SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14 (a) IF THE
SECURITIES EXCHANGE ACT OF 1934
[x] Filed by the registrant
[ ] Filed by a party other than the registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e) (2))
[x] Definitive Proxy Statement
[ ] Definitive Additional materials
[ ] Soliciting Material Pursuant to Rule 14a--11(c) or Rule 14a-12
PILGRIM'S PRIDE CORPORATION
_____________________________________________________________________________
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
_____________________________________________________________________________
(NAME OF PERSON{S} FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
[x] No Fee Required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title if each class of securities to which transaction applies:
_____________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_____________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
_____________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_____________________________________________________________________________
(5) Total fee paid:
_____________________________________________________________________________
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a) (2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
_____________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
_____________________________________________________________________________
(3) Filing Party:
_____________________________________________________________________________
(4) Date Filed:
_____________________________________________________________________________
PILGRIM'S PRIDE CORPORATION
110 SOUTH TEXAS STREET
PITTSBURG, TEXAS 75686
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD WEDNESDAY, FEBRUARY 3, 1999
The Annual Meeting of Stockholders of Pilgrim's Pride Corporation (the
"Company") will be held at the Company's headquarters building, 110 South Texas
Street, Pittsburg, Texas, Wednesday, February 3, 1999, at 11:00 a.m., local
time, to consider the following matters:
1. The election of ten Directors for the ensuing year;
2. The appointment of Ernst & Young LLP as the Company's independent
auditors for the fiscal year ending October 2, 1999; and
3. To transact such other business as may be properly brought before the
meeting or any adjournment. No other matters are expected to be voted
on at the meeting.
The Board of Directors has fixed the close of business on December 23,
1998, as the record date for determining stockholders of record entitled to
notice of, and to vote at, the meeting.
RICHARD A. COGDILL
Pittsburg, Texas EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER,
December 28, 1998 Secretary AND TREASURER
YOUR VOTE IS IMPORTANT!
PLEASE SIGN AND RETURN THE ACCOMPANYING PROXY.
<PAGE>
PILGRIM'S PRIDE CORPORATION
110 SOUTH TEXAS STREET
PITTSBURG, TEXAS 75686
PROXY STATEMENT
GENERAL INFORMATION
The Board of Directors of Pilgrim's Pride Corporation (the "Company")
solicits stockholders' proxies in the accompanying form for use at the Annual
Meeting of Stockholders to be held on February 3, 1999, at 11:00 a.m., local
time, at the Company's headquarters at 110 South Texas Street, Pittsburg, Texas
and at any adjournments thereof (the "Meeting"). This Proxy Statement, the
accompanying proxy card and the Company's 1998 Annual Report to Stockholders
are being mailed, beginning on or about December 28, 1998, to all stockholders
entitled to receive notice of, and to vote at, the Meeting.
The principal executive offices of the Company are located at 110 South
Texas Street, Pittsburg, Texas 75686. Any writing required to be sent to the
Company should be mailed to this address.
OUTSTANDING VOTING SECURITIES
Each stockholder of record at the close of business on December 23, 1998
(the "Record Date"), will be entitled to twenty votes for each share of the
Company's Class B common stock held on the Record Date. The accompanying proxy
card indicates the number of shares to be voted. On December 23, 1998, there
were 27,589,250 shares of the Company's Class B common stock, $.01 par value
per share, issued and outstanding. No other classes of stock of the Company
were issued or outstanding on the Record Date.
VOTING OF PROXIES
Because many of the Company's stockholders are unable to attend the
Meeting, the Board of Directors solicits proxies by mail to give each
stockholder an opportunity to vote on all items of business scheduled to come
before the Meeting. Each stockholder is urged to:
(1) read carefully the material in this Proxy Statement;
(2) specify his or her voting instruction on each item by marking the
appropriate boxes on the accompanying proxy card; and
(3) sign, date and return the card in the enclosed, postage prepaid
envelope.
The accompanying proxy card provides a space, with respect to the election
of Directors, for a stockholder to withhold voting for any or all nominees for
the Board of Directors, but does not permit a stockholder to vote for any
nominee not named on the proxy card. The card also allows a stockholder to
abstain from voting on any other item if the stockholder chooses to do so.
