District of Columbia by each DC Subsidiary, for each year since January 1, 1997.

Response:

See General Objections. Subject to these objections and without waiving any objections, Packing will produce documents responsive to this request, if any.

Request 21:

For each year starting January 1, 1997, the Consolidating Financial Statements for Smithfield and the Smithfield subsidiaries.

Response:

See General Objections. Subject to these objections and without waiving any objections, Packing will produce documents responsive to this request, if any.

Request 22:

Documents sufficient to show each debt instrument to which Smithfield and any DC Subsidiary were or are jointly obligated.

Response:

See General Objections. Subject to these objections and without waiving any objections, Packing will produce documents responsive to this request, if any.

Request 23:

All employment agreements for any officer or director of Smithfield who also serves or has served as an officer or director of any DC Subsidiary.

Response:

See General Objections. Subject to these objections and without waiving any objections, Packing will produce documents responsive to this request, if any.

Request 24:

A representative sample of the types of documents created by each DC Subsidiary that Smithfield reviews, approves or authorizes, including budgets, marketing plans, strategic plans, customer presentations, price lists, requests for capital or operating expenditures, customer contracts, employment contracts, or labor contracts.

Response:

See General Objections. Subject to these objections and without waiving any objections, Packing will produce documents responsive to this request, if any.

Request 25:

Transcripts of all Smithfield earnings conference calls.

Response:

See General Objections. Subject to these and without waiving any objections, Packing will produce documents responsive to this request, if any.

Request 26:

Documents sufficient to show the process or procedures by which Smithfield subsidiaries, directly or indirectly, access funds from all debt instruments to which Smithfield is a signatory.

Response:

See General Objections. Subject to these objections and without waiving any objections, Packing will produce documents responsive to this request, if any.

 

Dated: June 2, 2003
 

FAX

Pursuant to Rule 45 of the Federal Rules of Civil Procedure The Smithfield Companies, Inc. ("Smithfield Companies") states its objections to Plaintiff's Subpoena pursuant to Rule 45 to The Smithfield Companies, Inc. For the Production of Documents Relating to Jurisdictional Discovery ("Document Requests") as follows:

GENERAL OBJECTIONS

1. Smithfield Companies objects to the Document Requests as overly broad, unduly burdensome, and not reasonably calculated to lead to the discovery of admissible evidence in determining whether or not Smithfield Foods, Inc. ("SFD") is amenable to jurisdiction in this district. DOJ has alleged that the first causes of action accrued on June 28, 1998 and that SFD was in violation of the relevant statute from June 26, 1998 through October 28, 1998. DOJ has alleged the second cause of action accrued on December 8, 1999 and that SFD was in violation of the relevant statute from December 8, 1999 through January 12, 2001. SFD did not acquire Smithfield Companies until July 31, 2002, well after the alleged causes of action accrued and after the periods DOJ has alleged SFD was in violation of the relevant statute. Therefore, the Document Requests seeks documents that are irrelevant to the issue of personal jurisdiction and the Document Requests are overly broad, unduly burdensome, and not reasonably calculated to lead to the discovery of admissible evidence.

2. Smithfield Companies objects to the Document Requests, and any implied or express instruction or direction in the Document Requests, that imposes or seeks to impose burdens greater than those imposed by the Federal Rules of Civil Procedure.

3. Smithfield Companies objects to the Document Requests to the extent they seek disclosure of information protected under the attorney-client privilege, the work-product doctrine, or any other applicable privilege or immunity.

4. Smithfield Companies objects to the Document Requests to the extent they seek disclosure of proprietary and/or confidential business information of Smithfield Companies. To the extent the Document Requests do seek such information, Smithfield Companies will respond only pursuant to a Protective Order pursuant to Fed. R. Civ. P.26(c).

5. Smithfield Companies objects to the Documents Requests to the extent they are overly broad, unduly burdensome, and/or not reasonably calculated to lead to the discovery of admissible evidence.

6. Smithfield Companies reserves all objections as to the competence, relevance, materiality, admissibility, or privileged status of any information provided in response to these Document Requests, unless Smithfield Companies specifically states otherwise.

7. Smithfield Companies objects to the Document Requests to the extent they relate to companies other than The Smithfield Packing Company, Incorporated ("Packing") and Gwaltney of Smithfield, Ltd. ("Gwaltney") and their subsidiaries or SFD, which the Department of Justice ("DOJ") has alleged are amenable to personal jurisdiction in the District of Columbia. Therefore, to the extent Document Requests relate to companies other than these companies, such Document Requests are overly broad, unduly burdensome, and not reasonably calculated to lead to the discovery of admissible evidence in determining whether or not SFD is amenable to jurisdiction in this district.

8. Smithfield Companies objects to the Document Requests to the extent they require production of documents in the possession, custody, or control of former directors, officers, employees, agents, partners, representatives, and attorneys of Smithfield Companies or its subsidiaries. Documents such persons might possess are not within the possession, custody, or control of Smithfield Companies.

9. Smithfield Companies objects to the Document Requests to the extent they require production of documents in the possession, custody, or control of companies in which Smithfield Companies does not have a controlling interest, as documents are not in the possession, custody, or control of Smithfield Companies.

10. Smithfield Companies objects to the Document Requests to the extent they call for information which "concerns" or "relates to" a particular topic on the ground that gathering all documents containing any reference or relationship to a particular topic is unduly burdensome and out of proportion to the documents' potential relevance.

