UNITED
STATES
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): November 4,
2008
PILGRIM'S
PRIDE CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
Delaware
60; 1-9273 75-1285071
(State or Other
Jurisdiction (Commission (IRS
Employer
of
Incorporation)
File
Number) Identification
No.)
4845 US Highway 271
N.
Pittsburg,
Texas 75686-0093
(Address of
Principal Executive
Offices) (ZIP
Code)
Registrant's
telephone number, including area code: (903) 434-1000
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
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:
q Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
q Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
q
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
q
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
November 7, 2008, the Board of
Directors of Pilgrim's Pride Corporation (the "Company") appointed William K.
Snyder as Chief Restructuring Officer of the Company. As Chief
Restructuring Officer, Mr. Snyder will assist the Company in capitalizing
on cost reduction initiatives, developing restructuring plans and exploring
opportunities to improve its long-term liquidity. He will report to
the Board of Directors of the Company or a committee of the Board.
Mr. Snyder, 49, has served as a Managing Partner of CRG
Partners Group, LLC
("CRG"), a provider of
corporate turnaround and restructuring services, since 2001. Mr. Snyder will continue to be employed by CRG and will
perform service as Chief
Restructuring Officer of
the Company through CRG. As a result, Mr. Snyder will not receive any
compensation directly from the Company and will not participate in any of the
Company's employee benefits plans. The Company will instead
compensate CRG for Mr. Snyder's services at a rate of $550 per
hour.
Mr. Snyder has extensive
experience in managing and restructuring companies in distressed circumstances.
In connection with his position as
Managing Partner of CRG, Mr. Snyder has served as court-appointed examiner of
Mirant Corp., an energy company, Corporate Responsible Partner of Furrs
Restaurant Group Inc., a chain of cafeterias, Chief Financial Officer of Reliant
Building Products Inc., a building products manufacturer, and as a senior
executive officer of a number of private companies. Previously, Mr. Snyder was
president of his own financial consulting company, The Snyder Company, where he
managed family investments that included operating companies, limited
partnerships and securities.
Item
5.04. Suspension of Trading Under Registrant's Employee Benefit
Plans.
On
November 4, 2008, the Company sent a notice to employees advising them that
any matching contributions to the
Pilgrim's Pride Retirement Savings Plan (the "Plan") that employees had previously elected to be
invested in Company
common stock will be
automatically invested in the Plan's default investment option unless a
Company
employee elects a different
investment. A
similar notice was sent to the Company’s directors and executive officers on
November 10, 2008 as a precautionary measure. Company employees
are still able to sell
Company common
stock previously credited
to their Plan accounts and reinvest the sales proceeds in the other investment
options offered under the Plan at their discretion. While the change was made, in part, due
to the recent volatility of the stock price, the suspension will be
permanent. Because the suspension will be permanent, it will have no
effect or any other restriction on the ability of directors and executive
officers to directly or indirectly acquire, dispose of or transfer any equity
securities of the Company, although all such persons are subject to the
restrictions on trading in Company securities under the Company's insider
trading policy. The notices to employees, directors and executive
officers designated the Employee Benefits Department, at the address and
telephone number contained in the notices, as the contact for inquiries about
the matters covered by the notices.
Item
7.01. Regulation FD Disclosure.
On
November 10, 2008, the Company issued a press release announcing the appointment
of Mr. Snyder as Chief
Restructuring Officer. A copy of the press release is
furnished pursuant to Regulation FD as Exhibit 99.1 to this report.
The
information contained in Item 7.01 of this report and in Exhibit 99.1 shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a
filing.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press release dated November 10,
2008
Signatures
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: November
10,
2008 By:
/s/ Richard A.
Cogdill
Richard A. Cogdill
Chief Financial Officer, Secretary and Treasurer
EXHIBIT
INDEX
Exhibit
Number Description
99.1 Press release dated November 10,
2008
EXHIBIT
99.1
PILGRIM'S
PRIDE CORPORATION APPOINTS
WILLIAM
K. SNYDER AS CHIEF RESTRUCTURING OFFICER
PITTSBURG,
Texas, November 10, 2008 – Pilgrim's Pride Corporation (NYSE: PPC) today
announced that it has appointed William K. Snyder, managing partner of CRG
Partners Group, LLC in Dallas, as chief restructuring officer. In
this new position, Mr. Snyder will assist the company in capitalizing on cost
reduction initiatives, developing restructuring plans and exploring
opportunities to improve its long-term liquidity. He will report to
the board of directors of Pilgrim’s Pride or a committee of the
board.
“William
is a seasoned veteran with more than 25 years of experience in helping companies
in a wide variety of industries – including foodservice, restaurants and
retailing – realign their businesses to meet new challenges,” said Clint Rivers,
president and chief executive officer. “He will play an integral role
in working with our outside advisors and lenders on a business and restructuring
plan that addresses the financial and operational challenges currently facing
Pilgrim’s Pride.”
About
Pilgrim’s Pride
Pilgrim's
Pride Corporation is the largest chicken company in the United States and Puerto
Rico and the second-largest in Mexico. Pilgrim's Pride employs approximately
50,000 people and operates 35 chicken processing plants and 11 prepared-foods
facilities. Pilgrim's Pride products are sold to foodservice, retail and frozen
entree customers. The Company's primary distribution is through retailers,
foodservice distributors and restaurants throughout the United States and Puerto
Rico and in the Northern and Central regions of Mexico. For more information,
please visit http://www.pilgrimspride.com.
Forward-Looking
Statements
Statements contained in this press
release that state the intentions, plans, hopes, beliefs, anticipations,
expectations or predictions of the future of Pilgrim's Pride Corporation and its
management, including as to anticipated hedging gains or losses and changes in
pricing, demand and market conditions for chicken products and profitability,
are forward-looking statements. It is important to note that the actual results
could differ materially from those projected in such forward-looking
statements. Factors that could cause actual results to differ
materially from those projected in such forward-looking statements include:
matters affecting the poultry industry generally, including fluctuations in the
commodity prices of feed ingredients and chicken; compliance with covenants in
credit facilities in a volatile and adverse market; additional outbreaks of
avian influenza or other diseases, either in our own flocks or elsewhere,
affecting our ability to conduct our operations and/or demand for our poultry
products; contamination of our products, which has previously and can in the
future lead to product liability claims and product recalls; exposure to risks
related to product liability, product recalls, property damage and injuries to
persons, for which insurance coverage is expensive, limited and potentially
inadequate; management of our cash resources, particularly in light of our
substantial leverage; restrictions imposed by, and as a result of, our
substantial leverage; changes in laws or regulations affecting our operations or
the application thereof; new immigration legislation or
increased enforcement efforts in connection with existing immigration
legislation that cause our costs of doing business to increase, cause us to
change the way in which we do business, or otherwise disrupt our operations;
competitive factors and pricing pressures or the loss of one or more of our
largest customers; inability to consummate, or effectively integrate, any
acquisition or realize the associated cost savings and operating
synergies currently anticipated; currency exchange rate fluctuations, trade
barriers, exchange controls, expropriation and other risks associated with
foreign operations; disruptions in international markets and distribution
channels; and the impact of uncertainties of litigation as well as other risks
described under "Risk Factors" in our Annual Report on Form 10-K and subsequent
filings with the Securities and Exchange Commission. Pilgrim's Pride Corporation
undertakes no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise.
Contact: Gary Rhodes
Vice President, Corporate Communications
& Investor Relations
(903) 434-1495