UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
PILGRIM'S PRIDE CORPORATION
(Name of Issuer)
CLASS A COMMON STOCK
CLASS B COMMON STOCK
(Title of Class of Securities)
721467207 - Class A Common Stock
721467108 - Class B Common Stock
(CUSIP Numbers)
James P. O'Donnell Guy Lawson
Executive Vice President, Chief Financial McGrath North Mullin
Officer and Corporate Secretary & Kratz, PC LLO
ConAgra Foods, Inc. Suite 3700 First National Tower
One ConAgra Drive 1601 Dodge Street
Omaha, NE 68102 Omaha, NE 68102
(402) 595-4000 (402) 341-3070
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 7, 2003
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box
[ ].
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
CUSIP No. 721467207 - Class A Common Stock Page 2 of 6
721467108 - Class B Common Stock
1) Names of Reporting Persons: I.R.S. Identification No. of Above
Person:
ConAgra Foods, Inc. 47-0248710
2) Check the Appropriate Box if a Member of a Group:
(a)
(b)
3) SEC Use Only:
4) Source of Funds (See Instructions):
00
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e):
6) Citizenship or Place of Organization:
Delaware
Class A Class B
Common Stock Common Stock
Number of Shares (7) Sole Voting Power: 0 0
Beneficially (8) Shared Voting Power: 8,500,292 16,965,888
Owned by Each (9) Sole Dispositive Power: 0 0
Reporting Person (10) Shared Dispositive Power: 0 0
With
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
8,500,292 shares - Class A Common Stock
16,965,888 shares - Class B Common Stock
12) Check Box if the Aggregate Amount in Row (11)Excludes Certain
Shares (See Instructions):
13) Percent of Class Represented by Amount in Row (11):
62.9% - Class A Common Stock
61.5% - Class B Common Stock
14) Type of Reporting Person (See Instructions):
CO
CUSIP No. 721467207 - Class A Common Stock Page 3 of 6
721467108 - Class B Common Stock
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D ("Schedule 13D") relates to
Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), and
Class B Common Stock, par value $.01 per share (the "Class B Common Stock"), of
Pilgrim's Pride Corporation, a Delaware corporation ("Pilgrim's Pride"). The
principal executive offices of Pilgrim's Pride are located at 110 South Texas
Street, Pittsburg, Texas 75686.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by ConAgra Foods, Inc., a
Delaware corporation ("ConAgra Foods"). The address of ConAgra Foods' principal
executive office is One ConAgra Drive, Omaha, Nebraska 68102. ConAgra Foods is a
leading packaged food company, serving consumer grocery as well as restaurant
and foodservice establishments.
The name, business address, present principal occupation or
employment and citizenship of each executive officer who signs the periodic
reports filed under the Act by ConAgra Foods and each director of ConAgra Foods
is set forth in Schedule I hereto and is incorporated herein by reference.
During the last five years, neither ConAgra Foods nor, to the
best knowledge of ConAgra Foods, any of the persons listed on Schedule I hereto,
(i) has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws on finding any violation with respect to such laws.
For information about the executive officers and directors of
ConAgra Foods, see Schedule I.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
See Item 4 below.
ITEM 4. PURPOSE OF TRANSACTION
Stock Purchase Agreement
ConAgra Foods and Pilgrim's Pride entered into a Stock
Purchase Agreement dated June 7, 2003 (the "Purchase Agreement") whereby
Pilgrim's Pride will acquire the chicken business (the "Acquired Business") of
ConAgra Foods through the acquisition (the "Acquisition"). The Acquired Business
is wholly-owned by ConAgra Foods. In the Acquisition, ConAgra Foods will receive
cash, subordinated notes and up to 39,400,000 shares of Class A Common Stock,
pursuant to the terms and conditions described in the Purchase Agreement. The
Acquisition is subject to certain closing conditions, including regulatory and
stockholder approval of the stock issuance by the stockholders of Pilgrim's
Pride.
