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): June 30, 1998
PILGRIM'S PRIDE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-9273 75-1285071
(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 June 30, 1998, (i) the stockholders of Pilgrim's Pride Corporation (the
"Company") approved an amendment (the "Amendment") to the Company's Certificate
of Incorporation which would reclassify the Company's common stock, par value
$.01 per share, outstanding immediately prior to the filing of the Certificate
of Amendment to its Certificate of Incorporation with the Secretary of State of
Delaware effecting the Amendment (the "Former Common Stock") as Class B Common
Stock, par value $.01 per share (the "Class B Common Stock"), authorize a new
Class A Common Stock, par value $.01 per share (the "Class A Common Stock" and,
together with the Class B Common Stock, the "Common Stock"), increase the
number of shares of the Company's authorized capital stock and establish the
rights, powers and limitations of the Class A Common Stock and the Class B
Common Stock, and (ii) the Company filed a Certificate of Amendment to its
Certificate of Incorporation with the Secretary of State of Delaware effecting
the Amendment. The Company's authorized capital stock now consists of
5,000,000 shares of preferred stock, par value $.01 per share (the "Preferred
Stock"), 100,000,000 shares of Class A Common Stock and 60,000,000 shares of
Class B Common Stock.
Under the Amendment, each outstanding share of the Company's Former Common
Stock was reclassified into one share of Class B Common Stock. The Class B
Common Stock has substantially the same rights, powers and limitations of the
Former Common Stock, except that each share of Class B Common Stock entitles
the holder thereof to 20 votes except as otherwise provided by law. As more
fully described below and in the Certificate of Amendment attached hereto as
Exhibit 4 and incorporated herein by reference, each share of the new Class A
Common Stock will be substantially identical to the shares of Class B Common
Stock, except that each share of Class A Common Stock will entitle the holder
thereof to one vote on any matter submitted for a stockholder vote.
The following summary of the Common Stock should be read in conjunction
with, and is qualified in its entirety by reference to, the Certificate of
Amendment.
IDENTICAL RIGHTS. Except as otherwise expressly provided in the Company's
Certificate of Incorporation, as amended, all shares of the Common Stock will
be identical and will entitle the holders of the Common Stock to the same
rights and privileges.
DIVIDENDS. Subject to the prior rights and preferences of the Preferred
Stock, if any, the holders of record of the Common Stock will be entitled to
receive such dividends as may be declared by the Board of Directors out of any
funds of the Company, except that (i) if dividends are declared that are
payable in shares of Common Stock, such stock dividends will be payable at the
same rate on each class of Common Stock and will be payable in shares of Class
A Common Stock to holders of Class A Common Stock and in shares of Class B
Common Stock to holders of Class B Common Stock and (ii) if dividends are
declared that are payable in shares of common stock of another company, then
such shares may differ as to voting rights to the extent that voting rights
differ among the Class A Common Stock and the Class B Common Stock.
STOCK SPLITS. The Company will not subdivide, by stock split,
reclassification, stock dividend, recapitalization or other subdivision, or
combine the outstanding shares of one class of Common Stock unless the
outstanding shares of both classes of Common Stock are capable of being
proportionately subdivided or combined.
LIQUIDATION RIGHTS. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Company, after
distribution in full of the preferential amounts, if any, to be distributed to
the holders of shares of the Preferred Stock or any series thereof, the holders
of shares of the Common Stock shall be entitled to receive all of the remaining
assets of the Company available for distribution to its stockholders, ratably
in proportion to the number of shares of the Common Stock held by them. A
liquidation, dissolution or winding-up of the Company, as such terms are used
herein, will not be deemed to be occasioned by or to include any consolidation
or merger of the Company with or into any other company or companies or other
entity or a sale, lease, exchange or conveyance of all or a part of the assets
of the Company.
VOTING RIGHTS. The holders of shares of the Class A Common Stock and the
Class B Common Stock will vote as a single class on all matters submitted to a
vote of the stockholders, with each share of Class A Common Stock entitled to 1
vote and each share of Class B Common Stock entitled to 20 votes, except as
otherwise provided by law.
