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Pilgrim's Pride Corporation
110 South Texas Street
Pittsburg, Texas 75686
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held Wednesday, February 1, 1995
The Annual Meeting of Stockholders of Pilgrim's Pride
Corporation (the "Company") will be held at the Company's
headquarters building, 110 South Texas Street, Pittsburg, Texas,
Wednesday, February 1, 1995, at 11:00 a.m., local time, to
consider the following matters:
1. The election of eleven Directors for the
ensuing year;
2. The appointment of Ernst & Young as the
Company's independent auditors for the fiscal year ending
September 30, 1995;
3. To transact such other business as may be
properly brought before the meeting or any adjournment.
No other matters are expected to be voted on at the meeting.
The Board of Directors has fixed the close of business on
December 21, 1994, as the record date for determining
stockholders of record entitled to notice of, and to vote at, the
meeting.
CLIFFORD E. BUTLER
Pittsburg, Texas Vice Chairman, Chief Financial Officer,
January 4, 1995 Secretary and Treasurer
YOUR VOTE IS IMPORTANT!
PLEASE SIGN AND RETURN THE ACCOMPANYING PROXY.
Pilgrim's Pride Corporation
110 South Texas Street
Pittsburg, Texas 75686
PROXY STATEMENT
GENERAL INFORMATION
The Board of Directors of Pilgrim's Pride Corporation (the
"Company") solicits stockholders' proxies in the accompanying
form for use at the Annual Meeting of Stockholders to be held on
February 1, 1995, at 11:00 a.m., local time, at the Company's
headquarters at 110 South Texas Street, Pittsburg, Texas and at any
adjournments thereof (the "Meeting"). This Proxy Statement, the
accompanying proxy card and the Company's 1994 Annual Report
to Stockholders are being mailed, beginning on or about January 4,
1995, to all stockholders entitled to receive notice of, and to vote
at, the Meeting.
The principal executive offices of the Company are located
at 110 South Texas Street, Pittsburg, Texas 75686. Any writing
required to be sent to the Company should be mailed to this
address.
Outstanding Voting Securities
Each stockholder of record at the close of business on
December 21, 1994 (the "Record Date"), will be entitled to one
vote for each share of the Company's common stock held on the
Record Date. The accompanying proxy card indicates the number
of shares to be voted. On December 21, 1994, 27,589,250 shares
of the Company's common stock were issued and outstanding.
Voting of Proxies
Because many of the Company's stockholders are unable to
attend the Meeting, the Board of Directors solicits proxies by mail
to give each stockholder an opportunity to vote on all items of
business scheduled to come before the Meeting. Each stockholder
is urged to:
(1) read carefully the material in this Proxy Statement;
(2) specify his or her voting instruction on each item by
marking the appropriate boxes on the accompanying proxy card; and
(3) sign, date and return the card in the enclosed, postage
prepaid envelope.
The accompanying proxy card provides a space, with respect to
the election of Directors, for a stockholder to withhold voting for
any or all nominees for the Board of Directors, but does not permit
a stockholder to vote for any nominee not named on the proxy
card. The card also allows a stockholder to abstain from voting on
any item if the stockholder chooses to do so.
When the accompanying proxy card is properly executed and
returned with voting instructions with respect to any of the items to
be voted upon, the shares represented by the proxy will be voted in
accordance with the stockholder's directions by the persons named
on the card as proxies of the stockholders. If a proxy card is signed
and returned, but no specific voting instructions are given, the
shares represented by the proxy card will be voted for the election
of the eleven nominees for Directors named on the accompanying
proxy card and for the appointment of Ernst & Young as the
Company's independent auditors.