The Pilgrim's Pride Class A Common Stock has one vote per
share and the Class B Common Stock has twenty votes per share. If ConAgra Foods
receives all 39,400,000 shares of Class A Common Stock in the Acquisition,
ConAgra Foods will hold shares representing approximately 7% of Pilgrim's
CUSIP No. 721467207 - Class A Common Stock Page 4 of 6
721467108 - Class B Common Stock
Pride's total outstanding votes as of the close of the Acquisition, and
approximately 49% of Pilgrim's Pride's total equity.
Share Voting Agreement
As a condition and inducement to ConAgra Foods' willingness to
enter into the Purchase Agreement, certain stockholders of Pilgrim's Pride
entered into the voting agreement described below.
Pilgrim Interests, Ltd., Lonnie A. Pilgrim and Lonnie K.
Pilgrim, holders in the aggregate of 8,500,292 shares of Class A Common Stock
and 16,965,888 shares of Class B Common Stock, approximately 62.9% of the
outstanding Class A Common Stock and 61.5% of the outstanding Class B Common
Stock, entered into a Share Voting Agreement dated June 7, 2003 (the "Voting
Agreement") with ConAgra Foods and Pilgrim's Pride and (i) agreed to revoke any
previous proxies for voting their shares of Class A Common Stock and Class B
Common Stock; (ii) irrevocably agreed to vote, or cause to be voted, all of
their shares of Class A Common Stock and Class B Common Stock for the approval
of the issuance of Class A Common Stock pursuant to the Purchase Agreement and
against any action that is reasonably likely to impede, delay or adversely
affect the Acquisition; and (iii) granted ConAgra Foods an irrevocable proxy to
vote their shares of Class A Common Stock and Class B Common Stock in accordance
with the terms of the Voting Agreement. The Voting Agreement terminates on the
earlier of (i) the effective time of the Acquisition or (ii) the termination of
the Purchase Agreement in accordance with its terms. The Class A Common Stock
and Class B Common Stock is expected to vote as one class for approval of the
issuance of Class A Common Stock pursuant to the Purchase Agreement. The Class A
Common Stock and Class B Common Stock subject to the Voting Agreement represent
an aggregate of 61.5% of the total outstanding votes.
Registration Rights and Transfer Restriction Agreement
Pilgrim's Pride, Lonnie A. Pilgrim and Lonnie K. Pilgrim will
become party to a Registration Rights and Transfer Restriction Agreement with
ConAgra Foods (the "Registration Rights Agreement") in connection with the
closing of the Acquisition. The Registration Rights Agreement will require
Pilgrim's Pride to register shares of Class A Common Stock to be received by
ConAgra Foods in the Acquisition (the "Shares") with the Securities and Exchange
Commission for resales following the Acquisition. The Registration Rights
Agreement provides that ConAgra Foods will not, without the consent of Pilgrim's
Pride, (i) except pursuant to a third party tender offer, transfer the Shares
during the 12 months following the Acquisition or more than 33 1/3% of the
Shares in any 12 month period or (ii) acquire additional voting securities of
Pilgrim's Pride, make any offers to acquire any business or material assets of
Pilgrim's Price, propose that any third party acquire any voting securities of
Pilgrim's Pride (other than an acquisition of the Shares), propose any business
combination or other extraordinary transaction involving Pilgrim's Pride, join a
group with respect to ownership of voting securities of Pilgrim's Pride, or
enter into negotiations with any third party with respect to the foregoing.
Plans or Proposals
Other than as described in this Schedule 13D, neither ConAgra
Foods nor, to the best knowledge of ConAgra Foods, the persons identified in
Schedule I attached hereto presently has any plans or proposals that relate to
or would result in any of the actions described in subparagraphs (a) through (j)
of Item 4 of Schedule 13D.