When the accompanying proxy card is properly executed and returned with
voting instructions with respect to any of the items to be voted upon, the
shares represented by the proxy will be voted in accordance with the
stockholder's directions by the persons named on the card as proxies of the
stockholders. If a proxy card is signed and returned, but no specific voting
instructions are given, the shares represented by the proxy card will be voted
for the election of the ten nominees for Directors named on the accompanying
proxy card and for the appointment of Ernst & Young LLP as the Company's
independent auditors.
Unless otherwise indicated by the stockholder, returned proxy cards also
confer upon the persons named on the card, as proxies for the stockholder,
discretionary authority to vote all shares of stock represented by the proxy
card on any item of business that is properly presented for action at the
Meeting, even if not described in this Proxy Statement. If any of the nominees
for Director named below should be unable or unwilling to accept nomination,
the proxies will be voted for the election of such other person as may be
recommended by the Board of Directors. The Board of Directors, however, has no
reason to believe that any item of business not set forth in this Proxy
Statement will come before the Meeting or that any of the nominees for Director
will be unavailable for election.
The proxy does not affect a stockholder's right to vote in person at the
Meeting. If a stockholder executes a proxy, he or she may revoke it at any
time before it is voted by submitting a new proxy card, or by communicating his
or her revocation in writing to the Secretary of the Company or by voting by
ballot at the Meeting.
VOTES REQUIRED
The holders of at least a majority of the Company's Class B common stock
outstanding on the Record Date must be present in person or by proxy at the
Meeting for the Meeting to be held. Abstentions and broker non-votes are
counted in determining whether at least a majority of the Company's Class B
common stock outstanding on the Record Date are present at the Meeting.
Directors will be elected by a plurality of the votes cast at the Meeting. The
affirmative vote of a majority of the shares of the Company's Class B common
stock represented and entitled to vote at the Meeting is required for the
appointment of the Company's independent auditors and approval of any other
item of business to be voted upon at the Meeting. Abstentions are counted in
tabulations of the votes cast on proposals presented to stockholders, whereas
broker non-votes are not counted for purposes of determining whether a proposal
has been approved. Lonnie "Bo" Pilgrim owned or controlled 16,773,492 shares
(60.8%) of the Company's Class B common stock on the Record Date and thus will
be able to elect all of the nominees for Directors and to approve Ernst & Young
LLP as independent auditors for the Company.
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
In order for stockholder proposals which are submitted pursuant to Rule 14a-8
of the Securities Exchange Act of 1934 (the "Exchange Act") to be considered by
the Company for inclusion in the proxy materials for the 2000 Annual Meeting of
Stockholders, they must be received by the Secretary of the Company no later
than the close of business on August 25, 1999. For proposals that stockholders
intend to present at the 2000 Annual Meeting of Stockholders outside the
processes of Rule 14a-8 of the Exchange Act, unless the stockholder notifies
the Secretary of the Company of such intent by November 6, 1999, any proxy
solicited by the Company for such Annual Meeting will confer on the holder of
the proxy discretionary authority to vote on the proposal so long as such
proposal is properly presented at the Annual Meeting.
COST OF PROXY SOLICITATION
The Company will bear the cost of the Meeting and the cost of soliciting
proxies in the accompanying form, including the cost of mailing the proxy
material. In addition to solicitation by mail, Directors, officers and other
employees of the Company may solicit proxies by telephone or otherwise. They
will not be specifically compensated for such services. The Company will
request brokers and other custodians, nominees and fiduciaries to forward
proxies and proxy soliciting material to the beneficial owners of the Company's
Class B common stock and to secure their voting instructions, if necessary.
The Company will reimburse them for the expenses in so doing.
BOARD OF DIRECTORS
The Board of Directors has the responsibility for establishing broad
corporate policies and for the overall performance of the Company. However, it
is not involved in day-to-day operating details. Members of the Board are kept
informed of the Company's business through discussions with the Chairman and
other officers, by reviewing analyses and reports sent to them each month, as
well as by participating in Board and committee meetings.
