~~Table~~UNITED ofSTATES ~~Contents~~SECURITIES AND EXCHANGE COMMISSION

~~UNITED~~Washington, ~~STATES~~D.C. ~~SECURITIES AND EXCHANGE COMMISSION~~20549

~~WASHINGTON,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~CURRENT~~DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): December 12, 2006

~~PURSUANT~~S&C TOHoldco ~~SECTION~~3, ~~13 OR 15 (d) OF~~Inc. ~~THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~(Exact name of ~~Report~~registrant ~~(Date~~as ofspecified ~~earliest~~in ~~event~~its ~~reported~~charter)~~: May 26, 2006~~

S&C Holdco 3, Inc.


Delaware	333-100717	81-0557245
(State or other	(Commission File Number)	(I.R.S. Employer
jurisdiction of incorporation)		Identification Number)

(Exact name of registrant as specified in its charter)


1770 Promontory Circle,
Greeley, CO
(Address of principal				80634
executive offices)				(Zip code)

Delaware	333-100717	81-0557245
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

Registrant’s telephone number, including area code: (970) 506-8000

1770 Promontory Circle,		80634
Greeley, CO		(Zip Code)
(Address of principal executive
offices)

Not Applicable
(Former name or former address if changed since last report)

~~Registrant’s~~Check ~~telephone~~the ~~number,~~appropriate ~~including~~box ~~area~~below ~~code:~~if ~~(970) 506~~the Form 8-~~8000~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Not~~ o ~~applicable (Former~~Written ~~name~~communications orpursuant ~~former~~to ~~address,~~Rule 425 ifunder ~~changed~~the ~~since~~Securities ~~last~~Act ~~report~~(17 CFR 230.425)

~~Check~~ o ~~the~~Soliciting ~~appropriate~~material ~~box~~pursuant ~~below~~to ~~if the Form 8~~Rule 14a-K12 ~~filing~~under ~~is intended to simultaneously satisfy~~ the ~~filing~~ ~~obligation~~Exchange ofAct ~~the~~(17 ~~registrant~~CFR ~~under any of the following provisions:~~240.14a-12)

o ~~Written~~Pre-commencement communications pursuant to Rule ~~425~~14d-2(b) under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14d-2(b))

o ~~Soliciting~~Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~13e-124(c) under the Exchange Act (17 CFR 240.~~14a~~13e-124(c))

oItem 7.01 ~~Pre-commencement communications pursuant to Rule~~Regulation ~~14d-2(b)~~FD ~~under the Exchange Act (17 CFR 240~~Disclosure.~~14d-2(b))~~

oOn December ~~Pre-commencement~~12, ~~communications~~2006, ~~pursuant~~agents tofrom ~~Rule 13e-4~~the U.S. Department of Homeland Security’s Immigration and Customs Enforcement (cICE) Division ~~under~~and other law enforcement agencies commenced on-site employee interviews of employees at six Swift & Company facilities in Cactus, Texas, Grand Island, Nebraska, Greeley, Colorado, Hyrum Utah, Marshalltown, Iowa and Worthington, Minnesota in connection with an ongoing investigation of the ~~Exchange~~immigration ~~Act~~status ~~(17~~of ~~CFR~~an ~~240~~unspecified number of Swift domestic employees.~~13e-4(c))~~ No civil or criminal charges have been filed against Swift or any current employees.

~~TABLE~~Operations at OFthe ~~CONTENTS~~affected Swift facilities were suspended pending the completion of the interview process. On December 13, 2006, Swift resumed operations at all facilities, but at reduced output levels. Initial output levels are expected to be below normal levels over the short term. Swift anticipates no adverse long-term impacts on its operations and remains confident in its ability to serve customers.

~~Item~~The actions ~~1.01~~on ~~Entry~~December 12th ~~into~~are apart ~~Material~~of ~~Definitive~~an ~~Agreement~~ongoing ~~Item~~investigation ~~9.01~~of ~~Financial~~Swift’s ~~Statements~~immigration hiring compliance by ICE and ~~Exhibits~~the ~~SIGNATURES~~U.S. ~~First~~Department ~~Amendment~~of Justice. Swift has cooperated with the investigation, but had urged ICE to ~~Asset~~consider ~~Purchase~~alternative ~~Agreement~~actions ~~Press~~that ~~Release~~would achieve the government’s objectives while minimizing disruption to Swift’s operations, its employees and its local communities.

~~Table~~On November 28, 2006, Swift filed a complaint for declaratory and injunctive relief against ICE and Julie L. Myers, Assistant Secretary of ~~Contents~~Homeland Security for ICE, in the United States District Court for the Northern District of Texas (Amarillo Division). The complaint, filed under seal, was intended to prevent the injury to Swift’s business caused by a potential mass removal of alleged unauthorized workers by ICE officials at multiple Swift beef and pork facilities. Following a hearing on December 6, 2006, on December 7, 2006 the court denied Swift’s request for an injunction against the potential action by ICE and subsequently unsealed the proceedings on December 12.

