UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PILGRIM'S PRIDE CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
721467108
(CUSIP Number)
Owen C. Johnson Guy Lawson
Executive Vice President, Organization and McGrath North Mullin
Administration 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)
December 13, 2004
(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.
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):
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: 15,443,054
Beneficially (8) Shared Voting Power: 0
Owned by Each (9) Sole Dispositive Power: 15,443,054
Reporting Person (10) Shared Dispositive Power: 0
With
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
15,443,054 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):
23.2%
14) Type of Reporting Person (See Instructions):
CO
ConAgra Foods, Inc. ("ConAgra Foods") makes this filing to amend certain
information previously reported by ConAgra Foods. This filing constitutes
Amendment No. 1 to the Statement on Schedule 13D of ConAgra Foods ("Amendment
No. 1"). ConAgra Foods amends such prior Schedule 13D reports with respect to
the Common Stock, par value $.01 per share (the "Common Stock"), of Pilgrim's
Pride Corporation ("Pilgrim's Pride") by adding the following information to the
items indicated:
ITEM 4. PURPOSE OF TRANSACTION
On December 7, 2004, ConAgra Foods entered into an underwriting agreement
(the "Underwriting Agreement") with Pilgrim's Pride and the underwriters named
therein, including Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, J.P. Morgan Securities Inc. and Lehman Brothers Inc. as the
representatives of the several underwriters (collectively, the "Underwriters"),
related to the offering (the "Secondary Public Offering") of 10,000,000 shares
of Common Stock by ConAgra Foods pursuant to an effective shelf registration
statement on Form S-3 (File No. 333-117472) previously filed with the Securities
and Exchange Commission. The Underwriters have an option to purchase a maximum
of 1,500,000 additional shares of Common Stock from ConAgra Foods to cover any
over-allotments.
The Underwriting Agreement provides for a purchase price of the Common
Stock of $29.50 per share and contains representations, warranties and
indemnities by Pilgrim's Pride and ConAgra Foods, and other provisions
customarily included in underwriting agreements relating to secondary public
offerings. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to the
Current Report on Form 8-K dated December 7, 2004 filed by Pilgrim's Pride with
the Securities and Exchange Commission and is incorporated herein by reference.
The closing of the Secondary Public Offering pursuant to the Underwriting
Agreement occurred on December 13, 2004. At the closing, ConAgra Foods sold
10,000,000 shares of Common Stock to the Underwriters and received aggregate
proceeds of $282,462,000. After giving effect to the sale of 10,000,000 shares
of Common Stock, ConAgra Foods owned 15,443,054 shares of Common Stock
representing approximately 23.2% of Pilgrim's Pride's total equity and
approximately 2.6% of Pilgrim's Pride's total outstanding votes (based on
66,555,773 shares of Common Stock outstanding on December 3, 2004 and, applying
the presumptions described in Article Four of the Pilgrim's Pride Certificate of
Incorporation, 595,348,066 votes entitled to be cast at the Pilgrim's Pride
annual meeting to be held on January 26, 2005 (the "2005 Annual Meeting"), as
provided in the Pilgrim's Pride proxy statement for the 2005 Annual Meeting).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) ConAgra Foods is the beneficial owner of an aggregate of
15,443,054 shares of Common Stock constituting approximately 23.2% of the
outstanding Common Stock (based on 66,555,773 shares of Common Stock outstanding
on December 3, 2004, as provided in the Pilgrim's Pride proxy statement for the
2005 Annual Meeting).
(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
------------------------------ -------------------------- ---------------------
15,443,054 0 15,443,054 0
============================== ========================== =====================
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
1. Underwriting Agreement dated December 7, 2004 incorporated by
reference from Exhibit 1.1 to Pilgrim's Pride Current Report on Form
8-K dated December 7, 2004.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the above information set forth in this Amendment No. 1 is true,
complete and correct.
DATED this 13th day of December, 2004.
CONAGRA FOODS, INC.
By: /s/ Owen C. Johnson
---------------------------------------
Owen C. Johnson
Executive Vice President,
Organization and Administration and
Corporate Secretary