BOARD COMMITTEES
To assist in carrying out its duties, the Board of Directors has delegated
certain authority to the Audit and Compensation Committees. The Board of
Directors does not maintain a Nominating Committee. The members of the Audit
Committee are Robert E. Hilgenfeld, Vance C. Miller, Sr., James G. Vetter, Jr.
and Donald L Wass. The members of the Compensation Committee are Lonnie "Bo"
Pilgrim, Robert E. Hilgenfeld, Vance C. Miller, Sr., Lonnie Ken Pilgrim, James
G. Vetter, Jr., Donald L. Wass and Charles L. Black. Each Committee meets to
examine various facets of the Company's operations and take appropriate action
or make recommendations to the Board of Directors. The Audit Committee's
responsibilities include making recommendations to the Board of Directors
regarding the selection of independent public accountants and reviewing the
plan and results of the audit performed by the public accountants of the
Company and the adequacy of the Company's systems of internal accounting
controls, and monitoring compliance with the Company's conflicts of interest
and business ethics policies. The Compensation Committee reviews the Company's
remuneration policies and practices and establishes the salaries of the
Company's officers.
MEETINGS
During the Company's fiscal year ending September 26, 1998, there were
five meetings of the Board of Directors, two meetings of the Audit Committee,
and one meeting of the Compensation Committee. During fiscal 1998, each member
of the Board of Directors attended at least 75% of the aggregate number of
meetings of the Board and Board Committees on which the Director served.
ELECTION OF DIRECTORS
At the meeting, ten Directors are to be elected, each to hold office for
one year or until his successor is duly elected and qualified. It is intended
that the shares represented by the enclosed proxy will be voted for the
election of the ten nominees named below. The Board of Directors has no reason
to believe that any nominee will be unable to serve if elected. In the event
any nominee shall become unavailable for election, it is intended that such
shares will be voted for the election of a substitute nominee selected by the
Board of Directors.
<PAGE>
NOMINEES FOR DIRECTOR
LONNIE "BO" PILGRIM, 70, has served as Chairman of the Board since the
organization of the Company in July 1968. He was previously Chief Executive
Officer from July 1968 to June 1998. Prior to the incorporation of the
Company, Mr. Pilgrim was a partner in the Company's predecessor partnership
business founded in 1946.
CLIFFORD E. BUTLER, 56, serves as Vice Chairman of the Board. He joined the
Company as Controller and Director in 1969, was named Senior Vice President of
Finance in 1973, became Chief Financial Officer and Vice Chairman of the board
in July 1983, became Executive President in January 1997 and served in such
capacity through July 1998 and continues to serve as Vice Chairman of the
Board.
DAVID VAN HOOSE, 56, serves as Chief Executive Officer, President and Chief
Operating Officer of the Company. He was named Chief Executive Officer and
Chief Operating Officer in June 1998 and President in July 1998. He was
previously President of Mexico Operations from April 1993 to June 1998 and
Senior Vice President, Director General, Mexico Operations from August 1990 to
April 1993. Mr. Van Hoose was employed by the Company in September 1988 as
Senior Vice President, Texas Processing. Prior to that, Mr. Van Hoose was
employed by Cargill, Inc., as General Manager of one of its chicken operations.
RICHARD A. COGDILL, 38, has served as Executive Vice President, Chief
Financial Officer, Secretary and Treasurer since January 1997. He became a
Director in September 1998. Previously he served as Senior Vice President,
Corporate Controller, from August 1992 through December 1996 and as Vice
President, Corporate Controller from October 1991 through August 1992. Prior
to October 1991 he was a Senior Manager with Ernst & Young LLP. He is a
Certified Public Accountant.
LONNIE KEN PILGRIM, 40, has been employed by the Company since 1977 and has
been Senior Vice President, Transportation since August 1997. Prior to that he
served the Company as its Vice President, Director of Transportation. He has
been a member of the Board of Directors since March 1985. He is a son of
Lonnie "Bo" Pilgrim.
Charles L. Black, 68, was Senior Vice President, Branch President of
NationsBank, Mt. Pleasant, Texas, from December 1981 to his retirement in
February 1995. He previously was a Director of the Company from 1968 to August
1992 and has served as a director since his re-election in February 1995.
ROBERT E. HILGENFELD, 73, was elected a Director in September 1986. Mr.
Hilgenfeld was Senior Vice President-Marketing-Processing for the Company from
1969 to 1972 and for seventeen years prior to that worked in various sales and
management positions for the Quaker Oats Company. From 1972 until April 1986,
he was employed by Church's Fried Chicken Company ("Church's") as Vice
President-Purchasing Group, Vice President and Senior Vice President. He was
elected a Director of Church's in 1985 and retired from Church's in April 1986.
