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)
COMMON STOCK
(Title of Class of Securities)
721467108
(CUSIP Number)
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)
November 24, 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. 721467108 Page 2 of 6
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
Number of Shares (7) Sole Voting Power: 25,443,054
Beneficially (8) Shared Voting Power: 0
Owned by Each (9) Sole Dispositive Power: 25,443,054
Reporting Person (10) Shared Dispositive Power: 0
With
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
25,443,054 shares
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):
38.2%
14) Type of Reporting Person (See Instructions):
CO
CUSIP No. 721467108 Page 3 of 6
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D ("Schedule 13D") relates to Common Stock,
par value $.01 per share (the "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 Schedule 13D is being filed by ConAgra Foods, Inc., a Delaware
corporation ("ConAgra Foods"). The address of ConAgra Foods' principal executive
offices is One ConAgra Drive, Omaha, Nebraska 68102. ConAgra Foods is a leading
packaged food company, serving consumer grocery retailers as well as restaurants
and other 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
On November 24, 2003, Pilgrim's Pride acquired the chicken business (the
"Acquired Business") of ConAgra Foods through the acquisition (the
"Acquisition") contemplated by the Stock Purchase Agreement, dated as of June 7,
2003, as amended, between ConAgra Foods and Pilgrim's Pride (the "Purchase
Agreement"). The Acquired Business was wholly-owned by ConAgra Foods. In the
Acquisition, ConAgra Foods received cash and 25,443,054 shares of Common Stock,
pursuant to the terms and conditions described in the Purchase Agreement.
On November 21, 2003, Pilgrim's Pride reclassified its former Class A
Common Stock, par value $.01 per share (the "Class A Common Stock"), and former
Class B Common Stock, par value $.01 per share (the "Class B Common Stock"),
into the Common Stock. The Common Stock issued to ConAgra Foods pursuant to the
Purchase Agreement is entitled to one vote per share. Each share of Class A
Common Stock and Class B Common Stock that was reclassified into one share of
Common Stock is entitled to cast twenty votes on all matters submitted to a vote
of Pilgrim's Pride stockholders, until there is a change in the beneficial
ownership of such share. Accordingly, the 25,443,054 shares of Common Stock held
by ConAgra Foods represent approximately 38.2% of Pilgrim's Pride's total equity
as of November 24, 2003, and approximately 3.0% of Pilgrim's Pride's total
outstanding votes.
CUSIP No. 721467108 Page 4 of 6
Registration Rights and Transfer Restriction Agreement
Pilgrim's Pride, Lonnie A. Pilgrim and Lonnie K. Pilgrim are party to a
Registration Rights and Transfer Restriction Agreement with ConAgra Foods (the
"Registration Rights Agreement") that was entered into in connection with the
closing of the Acquisition. The Registration Rights Agreement requires Pilgrim's
Pride to register shares of Common Stock 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 Pride, 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 and the
Registration Rights Agreement are qualified in their entirety by references to
copies of the Purchase Agreement and the form of the Registration Rights
Agreement, which are incorporated into this Schedule 13D by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) ConAgra Foods is the beneficial owner of an aggregate of 25,443,054
shares of Common Stock constituting approximately 38.2% of the outstanding
Common Stock (based on 13,523,429 shares of Class A Common Stock and 27,589,250
shares of Class B Common Stock outstanding on November 17, 2003, as provided in
the Pilgrim's Pride annual report on Form 10-K for the year ended September 27,
2003, plus 25,443,054 shares of Common Stock issued to ConAgra Foods on November
24, 2003).
(b) The table below summarizes the number of shares of Common Stock over
which ConAgra Foods has sole voting and dispositive power and shared voting and
dispositive power.
===============================================================================
Voting Dispositive
- -------------- -------------- -------------- --------------------
Sole Shared Sole Shared
- -------------- -------------- -------------- --------------------
25,443,054 0 25,443,054 0
===============================================================================
(c) See Item 4 above.
(d) Not Applicable.
(e) Not Applicable.
CUSIP No. 721467108 Page 5 of 6
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.
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. Amendment No. 1 to Stock Purchase Agreement, dated as of August 11,
2003, between ConAgra Foods, Inc. and Pilgrim's Pride Corporation.2
4. Amendment No. 2 to Stock Purchase Agreement, dated as of August 20,
2003, between ConAgra Foods, Inc. and Pilgrim's Pride Corporation.3
5. Form of Registration Rights and Transfer Restriction Agreement between
ConAgra Foods, Inc., Pilgrim's Pride Corporation, Lonnie A. Pilgrim
and Lonnie K. Pilgrim.4
- ------------
1 Incorporated by reference from Exhibit 99.2 to Pilgrim's Pride's Current
Report on Form 8-K dated June 7, 2003.
2 Incorporated by reference from Exhibit 10.1 to Pilgrim's Pride's Current
Report on Form 8-K dated August 11, 2003.
3 Incorporated by reference from Annex F to Pilgrim's Pride's Proxy Statement
for the Special Meeting of Stockholders held on November 20, 2003.
4 Incorporated by reference from Exhibit 99.9 to Pilgrim's Pride's Current
Report on Form 8-K dated June 7, 2003.
CUSIP No. 721467108 Page 6 of 6
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 24th day of November, 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 Amendment No. 1 to Stock Purchase Agreement, dated as of August 11,
2003, between ConAgra Foods, Inc. and Pilgrim's Pride Corporation. 2
Exhibit 4 Amendment No. 2 to Stock Purchase Agreement, dated as of August 20,
2003, between ConAgra Foods, Inc. and Pilgrim's Pride Corporation. 3
Exhibit 5 Form of Registration Rights and Transfer Restriction Agreement
between ConAgra Foods, Inc., Pilgrim's Pride Corporation, Lonnie A.
Pilgrim and Lonnie K. Pilgrim. 4
- --------
1 Incorporated by reference from Exhibit 99.2 to Pilgrim's Pride's Current
Report on Form 8-K dated June 7, 2003.
2 Incorporated by reference from Exhibit 10.1 to Pilgrim's Pride's Current
Report on Form 8-K dated August 11, 2003.
3 Incorporated by reference from Annex F to Pilgrim's Pride's Proxy Statement
for the Special Meeting of Stockholders held on November 20, 2003.
4 Incorporated by reference from Exhibit 99.9 to Pilgrim's Pride's 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. 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
One ConAgra Drive
Omaha, NE 68102
Mogens Bay Director of ConAgra Foods
One ConAgra Drive
Omaha, NE 68102
Howard G. Buffett Director of ConAgra Foods
One ConAgra Drive
Omaha, NE 68102
Stephen G. Butler Director of ConAgra Foods
One ConAgra Drive
Omaha, NE 68102
John T. Chain, Jr. Director of ConAgra Foods
One ConAgra Drive
Omaha, NE 68102
Alice B. Hayes Director of ConAgra Foods
One ConAgra Drive
Omaha, NE 68102
W.G. Jurgensen Director of ConAgra Foods
One ConAgra Drive
Omaha, NE 68102
Robert A. Krane Director of ConAgra Foods
One ConAgra Drive
Omaha, NE 68102
Mark Rauenhorst Director of ConAgra Foods
One ConAgra Drive
Omaha, NE 68102
Carl E. Reichardt Director of ConAgra Foods
One ConAgra Drive
Omaha, NE 68102
Ronald W. Roskens Director of ConAgra Foods
One ConAgra Drive
Omaha, NE 68102
Kenneth E. Stinson Director of ConAgra Foods
One ConAgra Drive
Omaha, NE 68102