~~Item~~Swift & Company intends to continue to cooperate fully with ICE officials regarding this matter. Copies of the press release issued by Swift regarding the above , the Complaint for Declaratory and Injunctive Relief filed with the court by Swift and the Order entered by the court denying Swift’s request for injunctive relief are attached hereto as Exhibit 99.1, Exhibit 99.012, ~~Entry~~Exhibit 99.3 ~~into~~and aExhibit 99.4 ~~Material~~respectively, ~~Definitive~~and ~~Agreement~~incorporated herein.

~~On May~~Item ~~26, 2006, Swift Beef Company (“Swift Beef”), a direct, wholly-owned subsidiary of Swift & Company and an indirect, wholly-owned subsidiary of S&C Holdco 3, Inc~~9.,01 ~~announced~~Financial ~~the~~Statements ~~completion of the sale of its non-fed cattle business, including its Omaha, Nebraska operating plant~~ and ~~its assets in Nampa, Idaho, to subsidiaries of XL Foods Inc~~Exhibits. ~~(“XL Foods”) for approximately $29.6~~ million in cash and the buyers’ assumption of certain liabilities relating to the acquired business. Prior to the closing, Swift Beef entered into the First Amendment to Asset Purchase Agreement (the “Amendment”) with XL Foods and its subsidiaries, XL Four Star Beef Inc. , XL Four Star Beef Holdings (Nebraska) Inc. and XL Four Star Beef Holdings (Idaho) Inc. , which amended the Asset Purchase Agreement (as amended, the “Asset Purchase Agreement”), dated as of April 12, 2006, by and between Swift Beef and XL Foods and previously filed with the Securities and Exchange Commission on April 14, 2006 as Exhibit 2.1 to S&C Holdco 3, Inc.’s Current Report on Form 8-K. Among other items, the Amendment provided for the assignment of all of XL Foods’ rights and obligations under the Asset Purchase Agreement to its acquiring subsidiaries and the revision of certain sections and schedules to the Asset Purchase Agreement to reflect the foregoing.

~~The description of the Amendment herein is not complete and is qualified in its entirety to the full text of the Amendment, a copy of which is filed as Exhibit~~(d) 2Exhibits.~~1 to this report and is~~ ~~incorporated herein by reference. A copy of the press release issued by Swift & Company regarding the closing of the sale is filed as Exhibit 99.1 hereto.~~

Item 9.01 Financial Statements and Exhibits.


Exhibit No.		Description

99.1		Press release, dated December 12, 2006.

99.2		Press release, dated December 13, 2006.

99.3		Complaint for Declaratory and Injunctive Relief in Swift & Company vs. Immigration and Customs Enforcement Division of the Department of Homeland Security and Julie L. Myers, Civil Action No. 2-06CV-314-J, filed on November 28, 2006, in the United States District Court for the Northern District of Texas (Amarillo Division).

99.4		Order entered in Swift & Company vs. Immigration and Customs Enforcement Division of the Department of Homeland Security and Julie L. Myers, Civil Action No. 2-06CV-314-J, entered on December 7, 2006, in the United States District Court for the Northern District of Texas (Amarillo Division).

~~(d) Exhibits.~~SIGNATURES

Exhibit No.		Description
2.1*		First Amendment to Asset Purchase Agreement, dated May 26, 2006, by and among Swift Beef Company, XL Foods Inc., XL Four Star Beef Inc., XL Four Star Beef Holdings (Nebraska) Inc. and XL Four Star Beef Holdings (Idaho) Inc.
99.1		Press Release, dated May 26, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

* The exhibits to this agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. S&C Holdco 3, Inc. will furnish copies of any exhibits to the Securities and Exchange Commission upon request.



	S&C HOLDCO 3, INC.

	By:	/s/ Donald F. Wiseman

	Name:	Donald F. Wiseman
	Title:	Senior Vice President, General Counsel and Secretary
Date: December 13, 2006

~~Table~~EXHIBIT ~~of Contents~~INDEX

SIGNATURES


Exhibit No.		Description

99.1		Press release, dated December 12, 2006.

99.2		Press release, dated December 13, 2006.

99.3		Complaint for Declaratory and Injunctive Relief in Swift & Company vs. Immigration and Customs Enforcement Division of the Department of Homeland Security and Julie L. Myers, Civil Action No. 2-06CV-314-J, filed on November 28, 2006, in the United States District Court for the Northern District of Texas (Amarillo Division).

99.4		Order entered in Swift & Company vs. Immigration and Customs Enforcement Division of the Department of Homeland Security and Julie L. Myers, Civil Action No. 2-06CV-314-J, entered on December 7, 2006, in the United States District Court for the Northern District of Texas (Amarillo Division).

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	S&C HOLDCO 3, INC.
	By:	/s/ Donald F. Wiseman
	Name:	Donald F. Wiseman
	Title:	Vice President, General Counsel and
		Secretary
Date: June 2, 2006

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