Unless otherwise indicated by the stockholder, returned proxy
cards also confer upon the persons named on the card, as proxies
for the stockholder, discretionary authority to vote all shares of
stock represented by proxy card on any item of business that is
properly presented for action at the Meeting, even if not described
in this Proxy Statement. If any of the nominees for Director named
below should be unable or unwilling to accept nomination, the
proxies will be voted for the election of such other person as may
be recommended by the Board of Directors. The Board of
Directors, however, has no reason to believe that any item of
business not set forth in this Proxy Statement will come before the
Meeting or that any of the nominees for Director will be
unavailable for election.
The proxy does not affect a stockholder's right to vote in person
at the Meeting. If a stockholder executes a proxy, he or she may
revoke it at any time before it is voted by submitting a new proxy
card, or by communicating his or her revocation in writing to the
Secretary of the Company or by voting by ballot at the Meeting.
Votes Required
The holders of at least a majority of the shares of the Company's
common stock outstanding on the Record Date must be present in
person or by proxy at the Meeting to be held. Abstentions and
broker non-votes are counted in determining whether at least a
majority of the shares of the Company's common stock outstanding
on the Record Date are present at the Meeting. Directors will be
elected by a plurality of the votes cast at the Meeting. The
affirmative vote of a majority of the shares represented and entitled
to vote at the Meeting is required for the appointment of the
Company's independent auditors and approval of any other item of
business to be voted upon at the Meeting. Abstentions are counted
in tabulations of the votes cast on proposals presented to
stockholders, whereas broker non-votes are not counted for
purposes of determining whether a proposal has been approved.
Lonnie "Bo" Pilgrim owned or controlled 18,007,384 shares
(65.3%) of the Company's common stock on the Record Date and
thus will be able to elect all of the nominees for Directors and to
approve Ernst & Young as independent auditors for the Company.
Stockholder Proposals for 1996 Annual Meeting
Under the rules of the Securities and Exchange Commission, in
order to be included in the Company's Proxy Statement for the
1996 Annual Meeting of Stockholders, a stockholder proposal
must be received by the Secretary of the Company no later than the
close of business on September 8, 1995.
Cost of Proxy Solicitation
The Company will bear the cost of the Meeting and the cost of
soliciting proxies in the accompanying form, including the cost of
mailing the proxy material. In addition to solicitation by mail,
Directors, officers and other employees of the Company may
solicit proxies by telephone or otherwise. They will not be
specifically compensated for such services. The Company will
request brokers and other custodians, nominees and fiduciaries to
forward proxies and proxy soliciting material to the beneficial
owners of the Company's common stock and to secure their voting
instructions, if necessary. The Company will reimburse them for
the expenses in so doing.
Board of Directors
The Board of Directors has the responsibility for establishing
board corporate policies and for the overall performance of the
Company. However, it is not involved in day-to-day operating
details. Members of the Board are kept informed of the Company's
business through discussions with the Chairman and other officers,
by reviewing analyses and reports sent to them each month, as well
as by participating in Board and committee meetings.
Board Committees
To assist in carrying out its duties, the Board of Directors has
delegated certain authority to the Audit and Compensation
Committees. The members of the Audit Committee are Robert E.
Hilgenfeld, Vance C. Miller, Sr. and James G. Vetter, Jr. The
members of the Compensation Committee are Lonnnie "Bo"
Pilgrim, Robert E. Hilgenfeld, Vance C. Miller, Sr., James G.
Vetter, Jr. and Donald L. Wass. Each Committee meets to
examine various facets of the Company's operations and take
appropriate action or make recommendations to the Board of
Directors. The Audit Committee's responsibilities include making
recommendations to the Board of Directors regarding the selection
of independent public accountants and reviewing the plan and
results of the audit performed by the public accountants of the
Company and the adequacy of the Company's systems of internal
accounting controls, and monitoring compliance with the
Company's conflicts of interest and business ethics policies. The
Compensation Committee reviews the Company's remuneration
policies and practices and establishes the salaries of the Company's
officers.
Meetings
During the Company's fiscal year ending October 1, 1994, there
were six meetings of the Board of Directors, two meetings of the
Audit Committee, and one meeting of the Compensation
Committee. Each member of the Board of Directors attended at
least 75% of the aggregate number of meetings of the Board and
Board Committees on which the Director served.