Since retirement he has served as a consultant to various companies including
the Company.
VANCE C. MILLER, SR., 64, was elected a Director in September 1986. Mr.
Miller has been Chairman of Vance C. Miller Interests, a real estate
development company formed in 1977 and has served as the Chairman of the Board
and Chief Executive Officer of Henry S. Miller Cos., a Dallas, Texas real
estate services firm since 1991. Mr. Miller also serves as a director of
Resurgence Properties, Inc.
JAMES G. VETTER, JR., 64, has practiced law in Dallas, Texas, since 1966. He
is a member of the Dallas law firm of Godwin & Carlton, P.C., and has served as
general counsel and a Director since 1981. Mr. Vetter is a Board Certified-Tax
Law Specialist and serves as a lecturer and author in tax matters.
DONALD L. WASS, PH. D., 66, was elected a Director of the Company in May
1987. He has been President of the William Oncken Company of Texas, a time
management consulting company, since 1970.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1998, the members of the Company's Compensation Committee
were: Lonnie "Bo" Pilgrim, Robert E. Hilgenfeld, Vance C. Miller, Sr., Lonnie
Ken Pilgrim, James G. Vetter, Jr., Donald L. Wass and Charles L. Black.
The Company has been and continues to be a party to certain transactions
with Lonnie "Bo" Pilgrim and a law firm affiliated with James G. Vetter, Jr.
These transactions, along with all other transactions between the Company and
affiliated persons, require the prior approval of the Audit Committee of the
Board of Directors.
The Company's transactions with Lonnie "Bo" Pilgrim, Chairman of the Board
of the Company, have allowed the Company to obtain the use of required
production facilities and equipment on terms which management believes are not
less favorable to the Company than could have been arranged with unaffiliated
persons. Since 1985, Lonnie "Bo" Pilgrim, Chairman of the Board of the
Company, has engaged in chicken grow-out operations with the Company which
involve the purchase of chicks, feed and veterinary and technical services from
the Company and the growing-out of chickens to maturity at which time they are
purchased by the Company. Chicks, feed and services are purchased from the
Company for their fair market value, and the Company purchases the mature
chickens from Mr. Pilgrim at market-quoted prices at the time of purchase.
Management of the Company believes that this operation is conducted on terms
not less favorable than those which could be arranged with unaffiliated
persons. During fiscal year 1998, the Company paid Mr. Pilgrim, doing business
as Pilgrim Poultry G.P. ("PPGP"), $21,883,000 for chickens produced in his
grow-out operations, and PPGP paid the Company $21,396,000 for chicks, feed and
services. Lonnie "Bo" Pilgrim is the sole proprietor of PPGP.
PPGP also produces eggs for the Company. In addition to the chicken grow-
out operations described above, PPGP contracts with the Company to house and
care for Company flocks used for egg production and is paid an egg grower fee
based on actual production. The egg grower contract between PPGP and the
Company renews automatically as each expended flock of laying hens is replaced
by a new flock. The contract is cancelable by either party at any time prior
to the time when the then current producing flock is 48 weeks old. Flocks are
normally replaced every 14 months. Management of the Company believes that
these relationships are on terms not less favorable to the Company than those
which could be arranged with unaffiliated persons. During fiscal year 1998, the
Company paid contract egg grower's fees to PPGP of $4,989,000.
Since 1985, the Company has leased an airplane from Lonnie "Bo" Pilgrim
under a lease agreement which provides for monthly lease payments of $33,000
plus operating expenses, which terms management of the Company believes to be
substantially similar to those obtainable from unaffiliated parties. During
fiscal 1998, the Company had lease expenses of $396,000 and operating expenses
of $52,980 associated with the use of this airplane.
Historically, much of the Company's debt has been guaranteed by the major
stockholders of the Company. In consideration of such guarantees, the Company
has paid such stockholders a quarterly fee equal to .25% of the average
aggregate outstanding balance of such guaranteed debt. During fiscal 1998, the
Company incurred $889,000 for such guarantees and paid $938,000 to Lonnie "Bo"
Pilgrim, $50,000 to Lonnie Ken Pilgrim, a Director of the Company, and $4,000
to each of his two remaining children.
