As filed with the Securities and Exchange Commission on June 30, 1998.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A-1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PILGRIM'S PRIDE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-1285071
(State of incorporation or organization) (IRS Employer Identification No.)
110 SOUTH TEXAS STREET
PITTSBURG, TEXAS 75686-0093
(Address of principal executive offices) (Zip Code)
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<S> <C>
If this form relates to the registration of a class If this form relates to the registration of a class
of securities pursuant to Section 12(b) of the Exchange of securities pursuant to Section 12(g) of the Exchange
Act and is effective pursuant to General Instruction Act and is effective pursuant to General Instruction
A.(c), please check the following box. _ A.(d), please check the following box. _
</TABLE>
Securities Act registration file number to which this form relates: 1-9273
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
CLASS B COMMON STOCK, NEW YORK STOCK EXCHANGE, INC.
PAR VALUE $.01 PER SHARE
Securities to be registered pursuant to Section 12(g) of the Act: NONE
<PAGE>
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.
Accordingly, the Company's Registration Statement on Form 8-A, filed with
the Securities and Exchange Commission on September 24, 1986, is hereby amended
and restated in its entirety to read as follows:
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Company is registering hereby its Class B Common Stock (formerly, the
Former Common Stock).
The Company's authorized capital stock 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.
The following summary of certain features of the Common Stock and Preferred
Stock does not purport to be complete and is subject to, and qualified in its
entirety by, the provisions of the Company's Certificate of Incorporation, as
amended, which is included as an exhibit to this Registration Statement and
incorporated herein by reference.
COMMON STOCK
IDENTICAL RIGHTS. Except as otherwise expressly provided in the 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.
PREFERRED STOCK
The authorized Preferred Stock is issuable from time to time, in one or more
series, at the discretion of the Board of Directors of the Company. The Board
of Directors has authority, without further stockholder approval, to provide
for the issuance of Preferred Stock in one or more series, and to determine the
designations, rights, preferences and limitations of such series, including the
relative ranking with other series, the voting rights, if any, the dividend
rate, the redemption and liquidation rights, the conversion rights, if any, and
any other rights, preferences, qualifications, limitations or restrictions.
CERTAIN ANTI-TAKEOVER EFFECTS
TWO CLASSES OF COMMON STOCK. The Amendment could result in certain anti-
takeover effects. Currently, a person cannot succeed in a takeover of the
Company without making an offer acceptable to Lonnie A. "Bo" Pilgrim (the
"Founder") because of his substantial ownership of voting stock.
Implementation of the Amendment will not change the voting power of the
Founder, but it will give the Company more flexibility to issue Common Stock
without substantial diminution of the voting power of the existing
stockholders, including the Founder. If stockholders were to reject the
Amendment and if the Company were to sell a substantial amount of Former Common
Stock, the chances of success might improve for a tender offer or other
takeover proposal or a proxy contest which would remove incumbent directors
notwithstanding the opposition of the Founder.
On the foregoing assumptions, the Amendment might be said to reduce the
possibility of the stockholders receiving and accepting hostile takeover bids,
which are often made at premiums over then-current market prices of the target
company's stock. The Amendment may also render more difficult or discourage
mergers, proxy contests, removal of current management or other changes in
control of the Company which may be desired by substantial holders of the
Company's equity securities, particularly if their holdings are primarily Class
A Common Stock.
PREFERRED STOCK. Although the Board of Directors has no present intention
to issue Preferred Stock, the issuance of shares of Preferred Stock, or the
issuance of rights to purchase Preferred Stock, may have the effect of
delaying, deferring or preventing a change in control of the Company or may
increase or decrease the number of shares constituting each series.
SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW. Because the Company
has not by a provision in its Certificate of Incorporation elected otherwise,
it is subject to Section 203 of the Delaware General Corporation Law ("Section
203"), which imposes certain restrictions, described below, on "business
combinations" with an "interested stockholder" that could produce anti-takeover
effects in certain circumstances. Section 203 defines a business combination to
include (i) any merger or consolidation involving the corporation and the
interested stockholder; (ii) any sale, lease, exchange, mortgage, transfer,
pledge or other disposition involving the interested stockholder of 10% or more
of the assets of the corporation; (iii) subject to certain exceptions, any
transaction which results in the issuance or transfer by the corporation of any
stock of the corporation to the interested stockholder; (iv) any transaction
involving the corporation which has the effect of increasing the proportionate
share of the stock of any class or series of the corporation owned by the
interested stockholder; or (v) the receipt by the interested stockholder of the
benefit of any loans, advances, guarantees, pledges or other financial benefits
provided by or through the corporation. In general, Section 203 defines an
"interested stockholder" as any entity or person beneficially owning 15% or
more of the outstanding voting stock of the corporation and any entity or
person affiliated with or controlling or controlled by such entity or person.