All references to and descriptions of the Purchase Agreement,
the Voting Agreement and the Registration Rights Agreement are qualified in
their entirety by references to copies of the Purchase Agreement, the form of
the Voting Agreement and the form of the Registration Rights Agreement, which
are incorporated into this Schedule 13D by reference.
CUSIP No. 721467207 - Class A Common Stock Page 5 of 6
721467108 - Class B Common Stock
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) ConAgra Foods may be deemed to be the beneficial owner of
the shares covered by the Voting Agreement consisting of an aggregate of
8,500,292 shares of Class A Common Stock constituting approximately 62.9% of the
outstanding Class A Common Stock (based on 13,523,429 shares of Class A Common
Stock outstanding on April 28, 2003, as provided in the Pilgrim's Pride
quarterly report on Form 10-Q for the quarter ended March 29, 2003) and (ii)
16,965,888 shares of Class B Common Stock constituting approximately 61.5% of
the outstanding Class B Common Stock (based on 27,589,250 shares of Class B
Common Stock outstanding on April 28, 2003, as provided in the Pilgrim's Pride
quarterly report on Form 10-Q for the quarter ended March 29, 2003).
(b) The table below summarizes the number of shares of Class A
Common Stock and Class B Common Stock over which ConAgra Foods may be deemed to
have sole voting and dispositive power and shared voting and dispositive power.
===============================================================================
Voting Dispositive
- -------------------------------------------------------------------------------
Sole Shared Sole Shared
- -------------------------------------------------------------------------------
Owned by ConAgra Foods directly.... 0 0 0 0
- -------------------------------------------------------------------------------
Voting Agreement................... 0 8,500,292 Class A 0 0
Common Stock
(one vote per share)
16,965,888 Class B
Common Stock
(twenty votes per share)
===============================================================================
(c) ConAgra Foods has not effected any transactions in the
shares of Class A Common Stock or Class B Common Stock within the
preceding sixty (60) days.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Except as set forth in this Schedule 13D, to the best
knowledge of ConAgra Foods, there are no contracts, arrangements, understandings
or relationships (legal or otherwise) among the persons named in Item 2 or
listed on Schedule I hereto and between such persons and any person with respect
to any securities of Pilgrim's Pride, including but not limited to, transfer or
voting of any of the securities of Pilgrim's Pride, joint ventures, loan or
option arrangements, puts or calls, guarantees or profits, division of profits
or loss, or the giving or withholding of proxies or a pledge or contingency the
occurrence of which would give another person voting power over the securities
of Pilgrim's Pride.
CUSIP No. 721467207 - Class A Common Stock Page 6 of 6
721467108 - Class B Common Stock
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Schedule I.
2. Stock Purchase Agreement dated as of June 7, 2003 between
ConAgra Foods, Inc. and Pilgrim's Pride Corporation.(1)
3. Form of Share Voting Agreement dated as of June 7, 2003
between ConAgra Foods, Inc., Pilgrim's Pride Corporation,
Pilgrim Interests, Ltd., Lonnie A. Pilgrim and Lonnie K.
Pilgrim.(2)
4. Form of Registration Rights and Transfer Restriction Agreement
between ConAgra Foods, Inc., Pilgrim's Pride Corporation,
Lonnie A. Pilgrim and Lonnie K. Pilgrim.(3)
_________________________
(1) Incorporated by reference from Exhibit 99.2 to Pilgrim's Pride Current
Report on Form 8-K dated June 7, 2003.
(2) Incorporated by reference from Exhibit 99.12 to Pilgrim's Pride Current
Report on Form 8-K dated June 7, 2003.
(3) Incorporated by reference from Exhibit 99.9 to Pilgrim's Pride Current
Report on Form 8-K dated June 7, 2003.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the above information set forth in this Schedule 13D is true,
complete and correct.
DATED this 16th day of June, 2003.
CONAGRA FOODS, INC.