Godwin & Carlton, P.C., has represented and currently represents the
Company in connection with a variety of legal matters. James G. Vetter, Jr.,
is a Director of the Company and is an Executive Vice President of Godwin &
Carlton, P.C. During fiscal year 1998, the Company paid Godwin & Carlton,
P.C., legal fees of $335,311 in connection with such matters.
Mr. Hilgenfeld, a member of the Company's Compensation Committee, served as
an officer of the Company prior to 1973.
COMPENSATION
EXECUTIVE COMPENSATION
The following table sets forth a summary of compensation paid to the
Company's Chief Executive Officer and its five other most highly compensated
executive officers.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Annual Compensation Other All
Fiscal Annual Other
NAME AND PRINCIPAL Year SALARY BONUS COMPENSATION COMPENSATION(1)
POSITION
Lonnie "Bo" Pilgrim 1998 $501,314 $210,975 $36,558 $11,430
Chairman of the Board 1997 487,672 139,571 28,127 11,123
1996 475,065 123,443 26,518 10,763
Clifford E. Butler 1998 372,267 156,666 9,304 3,213
Vice Chairman of the Board 1997 344,679 98,647 14,651 2,596
1996 253,368 65,836 7,505 6,204
David Van Hoose 1998 283,395 200,000 6,579 6,704
Chief Executive Officer, 1997 254,992 72,978 6,000 7,042
President, and 1996 248,400 64,545 6,000 7,634
Chief Operating Officer
Robert L. Hendrix 1998 262,119 110,356 6,523 4,801
Executive Vice President 1997 254,992 72,978 15,200 7,276
Growout and Processing 1996 248,400 64,545 10,200 7,777
Richard A. Cogdill 1998 204,905 100,000 5,115 776
Executive Vice President 1997 190,575 54,542 10,540 458
Chief Financial Officer 1996 144,103 37,444 4,383 458
Secretary and Treasurer
Lindy M. Pilgrim(2) 1998 285,345 0 2,235 236,704(3)
President and 1997 338,119 261,881 14,469 2,728
Chief Operating Officer 1996 329,378 270,622 9,275 6,871
</TABLE>
_____________________
(1) Includes the following items of compensation:
a. Company's contribution to the named individual under its 401(k) Salary
Deferral Plan in the following amounts: Lonnie "Bo" Pilgrim, $52 (1998,
1997 & 1996); Clifford E. Butler, $312 (1998), $792 (1997), $5,033 (1996);
David Van Hoose, $312 (1998), $707 (1997), $4,913 (1996); Robert L.
Hendrix, $318 (1998), $792 (1997), $5,028 (1996); Richard A. Cogdill, $312
(1998), $260 (1997), $260 (1996); and Lindy M. Pilgrim, $252 (1998), $792
(1997), $5,028 (1996);
b. Section 79 income to the named individual due to group term life insurance
in excess of $50,000 in the following amounts: Lonnie "Bo" Pilgrim,
$11,379 (1998), $11,071 (1997), $10,711 (1996); Clifford E. Butler, $2,901
(1998), $1,804 (1997), $1,171 (1996); David Van Hoose, $6,392 (1998),
$6,335 (1997), $2,721 (1996); Robert L. Hendrix, $4,482 (1998), $6,484
(1997), $2,749 (1996); Richard A. Cogdill, $464 (1998), $198 (1997), $198
(1996); and Lindy M. Pilgrim $1,983 (1998), $1,936 (1997), $1,843 (1996).
.
(4) No longer employed by the Company.
(3) Termination includes settlement to Lindy M. Pilgrim in the amount of
$230,000.
DIRECTORS' FEES
The Company pays its Directors who are not employees of the Company $4,000
per meeting attended, plus expenses.
REPORT OF COMPENSATION COMMITTEE
The Compensation Committee establishes executive compensation and oversees
the administration of the bonus plan for key members of management and the
Company's employee benefit plans.
The following is a report submitted by the Compensation Committee members
in their capacity as the Board's Compensation Committee, addressing the
Company's compensation policy as it related to the named executive officers for
fiscal 1998.
PERFORMANCE MEASURES
The Compensation Committee's establishment of annual executive
compensation is a subjective process in which the Committee considers many
factors including the Company's performance as measured by earnings for the
year, each executive's specific responsibilities, the contribution to the
Company's profitability by each executive's specific areas of responsibility,
the level of compensation believed necessary to motivate and retain qualified
executives, and the executive's length of time with the Company.