Subject to certain exceptions, Section 203 prohibits a Delaware corporation
from engaging in any business combination with any interested stockholder for a
period of three years following the time that such stockholder became an
interested stockholder, unless (i) prior to such time, the board of directors
of the corporation approved either the business combination or the transaction
which resulted in the stockholder becoming an interested stockholder, (ii) upon
consummation of the transaction which resulted in the stockholder becoming an
interested stockholder, the interested stockholder owned at least 85% of the
voting stock of the corporation outstanding at the time the transaction
commenced (not counting those shares owned by directors who are also officers
and by employee stock plans in which employee participants do not have the
right to determine confidentially whether shares held subject to the plan will
be tendered in a tender or exchange offer), or (iii) at or subsequent to such
time, the business combination is approved by the board of directors and
authorized at an annual or special meeting of stockholders, and not by written
consent, by the affirmative vote of at least 66 2/3% of the outstanding voting
stock which is not owned by the interested stockholder.
Item 2. EXHIBITS.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1. Certificate of Incorporation of the Company, as amended
(filed herewith).
2. Amended and Restated Corporate Bylaws of the Company
(incorporated by reference to Exhibit 3.3 of the Company's
Quarterly Report on Form 10-Q for the quarter ended March 29,
1997, File No. 1-9273).
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto 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
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
1. Certificate of Incorporation of the Company, as amended
(filed herewith).
2. Amended and Restated Corporate Bylaws of the Company
(incorporated by reference to Exhibit 3.3 of the Company's
Quarterly Report on Form 10-Q for the quarter ended March 29,
1997, File No. 1-9273).
<PAGE>
EXHIBIT 1
<PAGE>
CERTIFICATE OF INCORPORATION
OF
PILGRIM'S PRIDE CORPORATION
FIRST: The name of the Corporation is PILGRIM'S PRIDE CORPORATION.
SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street in the City of Wilmington, County
of New Castle. The name of its registered agent at that address is The
Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which a corporation may be organized under the General
Corporation Law of Delaware as set forth in Title 8 of the Delaware Code
(the "GCL").
FOURTH: The aggregate number of shares of capital stock which the
Corporation shall have authority to issue is 50,000,000 shares, consisting
of 5,000,000 shares of preferred stock, par value $.01 per share
("Preferred Stock"), and 45,000,000 shares of common stock, par value $.01
per share (the "Common Stock").
The following is a statement of the designations, preferences and
relative, participating, optional or other special rights in respect of the
classes of stock of the Corporation, and of the authority with respect
thereto expressly vested in the Board of Directors of the Corporation:
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.
COMMON STOCK
. DIVIDENDS. Subject to the prior rights and preferences of the
Preferred Stock and subject to the provisions and on the conditions set
forth in the foregoing part of this Article Fourth or in any resolution of
the Board of Directors of the Corporation, dividends may be paid on the
Common Stock in money, property or Common Stock, as and when declared by
the Board of Directors of the Corporation out of any funds of the
Corporation legally available for the payment thereof.
. VOTING. The shares of Common Stock shall be fully voting stock
at the rate of one vote for each share of Common Stock.
. LIQUIDATION RIGHTS. In the event of any liquidation, dissolution
or winding up of the affairs of the Corporation, whether voluntary or
involuntary, after payment or provision for payment of the debts and other
liabilities of the Corporation and after distribution in full of the
preferential amounts to be distributed to the holders of shares of any and
all series of Preferred Stock, the holders of shares of Common Stock shall
be entitled to receive all 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.
FIFTH: The name and mailing address of the Sole Incorporator is as
follows:
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<CAPTION>
NAME MAILING ADDRESS
<S> <C>
Van M. Jolas Rain Harrell Emery
Young & Doke
4200 RepublicBank
Tower
Dallas, Texas 75201
</TABLE>
SIXTH: The name and mailing address of each person who is
to serve as a director until the first annual meeting of the
stockholders or until his successor is elected and qualified is
as follows:
<TABLE>
<CAPTION>
NAME MAILING ADDRESS
<S> <C>
Lonnie A. Pilgrim P.O. Box 93,
Pittsburg, Texas 75686
Clifford E. Butler P.O. Box 93,
Pittsburg, Texas 75686
Robert E. Hendrix P.O. Box 93,
Pittsburg, Texas 75686
James J. Miner, Ph.D. P.O. Box 93,
Pittsburg, Texas 75686
Charles L. Black P.O. Box 93,
Pittsburg, Texas 75686
Richard C. Larkin P.O. Box 93,
Pittsburg, Texas 75686
James G. Vetter, Jr. P.O. Box 93,
Pittsburg, Texas 75686
Robert E. Hilgenfeld P.O. Box 93,
Pittsburg, Texas 75686
Scott D. Jackson P.O. Box 93,
Pittsburg, Texas 75686
Vance C. Miller P.O. Box 93,
Pittsburg, Texas 75686
Lonnie Ken Pilgrim P.O. Box 93,
Pittsburg, Texas 7568
</TABLE>
SEVENTH: The following provisions are inserted
for the management of the business and the conduct of
the affairs of the Corporation, and for further
definition, limitation and regulation of the powers
of the Corporation and of its directors and
stockholders:
() The business and affairs of the
Corporation shall be managed by or under the
direction of the Board of Directors.