ELECTION OF DIRECTORS
At the meeting, eleven Directors are to be elected, each to hold
office for one year or until his successor is duly elected and
qualified. It is intended that the shares represented by the enclosed
proxy will be voted for the election of the eleven nominees named
below. The Board of Directors has no reason to believe that any
nominee will be unable to serve if elected. In the event any
nominee shall become unavailable for election, it is intended that
such shares will be voted for the election of a substitute nominee
selected by the Board of Directors.
NOMINEES FOR DIRECTOR
The following information sets forth the name and principal
occupation of each Director and nominee for Director, his age, his
position with the Company and the date he first became a Director
and an executive officer.
Lonnie "Bo" Pilgrim, 66, has served as Chairman of the Board
and Chief Executive Officer since the organization of the Company
in 1968. Prior to the incorporation of the Company, Mr. Pilgrim
was a partner in the Company's predecessor partnership business
founded in 1946.
Clifford E. Butler, 52, has been employed by the Company
since 1969. He has been a Director of the Company since 1969,
was named Senior Vice President of Finance in 1973, and became
Chief Financial Officer and Vice Chairman of the Board in July
1983.
Lindy M. "Buddy" Pilgrim, 40, has been employed by the
Company as President and Chief Operating Officer since March
1994 and was elected a Director on March 8, 1993. He was
previously President of U.S. Operations and Sales & Marketing
from April 1993 to March 1994. Up to October 1990 Mr. Pilgrim
was employed by the Company for 12 years in marketing and 9
years in operations. From October 1990 to April 1993, he was
President of Integrity Management Services, Inc., a consulting firm
to the poultry industry. He is a nephew of Lonnie "Bo" Pilgrim.
Robert L. Hendrix, 58, has been employed by the Company as
Executive Vice President, Operations, since March 1994 and prior
thereto, was Senior Vice President, NETEX Processing, of the
Company from August 1992 to March 1994 and was elected
Director in March 1994. Prior to that he served as President and
Chief of Complex Operations from July 1983 to March 1992. He
became Senior Vice President in September 1981 when Pilgrim
acquired Mountaire Corporation of DeQueen, Arkansas and, prior
thereto, was Vice President of Mountaire Corporation.
James J. Miner, Ph.D., 66, has been Senior Vice President,
Technical Services, since April 1994. He has been employed by
the Company and its predecessor partnership since 1966 and
previously served as Senior Vice President responsible for live
production and feed nutrition. He has been a Director since the
incorporation of the Company in 1968.
Lonnie Ken Pilgrim, 36, has been employed by the Company
since 1977 and has served the Company as its Vice President,
Director of Transportation and as a member of the Board of
Directors since March 1985. He is the son of Lonnie "Bo" Pilgrim.
James G. Vetter, Jr., 60, has practiced law in Dallas, Texas,
since 1966. He is a member of the Dallas law firm of Godwin &
Carlton, P.C., and has served as general counsel and a Director
since 1981. Mr. Vetter is a Board Certified-Tax Law Specialist
and serves as a lecturer and author in tax matters.
Robert E. Hilgenfeld, 69, was elected a Director in September
1986. Mr. Hilgenfeld was Senior Vice
President--Marketing/Processing for the Company from 1969 to
1972 and for seventeen years prior to that worked in various sales
and management positions for the Quaker Oats Company. From
1972 until April 1986, he was employed by Church's Fried
Chicken Company ("Church's") as Vice President--Purchasing
Group, Vice President and Senior Vice President. He was elected
a Director of Church's in 1985 and retired from Church's in April
1986. Since retirement he has served as a consultant to various
companies including the Company.
Vance C. Miller, 60, was elected a Director in September 1986.
Mr. Miller has been Chairman of Vance C. Miller Interests, a real
estate company formed in 1977 and has served as the Chairman of
the Executive Committee and as a director of Henry S. Miller Co.,
a real estate brokerage firm, since 1980.
