UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported): November 30, 2005
PILGRIM'S
PRIDE CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
(State or Other Jurisdiction
of Incorporation) |
1-9273
(Commission
File Number) |
75-1285071
(IRS Employer
Identification No.) |
4845
US Highway 271
North
Pittsburg,
Texas 75686-0093
(Address
of Principal Executive Offices) (ZIP
Code)
Registrant's
telephone number, including area code: (903)
434-1000
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
q Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
q Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
q |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
q Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement.
On
November 30, 2005, Pilgrim's Pride Corporation (the "Company") entered into a
First Amendment to Third Amended and Restated Secured Credit Agreement with
Harris N.A., as administrative agent and in its individual capacity, and the
other lenders party thereto, which amended that certain Third Amended and
Restated Secured Credit Agreement, dated April 7, 2004, to increase the
aggregate annual amount of dividends the Company is permitted to pay thereunder
from a previous limit of $6,500,000 to a current limit of $13,000,000, and to
also permit the Company to pay a one-time special dividend of $1.00 per share of
common stock. The First Amendment to Third Amended and Restated Credit Agreement
is filed as an exhibit to this Current Report and incorporated herein by
reference, and the foregoing summary is qualified in its entirety
thereby.
Also on
November 30, 2005, the Company entered into a Second Amendment to Credit
Agreement with CoBank, ACB, as Administrative Agent, and certain syndication
parties thereto, which amended that certain 2004 Amended and Restated Credit
Agreement, dated April 7, 2004, as amended, to increase the aggregate annual
amount of dividends the Company is permitted to pay thereunder from the previous
limit of $6,500,000 to a current limit of $13,000,000, and to also permit the
Company to declare a one-time special dividend of $1.00 per share of common
stock. The Second Amendment to Credit Agreement is filed as an exhibit to this
Current Report and incorporated herein by reference, and the foregoing summary
is qualified in its entirety thereby.
Immediately
after entering into the aforementioned amendments to its credit agreements, the
Company declared a special dividend of $1.00 per share of common stock. The
dividend is payable on January 13, 2006 to shareholders of record at the close
of business on December 30, 2005. Additionally, the Board of Directors increased
the Company's regular quarterly dividend by 50% and declared a quarterly
dividend of $0.0225 per share. The regular quarterly dividend is payable on
December 30, 2005 to shareholders of record at the close of business on December
16, 2005. Although, with the exception of two quarters in 1993, the Board of
Directors has declared regular cash dividends every fiscal quarter since the
Company's initial public offering in 1986, the declaration and payment of future
dividends are at the discretion of the Company's Board of Directors and will
depend upon the Company's financial condition, results of operations and other
factors deemed relevant by the Board of Directors, as well as any limitations
imposed by the Company's credit facilities and indentures.
On
November 30, 2005, the Board of Directors also increased its non-employee
director compensation. The Company now pays its directors who are not employees
of the Company $9,000 per Board meeting attended in person, plus expenses, and
directors who are not employees of the Company now also receive $4,000 and
$2,000 per telephonic meeting that they participate in that lasts at least 45
minutes or less than 45 minutes, respectively. Additionally, the Company now
pays the members of its Audit Committee $6,000 for each Audit Committee meeting
attended in person, plus expenses, and $4,000 and $2,000 per telephonic Audit
Committee meeting that they participate in that lasts at least 45 minutes or
less than 45 minutes, respectively.
Item
9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit
Number Description
|
1.1 |
First
Amendment to Third Amended and Restated Credit Agreement dated November
25, 2005 between Pilgrim's Pride Corporation, Harris N.A., and the other
lenders party thereto. |
|
1.2 |
Second
Amendment to Credit Agreement dated November 28, 2005 between Pilgrim’s
Pride Corporation, CoBank, ACB, and certain syndication parties
thereto. |
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
PILGRIM'S
PRIDE CORPORATION
Date:
December 5, 2005 By:
/s/
Richard A. Cogdill
Richard
A. Cogdill
Executive
Vice President, Chief Financial Officer,
Secretary
and Treasurer
Exhibit
Index
Exhibit
Number Description
|
1.1 |
First
Amendment to Third Amended and Restated Credit Agreement dated November
25, 2005 between Pilgrim's Pride Corporation, Harris N.A., and the other
lenders party thereto. |
|
1.2 |
Second
Amendment to Credit Agreement dated November 28, 2005 between Pilgrim’s
Pride Corporation, CoBank, ACB, and certain syndication parties
thereto. |