By: /s/ J.P. O'Donnell
---------------------------
J.P. O'Donnell
Executive Vice President,
Chief Financial Officer and
Corporate Secretary
EXHIBIT INDEX
Exhibit Description
Exhibit 1 Schedule I
Exhibit 2 Stock Purchase Agreement dated as of June 7, 2003 between
ConAgra Foods, Inc. and Pilgrim's Pride Corporation.(1)
Exhibit 3 Form of Share Voting Agreement dated as of June 7, 2003
between ConAgra Foods, Inc., Pilgrim's Pride Corporation,
Pilgrim Interests, Ltd., Lonnie A. Pilgrim and Lonnie K.
Pilgrim.(2)
Exhibit 4 Form of Registration Rights and Transfer Restriction Agreement
between ConAgra Foods, Inc., Pilgrim's Pride Corporation,
Lonnie A. Pilgrim and Lonnie K. Pilgrim.(3)
_______________________
(1) Incorporated by reference from Exhibit 99.2 to Pilgrim's Pride Current
Report on Form 8-K dated June 7, 2003.
(2) Incorporated by reference from Exhibit 99.12 to Pilgrim's Pride Current
Report on Form 8-K dated June 7, 2003.
(3) Incorporated by reference from Exhibit 99.9 to Pilgrim's Pride Current
Report on Form 8-K dated June 7, 2003.
SCHEDULE I
ConAgra Foods, Inc.'s ("ConAgra Foods") executive officers and
directors (the "Individuals") and the information required by Item 2 of Schedule
13D are listed below, along with the offices held by such Individual. Unless
otherwise indicated, the business address for each Individual is c/o ConAgra
Foods, Inc., One ConAgra Drive, Omaha, Nebraska 68102. Each Individual is a U.S.
citizen.
Bruce C. Rohde Chairman of the Board and
One ConAgra Drive Chief Executive Officer of ConAgra Foods
Omaha, NE 68102
James P. O'Donnell Executive Vice President, Chief
One ConAgra Drive Financial Officer and Corporate
Omaha, NE 68102 Secretary of ConAgra Foods
Dwight J. Goslee Executive Vice President,
One ConAgra Drive Operations Control and
Omaha, NE 68102 Development of ConAgra Foods
Jay D. Bolding Senior Vice President and
One ConAgra Drive Corporate Controller of ConAgra Foods
Omaha, NE 68102
David H. Batchelder Director of ConAgra Foods
Relational Investors LLC
11975 El Camino Real, Suite 300
San Diego, CA 92130
Mogens Bay Director of ConAgra Foods
Valmont Industries, Inc.
One Valmont Plaza
Omaha, NE 68154
Howard G. Buffett Director of ConAgra Foods
407 Southmoreland Place
Decatur, IL 62521
Stephen G. Butler Director of ConAgra Foods
3108 West 117th Street
Leawood, KS 66211
John T. Chain, Jr. Director of ConAgra Foods
2101 Indian Creek Drive
Fort Worth, TX 76107
Alice B. Hayes Director of ConAgra Foods
University of San Diego
5998 Alcala Park
San Diego, CA 92110-2492
W.G. Jurgensen Director of ConAgra Foods
Nationwide Insurance Enterprise
One Nationwide Plaza
Columbus, OH 43215
Robert A. Krane Director of ConAgra Foods
11 Polo Field Lane
Denver, CO 80209
Mark Rauenhorst Director of ConAgra Foods
Opus Corporation
10350 Bren Road West
Minnetonka, MN 55343-9002
Carl E. Reichardt Director of ConAgra Foods
Wells Fargo Bank
420 Montgomery Street, 12th Floor
San Francisco, CA 94104
Ronald W. Roskens Director of ConAgra Foods
Global Connections, Inc.
412 North 85th Street
Omaha, NE 68114
Kenneth E. Stinson Director of ConAgra Foods
Kiewit Construction Group, Inc.
1000 Kiewit Plaza
Omaha, NE 68131