Donald L. Wass, Ph.D., 62, was elected a Director of the
Company in May 1987. He has been President of the William
Oncken Company of Texas, a time management consulting
company, since 1970.
Charles L. Black, 65, has been President, Chief Executive
Officer and Director of NationsBank, Mt. Pleasant, Texas, since
December 1981 and is retiring from NationsBank effective
February 1, 1995. He previously was a Director of the Company
from 1968 to August 1992.
Compensation Committee Interlocks and Insider Participation
During fiscal 1994, the members of the Company's
Compensation Committee were: Lonnie "Bo" Pilgrim, Robert E.
Hilgenfeld, Vance C. Miller, Sr., James G. Vetter, Jr. and Donald
L. Wass.
The Company has been and continues to be a party to certain
transactions with Lonnie "Bo" Pilgrim and a law firm affiliated
with James G. Vetter, Jr. These transactions, along with all other
transactions between the Company and affiliated persons, require
the prior approval of the Audit Committee of the Board of
Directors.
The Company's transactions with Lonnie "Bo" Pilgrim,
Chairman of the Board and Chief Executive Officer of the
Company, have allowed the Company to obtain the use of required
production facilities and equipment on terms which management
believes are not less favorable to the Company than could have
been arranged with unaffiliated persons. Since 1985, Lonnie "Bo"
Pilgrim, Chairman of the Board and Chief Executive Officer of the
Company, has engaged in chicken grow-out operations with the
Company which involve the purchase of chicks, feed and
veterinary and technical services from the Company and the
growing-out of chickens to maturity at which time they are
purchased by the Company. Chicks, feed and services are
purchased from the Company for their fair market value, and the
Company purchases the mature chickens from Mr. Pilgrim at
market-quoted prices at the time of purchase. Management of the
Company believes that this operation is conducted on terms not
less favorable than those which could be arranged with unaffiliated
persons. During fiscal year 1994, the Company paid Mr. Pilgrim,
doing business as Pilgrim Poultry G.P. ("PPGP"), $9,346,000 for
chickens produced in his grow-out operations, and PPGP paid the
Company $9,373,000 for chicks, feed and services. Lonnie "Bo"
Pilgrim is the sole proprietor of PPGP.
PPGP also produces eggs for the Company. In addition to the
chicken grow-out operations described above, PPGP contracts with
the Company to house and care for Company flocks used for egg
production and is paid an egg grower fee based on actual
production. The egg grower contract between PPGP and the
Company renews automatically as each expended flock of laying
hens is replaced by a new flock. The contract is cancelable by
either party at any time prior to the time when the then current
producing flock is 48 weeks old. Flocks are normally replaced
every 14 months. Management of the Company believes that these
relationships are on terms not less favorable to the Company than
those which could be arranged with unaffiliated persons. During
fiscal year 1994, the Company paid contract egg grower's fees to
PPGP of $5,137,000.
Since 1985, the Company has leased an airplane from Mr.
Pilgrim under a lease agreement which provides for monthly lease
payments of $33,000 plus operating expenses, which terms
management of the Company believes to be substantially similar to
those obtainable from unaffiliated parties. During fiscal 1994, the
Company had lease expenses of $396,000 and operating expenses
of $213,000 associated with the use of this airplane.
Historically, much of the Company's debt has been guaranteed
by the major stockholders of the Company. In consideration of
such guarantees, the Company has paid such stockholders a
quarterly fee equal to .25% of the average aggregate outstanding
balance of such guaranteed debt. During fiscal 1994, the Company
incurred $526,000 for such guarantees and paid $1,262,000 to
Lonnie "Bo" Pilgrim and $74,000 to each of his three children
(including Lonnie Ken Pilgrim, a Director of the Company).