() The directors shall have concurrent
power with the stockholders to make, alter,
amend, change, add or to repeal the By-Laws of
the Corporation.
() The number of directors of the
Corporation shall be as from time to time fixed
by, or in the manner provided in, the By-Laws of
the Corporation. Election of directors need not
be by written ballot unless the By-Laws so
provide.
() In addition to the powers and
authority hereinbefore or by statute expressly
conferred upon them, the directors are hereby
empowered to exercise all such powers and do all
such acts and things as may be exercised or done
by the Corporation, subject, nevertheless, to
the provisions of the GCL, this Certificate of
Incorporation, and any By-Laws adopted by the
stockholders; provided, however, that no By-Laws
hereafter adopted by the stockholders shall
invalidate any prior act of the directors which
would have been valid if such By-Laws had not
been adopted.
EIGHTH: Meetings of stockholders may be held
within or without the State of Delaware, as the
Corporation's Bylaws may provide. The books of the
Corporation may be kept (subject to any provision
contained in the statutes) outside the State of
Delaware at such place or places as may be designated
from time to time by the Board of Directors or in the
Bylaws of the Corporation.
NINTH: Whenever a compromise or arrangement is
proposed between the Corporation and its creditors or
any class of them and/or between the Corporation and
its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware
may, on the application in a summary way of the
Corporation or of any creditor or stockholder thereof
or on the application of any receiver or receivers
appointed for the Corporation under the provisions of
Section 291 of the GCL or on the application of
trustees in dissolution or of any receiver or
receivers appointed for the Corporation under Section
279 of the GCL, order a meeting of the creditors or
class of creditors, and/or of the stockholders or
class of stockholders of the Corporation, as the case
may be, to be summoned in such manner as the said
court directs. If a majority in number representing
three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of
stockholders of the Corporation, as the case may be,
agree to any compromise or arrangement and to any
reorganization of the Corporation as a consequence of
such compromise or arrangement, the said compromise
or arrangement and the said reorganization shall, if
sanctioned by the court to which the said application
has been made, be binding on all the creditors or
class of creditors, and/or on all the stockholders or
class of stockholders, of the Corporation, as the
case may be, and also on the Corporation.
TENTH: The directors of the Corporation shall
not be personally liable to the Corporation or its
stockholders for monetary damages for breach of
fiduciary duty as a director; provided, however, that
this provision shall not eliminate or limit the
liability of a director of the Corporation (i) for
any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the GCL, or (iv) for any
transaction from which the director derived an
improper personal benefit.
ELEVENTH: The Corporation reserves the right to
amend, alter, change or repeal any provision
contained in this Certificate of Incorporation, in
the manner now or hereafter prescribed by statute,
and all rights conferred upon stockholders herein are
granted subject to this reservation.
I, THE UNDERSIGNED, being the Sole Incorporator
hereinbefore named, for the purpose of forming a
corporation pursuant to the GCL, do make this
Certificate, hereby declaring and certifying that
this is my act and deed and the facts herein stated
are true, and accordingly have hereunto set my hand
this 9th day of September, 1986.
/ S / VAN M. JOLAS
Van M. Jolas
<PAGE>
CERTIFICATE OF MERGER
Pursuant to the provisions of Section 252(c) of
the General Corporation Law of the State of Delaware,
Pilgrim's Pride Corporation, a Delaware Corporation,
does hereby adopt the following Certificate of
Merger:
1. The name and state of incorporation of each
of the constituent corporations is:
Name of
CORPORATION STATE
Pilgrim's Pride Corporation Texas
Pilgrim's Pride Corporation Delaware
2. The Plan and Agreement of Merger (the
"Merger Agreement") between Pilgrim's Pride
Corporation and Pilgrim's Pride Corporation, a Texas
Corporation ("PPC"), dated October 25, 1986, attached
hereto as Exhibit A, has been approved, adopted,
certified, executed and acknowledged by each of the
constituent corporations in accordance with
subsection (c) of Section 252 of the General
Corporation Law of the State of Delaware.
3. The name of the surviving corporation is
Pilgrim's Pride Corporation, a Delaware corporation.
4. The Certificate of Incorporation of
Pilgrim's Pride Corporation shall be the Certificate
of Incorporation of the surviving corporation.
5. The executed Merger Agreement is on file at
the principal place of business of Pilgrim's Pride
Corporation, 110 South Texas Street, Pittsburg, Texas
75686.
