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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 7, 1996
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 7, 1996,
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 28, 1996;
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, 1995, 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 3, 1996
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 7,
1996, 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 1995 Annual Report to Stockholders are being mailed,
beginning on or about January 3, 1996, 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, 1995 (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, 1995, there were 27,589,250 shares of the Company's
common stock 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 1997 Annual Meeting
Under the rules of the Securities and Exchange Commission, in
order to be included in the Company's Proxy Statement for the 1997
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 6, 1996.
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 Lonnie "Bo" Pilgrim, Robert E. Hilgenfeld, Vance C.
Miller, Sr., James G. Vetter, Jr., Donald L. Wass and Charles L.
Black. 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 September 30, 1995, 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, 67, 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, 53, 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, 41, serves as President and Chief
Operating Officer of the Company. He was elected as Director on March
8, 1993 and began employment in April 1993 under the title of
President of U.S. Operations and Sales and Marketing. From April 1993
to March 1994, the President and Chief Operating Officer reported to
him. After that time, the Chief Operating Officer title and
responsibilities were incorporated into his own. 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 food industry. He is a nephew of Lonnie "Bo" Pilgrim.
Robert L. Hendrix, 59, has been Executive Vice President,
Operations, of the Company since March 1994. Prior to that he served
as Senior Vice President, NETEX Processing from August 1992 to March
1994 and as President and Chief of Complex Operations from September
1988 to March 1992. He was on leave from the Company from March 1992
to August 1992. He was President and Chief Operating Officer of the
Company from July 1983 to September 1988. He began as Senior Vice
President in September 1981 when Pilgrim's Pride acquired Mountaire
Corporation of DeQueen, Arkansas, and, prior thereto, he was Vice
President of Mountaire Corporation.
James J. Miner, Ph.D., 67, 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, 37, 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 a son of Lonnie "Bo" Pilgrim.
James G. Vetter, Jr., 61, 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, 70, 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, Sr., 61, 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., 63, 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, 66, was President, Chief Executive Officer and
Director of NationsBank, Mt. Pleasant, Texas, from December 1981 to
February 1, 1995. He previously was a Director of the Company from
1968 to August 1992 and has served as a director since his re-election
on February 1, 1995.
Compensation Committee Interlocks and Insider Participation
During fiscal 1995, the members of the Company's Compensation
Committee were: Lonnie "Bo" Pilgrim, Robert E. Hilgenfeld, Vance C.
Miller, Sr., James G. Vetter, Jr., Donald L. Wass and Charles L.
Black.
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 person.
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 1995, the
Company paid Mr. Pilgrim, doing business as Pilgrim Poultry G.P.
("PPGP"), $12,721,000 for chickens produced in his grow-out
operations, and PPGP paid the Company $12,478,000 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 1995, the Company paid contract egg grower's fees
to PPGP of $4,760,000.
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 1995, the Company had lease
expenses of $396,000 and operating expense of $149,000 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 1995, the Company incurred $623,000
for such guarantees and paid $451,000 to Lonnie "Bo" Pilgrim and
$27,000 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 1995, the
Company paid Godwin & Carlton, P.C., legal fees of $304,629 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
Other All
Name and Annual Other
Principal Fiscal Compen Compen
Position Year Salary Bonus sation(a) sation(b)
Lonnie "Bo" Pilgrim 1995 $463,016 $277,530 $ - $ 52
Chairman of the 1994 452,077 477,943 - 52
Board and 1993 341,192 298,669 - 312
Chief Executive
Officer
Lindy M. Pilgrim 1995 321,022 192,419 8,105 8,453
President and 1994 313,440 331,374 8,133 3,974
Chief Operating 1993 144,000 144,000 3,450 138
Officer
Clifford E. Butler 1995 246,942 148,016 6,120 8,543
Vice Chairman of 1994 241,107 254,902 6,174 3,936
the Board and 1993 208,619 182,594 5,244 312
Chief Financial
Officer and
Secretary and
Treasurer
Robert L. Hendrix
Executive Vice 1995 242,100 145,114 4,748 8,543
President, 1994 192,231 203,230 3,975 2,677
Operations 1993 131,375 115,043 3,975 312
David Van Hoose 1995 242,100 145,114 6,000 52
President, 1994 162,375 171,665 3,894 2,585
Mexican 1993 131,500 115,043 2,953 33,312
Operations
(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.
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 1995.
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. The Company's objective is to obtain financial
performance that achieves increased return on equity, sales volume,
earnings per share and net income. The Committee believes that
linking executive compensation to corporate performance results in a
better alignment of compensation with corporate goals and shareholder
interests.
Fiscal 1995 Compensation
For fiscal 1995, 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 (1) 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.
The Company maintains a bonus plan which provides for five
percent of the Company's income before income taxes1 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 15 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
Charles L. Black
(1) In 1995 the Board of Directors and the Compensation Committee
elected to make a discretionary company contribution to the 401(k)
salary deferral plan that eliminated Mexican losses from the
calculation and to eliminate Mexican losses in determining the bonus
compensation since such losses were primarily attributable to economic
events outside the control of management. Management attributes all
of the pretax Mexican loses to the Mexican peso instability beginning
in December, 1994.
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
RESEARCH DATA GROUP Total Return - Data Summary
Cumulative Total Return
9/29 9/28 9/26 10/02 10/01 9/30
90 91 92 93 94 95
PILGRIM'S PRIDE CORPORATION 100 118 111 144 172 142
PEER GROUP 100 113 123 168 215 199
RUSSELL 2000 100 145 158 211 216 267
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 1990.
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 1995 were
as follows: Clifford E. Butler--$184,288 and James J. Miner--$161,968.
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 5 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 1995,
the Company purchased $44.3 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, 1995, 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) 18,007,384 65.3%
110 South Texas Street
Pittsburg, Texas 75686
Archer-Daniels-Midland Company(e) 5,514,900 20.0
P.O. Box 1470
Decatur, Illinois
Lonnie Ken Pilgrim(a)(c)(d) 527,098 1.9
Clifford E. Butler(d) 23,288 (f)
Lindy M. "Buddy" Pilgrim(d) 14,365 (f)
Robert L. Hendrix(d) 17,858 (f)
David Van Hoose(d) 8,986
James J. Miner(d) 10,321 (f)
James G. Vetter, Jr 1,450 (f)
Donald L. Wass 100 (f)
All executive officers and 18,104,950 65.5%
directors as a group (18) persons
(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 four 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) As reported in its Statement of Changes in Beneficial Ownership on
Form 4 dated December 1, 1993.
(f) 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 1996 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
1996.
Financial Statements Available
Financial statements for the Company are included in the Annual
Report to stockholders for the year 1995. 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 3, 1996
[ x ] Please mark your votes as this
COMMON
1. ELECTION OF DIRECTORS:
FOR all nominees listed at right (except as marked to the contrary)[ ]
TO WITHHOLD AUTHORITY to vote for all nominees listed at right [ ]
Lonnie "Bo" Pilgrim
Clifford E. Butler
Lindy M. Pilgrim
Robert L. Hendrix
James J. Miner
Lonnie Ken Pilgrim
James G. Vetter, Jr.
Charles L. Black
Robert E. Hilgenfeld
Vance C. Miller, Sr.
Donald L. Wass
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name on the line provided below.)
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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, 1995 at the Annual Meeting of Stockholders
to be held on February 7, 1996 or any adjournment thereof.
(Continued on other side)