Godwin & Carlton, P.C., has represented and currently
represents the Company in connection with a variety of legal
matters. James G. Vetter, Jr., is a Director of the Company and is
an Executive Vice President of Godwin & Carlton, P.C. During
fiscal year 1994, the Company paid Godwin & Carlton, P.C., legal
fees of $235,572 in connection with such matters.
Mr. Hilgenfeld, a member of the Company's Compensation
Committee, served as an officer of the Company prior to 1973.
COMPENSATION
Executive Compensation
The following table sets forth a summary of compensation paid
to the Company's Chief Executive Officer and its four other most
highly compensated executive officers.
SUMMARY COMPENSATION TABLE
Annual Compensation
All
Other
Name and Fiscal Compensa- Compensa-
Principal Position Year Salary Bonus tion(a) tion(b)
Lonnie "Bo" Pilgrim 1994 $452,007 $477,943 $ -- $ 52
Chairman of the Board and 1993 341,192 298,669 -- 312
Chief Executive Officer 1992 312,000 100,000 -- 52
Lindy M. Pilgrim 1994 313,440 331,374 8,133 3,974
President and 1993 144,000 144,000 3,450 138
Chief Operating Officer 1992 -- -- -- --
Clifford E. Butler 1994 241,107 254,902 6,174 3,936
Vice Chairman of the Board 1993 208,619 182,594 5,244 312
and Chief Financial Officer,1992 200,200 100,000 5,009 312
Secretary and Treasurer
Robert L. Hendrix 1994 192,231 203,230 3,975 2,677
Executive Vice President, 1993 131,375 115,043 3,975 312
Operations 1992 121,342 -- 3,825 78,858(c)
David Van Hoose 1994 162,375 171,665 3,894 2,585
President, 1993 131,500 115,043 2,953 312
Mexican Operations 1992 130,000 -- 2,000 312
_____________________
(a) Represents the Company's contributions under the
Employee Stock Investment Plan under which eligible
employees may authorize payroll deductions of up to 7 1/2% of their
base salary and the Company will contribute an amount
equal to 33 % of such deductions, all to be invested in common
stock of the Company with purchase commission paid by the
Company to the Plan's administrator, Smith Barney.
(b) Represents the Company's contributions under its qualified
non-contributory profit-sharing plan (which was converted into
the section 401(k) Salary Deferral Plan on July 1, 1991) and its
Section 401(k) Salary Deferral Plan.
(c) Includes $78,546 of severance payments for the period
beginning April 1, 1992, and ending August 15, 1992, during
which period Mr. Hendrix was not employed by the Company.
Directors' Fees
The Company pays its Directors who are not employees of the
Company $4,000 per meeting attended, plus expenses.
Report of Compensation Committee
The Compensation Committee establishes executive
compensation and oversees the administration of the bonus plan for
key members of management and the Company's employee benefit
plans.
In accordance with recently adopted rules designed to enhance
disclosure of the Company's policies toward executive
compensation, the following is a report submitted by the
Compensation Committee members in their capacity as the Board's
Compensation Committee, addressing the Company's
compensation policy as it related to the named executive officers
for fiscal 1994.
Performance Measures
The Compensation Committees' establishment of annual
executive compensation is a subjective process in which the
Committee considers many factors including the Company's
performance as measured by earnings for the year, each executive's
specific responsibilities, the contribution to the Company's
profitability by each executive's specific areas of responsibility and
the executive's length of time with the Company.
Fiscal 1994 Compensation
For fiscal 1994, the Company's executive compensation
program consisted of (a) base salary, (b) a bonus based upon the
performance measurements described above and bonus plan
described below, (c) Company contributions to the Company's
401(k) salary deferral plan which are made up of mandatory
contributions of one dollar per week and matching contributions of
up to five dollars per week and additional matching contributions
of up to four percent of an executive's compensation subject to an
overall Company contribution limit of five percent of income
before taxes and (d) Company contributions to the Employee Stock
Investment Plan in an amount equal to 33 percent of the officers'
payroll deduction for purchases of the Company's common stock
under the plan, which deductions are limited to 7 1/2 percent of the
officer's base pay.