6. A copy of the Merger Agreement will be
furnished by Pilgrim's Pride Corporation on request
and without cost to any stockholder of any
constituent corporation.
7. The authorized capital stock of PPC is
1,750,000 shares of common stock, par value $1.00 per
share.
IN WITNESS WHEREOF, the undersigned has caused
this Certificate to be signed as of the 1st day of
November, 1986.
PILGRIM'S PRIDE CORPORATION
Attest: a Delaware corporation
/ S / CLIFFORD E. BUTLER By: / S / LONNIE A. PILGRIM
Clifford E. Butler Lonnie A. Pilgrim
Secretary Chairman of the Board
of Directors and
Chief Executive
Officer
<PAGE>
EXHIBIT A
PLAN AND AGREEMENT OF MERGER
THIS PLAN AND AGREEMENT OF MERGER, made and
entered into as of the 25th day of October, 1986, by
and between Pilgrim's Pride Corporation, a Texas
corporation ("PPC"), and Pilgrim's Pride Corporation,
a Delaware corporation ("New PPC") (PPC and New PPC
are hereinafter collectively referred to as the
"Constituent Corporations");
W I T N E S S E T H:
WHEREAS, the respective Boards of Directors of
PPC and New PPC have determined that it is desirable
and in the best interest of each of the corporations
to effect a merger of the corporations, whereby (i)
PPC will be merged into New PPC, which will be the
surviving corporation in the merger, (ii) each issued
and outstanding share of common stock, par value $.01
per share ("New PPC Common Stock"), of New PPC owned
by PPC will be cancelled and (iii) each issued and
outstanding share of common stock, par value $1.00
per share ("PPC Common Stock"), of PPC will be
converted into and become shares of New PPC Common
Stock; and
WHEREAS, the respective Boards of Directors of
PPC and New PPC have directed that the plan of merger
be submitted to a vote of shareholders of PPC and New
PPC, respectively;
WHEREAS, the respective Boards of Directors of
PPC and New PPC have duly authorized the execution
hereof;
NOW, THEREFORE, in consideration of the premises
and of the mutual covenants and agreements herein
contained, PPC and new PPC hereby agree that PPC
shall be merged with and into New PPC in accordance
with the terms and conditions of this Agreement and
prescribe the terms and conditions of the merger of
PPC into New PPC, the mode of carrying it into
effect, the name of the surviving corporation, and
such other details and provisions as are deemed
necessary or desirable, as follows:
1. MERGER. Subject to the conditions
hereinafter set forth, upon the filing of Articles of
Merger as required under applicable law (the
"Effective Time"), PPC shall be merged with and into
New PPC, and New PPC shall be the surviving
corporation and shall be governed by the laws of the
State of Delaware.
2. TERMS AND CONDITIONS OF THE MERGER. At the
Effective Time, (i) the Certificate of Incorporation
of the surviving corporation shall be the Certificate
of Incorporation of New PPC in effect immediately
prior to the Effective Time, (ii) the Bylaws of the
surviving corporation shall be the Bylaws of New PPC
in effect immediately prior to the Effective Time,
(iii) the directors of the surviving corporation
shall be the directors of New PPC in office
immediately prior to the Effective Time, who shall
serve until their successors shall have been elected
and shall qualify, (iv) the officers of the surviving
corporation shall be the officers of PPC in office
immediately prior to the Effective Time, and (v) the
registered office of the surviving corporation in the
State of Delaware shall be Corporation Trust Center,
1209 Orange Street, Wilmington, Delaware.
This Merger Agreement shall constitute a Plan of
Reorganization pursuant to Section 368(a)(1)(A) of
the Internal Revenue Code of 1954, as amended.
At the Effective Time, the separate corporate
existence of PPC shall cease, and New PPC shall
possess all the rights, privileges, powers and
franchises of a public as well as of a private nature
and be subject to all the restrictions, disabilities
and duties of each of the Constituent Corporations;
and all and singular, the rights, privileges, powers
and franchises of each of the Constituent
Corporations, and all property, real, personal and
mixed, and all debts due to either of the Constituent
Corporations on whatever account, including stock
subscriptions and all other choses or things in
action or belonging to each of the Constituent
Corporations shall be vested in the surviving
corporation; and all property, rights, privileges,
powers and franchises, and all and every other
interest shall be thereafter as effectually the
property of the surviving corporation as they were of
the several and respective Constituent Corporations,
and the title to any real estate vested by deed or
otherwise, under the laws of the State of Delaware,
in either of such Constituent Corporations, shall not
revert or be in any way impaired by reason of the
General Corporation Law of the State of Delaware; but
all rights of creditors and all liens upon any
property of any of the Constituent Corporations shall
be preserved unimpaired, and all debts, liabilities
and duties of the respective Constituent Corporations
shall thenceforth attach to the surviving corporation
and may be enforced against it to the same extent as
if said debts, liabilities and duties had been
incurred or contracted by it.
