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As filed with the Securities and Exchange Commission on July 20, 1999.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A-2
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)
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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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If this form relates to the registration of a class of If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange 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. [X] A.(d), please check the following box. [_]
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Securities Act registration statement file number to which this form relates:
Not Applicable.
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Class B Common Stock, New York Stock Exchange, Inc.
par value $.01 per share
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Securities to be registered pursuant to Section 12(g) of the Act: None
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On July 20, 1999, (i) the stockholders of Pilgrim's Pride Corporation (the
"Company") approved an amendment (the "Amendment") to the Company's Certificate
of Incorporation which would permit dividends of either Class A Common Stock,
par value $.01 per share, of the Company (the "Class A Common Stock") or Class B
Common Stock, par value $.01 per share, of the Company (the "Class B Common
Stock" and, together with the Class A Common Stock, the "Common Stock"), as
specified by the Board of Directors of the Company, to holders of the Company's
Class B Common Stock and (ii) the Company filed a Certificate of Amendment to
its Certificate of Incorporation with the Secretary of State of the State of
Delaware effecting the Amendment.
Accordingly, the Company's Registration Statement on Form 8-A, filed with
the Securities and Exchange Commission on September 24, 1986, and amended on
July 1, 1998, is hereby amended and restated in its entirety to read as follows:
Item 1. Description of Registrant's Securities to be Registered.
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The Company is registering hereby its Class B 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
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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
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Stock, if any, the holders of record of the Common Stock will be entitled to
receive such dividends as may be declared by the Board of Directors out of any
funds of the Company, except that (i) if dividends are declared that are payable
in shares of Common Stock, such stock dividends will be payable at the same rate
on each class of Common Stock and will be payable in shares of Class A Common
Stock to holders of Class A Common Stock and in shares of either Class A Common
Stock or Class B Common Stock, as may be specified by the Board of Directors, to
holders of Class B Common Stock and (ii) if dividends are declared that are
payable in shares of common stock of another company, then such shares may
differ as to voting rights to the extent that voting rights differ among the
Class A Common Stock and the Class B Common Stock.
Stock Splits. Except as expressly provided above, the Company will not
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subdivide, by stock split, reclassification, stock dividend, recapitalization or
other subdivision, or combine the outstanding shares of one class of Common
Stock unless the outstanding shares of both classes of Common Stock are capable
of being proportionately subdivided or combined.
Liquidation Rights. In the event of any voluntary or involuntary liquidation,
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dissolution or winding up of the affairs of the Company, after distribution in
full of the preferential amounts, if any, to be distributed to the holders of
shares of the Preferred Stock or any series thereof, the holders of shares of
the Common Stock shall be entitled to receive all of the remaining assets of the
Company available for distribution to its stockholders, ratably in proportion to
the number of shares of the Common Stock held by them. A liquidation,
dissolution or winding-up of the Company, as such terms are used herein, will
not be deemed to be occasioned by or to include any consolidation or merger of
the Company with or into any other company or companies or other entity or a
sale, lease, exchange or conveyance of all or a part of the assets of the
Company.
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Voting Rights. The holders of shares of the Class A Common Stock and the
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Class B Common Stock will vote as a single class on all matters submitted to a
vote of the stockholders, with each share of Class A Common Stock entitled to 1
vote and each share of Class B Common Stock entitled to 20 votes, except as
otherwise provided by law.
Consideration on Merger, Consolidation, Business Combination. In any merger,
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consolidation or business combination, the consideration to be received per
share by the holders of Class A Common Stock and Class B Common Stock will be
identical for each class of stock, except that in any such transaction in which
shares of common stock are to be distributed, such shares may differ as to
voting rights to the extent that voting rights differ among the Class A Common
Stock and the Class B Common Stock.
Preemptive Rights; Subscription Rights; Cumulative Voting. Stockholders of
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the Company will not be entitled to preemptive or subscription rights or to
cumulative voting.
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
Preferred Stock. Although the Board of Directors has no present intention to
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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
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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 generally 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
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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.
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Exhibit No. Description of Exhibit
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1. Certificate of Amendment to Certificate of
Incorporation of the Company (incorporated by reference
to Exhibit 1 of the Company's Form 8-A,filed with the
Securities and Exchange Commission on July 20, 1999).
2. Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 1 of the
Company's Form 8-A/A-1, filed with the Securities and
Exchange Commission on July 1, 1998).
3. Amended and Restated Corporate Bylaws of the Company
(incorporated by reference to Exhibit 3 of the
Company's Form 8-A, filed with the Securities and
Exchange Commission on July 20, 1999).
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SIGNATURE
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: July 20, 1999 By: / s / Richard A. Cogdill
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Richard A. Cogdill
Executive Vice President, Chief Financial
Officer, Secretary and Treasurer
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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1. Certificate of Amendment to Certificate of Incorporation of
the Company (incorporated by reference to Exhibit 1 of the
Company's Form 8-A, filed with the Securities and Exchange
Commission on July 20, 1999).
2. Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 1 of the Company's
Form 8-A/A-1, filed with the Securities and Exchange
Commission on July 1, 1998).
3. Amended and Restated Corporate Bylaws of the Company
(incorporated by reference to Exhibit 3 of the Company's
Form 8-A, filed with the Securities and Exchange Commission
on July 20, 1999).