In establishing the fiscal 1994 compensation of Lonnie "Bo"
Pilgrim, the Company's Chief Executive Officer, the compensation
committee took particular note of the record earnings in fiscal
1994.
The Company's objective is to obtain financial performance that
achieves increased return on equity, sales volume, earnings per
share and net income. The performance oriented nature of the
Company's compensation program is exemplified by the increase
in earnings between fiscal 1992 and 1994 and the related increased
bonuses paid to the Company's Chief Executive Officer and Chief
Financial Officer.
The Committee believes that linking executive compensation to
corporate performance results in a better alignment of
compensation with corporate goals and shareholder interests.
The Company maintains a bonus plan which provides for five
percent of the Company's income before income taxes to be
allocated among certain key members of management. Such
amount is allocated among all plan participants based upon the
ratio of each participant's salary to the aggregate salaries of all
participants and the number of months of the fiscal year the
participant was approved for participation. Currently, there are 13
participants in the plan, including the Chief Executive Officer, the
President and Chief Operating Officer, the Chief Financial Officer,
the Executive Vice President, Operations, the President, Mexican
Operations, Senior Vice Presidents and two other designated key
employees. Participants may be added or removed from the plan at
the discretion of the Compensation Committee. Participants must
continue to be employed by the Company on January 1 following
the end of a fiscal year in order to be paid a bonus with
respect to that year. Bonuses are typically paid during the January
following the fiscal year with respect to which the bonus has been
granted.
Lonnie "Bo" Pilgrim
Robert E. Hilgenfeld
Vance C. Miller, Sr.
James G. Vetter, Jr.
Donald L. Wass
COMPANY PERFORMANCE
The following graph shows a five year comparison of
cumulative total returns for the Company, the Russell 2000
composite index and an index of peer companies selected by the
Company.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG PILGRIM'S PRIDE CORPORATION, THE RUSSELL 2000 INDEX AND A PEER GROUP
[PERFORMANCE GRAPH TO COME]
S T A R Services, Inc. Total Return - Data Summary
Cumulative Total Return
----------------------------------------------------------
10/89 9/90 9/91 9/92 10/93 10/94
Pilgrim's Pride Corporation 100 60 71 67 87 104
Peer Group 100 59 65 71 97 125
100 73 106 115 154 157
The total cumulative return on investment (change in the year
end stock price plus reinvested dividends) for each of the periods
for the Company, the Russell 2000 composite index and the peer
group is based on the stock price or composite index at the end of
fiscal 1989.
The above graph compares the performance of the Company
with that of the Russell 2000 composite index and a group of peer
companies with the investment weighted on market capitalization.
Companies in the peer group are as follows: Golden Poultry
Company, Inc., Hudson Foods, Inc., Sanderson Farms, Inc.,
Cagles, Inc. and the Company. These companies were approved
by the Compensation Committee.
CERTAIN OTHER TRANSACTIONS
The Company has entered into chicken grower contracts
involving farms owned by certain of its officers, providing the
placement of Company-owned flocks on their farms during the
grow-out phase of production. The contracts are on terms
substantially the same as contracts entered into by the Company
with unaffiliated parties and can be terminated by either party upon
completion of the grow-out of each flock. The aggregate amounts
paid by the Company to its officers and Directors under grower
contracts during the fiscal year 1994 were as follows: Clifford E.
Butler--$183,922 and James J. Miner--$190,348. See
"Compensation Committee Interlocks and Insider Participation"
for a discussion of the Company's transactions with Lonnie "Bo"
Pilgrim, Lonnie Ken Pilgrim and James G. Vetter, Jr.