At the Effective Time, New PPC assumes the due
and punctual payment of the principal of, and
premium, if any, and interest on, all of the Notes
(as defined in the Collateral Trust Indenture Re:
Pilgrim's Pride Corporation Dated as of October 1,
1986 (the "Indenture")), according to their
respective tenor, and the due and punctual
performance and observance of all of the covenants in
the Notes, the Indenture and the documents evidencing
or creating any other obligations secured by the
Indenture.
New PPC, the surviving corporation, hereby (i)
agrees that it may be served with process in the
State of Texas in any proceeding for the enforcement
of any obligation of PPC and in any proceeding for
the enforcement of the rights of a dissenting
shareholder of PPC against New PPC, (ii) irrevocably
appoints the Secretary of State of Texas as its agent
to accept service of process in any such proceeding,
and (iii) agrees that it will promptly pay to the
dissenting shareholders of PPC the amount, if any, to
which they shall be entitled under the provisions of
the Texas Business Corporation Act with respect to
the rights of dissenting shareholders.
3. THE MANNER OF CONVERTING THE SHARES. At
the Effective Time, (i) each of the issued and
outstanding shares of New PPC Common Stock owned by
PPC shall be cancelled and returned and resume the
status of authorized, but unissued shares of New PPC
Common Stock and (ii) the issued and outstanding
shares of PPC Common Stock shall, by virtue of the
merger and without any action, be converted into and
become fully paid and nonassessable shares of New PPC
Common Stock as set forth in the following table:
<TABLE>
<CAPTION>
SHAREHOLDER Number of Shares Number of Shares
of PPC Common of New PPC Common
STOCK OUTSTANDING Stock Into Which
CONVERTED
<S> <C> <C>
Lonnie A. Pilgrim 480,718 16,920,000
Lonnie A. Pilgrim, 10,228 360,000
Trustee for
Lonnie Ken Pilgrim
Lonnie A. Pilgrim, 10,228 360,00
Trustee for
Greta Pilgrim Owe
Lonnie A. Pilgrim, 10,228 360,00
Trustee for
Patrick Wayne Pilgrim
</TABLE>
4. TERMINATION. This Agreement may
be terminated and abandoned at any time
prior to the Effective Time, whether before
or after action thereon by the shareholders
of PPC or New PPC, by resolution of the
Board of Directors of either PPC or New PPC.
In the event of the termination and
abandonment of this Agreement pursuant to
the provisions of this Section, this
Agreement shall be of no further force or
effect.
5. FURTHER ACTIONS. The parties
hereto agree to take all further actions and
to execute and acknowledge and deliver all
such further actions and to execute and
acknowledge and deliver all such further
instruments or documents as may be necessary
or desirable to carry out the transactions
provided for in this Agreement.
6. STOCK CERTIFICATES. At and after
the Effective Time, all of the outstanding
certificates which, immediately prior to the
Effective Time, represented shares of PPC
Common Stock shall be deemed for all
purposes to evidence ownership of and to
represent shares of New PPC Common Stock.
The registered owner on the books and
records of New PPC or its transfer agent of
any such outstanding stock certificate
shall, until such certificate shall have
been surrendered for transfer or otherwise
accounted for to New PPC or its transfer
agent, have and be entitled to exercise any
voting and other rights with respect to, and
to receive any dividends and other
distributions on, the shares of New PPC
Common Stock evidenced by such outstanding
certificate as above provided.
7. CONDITION TO EFFECTIVENESS. The
obligations of the parties hereto to effect
the merger contemplated hereby are subject
to the completion of the purchase by PPC of
shares of PPC Common Stock from certain of
its shareholders pursuant to the provisions
of the Stock Purchase Agreement of even date
herewith among PPC, Doris Pilgrim Julian,
Aubrey Hal Pilgrim, Paulette Pilgrim Rolston
and Evanne Pilgrim by March 31, 1987.
IN WITNESS WHEREOF, each of the parties
hereto has caused this Agreement to be
signed as of the date first above written.
PILGRIM'S PRIDE CORPORATION,
ATTEST: a Texas corporation
/ S / CLIFFORD E. BUTLER By: / S / LONNIE A. PILGRIM
Clifford E. Butler Lonnie A. Pilgrim
Secretary Chairman of the Board of Directors
and Chief Executive Officer
PILGRIM'S PRIDE CORPORATION,
ATTEST: a Delaware corporation
/ S / CLIFFORD E. BUTLER By: / S / LONNIE A. PILGRIM
Clifford E. Butler Lonnie A. Pilgrim
Secretary Chairman of the Board of Directors
and Chief Executive Officer
<PAGE>
SECRETARY'S CERTIFICATE
I, Clifford E. Butler, do hereby
certify that I am the duly elected and
qualified secretary of Pilgrim's Pride
Corporation, a Delaware corporation ("New
PPC"), and that the holder of all of the
issued and outstanding shares of common
stock, par value $.01 per share, of New PPC
has approved and adopted the Plan and
Agreement of Merger by and between New PPC
and Pilgrim's Pride Corporation, a Texas
corporation, dated as of October 25, 1986 by
unanimous written consent dated as of
October 25, 1986.