FISCAL COMPENSATION
For fiscal 1998 the Company's executive compensation program consisted of
(a) base salary, (b) a discretionary bonus based upon the factors described
above, (c) the bonus plan described below, (d) Company contributions to the
Company's 401(k) salary deferral plan which are made up of mandatory
contributions of one dollar per week and matching contributions of up to five
dollars per week and additional matching contributions of up to four percent of
an executive's compensation subject to an overall Company contribution limit of
five percent of domestic income before taxes, and (e) Company contributions to
the Employee Stock Investment Plan in an amount equal to 331/3 percent of the
officers' payroll deduction for purchases of the Company's common stock under
the plan, which deductions are limited to 71/2 percent of the officer's base
pay.
In establishing the fiscal 1998 compensation for Lonnie "Bo" Pilgrim, the
Company's Chairman of the Board, the Compensation Committee adjusted Mr.
Pilgrim's base salary by 2.8% to reflect changes in cost of living and his
bonus was determined pursuant to the bonus plan discussed below. No
discretionary bonuses were awarded to Mr. Pilgrim for fiscal 1998.
In connection with the appointment of David Van Hoose as the Company's
Chief Executive Officer, President and Chief Operating Officer, in July 1998
the Compensation Committee established a base salary of $400,000 for Mr. Van
Hoose using the Performance Measures mentioned above. In addition to his bonus
determined pursuant to the bonus plan discussed below, Mr. Van Hoose was
awarded a discretionary bonus of $80,767 for fiscal 1998.
The Company's objective is to obtain financial performance that achieves
increased return on equity, sales volume, earnings per share and net income.
The Committee believes that linking executive compensation to corporate
performance results in a better alignment of compensation with corporate goals
and shareholder interests.
The Company maintains a bonus plan which provides for five percent of the
Company's U.S. income before income taxes to be allocated among certain key
members of management. Such amount is allocated among all plan participants
based upon the ratio of each participant's eligible salary to the aggregate
salaries of all participants and the number of months of the fiscal year the
participant was approved for participation. Currently, there are 16
participants in the plan, including the Chairman of the Board, the Vice
Chairman of the Board, the Chief Executive Officer, President and Chief
Operating Officer, the four Executive Vice Presidents, the six Senior Vice
Presidents and three other employees. Participants may be added or removed
from the plan at the discretion of the Compensation Committee. Participants
must continue to be employed by the Company on January 1 following the end of a
fiscal year in order to be paid a bonus with respect to that year. Bonuses are
typically paid during the January following the fiscal year with respect to
which the bonus has been granted.
Lonnie "Bo" Pilgrim
Robert E. Hilgenfeld
Vance C. Miller, Sr.
Lonnie Ken Pilgrim
James G. Vetter, Jr.
Donald L. Wass
Charles L. Black
<PAGE>
COMPANY PERFORMANCE
The following graph shows a five year comparison of cumulative total
returns for the Company, the Russell 2000 composite index, a New Peer Group and
an Old Peer Group selected by the Company.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG PILGRIM'S PRIDE CORPORATION, THE RUSSELL 2000 INDEX AND A PEER GROUP
RESEARCH DATA GROUP Total Return - Data Summary
Cumulative Total Return
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
10/2/93 10/1/94 9/30/95 9/28/96 9/27/97 9/26/98
<S> <C> <C> <C> <C> <C> <C>
PILGRIM'S PRIDE CORPORATION 100.00 119.61 98.56 108.84 195.14 244.45
NEW PEER GROUP 100.00 116.32 120.92 111.19 157.02 154.91
OLD PEER GROUP 100.00 129.19 119.33 125.11 184.70 196.46
RUSSELL 2000 100.00 102.56 126.66 143.20 190.84 157.54
</TABLE>
The total cumulative return on investment (change in the year end stock
price plus reinvested dividends) for each of the periods for the Company, the
Russell 2000 composite index and the peer group is based on the stock price or
composite index at the end of fiscal 1993.