On June 25, 1992, the Company sold five million shares of its
common stock to Archer-Daniels-Midland Company ("ADM") for
$30 million, or $6.00 per share. See "Security Ownership" below
for ADM's current ownership. ADM is one of several vendors
selling feed ingredients to the Company in the ordinary course of
business. During fiscal 1994, the Company purchased $56.5
million of feed ingredients from ADM. The Company purchases
such feed at prices based on the quoted market prices at the time of
purchase.
SECURITY OWNERSHIP
The following table sets forth, as of December 10, 1994, certain
information with respect to the beneficial ownership of the
Company's common stock by (i) each stockholder beneficially
owning at least 5% of the Company's outstanding common stock;
(ii) each director of the Company who is a stockholder of the
Company; (iii) each of the executive officers listed in the executive
compensation table who is a stockholder of the Company; and (iv)
all executive officers and directors of the Company as a group.
Amount and
Nature of Percent
Beneficial of
Name of Beneficial Owners Ownership Class
Lonnie "Bo" Pilgrim(a)(b)(c)(d)(e) 18,007,384 65.3%
110 South Texas Street
Pittsburg, Texas 75686
Archer-Daniels-Midland Company(f) 5,514,900 20.0
P.O. Box 1470
Decatur, Illinois
Lonnie Ken Pilgrim(a)(c)(d) 531,455 1.9
Clifford E. Butler(d) 19,934 (g)
Lindy M. "Buddy" Pilgrim 7,454 (g)
Robert L. Hendrix(d) 15,067 (g)
David Van Hoose(d) 8,032
James J. Miner(d) 8,447 (g)
James G. Vetter, Jr. 1,450 (g)
Donald L. Wass 100 (g)
All executive officers and directors
as a group (14) persons 18,080,580 65.5%
___________________
(a) Includes 60,387 shares held of record by Pilgrim Family
Trust I, an irrevocable trust dated June 16, 1987, for the benefit
of Lonnie "Bo" Pilgrim's surviving spouse and children, of which
Lonnie Ken Pilgrim and Patty R. Pilgrim, Lonnie "Bo" Pilgrim's
wife, are co-trustees, and 60,386 shares held of record by
Pilgrim Family Trust II, an irrevocable trust dated December 23,
1987, for the benefit of Lonnie "Bo" Pilgrim and his children,
of which Lonnie "Bo" Pilgrim and Lonnie Ken Pilgrim are co-trustees.
Mr. Lonnie "Bo" Pilgrim disclaims any beneficial interest in the
shares held by his children.
(b) Includes 372,351 shares owned of record and beneficially
by each of Mr. Lonnie "Bo" Pilgrim's three adult children,
including Lonnie Ken Pilgrim, a Director of the Company whose
shares are also shown separately. Lonnie "Bo" Pilgrim disclaims
any beneficial interest in the shares held by his three adult
children.
(c) Includes 55,330 shares held in five trusts dated December
15, 1989, December 21, 1992 and October 31, 1994 for the benefit
of Mr. Lonnie "Bo" Pilgrim's five minor grandchildren. Mr.
Lonnie "Bo" Pilgrim disclaims any beneficial interest in the shares
held by his five minor grandchildren.
(d) Includes shares held in trust by the Company's 401(k) Salary Deferral
Plan.
(e) 6.6 million shares owned by Mr. Lonnie "Bo" Pilgrim are
pledged to secure a "no loss guarantee" expiring on July 8,
1995 which was given to ADM on June 25, 1992 in connection
with their purchase of the Company's common stock.
(f) As reported in its Statement of Changes in Beneficial
Ownership on Form 4 dated December 1, 1993.
(g) Less than 1%.
Compliance with Section 16(a) of The Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's officers and directors, and persons who own more
than ten percent of the Company's common stock, to file reports of
ownership and changes in ownership with the Securities and
Exchange Commission and the New York Stock Exchange.
Officers, directors and greater than ten-percent shareholders are
required by SEC regulation to furnish the Company with copies of
all Section 16(a) forms they file.
