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): July 20, 1999
PILGRIM'S PRIDE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-9273 75-1285071
(State or other jurisdiction of incorporation) (Commission File No.) (IRS Employer Identification No.)
110 South Texas Street 75686-0093
Pittsburg, Texas (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (903) 855-1000
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Item 5. Other Events
On July 20, 1999, (i) the stockholders of Pilgrim's Pride Corporation (the
"Company") approved an amendment (the "Amendment") to the Company's Certificate
of Incorporation which would permit dividends of either Class A Common Stock,
par value $.01 per share, of the Company (the "Class A Common Stock") or Class B
Common Stock, par value $.01 per share, of the Company (the "Class B Common
Stock" and, together with the Class A Common Stock, the "Common Stock"), as
specified by the Board of Directors of the Company, to holders of the Company's
Class B Common Stock and (ii) the Company filed a Certificate of Amendment to
its Certificate of Incorporation with the Secretary of State of the State of
Delaware effecting the Amendment.
Subject to the filing and effectiveness of the Certificate of Amendment, the
Board of Directors of the Company had previously declared a dividend of one
share of Class A Common Stock for every two shares of Class B Common Stock to
stockholders of record of the Class B Common Stock issued and outstanding at the
close of business on July 20, 1999. The dividend is payable on July 30, 1999.
As described below, the Class A Common Stock has substantially the same
rights, powers and limitations as the Class B Common Stock, except that each
share of Class B Common Stock entitles the holder thereof to 20 votes except as
otherwise provided by law.
The following summary of the Common Stock should be read in conjunction with,
and is qualified in its entirety by reference to, the Company's Certificate of
Incorporation, as amended.
Identical Rights. Except as otherwise expressly provided in the Company's
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Certificate of Incorporation, as amended, which is included as an exhibit hereto
and incorporated by reference herein, 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
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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 either Class A Common
Stock or Class B Common Stock, as may be specified by the Board of Directors, 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. Except as expressly provided above, the Company will not
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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,
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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
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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,
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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
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the Company will not be entitled to preemptive or subscription rights or to
cumulative voting.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
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Exhibit
Number Description
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4 -- Certificate of Amendment to Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 1 of the Company's
Form 8-A, filed with the Securities and Exchange Commission on July
20, 1999).
20 -- Press Release of the Company (filed herewith).
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 hereunto duly authorized.
PILGRIM'S PRIDE CORPORATION
Date: July 20, 1999 By: / s / Richard A. Cogdill
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Richard A. Cogdill
Executive Vice President, Chief Financial
Officer, Secretary and Treasurer
EXHIBIT INDEX
Exhibit
Number Description
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4 -- Certificate of Amendment to Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 1 of the Company's
Form 8-A, filed with the Securities and Exchange Commission on July
20, 1999).
20 -- Press Release of the Company (filed herewith).