SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): September 27, 2000
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
On September 27, 2000, Pilgrim's Pride Corporation announced that it had
signed a definitive agreement with WLR Foods, Inc. for the sale of all the
outstanding stock of WLR Foods in a cash merger valued at approximately $300
million. Pursuant to the agreement, Pilgrim's Pride will pay $14.25 for each
outstanding share of WLR Foods common stock. The merger is subject to
customary closing conditions, including the receipt of regulatory approval and
the approval of WLR Foods' shareholders. The transaction has received the
unanimous approval of both companies' Boards of Directors.
On August 2, 2000, Robert E. Hilgenfeld resigned as a Director of
Pilgrim's Pride due to personal reasons. The Board of Directors has elected
Key Coker to fill the vacancy created by Mr. Hilgenfeld's departure. Mr.
Coker will serve in the capacity of a Director until the next annual meeting
or until his successor is duly elected and qualified.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
2 -- Agreement and Plan of Merger dated September 27, 2000
(incorporated by reference from
Exhibit 2 of WLR Foods, Inc.'s Current Report on Form 8-K (No.
000-17060) dated September 28, 2000).
99 -- Press release dated September 27, 2000.
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: October 11, 2000 By: /S/ RICHARD A. COGDILL
Richard A. Cogdill
Executive Vice President, Chief Financial Officer,
Secretary and Treasurer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
2 -- Agreement and Plan of Merger dated September 27, 2000
(incorporated by reference from
Exhibit 2 of WLR Foods, Inc.'s Current Report on Form 8-K (No.
000-17060) dated September 28, 2000).
99 -- Press release dated September 27, 2000
EXHIBIT 2
EXHIBIT 99
JOINT STATEMENT OF
PILGRIM'S PRIDE CORPORATION &
WLR FOODS, INC.
PILGRIM'S PRIDE TO ACQUIRE WLR FOODS FOR $14.25 PER SHARE
Pittsburg, TX and Broadway, VA - September 27, 2000 - Pilgrim's Pride
Corporation (NYSE: CHX, CHX.A) and WLR Foods, Inc. (Nasdaq: WLRF) today
announced that they have signed a definitive agreement for Pilgrim's Pride to
acquire all the outstanding stock of WLR Foods in a cash merger valued at
approximately $300 million, which includes the assumption and/or refinancing
of approximately $53.4 million of WLR Foods' debt. Pursuant to the agreement,
Pilgrim's Pride will pay $14.25 for each outstanding share of WLR Foods common
stock. The merger is subject to customary closing conditions, including the
receipt of regulatory approval and the approval of WLR Foods' shareholders.
The transaction has received the unanimous approval of both companies' Boards
of Directors and is expected to be completed during December 2000.
"We are extremely pleased to announce this transaction, and we believe that
our expansion into the mid-Atlantic region of the United States will allow us
more options in serving our existing customers, as well as the opportunity to
establish new relationships with the customers of WLR Foods," stated David Van
Hoose, Chief Executive Officer, President and Chief Operating Officer of
Pilgrim's Pride Corporation. "We are excited about the opportunity to welcome
the employees, suppliers and growers of WLR Foods into our company, and we
anticipate a smooth and positive transition. As a result of the acquisition,
we believe that Pilgrim's Pride will become the nation's second largest
chicken company and the fourth largest turkey company in terms of production
capacities."
"The decision to sell was not easy," stated James L. Keeler, President and
Chief Executive Officer of WLR Foods, Inc. "However, the Board and executive
management of WLR Foods believe that the offer by Pilgrim's Pride, which
reflects a 105% premium to the closing share price on September 26, is in the
best interests of WLR Foods and its many stakeholders. We believe that all of
WLR Foods' employees, customers, growers and suppliers will find Pilgrim's
Pride to be a quality employer, business partner and community citizen."
Pilgrim's Pride is currently the fifth largest chicken company in the United
States and the second largest in Mexico. Pilgrim's Pride employs more than
15,500 persons in Texas, Arkansas, Arizona, Oklahoma and Mexico. WLR Foods is
currently the twelfth largest chicken company and the fourth largest turkey
company in the United States, with approximately 7,000 employees in Virginia,
North Carolina, West Virginia and Pennsylvania. Combined, the two companies
will have annual sales in excess of $2.25 billion and assets of approximately
$1.1 billion.
Statements contained in this press release that state the intentions, hopes,
beliefs or expectations or predictions of the future of Pilgrim's Pride or WLR
Foods and their respective management are forward-looking statements. It is
important to note that the actual results could differ materially from those
projected in such forward-looking statements. For example, no assurance is or
can be given that the merger described above will be consummated. With
respect to forward-looking statements regarding Pilgrim's Pride, factors that
could cause actual results to differ materially from those projected in such
forward-looking statements include: changes in the commodity prices of feed
ingredients, chicken and turkey; the company's indebtedness; risks associated
with the company's foreign operations, including currency exchange rate
fluctuations, trade barriers, exchange controls and expropriation; the impact
of current and future laws and regulations; and the other risks described in
the company's SEC filings. The foregoing release is not intended to solicit
proxies in connection with the merger and shall not be deemed to be a proxy
solicitation. WLR Foods will separately solicit proxies by means of a proxy
statement that will be distributed to its shareholders.
For further information:
Pilgrim's Pride Corporation
Richard A. Cogdill
Chief Financial Officer
(903) 855-4205
WLR Foods, Inc.
Dale S. Lam
Chief Financial Officer
(540) 896-0457