Based on its review of the copies of such forms received by it,
the Company believes that all filing requirements applicable to its
officers, directors and greater than ten-percent beneficial owners
were complied with.
ITEM 2. APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors recommends the appointment of Ernst
& Young as the Company's independent auditors for the 1995
fiscal year. This firm of certified public accountants has served as
independent auditors of the Company pursuant to annual
appointment by the Board of Directors since 1969 except for 1982
and 1983.
Representatives of Ernst & Young are expected to be present at
the Meeting and to be available to respond to appropriate
questions. They will be given the opportunity to make a statement
if they wish to do so.
The Board of Directors recommends a vote FOR the
appointment of Ernst & Young as the Company's independent
auditors for fiscal year 1995.
Financial Statements Available
Financial statements for the Company are included in the
Annual Report to stockholders for the year 1994. Additional
copies of these statements, as well as financial statements for prior
years and the Annual Report to the Securities and Exchange
Commission on Form 10-K, may be obtained without charge from
the Secretary of the Company, 110 South Texas Street, Pittsburg,
Texas 75686. Financial statements are also on file with the
Securities and Exchange Commission, Washington, D.C. 20549,
and the New York Stock Exchange.
OTHER BUSINESS
The Board of Directors is not aware of, and it is not anticipated
that there will be presented to the Meeting, any business other than
the election of the Directors and the proposal to appoint Ernst &
Young independent auditors described above. If other matters
properly come before the Meeting, the persons named on the
accompanying proxy card will vote the returned proxies as the
Board of Directors recommends.
Please date, sign and return the proxy at your earliest
convenience. A prompt return of your proxy will be appreciated as
it will save the expense of further mailing.
By order of the Board of Directors
CLIFFORD E. BUTLER
Vice Chairman, Chief Financial Officer
Secretary and Treasurer
Pittsburg, Texas
January 4, 1995
[ x ] Please mark
your votes
as this
-------------------
COMMON
1. ELECTION OF DIRECTORS:
FOR all nominees TO WITHHOLD AUTHORITY
listed at right to vote for all
(except as marked nominees listed
to the contrary) at right
[ ] [ ]
Lonnie "Bo" Pilgrim James J. Miner Robert E. Hilgenfeld
Clifford E. Butler Lonnie Ken Pilgrim Vance C. Miller, Sr.
Lindy M. Pilgrim James G. Vetter, Jr. Donald L. Wass
Robert L. Hendrix Charles L. Black
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name on the line provided below.)
------------------------------------------------------------
2. The appointment of Ernst & Young as independent auditors for
the Company for the fiscal year.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
- --------------------------------------------------------------------------
3. In their discretion such other business as may properly come before
the Annual Meeting.
UNLESS OTHERWISE SPECIFIED ON THIS PROXY, THE
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
"FOR" THE ELECTION OF MANAGEMENT'S NOMINEES
FOR DIRECTORS AND "FOR" PROPOSAL 2 ABOVE.
DISCRETION WILL BE USED WITH RESPECT TO SUCH
OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.
_____________________________________________________________
Date
_____________________________________________________________
Signature of Stockholder
_____________________________________________________________
Signature if held jointly
Please date this proxy and sign your name exactly as it appears
hereon. Persons signing in a representative capacity should
indicate their capacity. A proxy for shares held in joint
ownership should be signed by each owner.
Please Execute This Proxy and Return Promptly in the
Enclosed Self-Addressed Stamped Envelope.
PILGRIM'S PRIDE CORPORATION
110 South Texas Street
Pittsburg, Texas 75686
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Lonnie "Bo" Pilgrim and
Clifford E. Butler, and each of them, as Proxies, each with the
power to appoint his substitute, and hereby authorizes them, and
each of them, to represent and to vote, as designated below, all the
shares of Common Stock of Pilgrim's Pride Corporation held of
record by the undersigned on December 21, 1994 at the Annual
Meeting of Stockholders to be held on February 1, 1995 or any
adjournment thereof.
(Continued on other side)