SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): July 26, 2004
PILGRIM’S PRIDE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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1-9273 |
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75-1285071 |
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(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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110 South Texas Street
Pittsburg, Texas |
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75686-0093 |
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(Address of Principal Executive Offices) |
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(ZIP Code) |
Registrant’s telephone number, including area code: (903) 855-1000
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |
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q Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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q Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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q Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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q Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
On September 7, 2004, Grupo Pilgrim's Pride Funding S. de R.L. de C.V., a subsidiary of Pilgrim's Pride Corporation, entered into an amendment to its credit agreement with Comerica Bank and Comerica Bank Mexico, S.A., Institution De Banca Multiple. Pursuant to the amendment, the maturity date of the credit facility was extended from September 7, 2004 to December 7, 2004.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit
Number Description
10.1 Fifth Amendment to Revolving Credit Agreement made as of September 7, 2001, by and among Grupo Pilgrim’s Pride Funding S. de R.L. de C.V., Comerica Bank and Comerica Bank Mexico, S.A., Institucion de Banca Multiple dated as of September 7, 2004.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PILGRIM'S PRIDE CORPORATION
Date: September 10, 2004 &nbs
p; By: /s/ Richard A. Cogdill
Richard A. Cogdill
Executive Vice President, Chief Financial Officer,
Secretary and Treasurer
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| Exhibit Index
Exhibit
Number Description
10.1 Fifth Amendment to Revolving Credit Agreement made as of September 7, 2001, by and among Grupo Pilgrim’s Pride Funding S. de R.L. de C.V., Comerica Bank and Comerica Bank Mexico, S.A., Institucion de Banca Multiple dated as of September 7, 2004.
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| Exhibit 10.1
FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
This Amendment is entered into as of the 7th day of September, 2004, by and between GRUPO PILGRIM’S PRIDE FUNDING S. de R.L. de C.V., a Sociedad de Responsabilidad Limitada de Capital Variable duly organized and validly existing under the laws of the United Mexican States ("Mexico"), having its corporate domicile in Queretaro, Mexico ("Company" or "Borrower"), COMERICA BANK ("Comerica"), a banking corporation duly organized and validly existing under the laws of the State of Michigan, of Detroit, Michigan and COMERICA BANK MEXICO, S.A., INSTITUCIÓN DE BANCA M#@*#218;LTIPLE a banking institution organized and existing under the laws of Mexico ("CBM;" collectively with Comerica, the "Bank").
Recitals:
A. On or about September 7, 2001, the parties entered into a certain Revolving Credit Agreement, as same has been amended from time to time (the "Loan Agreement").
B. The parties desire to amend the Loan Agreement as set forth herein.
NOW THEREFORE, for good and valuable consideration, the parties agree as follows:
1. The definition of "Maturity Date" set forth in Article I of the Loan Agreement shall be deleted in its entirety and replaced with the following:
""Maturity Date" shall mean December 7, 2004."
2. Except as expressly provided in this Amendment, the parties acknowledge that the Loan Agreement is in full force and effect and Borrower acknowledges that there are no defenses or setoffs to any of Borrower’s obligations under the Loan Agreement as of the date hereof.
3. Borrower certifies that no default or Event of Default (as defined in the Loan Agreement) has occurred and is continuing.
4. Borrower and Guarantors (as defined in the Loan Agreement) represent and warrant that each of its authority documents (as identified in Section 4.2 and 4.3 of the Loan Agreement) delivered to Bank in connection with the Loan Agreement, are in full force and effect.
5. If any provision of this Amendment shall be held invalid or unenforceable, such invalidity or unenforceability shall affect only such provision and shall not in any manner affect or render invalid or unenforceable any other provision of this Amendment, and this Amendment shall be enforced as if any such invalid or unenforceable provision were not contained herein.
6. Except as specifically amended hereby, the Loan Agreement shall remain unchanged and shall be in full force and effect, enforceable in accordance with its terms.
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7. Capitalized terms not defined herein, shall have the meaning(s) set forth in the Loan Agreement.
[signatures on the following page]
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| WITNESS the due execution hereof as of the day and year first above written.
COMERICA BANK GRUPO PILGRIM’S PRIDE FUNDING, S.
de RL, de C.V.
By: /s/ Orlando Velez By: /s/ Richard A. Cogdill
Its: Vice President Its: Attorney-In-Fact
Richard A. Cogdill
By: /s/ Alejandro Mann
International Dept. - Latin Group Its: Attorney-In-Fact
500 Woodward Ave. Avenida 5 de Febrero No. 1408
Detroit, Michigan 48226-3330 Queretaro, Queretaro, Mexico
Facsimile: __________________ Facsimile: 011 52 442 238-3565
Attn: Alejandro Mann
Comerica Bank Mexico, S.A.
By: /s/ Orlando Velez
Its: Apoderado
Edificio Forum
Andres Bello #10, Piso 17
Colonia Chapultepec Polanco
Mexico, D.F. 11560
Facsimile: 011-52-555-279-7318
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ACKNOWLEDGEMENT
The undersigned, Guarantors and Credit Parties hereby: (i) acknowledge and consent to the execution, delivery and performance of this Amendment; (ii) confirm the truth and validity of the representations and warranties set forth herein, to the extent such representations and warranties pertain to the undersigned, respectively; (iii) ratify and agree to perform the covenants and agreements set forth in this Amendment, to the extent such covenants and agreements specifically pertain to the undersigned, respectively; and (iv) acknowledge and reaffirm the obligations under any Guaranty or guaranty agreement (fianza solidaria) given by it to the Bank in connection with the Loan Agreement, as amended.
| GRUPO PILGRIM’S PRIDE FUNDING | COMERCIALIZADORA DE CARNES DE |
| HOLDINGS, S. de R.L. de C.V. | MEXICO, S.A. de C.V. formerly known as AVICOLA PILGRIM’S PRIDE de MEXICO, S.A. de C.V. |
By: /s/ Richard A. Cogdill By: /s/ Richard A. Cogdill
Its: Attorney-In-Fact Its: Attorney-In-Fact
By: /s/ Alejandro Mann By: /s/ Alejandro Mann
Its: Attorney-In-Fact Its: Attorney-In-Fact
Address: Same as Borrower Address: Same as Borrower
PILGRIM’S PRIDE, S.A. de C.V. PILGRIM’S PRIDE CORPORATION
By: /s/ Richard A. Cogdill By: /s/ Richard A. Cogdill
Its: Attorney-In-Fact Its: CFO
Address:
By: /s/ Alejandro Mann 110 South Texas Street
Pittsburg, Texas 75686
Its: Attorney-In-Fact Facsimile: 001 903 856 7505
Address: Same as Borrower Attn: Rick Cogdill
[acknowledgement continued on the following page]
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INCUBADORA HIDALGO, S.A. de C.V. SERVICIOS ADMINISTRATIVOS
PILGRIMS PRIDE, S.A. de C.V.
By: /s/ Richard A. Cogdill By: /s/ Richard A. Cogdill
Its: Attorney-In-Fact Its: Attorney-In-Fact
By: /s/ Alejandro Mann By: /s/ Alejandro Mann
Its: Attorney-In-Fact Its: Attorney-In-Fact