The above graph compares the performance of the Company with that of the
Russell 2000 composite index and a new and old group of peer companies with the
investment weighted on market capitalization. Companies in the old peer group
were as follows: Golden Poultry Company, Hudson Foods, Inc., Sanderson Farms,
Inc., Cagles, Inc. and the Company. Companies in the new peer group are
Sanderson Farms, Inc., WLR Foods, Cagles, Seaboard and the Company. These
companies were selected because of their similar operations and market
capitalizations relative to the Company and were approved by the Compensation
Committee. The old peer group included Golden Poultry Company and Hudson
Foods, Inc. Golden Poultry Company was acquired by Gold Kist on 9/5/97, a non-
publicly traded company. Hudson Foods, Inc. was acquired by Tyson Foods, Inc.
on 1/9/98. Accordingly, Golden Poultry and Hudson's returns on investment only
include stock price data through their last day of active trading.
CERTAIN OTHER TRANSACTIONS
The Company has entered into chicken grower contracts involving farms
owned by certain of its officers, providing the placement of Company-owned
flocks on their farms during the grow-out phase of production. The contracts
are on terms substantially the same as contracts entered into by the Company
with unaffiliated parties and can be terminated by either party upon completion
of the grow-out of each flock. The aggregate amounts paid by the Company to
its officers and Directors under grower contracts during the fiscal year 1998
were as follows: Clifford E. Butler--$194,612, O.B. Goolsby--$155,454, and
James J. Miner--$181,523. See "Compensation Committee Interlocks and Insider
Participation" for a discussion of the Company's transactions with Lonnie "Bo"
Pilgrim, Lonnie Ken Pilgrim and James G. Vetter, Jr.
SECURITY OWNERSHIP
The following table sets forth, as of December 10, 1998, certain
information with respect to the beneficial ownership of the Company's Class B
common stock (no Class A common stock had been issued as of such date) by (i)
each stockholder beneficially owning at least 5% of the Company's outstanding
Class B common stock; (ii) each director of the Company who is a stockholder of
the Company; (iii) each of the currently employed executive officers listed in
the executive compensation table who is a stockholder of the Company; and (iv)
all executive officers and directors of the Company as a group.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Amount and
Nature of Percent
NAME OF BENEFICIAL OWNERS Beneficial of
OWNERSHIP CLASS
Lonnie "Bo" Pilgrim (a)(b) 16,773,492 60.8%
110 South Texas Street
Pittsburg, Texas 75686
Lonnie Ken Pilgrim(a)(b)(c) 529,355 1.9
Clifford E. Butler(b) 32,704 (c)
Richard A. Cogdill(b) 7,984 (c)
Robert L. Hendrix(b) 25,276 (c)
David Van Hoose(b) 6,144 (c)
James G. Vetter, Jr. 1,550 (c)
Donald L. Wass 300 (c)
All executive officers and directors as a group
(17) persons 17,416,466 62.7%
</TABLE>
___________________
(a) Includes 60,387 shares held of record by Pilgrim Family Trust I, an
irrevocable trust dated June 16,1987, for the benefit of Lonnie "Bo"
Pilgrim's surviving spouse and children, of which Lonnie Ken Pilgrim and
Patty R. Pilgrim, Lonnie "Bo" Pilgrim's wife, are co-trustees, and 60,386
shares held of record by Pilgrim Family Trust II, an irrevocable trust
dated December 23, 1987, for the benefit of Lonnie "Bo" Pilgrim and his
children, of which Lonnie "Bo" Pilgrim and Lonnie Ken Pilgrim are co-
trustees. Lonnie "Bo" Pilgrim disclaims any beneficial interest in the
shares held by his children.
(e) Includes shares held in trust by the Company's 401(k) Salary Deferral
Plan.
(f) Less than 1%.
(d) Includes 6,465 shares held by his wife, and 60,387 and 60,386 shares held
by Pilgrim Family Trust I and Pilgrim Family Trust II, respectively, for
both of which Lonnie Ken Pilgrim serves as a co-trustee. Also includes
25,350 shares held in two irrevocable trusts dated December 15, 1994 and
October 31, 1989 of which Lonnie Ken Pilgrim is a co-trustee for the
benefit of his children. Lonnie Ken Pilgrim disclaims any beneficial
interest in the foregoing shares.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than ten percent of the Company's Class B
common stock, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and the New York Stock Exchange. Officers,
directors and greater than ten-percent shareholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
Based on its review of the copies of such forms received by it, the
Company believes that all filing requirements applicable to its officers,
directors and greater than ten-percent beneficial owners were complied with.