IN WITNESS WHEREOF, I have executed
this Certificate as of the 1st day of
November, 1986.
/ S / CLIFFORD E. BUTLER
Clifford E. Butler
SECRETARY'S CERTIFICATE
I, Clifford E. Butler, do hereby
certify that I am the duly elected and
qualified secretary of Pilgrim's Pride
Corporation, a Texas corporation ("PPC"),
and that the holders of all of the issued
and outstanding shares of common stock, par
value $1.00 per share, of PPC have approved
and adopted the Plan and Agreement of Merger
by and between PPC and Pilgrim's Pride
Corporation, a Delaware corporation, dated
as of October 25, 1986 by unanimous written
consent dated as of November 1, 1986.
IN WITNESS WHEREOF, I have executed
this Certificate as of the 1st day of
November, 1986.
/ S / CLIFFORD E. BUTLER
Clifford E. Butler
<PAGE>
STATE OF TEXAS <section>
<section>
COUNTY OF DALLAS <section>
BEFORE ME, a Notary Public in and for
said County and State, personally appeared
Lonnie A. Pilgrim and Clifford E. Butler,
who being by me duly sworn, declared that
they are the Chairman of the Board of
Directors and Chief Executive Officer and
Secretary, respectively, of Pilgrim's Pride
Corporation, a Delaware corporation, that
they signed the foregoing document as
Chairman of the Board of Directors and Chief
Executive Officer and Secretary,
respectively, of said corporation, that the
statements therein contained are true and
acknowledged the instrument to be the free
act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE,
this 30th day of October, 1986.
/ S / JULIA M.MARTIN
Notary Public in and for
the State of Texas
My Commission Expires:
January 24, 1989
STATE OF TEXAS
COUNTY OF DALLAS
BEFORE ME, a Notary Public in and for
said County and State, personally appeared
Lonnie A. Pilgrim and Clifford E. Butler,
who being by me duly sworn, declared that
they are the Chairman of the Board of
Directors and Chief Executive Officer and
Secretary, respectively, of Pilgrim's Pride
Corporation, a Texas corporation, that they
signed the foregoing document as Chairman of
the Board of Directors and Chief Executive
Officer and Secretary, respectively, of said
corporation, that the statements therein
contained are true and acknowledged the
instrument to be the free act and deed of
said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE,
this 30th day of October, 1986.
/ S / JULIA M. MARTIN
Notary Public in and for
the State of Texas
My Commission Expires:
January 24, 1989
<PAGE>
CERTIFICATE OF MERGER
Pursuant to the provisions of Section
252 of the General Corporation Law of the
State of Delaware, Pilgrim's Pride
Corporation, a Delaware Corporation, does
hereby adopt the following Certificate of
Ownership and Merger:
1. The name and state of
incorporation of each of the constituent
corporations is:
Name of
CORPORATION
STATE
Cash Poultry, Inc. Arizona
Pilgrim's Pride Corporation
Delaware
2. The Plan and Agreement of Merger
(the "Merger Agreement") between Pilgrim's
Pride Corporation and Cash Poultry, Inc.
dated March 10, 1988, attached hereto as
Exhibit A, has been approved, adopted,
certified, executed and acknowledge by each
of the constituent corporations.
3. The name of the surviving
corporation is Pilgrim's Pride Corporation,
a Delaware corporation.
4. The Certificate of Incorporation
of Pilgrim's Pride Corporation shall be the
Certificate of Incorporation of the
surviving corporation.
5. The executed Merger Agreement is
on file at the principal place of business
of Pilgrim's Pride Corporation, 110 South
Texas Street, Pittsburg, Texas 75686.
6. A copy of the Merger Agreement
will be furnished by Pilgrim's Pride
Corporation on request and without cost to
any stockholder of any constituent
corporation.
7. The authorized capital stock of
Cash Poultry, Inc. is 15,000 shares of
common stock, par value 100.00 per share,
and 15,000 shares of preferred stock, par
value $100.00 per share.
8. Pilgrim's Pride Corporation is the
owner of 100% of the issued and outstanding
shares of Cash Poultry, Inc.
IN WITNESS WHEREOF, the undersigned has
causes this Certificate to be signed as of
the 10 day of March, 1988.