CONSIDERATION ON MERGER, CONSOLIDATION, BUSINESS COMBINATION. In any merger,
consolidation or business combination, the consideration to be received per
share by the holders of Class A Common Stock and Class B Common Stock will be
identical for each class of stock, except that in any such transaction in which
shares of common stock are to be distributed, such shares may differ as to
voting rights to the extent that voting rights differ among the Class A Common
Stock and the Class B Common Stock.
PREEMPTIVE RIGHTS; SUBSCRIPTION RIGHTS; CUMULATIVE VOTING. Stockholders of
the Company will not be entitled to preemptive or subscription rights or to
cumulative voting.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
4 -- Certificate of Amendment of Certificate of Incorporation of the
Company.
20 -- Press Release of the Company, dated June 30, 1998.
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: June 30, 1998 By: /S/ RICHARD A. COGDILL
Richard A. Cogdill
Executive Vice President, Chief Financial Officer, Secretary and
Treasurer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
4 -- Certificate of Amendment of Certificate of Incorporation of
the Company.
20 -- Press Release of the Company, dated June 30, 1998.
EXHIBIT 4
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
PILGRIM'S PRIDE CORPORATION
Pilgrim's Pride Corporation, a corporation organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify that:
() The amendment to the Corporation's Certificate of Incorporation set
forth below was duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware.
() Article Fourth of the Corporation's Certificate of Incorporation is
amended to read in its entirety as follows:
"FOURTH:
AUTHORIZED SHARES
The total number of shares of stock which the Corporation shall
have authority to issue is 165,000,000 shares, consisting of the
following:
(1) 100,000,000 shares of Class A common stock, par value
$.01 per share (the "Class A Common Stock");
(2) 60,000,000 shares of Class B common stock, par value
$.01 per share (the "Class B Common Stock" and, together with
the Class A Common Stock, the "Common Stock"); and
(3) 5,000,000 shares of preferred stock, par value $.01
per share (the "Preferred Stock").
Upon the filing of this Certificate of Amendment of Certificate of
Incorporation with the Secretary of State of the State of Delaware
(the "Effective Time"), and without any further action on the part
of the Corporation or its stockholders, each share of the
Corporation's common stock, par value $.01 per share, issued and
outstanding immediately prior to the Effective Time (the "Existing
Common Stock"), including shares held in the treasury of the
Corporation, shall be automatically reclassified, changed, and
converted into one fully paid and nonassessable share of Class B
Common Stock, par value $.01 per share. Any stock certificate that,
immediately prior to the Effective Time, represents shares of the
Existing Common Stock will, from and after the Effective Time,
automatically and without the necessity of presenting the same for
exchange, represent that number of shares of Class B Common Stock
equal to the number of shares of the Existing Common Stock
represented by such certificate prior to the Effective Time.
DESIGNATIONS, PREFERENCES, ETC. OF THE CAPITAL STOCK
The designations, preferences, powers, qualifications, and special
or relative rights or privileges of the capital stock of the
Corporation shall be as set forth below.
COMMON STOCK
(1) IDENTICAL RIGHTS. Except as herein otherwise expressly
provided, all shares of Common Stock shall be identical and shall
entitle the holders thereof to the same rights and privileges.
(2) DIVIDENDS ON THE COMMON STOCK.
() Subject to the prior rights and preferences, if any,
applicable to shares of the Preferred Stock or any series
thereof, the holders of shares of Common Stock shall be
entitled to receive such dividends (payable in cash, stock, or
otherwise) as may be declared thereon by the Corporation's
board of directors (the "Board of Directors") at any time and
from time to time out of any funds of the Corporation legally
available therefor, except that (i) if dividends are declared
that are payable in shares of Common Stock, then such stock
dividends shall be payable at the same rate on each class of
Common Stock and shall be payable only in shares of Class A
Common Stock to holders of Class A Common Stock and in shares
of Class B Common Stock to holders of Class B Common Stock and
(ii) if dividends are declared that are payable in shares of
common stock of another corporation, then such shares may
differ as to voting rights to the extent that voting rights
now differ among the Class A Common Stock and the Class B
Common Stock.
