Pilgrim's Pride Stockholders Approve Proposals to Combine Company's Class A And Class B Common Stock and to Issue New Shares in
November 20 2003 - 6:05PM
PR Newswire (US)
Pilgrim's Pride Stockholders Approve Proposals to Combine Company's
Class A And Class B Common Stock and to Issue New Shares in
Connection With Acquisition of ConAgra's Chicken Division Stock to
Begin Trading Under New Ticker Symbol 'PPC' and Company Executives
To Ring NYSE Opening Bell on November 24, 2003 PITTSBURG, Texas,
Nov. 20 /PRNewswire-FirstCall/ -- Pilgrim's Pride Corporation , the
second-largest poultry producer in the United States, today
announced that its stockholders have overwhelmingly approved
proposals to combine the company's Class A and Class B common stock
into a single class of common stock and to issue shares of this new
common stock to ConAgra Foods, Inc. ("ConAgra") in connection with
the company's planned acquisition of ConAgra's chicken division.
(Logo: http://www.newscom.com/cgi-bin/prnh/20030417/PILLOGO ) As a
result of the outcome of today's special stockholders meeting,
Pilgrim's Pride has filed an amendment to its certificate of
incorporation to reclassify all of the company's Class A and Class
B common stock into a single class of common stock that will trade
on the New York Stock Exchange (NYSE) under the ticker symbol
"PPC." The reclassification will become effective at the close of
trading on Friday, November 21, 2003, and the new common stock will
begin trading on the NYSE under the ticker symbol "PPC" when the
market opens for trading on Monday, November 24, 2003. Certificates
representing all outstanding shares of Class A and Class B common
stock will automatically represent an equal number of shares of the
single class of new common stock, making it unnecessary to exchange
existing certificates for new certificates. To celebrate the stock
combination and new ticker symbol, Pilgrim's Pride's chairman
Lonnie "Bo" Pilgrim, his son, Lonnie "Ken" Pilgrim, a director of
the company, and Richard A. Cogdill, the company's chief financial
officer, will ring the opening bell at the NYSE on Monday, November
24, 2003 at 9:30 a.m. ET. Richard A. Cogdill, executive vice
president and chief financial officer of Pilgrim's Pride, said,
"Pilgrim's Pride is committed to enhancing value for all of our
stockholders as we continue to grow the company. The outcome of
today's vote underscores the substantial benefits our stockholders
expect us to realize through the simplification of our capital
structure and the purchase of ConAgra's highly complementary
chicken business." Following the stock combination, each share of
existing Pilgrim's Pride Class A common stock, which currently
carries voting rights of one vote per share, will be reclassified
into one share of new common stock, and each share of Class B
common stock, which currently carries voting rights of 20 votes per
share, will be reclassified into one share of new common stock.
Each share of new common stock will entitle its holder to cast 20
votes per share until a change in beneficial ownership of the share
occurs, at which time the share will generally be entitled to only
one vote. All shares of new common stock issued after the stock
combination, including the shares to be issued to ConAgra in
connection with the acquisition of the ConAgra chicken division,
will also be entitled to only one vote per share. To ensure that
the reclassification does not increase the percentage of total
voting power controlled by the Pilgrim family, members of the
Pilgrim family have entered into a voting agreement. Under the
terms of the agreement, any shares received by them in the
reclassification that would provide for voting power in excess of
the 62.225% of the total voting power currently held by them would
be voted proportionately with the votes of the other Pilgrim's
Pride stockholders as long as the common stock is listed on the
NYSE. About Pilgrim's Pride Pilgrim's Pride Corporation is the
second-largest poultry producer in the United States -- the
third-largest in chicken and fifth-largest in turkey -- and the
second largest chicken company in Mexico. Pilgrim's Pride employs
more than 24,500 persons and operates processing and further
processing plants, distribution centers, hatcheries and feed mills
in Texas, Arkansas, Arizona, North Carolina, Pennsylvania, Virginia
and West Virginia and in Mexico. Pilgrim's Pride products are sold
to foodservice, retail and frozen entree customers. The company's
primary distribution is through retailers and restaurants
throughout the United States and in the Northern and Central
regions of Mexico and to the foodservice industry nationwide in
both countries. For more information, please visit
http://www.pilgrimspride.com/ . Forward-Looking Statements
Statements contained in this press release that state the
intentions, hopes, beliefs, anticipations, expectations or
predictions of the future of Pilgrim's Pride Corporation and its
management are forward-looking statements. It is important to note
that the actual results could differ materially from those
projected in such forward-looking statements. For example, factors
that could cause actual results to differ materially from those
projected in such forward-looking statements include: matters
affecting the poultry industry generally, including fluctuations in
the commodity prices of feed ingredients, chicken and turkey;
disease outbreaks affecting the production performance and/or
marketability of the company's poultry products; contamination of
our products, which has recently and can in the future lead to
product liability claims and product recalls; exposure to risks
related to product liability, product recalls, property damage and
injuries to persons, for which insurance coverage is expensive,
limited and potentially inadequate; management of our cash
resources, particularly in light of our substantial leverage;
restrictions imposed by, and as a result of, our substantial
leverage; currency exchange rate fluctuations, trade barriers,
exchange controls, expropriation and other risks associated with
foreign operations; changes in laws or regulations affecting our
operations, as well as competitive factors and pricing pressures;
inability to acquire or effectively integrate ConAgra's chicken
business or realize the associated cost savings and operating
synergies currently anticipated; and the impact of uncertainties of
litigation as well as other risks described under "Risk Factors" in
our Annual Report on Form 10- K and subsequent filings with the
Securities and Exchange Commission. Contact: Richard A. Cogdill
Chief Financial Officer 540/896-0406
http://www.newscom.com/cgi-bin/prnh/20030417/PILLOGO DATASOURCE:
Pilgrim's Pride Corporation CONTACT: Richard A. Cogdill, Chief
Financial Officer of Pilgrim's Pride Corporation, +1-540-896-0406
Web site: http://www.pilgrimspride.com/ x
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