SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 7, 2003
PILGRIM'S PRIDE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-9273 5-1285071
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
110 SOUTH TEXAS STREET
PITTSBURG, TEXAS 75686-0093
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code: (903) 855-1000
ITEM 5. OTHER EVENTS
Pilgrim's Pride Corporation signed an agreement on June 7, 2003 to purchase the
chicken division of ConAgra Foods, Inc. for a combination of cash, stock and
debt valued at approximately $590 million. Under the terms of the agreement,
ConAgra will receive $100 million in cash, approximately $235 million of
Pilgrim's Pride's Class A common stock (based on a closing stock price for the
Class A common stock of $6 on June 6, 2003), with the balance payable by a
subordinated note bearing a coupon rate of 10.5% and due in March 2011.
The actual number of shares of Class A common stock issued by Pilgrim's Pride to
ConAgra as part of the payment for the business will be the lesser of 39.4
million or the number of shares determined by taking 45% of the estimated
purchase price, divided by the greater of (i) the volume weighted average
trading price for the period June 10, 2003 through five trading days prior to
the closing, or (ii) $5.35. Pilgrim's Pride is not required to issue more than
39.4 million shares of its Class A common stock in total. The remaining balance
of the purchase price will be paid with the subordinated note. Because the
number of shares actually issued by Pilgrim's Pride to ConAgra could fluctuate,
the components of the purchase price represented by Pilgrim's Pride debt and
equity may differ from the amounts cited above.
If the average closing price for the shares of Class A common stock is less than
$5.35 for the period measured prior to closing, Pilgrim's Pride has the option
to provide additional cash, notes and/or stock to make up the difference between
$5.35 and the volume weighted average share price for the period measured. If
Pilgrim's Pride does not provide additional cash, notes and/or stock to make up
that difference, ConAgra Foods has the right to terminate the agreement.
After the transaction, ConAgra's fresh chicken requirements will be supplied at
market terms by Pilgrim's Pride for use in ConAgra's branded products. The
closing of the transaction is subject to closing conditions and shareholders
representing a majority of Pilgrim's Pride's current shareholder votes have
agreed to vote in favor of the issuance of the shares of Class A common stock in
the transaction. The press release announcing the transaction together with the
definitive purchase agreement are attached as exhibits and incorporated herein
by reference. The foregoing summary and the press release are not complete and
are qualified in their entirety by reference to the definitive purchase
agreement attached hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
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EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release dated June 9, 2003
99.2 Stock Purchase Agreement dated June 7, 2003 by and between
Pilgrim's Pride Corporation and ConAgra Foods, Inc.
99.3 Exhibit 1.1(a) to the Stock Purchase Agreement - Applicable
Accounting Principles
99.4 Exhibit 1.1(b) to the Stock Purchase Agreement - Business
Facilities
99.5 Exhibit 1.1(c) to the Stock Purchase Agreement - ConAgra
Supply Agreement
99.6 Exhibit 1.1(d) to the Stock Purchase Agreement - Environmental
License Agreement
99.7 Exhibit 1.1(f) to the Stock Purchase Agreement - Molinos
Supply Agreement
99.8 Exhibit 1.1(g) to the Stock Purchase Agreement - Montgomery
Supply Agreement
99.9 Exhibit 1.1(i) to the Stock Purchase Agreement - Registration
Rights Agreements
99.10 Exhibit 1.1(k) to the Stock Purchase Agreement - Subordinated
Promissory Note
99.11 Exhibit 1.1(m) to the Stock Purchase Agreement - Transition
Trademark License Agreement
99.12 Exhibit 1.1(n) to the Stock Purchase Agreement - Voting
Agreement
99.13 Exhibit 9.2.1 to the Stock Purchase Agreement - Amendment to
Buyer's Certificate of Incorporation
99.14 Exhibit 9.4.3 to the Stock Purchase Agreement - Retained
Assets
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
PILGRIM'S PRIDE CORPORATION
Date: June 9, 2003 By: /s/ Richard A. Cogdill
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Richard A. Cogdill
Executive Vice President, Chief Financial
Officer, Secretary and Treasurer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release dated June 9, 2003
99.2 Stock Purchase Agreement dated June 7, 2003 by and between Pilgrim's Pride Corporation and
ConAgra Foods, Inc.
99.3 Exhibit 1.1(a) to the Stock Purchase Agreement - Applicable Accounting Principles
99.4 Exhibit 1.1(b) to the Stock Purchase Agreement - Business Facilities
99.5 Exhibit 1.1(c) to the Stock Purchase Agreement - ConAgra Supply Agreement
99.6 Exhibit 1.1(d) to the Stock Purchase Agreement - Environmental License Agreement
99.7 Exhibit 1.1(f) to the Stock Purchase Agreement - Molinos Supply Agreement
99.8 Exhibit 1.1(g) to the Stock Purchase Agreement - Montgomery Supply Agreement
99.9 Exhibit 1.1(i) to the Stock Purchase Agreement - Registration Rights Agreements
99.10 Exhibit 1.1(k) to the Stock Purchase Agreement - Subordinated Promissory Note
99.11 Exhibit 1.1(m) to the Stock Purchase Agreement - Transition Trademark License Agreement
99.12 Exhibit 1.1(n) to the Stock Purchase Agreement - Voting Agreement
99.13 Exhibit 9.2.1 to the Stock Purchase Agreement - Amendment to Buyer's Certificate of
Incorporation
99.14 Exhibit 9.4.3 to the Stock Purchase Agreement - Retained Assets