ITEM 2. APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors recommends the appointment of Ernst & Young LLP as
the Company's independent auditors for the 1999 fiscal year. This firm of
certified public accountants has served as independent auditors of the Company
pursuant to annual appointment by the Board of Directors since 1969 except for
1982 and 1983.
Representatives of Ernst & Young are expected to be present at the Meeting
and to be available to respond to appropriate questions. They will be given
the opportunity to make a statement if they wish to do so.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPOINTMENT OF ERNST &
YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR FISCAL YEAR 1999.
FINANCIAL STATEMENTS AVAILABLE
FINANCIAL STATEMENTS FOR THE COMPANY ARE INCLUDED IN THE ANNUAL REPORT TO
STOCKHOLDERS FOR THE YEAR 1998. ADDITIONAL COPIES OF THESE STATEMENTS, AS WELL
AS FINANCIAL STATEMENTS FOR PRIOR YEARS AND THE ANNUAL REPORT TO THE SECURITIES
AND EXCHANGE COMMISSION ON FORM 10-K, MAY BE OBTAINED WITHOUT CHARGE FROM THE
SECRETARY OF THE COMPANY, 110 SOUTH TEXAS STREET, PITTSBURG, TEXAS 75686.
FINANCIAL STATEMENTS ARE ALSO ON FILE WITH THE SECURITIES AND EXCHANGE
COMMISSION, WASHINGTON, D.C. 20549, AND THE NEW YORK STOCK EXCHANGE.
OTHER BUSINESS
The Board of Directors is not aware of, and it is not anticipated that
there will be presented to the Meeting, any business other than the election of
the Directors and the proposal to appoint Ernst & Young independent auditors
described above. If other matters properly come before the Meeting, the
persons named on the accompanying proxy card will vote the returned proxies as
the Board of Directors recommends.
Please date, sign and return the proxy at your earliest convenience. A
prompt return of your proxy will be appreciated as it will save the expense of
further mailing.
By order of the Board of Directors
RICHARD A. COGDILL
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER
SECRETARY AND TREASURER
Pittsburg, Texas
December 28, 1998
<PAGE>
PILGRIM'S PRIDE CORPORATION
110 SOUTH TEXAS STREET
PITTSBURG, TEXAS 75686
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Lonnie "Bo" Pilgrim and Clifford E.
Butler, and each of them, as Proxies, each with the power to appoint his
substitute, and hereby authorizes them, and each of them, to represent and to
vote, as designated below, all the shares of Class B Common Stock of Pilgrim's
Pride Corporation held of record by the undersigned on December 23, 1998 at the
Annual Meeting of Stockholders to be held on February 3, 1999 or any
adjournment thereof.
EXECUTE THIS PROXY AND RETURN PROMPTLY IN THE
Enclosed Self-Addressed Stamped Envelope
(CONTINUED ON OTHER SIDE)
PILGRIMS PRIDE CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY.
---------------------------------
CLASS B COMMON STOCK
1. ELECTION OF DIRECTORS:
<TABLE>
<CAPTION>
FOR all nominees TO WITHHOLD AUTHORITY
listed to vote for all
(except as marked nominees listed
to the contrary)
<S> <C> <C>
Lonnie "Bo" Pilgrim Lonnie Ken Pilgrim Vance C. Miller, Sr.
Clifford E. Butler James G. Vetter, Jr. Donald L. Wass
David Van Hoose Charles L. Black
Richard A. Cogdill Robert E. Hilgenfeld
</TABLE>
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name
on the line provided below.)
------------------------------------------------------------
2. The appointment of Ernst & Young as independent auditors for the Company
for the fiscal year ended
October 2, 1999.
FOR AGAINST ABSTAIN
3. In their discretion such other business as may properly come before the
Annual Meeting.
UNLESS OTHERWISE SPECIFIED ON THIS PROXY, THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED "FOR" THE ELECTION OF MANAGEMENT'S NOMINEES FOR DIRECTORS AND
"FOR" PROPOSAL 2 ABOVE. DISCRETION WILL BE USED WITH RESPECT TO SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
____________________________________________________________________
Date
____________________________________________________________________
Signature of Stockholder
____________________________________________________________________
Signature if held jointly
Please date this proxy and sign your name exactly as it appears hereon.
Persons signing in a representative capacity should indicate their capacity.
A proxy for shares held in joint ownership should be signed by each owner.
<PAGE>