PILGRIM'S PRIDE CORPORATION
Attest: a Delaware Corporation
/ S / CLIFFORD E. BUTLER By: / S / LONNIE A. PILGRIM
Clifford E. Butler Lonnie A. Pilgrim
Secretary Chairman of the Board and
Chief Executive Officer
<PAGE>
EXHIBIT A
PLAN AND AGREEMENT OF MERGER
THIS PLAN AND AGREEMENT OF MERGER, made
an entered into as of the 10th day of March,
1988, by and between Cash Poultry, Inc., an
Arizona corporation ("CPI") and Pilgrim's
Pride Corporation, a Delaware corporation
("PPC") (hereinafter collectively referred
to as the "Constituent Corporations");
W I T N E S S E T H:
WHEREAS, the respective Boards of
Directors of CPI and PPC have determined
that it is desirable and in the best
interest of each of the corporations to
effect a merger of the corporations, whereby
(i) CPI will be merged into PPC, which will
be the surviving corporation in the merger,
(ii) each issued and outstanding share of
common and preferred stock, par value
$100.00 per share ("CPI Stock"), of CPI
owned by PPC will be cancelled and (iii) no
new shares of PPC shall be issued in
exchange therefor; and
WHEREAS, the respective Boards of
Directors of CPI and PPC have duly
authorized the execution hereof;
NOW THEREFORE, in consideration of the
premises and of the mutual covenants and
agreements herein contained, CPI and PPC
hereby agree that CPI shall be merged with
and into PPC in accordance with the terms
and conditions of this Agreement and
prescribe the terms and conditions of the
merger of CPI into PPC, the mode of carrying
it into effect, the name of the surviving
corporation, and such other details and
provisions as are deemed necessary of
desirable, as follows:
1. MERGER. Subject to the conditions
hereinafter set forth, upon the filing of
Articles of Merger as required under
applicable law (the "Effective Time"), CPI
shall be merged with and into PPC, and PPC
shall be the surviving corporation and shall
be governed by the laws of the State of
Delaware.
2. TERMS AND CONDITIONS OF THE
MERGER. At the Effective Time, (i) the
Certificate of Incorporation of the
surviving corporation shall be the
Certificate of Incorporation of PPC in
effect immediately prior to the Effective
Time, (ii) the Bylaws of the surviving
corporation shall be the bylaws of PPC in
effect immediately prior to the Effective
Time, (iii) the directors of the surviving
corporation shall be the directors of PPC in
office immediately prior to the Effective
Time, who shall serve until their successors
shall have been elected and shall qualify,
(iv) the officers of the surviving
corporations shall be the offices of PPC in
office immediately prior to the Effective
Time, and (v) the registered office of the
surviving corporation in the State of
Delaware shall be the Corporation Trust
Center, 1209 Orange Street, Wilmington,
Delaware.
This Merger Agreement shall constitute
a Plan of Reorganization pursuant to Section
368(a)(1)(A) of the Internal Revenue Code of
1954, as amended.
At the Effective Time, the separate
corporate existence of CPI shall cease, and
PPC shall possess all the rights,
privileges, powers and franchises of a
public as well as of a private nature and be
subject to all the restrictions,
disabilities and duties of each of the
Constituent Corporations; and all and
singular, the rights, privileges, powers and
franchises of each of the Constituent
Corporations, and all property, real,
personal and mixed, and all debts due to
either of the Constituent Corporations on
whatever account, including stock
subscriptions and all other choses or things
in action or belonging to each of the
Constituent Corporations shall be vested in
the surviving corporation; and all property,
rights, privileges, powers and franchises,
and all and every other interest shall be
thereafter as effectually the property of
the surviving corporation as they were of
the several and respective Constituent
Corporations, and the title to any real
estate vested by deed or otherwise, under
the laws of the State of Delaware, in either
of such Constituent Corporations, shall not
revert or be in any way impaired by reason
of the General Corporation Law of the State
of Delaware; but all rights of creditors and
all liens upon any property of any of the
Constituent Corporations shall be preserved,
unimpaired, and all debts, liabilities and
duties of the respective Constituent
Corporations shall thenceforth attach to the
surviving corporation and may be enforced
against it to the same extent as if said
debts, liabilities and duties had been
incurred or contracted to it.
PPC, the surviving corporation, hereby
(i) agrees that it may be served with
process in the State of Arizona in any
proceeding for the enforcement of any
obligation of CPI and in any proceeding for
the enforcement of the rights of a
dissenting shareholder of CPI against PPC,
(ii) irrevocably appoints the Commissioner
of the State of Arizona as its agent to
accept service of process in any such
proceeding, and (iii) agrees that it will
promptly pay to the dissenting shareholders
of CPI the amount, if any, to which they
shall be entitled under the provisions of
<section>10-007 of the Corporate Laws of the
State of Arizona with respect to the rights
of dissenting shareholders.
3. THE MANNER OF CONVERTING THE
SHARES. At the Effective Time, each of the
issued and outstanding shares of CPI Stock
owned by PPC shall be cancelled and
returned. No shares of stock of PPC shall
be issued in exchange therefor.