12. Smithfield Companies general objections are applicable to, and included in, Smithfield Companies specific objections and answers set forth below.

SPECIFIC OBJECTIONS

Request 1:

All documents relating to each meeting of Smithfield's board of directors or any of its committees, including minutes of each such meeting, notes taken in preparation for, at, or after each such meeting, written presentations prepared for or made at each such meeting, and resolutions passed.

Response:

See General Objections.

Request 2:

All documents relating to the Management Board of Smithfield, including minutes of each meeting of the Management Board, notes taken in preparation for, at, or after each such meeting, written presentations prepared for or made at each such meeting, resolutions passed, and any other documents that discuss its purpose, authority, functions, or activities.

Response:

See General Objections.

Request 3:

All documents relating to meetings of the boards of directors of each DC Subsidiary or any of their committees, including minutes of each such meeting, notes taken in preparation for, at, or after each such meeting, written presentations prepared for or made at each such meeting, and resolutions passed.

Response:

See General Objections.

Request 4:

All documents relating to meetings of the board of directors of SF Investments, Inc., or any of its committees, including minutes of each meeting, notes taken in preparation for, at, or after each such meeting, written presentations prepared for or made at each such meeting, and resolutions passed.

Response:

See General Objections.

Request 5:

All organizational charts and similar documents that discuss lines of authority or personnel reporting requirements within Smithfield.

Response:

See General Objections.

Request 6:

All organizational charts and similar documents that discuss lines of authority or reporting requirements between Smithfield and the Smithfield subsidiaries.

Response:

See General Objections.

Request 7:

The corporate by-laws or similar governing documents for each DC Subsidiary.

Response:

See General Objections.

Request 8:

The corporate by-laws or similar governing documents for Smithfield.

Response:

See General Objections.

Request 9:

The corporate by-laws or similar governing documents for SF Investments, Inc.

Response:

See General Objections.

Request 10:

All powers of attorney or similar written authorization executed by or on behalf of any Smithfield subsidiary granting authority to Smithfield to act for, or on behalf of, such Smithfield subsidiary.

Response:

See General Objections.

Request 11:

All manuals or other documents that discuss procedures to be followed by Smithfield subsidiaries regarding annual budgets, capital expenditures, marketing, pricing, financing or other business transactions, or employment matters such as salaries, bonuses, employee performance standards, retirement plans, and insurance coverage.

Response:

See General Objections.

Request 12:

All press releases issued by Smithfield or any DC Subsidiary.

Response:

See General Objections.

Request 13:

All studies, evaluations, reviews, analyses, reports or similar documents discussing coordination of operations among any or all Smithfield subsidiaries prepared by, or at the direction of, Lawrence Shipp, in connection with his position as Smithfield's Vice President of Logistics.

Response:

See General Objections.

Request 14:

All studies, evaluations, reviews, analyses, reports or similar documents discussing changes in or improvements to information technology policies, practices, or procedures at any Smithfield subsidiary prepared by, or at the direction of, Mansour Zadeh, in connection with his position as Smithfield's Chief Information Officer.

Response:

See General Objections.

Request 15:

All documents discussing any actions taken by, or at the direction of, Joseph W. Luter, IV, in connection with his responsibilities, which were listed in your press release dated October 19, 2001, as "coordinating corporate sales and marketing programs," as well as "transportation, logistics, and information technology affecting the entire organization."

Response:

See General Objections.

Request 16:

All documents discussing the role of Smithfield or any other Smithfield subsidiary in sales, marketing, customer relations and transportation coordination for the DC Subsidiaries.

Response:

See General Objections.

Request 17:

All documents discussing any actions taken b (sic), or at the direction of, Robert A. Slavik to "devis[e] a national brand strategy at Smithfield Foods," his stated intent in your press release dated June 25, 2001.

Response:

See General Objections.

Request 18:

A representative sample of all sales and marketing materials developed by Smithfield for use by any of the DC Subsidiaries, including customer presentations.

Response:

See General Objections.

Request 19:

Documents sufficient to identify (1) the officers and directors of each Smithfield subsidiary prior to its acquisition by Smithfield, and (2) any changes in the identity of those officers or directors that occurred after the acquisition.

Response:

See General Objections.

Request 20:

Documents sufficient to show the dollar amount of revenues generated from sales in the District of Columbia by each DC Subsidiary, or each year since January 1, 1997.

Response:

See General Objections.

Request 21:

For each year starting January 1, 1997, the Consolidating Financial Statements for Smithfield and the Smithfield subsidiaries.

Response:

See General Objections.

Request 22:

Documents sufficient to show each debt instrument to which Smithfield and any DC Subsidiary were or are jointly obligated.

Response:

See General Objections.

Request 23:

All employment agreements for any officer or director of Smithfield who also serves or has served as an officer or director of any DC Subsidiary.

Response:

See General Objections.

Request 24:

A representative sample of the types of documents created by each DC Subsidiary that Smithfield reviews, approves or authorizes, including budgets, marketing plans, strategic plans, customer presentations, price lists, requests for capital or operating expenditures, customer contracts, employment contracts, or labor contracts.

Response:

See General Objections.

Request 25:

Transcripts of all Smithfield earnings conference calls.

Response:

See General Objections.

Request 26:

Documents sufficient to show the process or procedures by which Smithfield subsidiaries, directly or indirectly, access funds from all debt instruments to which Smithfield is a signatory.

Response:

See General Objections.

 

Dated: June 2, 2003