(b) Dividends payable under this subparagraph (2) shall be
paid to the holders of record of the outstanding shares of
Common Stock as their names shall appear on the stock register
of the Corporation on the record date fixed by the Board of
Directors in advance of declaration and payment of each
dividend. Any shares of Common Stock issued as a dividend
pursuant to this subparagraph (2) shall, when so issued, be
duly authorized, validly issued, fully paid and non-
assessable, and free of all liens and charges.
(c) Notwithstanding anything contained herein to the
contrary, no dividends on shares of Common Stock shall be
declared by the Board of Directors or paid or set apart for
payment by the Corporation at any time that such declaration,
payment or setting apart is prohibited by applicable law.
(3) STOCK SPLITS RELATING TO THE COMMON STOCK. The Corporation
shall not in any manner subdivide (by any stock split,
reclassification, stock dividend, recapitalization or otherwise) or
combine the outstanding shares of one class of Common Stock unless
the outstanding shares of both classes of Common Stock shall be
proportionately subdivided or combined.
(4) LIQUIDATION RIGHTS OF THE COMMON STOCK. In the event of any
voluntary or involuntary liquidation, dissolution, or winding-up of
the Corporation, after distribution in full of the preferential
amounts, if any, to be distributed to the holders of shares of the
Preferred Stock or any series thereof, the holders of shares of
Common Stock shall be entitled to receive all of the remaining
assets of the Corporation available for distribution to its
stockholders, ratably in proportion to the number of shares of
Common Stock held by them. A liquidation, dissolution, or winding-
up of the Corporation, as such terms are used in this subparagraph
(4), shall not be deemed to be occasioned by or to include any
consolidation or merger of the Corporation with or into any other
corporation or corporations or other entity or a sale, lease,
exchange, or conveyance of all or a part of the assets of the
Corporation.
(5) VOTING RIGHTS OF THE COMMON STOCK.
(a) The holders of the Class A Common Stock and the Class
B Common Stock shall vote as a single class on all matters
submitted to a vote of the stockholders, with each share of
Class A Common Stock being entitled to one (1) vote and each
share of Class B Common Stock being entitled to twenty (20)
votes, except as otherwise provided by law.
(b) No holder of Common Stock shall be entitled to
preemptive or subscription rights.
(6) CONSIDERATION ON MERGER, CONSOLIDATION, ETC. In any
merger, consolidation, or business combination, the consideration to
be received per share by the holders of Class A Common Stock and
Class B Common Stock must be identical for each class of stock,
except that in any such transaction in which shares of common stock
are to be distributed, such shares may differ as to voting rights to
the extent that voting rights now differ among the Class A Common
Stock and the Class B Common Stock.
PREFERRED STOCK
Shares of the Preferred Stock may be issued from time to time in
one or more series, the shares of each series to have such voting
powers, full or limited, or no voting powers, and such designations,
preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, as
shall be stated and expressed in a resolution or resolutions
providing for the issue of such series adopted by the Board of
Directors of the Corporation. The Board of Directors of the
Corporation is hereby expressly authorized, subject to the
limitations provided by law, to establish and designate series of
the Preferred Stock, to fix the number of shares constituting each
series, and to fix the designations and the relative powers, rights,
preferences and limitations of the shares of each series and the
variations in the relative powers, rights, preferences and
limitations as between series, and to increase and to decrease the
number of shares constituting each series."
IN WITNESS WHEREOF, Pilgrim's Pride Corporation has caused this
Certificate to be executed by Lonnie A. Pilgrim, its authorized officer, on
this 30th day of June, 1998.
PILGRIM'S PRIDE CORPORATION
/ S / LONNIE A. PILGRIM
Lonnie
A. Pilgrim, Chairman of the Board of
Directors and Chief Executive Officer
EXHIBIT 20