4. TERMINATION. This Agreement may
be terminated and abandoned at any time
prior to the Effective Time, whether before
or after action thereon by the shareholders
of CPI or PPC, by resolution of the Board of
Directors of either CPI or PPC. In the
event of the termination and abandonment of
this Agreement pursuant to the provisions of
this Section, this Agreement shall be of no
further force or effect.
5. FURTHER ACTIONS. The parties
hereto agree to take all further actions and
to execute and acknowledge and deliver all
such further instruments or documents as may
be necessary or desirable to carry out the
transactions provided for in this Agreement.
IN WITNESS WHEREOF, each of the parties
hereto has caused this Agreement to be
signed as of the date first above written.
CASH POULTRY, INC.,
ATTEST: an Arizona corporation
/ S / CLIFFORD E. BUTLER By: / S / LONNIE A. PILGRIM
Clifford E. Butler Lonnie A. Pilgrim,
Secretary President
PILGRIM'S PRIDE CORPORATION,
ATTEST: a Delaware corporation
/ S / CLIFFORD E. BUTLER By: / S / LONNIE A. PILGRIM
Clifford E. Butler Lonnie A. Pilgirm
Secretary Chief Executive Officer
STATE OF TEXAS
COUNTY OF CAMP
BEFORE ME, a Notary Public in and for
said County and State, personally appeared
Lonnie A. Pilgrim and Clifford E. Butler,
who being by me duly sworn, declared that
they are the Chief Executive Officer and
Secretary, respectively, of Pilgrim's Pride
Corporation, a Delaware Corporation, that
they signed the foregoing document as Chief
Executive Officer and Secretary,
respectively, of said corporation; that the
statements therein contained are true, and
acknowledged the instrument to be the free
act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE,
this 10th day of March, 1988.
/ S / CYNTHIA A.JACKSON
Notary Public in and for
the State of Texas
My Commission Expires:
7-12-89
STATE OF TEXAS
COUNTY OF CAMP
BEFORE ME, a Notary Public in and for
said County and State, personally appeared
Lonnie A. Pilgrim and Clifford E. Butler,
who being by me duly sworn, declared that
they are the President and Secretary,
respectively, of Cash Poultry, Inc., an
Arizona Corporation, that they signed the
foregoing document as President and
Secretary, respectively, of said
corporation, that the statements therein
contained are true, and acknowledged the
instrument to be the free act and deed of
said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE,
this 10 day of March, 1988.
/ S / CYNTHIA A. JACKSON
Notary Public in and for
the State of Texas
My Commission Expires:
7-12-89
<PAGE>
SECRETARY'S CERTIFICATE
I, Clifford E. Butler, do hereby
certify that I am the duly elected and
qualified secretary of Cash Poultry, Inc.
and that the holders of all of the issued
and outstanding shares of non-voting common
and voting preferred stock, par value
$100.00 per share, of CPI have approved and
adopted the Plan and Agreement of Merger by
and between CPI and Pilgrim's Pride
Corporation, a Delaware corporation, dated
March 10, 1988 by unanimous consent dated
March 10, 1988.
IN WITNESS WHEREOF, I have executed the
Certificate as of the 10 day of March, 1988.
/ S / CLIFFORD E. BUTLER
Clifford E. Butler
<PAGE>
CERTIFIED RESOLUTIONS APPROVING PLAN
AND AGREEMENT OF MERGER
WHEREAS, there has been presented to
and discussed at this meeting a proposed
Plan and Agreement of Merger, a copy of
which is attached hereto, providing for the
Merger of Cash Poultry, Inc. into this
Corporation; and
WHEREAS, this Board of Directors deems
it to be in the best interests of this
Corporation and its shareholders that the
Plan and Agreement of Merger be approved and
that Cash Poultry, Inc. and this Corporation
be merged;
RESOLVED, that the terms and conditions
of the proposed Plan and Agreement of Merger
present to this meeting, and mode of
carrying them into effect as well as the
manner and basis of converting the shares of
the constituent corporations into shares of
the surviving corporation as set forth in
the Plan and Agreement of Merger, are hereby
approved;
RESOLVED FURTHER, that the President
and the Secretary of this Corporation are
directed to execute said Plan and Agreement
of Merger in the name and on behalf of this
Corporation and to deliver a duly executed
copy thereof to Pilgrim's Pride, Inc.;
SECRETARY'S CERTIFICATE
I, Clifford E. Butler, do hereby
certify that I am the duly eleceted and
qualified Secretary of Pilgrim's Pride
Corporation, and that the directors of
Pilgrim's Pride Corporation have approved
the above and foregoing Resolutions by
unanimous consent at a meeting of the Board
of Directors duly held on February 3, 1998.
SIGNED AND DATED this 10 day of March,
1988.
/ S / CLIFFORD E. BUTLER
Clifford E. Butler
<PAGE>
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
