462(b) Registration

As filed with the Securities and Exchange Commission on August 4, 2005

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

PILGRIM’S PRIDE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Delaware   75-1285071

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification Number)

 

4845 US Highway 271 North

Pittsburg, Texas 75686

(903) 434-1000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

RICHARD A. COGDILL

Executive Vice President, Chief Financial Officer, Secretary and Treasurer

4845 US Highway 271 North

Pittsburg, Texas 75686

(903) 434-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

With a copy to:

 

ALAN G. HARVEY

Baker & McKenzie LLP

2001 Ross Avenue

Suite 2300

Dallas, Texas 75201

(214) 978-3000

 

 

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x    333-117472

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

 

If delivery of the Prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨

 

CALCULATION OF REGISTRATION FEE

Title of Each Class of

Securities to be Registered

    Amount to be
Registered		   

Proposed Maximum

Offering Price

per Unit

    

Proposed Maximum

Aggregate Offering

Price(1)

   

Amount of

Registration Fee

Debt Securities

                       

Preferred Stock, par value $.01 per share

                       

Common Stock, par value $.01 per share(2)

                       

Total

    $ 40,000,000    — (3)   $40,000,000    $4,708
(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.
(2) Such indeterminate number or amount of Debt Securities, Preferred Stock or Common Stock as may from time to time be issued at indeterminate prices in an aggregate public offering price for all securities not to exceed $40,000,000 or the equivalent thereof in one or more foreign currencies (including composite currencies). This Registration Statement also covers such indeterminate amount of securities as may be issued in exchange for, or upon conversion of, as the case may be, the Debt Securities or Preferred Stock registered hereunder. Such amount is exclusive of accrued interest or dividends, if any. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. No separate consideration will be received for any securities registered hereunder that are issued in exchange for, or upon conversion of, as the case may be, the Debt Securities or Preferred Stock.
(3) Omitted pursuant to General Instruction II.D. of Form S-3.

 

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

EXPLANATORY NOTE

 

This Registration Statement is being filed pursuant to Rule 462(b) solely to increase the amount of securities which may be issued by us. Pursuant to Rule 462(b), the contents of the Registration Statement on Form S-3 (Registration Number 333-117472), including the exhibits thereto and each of the documents incorporated therein by reference, are hereby incorporated by reference into this Registration Statement.

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburg, State of Texas, on the 4th day of August, 2005.

 

PILGRIM’S PRIDE CORPORATION
By:   

/s/ Richard A. Cogdill

     RICHARD A. COGDILL
    

Executive Vice President, Chief Financial Officer,

Secretary, Treasurer and Director

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

                            *

LONNIE “BO” PILGRIM

    Chairman of the Board (Principal Executive   August 4, 2005
     Officer)    

                            *

CLIFFORD E. BUTLER

    Vice Chairman of the Board   August 4, 2005

                            *

O.B. GOOLSBY, JR.

    President and Director   August 4, 2005

/s/ Richard A. Cogdill

RICHARD A. COGDILL

    Executive Vice President, Chief Financial   August 4, 2005
     Officer, Secretary, Treasurer, and Director (Principal Financial and Accounting Officer)    

                            *

LONNIE KEN PILGRIM

    Director   August 4, 2005

 

CHARLES L. BLACK

    Director    

 

S. KEY COKER

    Director    

                            *

BLAKE D. LOVETTE

    Director   August 4, 2005

                            *

VANCE C. MILLER

    Director   August 4, 2005

                            *

JAMES G. VETTER, JR.

    Director   August 4, 2005

 

II-1

Signature

   

Title

  

Date

 

DONALD L. WASS, Ph.D.

    Director    

 

LINDA CHAVEZ

    Director    

 

KEITH W. HUGHES

    Director    

 

* By:   

/s/ Richard A. Cogdill

     Richard A. Cogdill
     Attorney-in-Fact

 

II-2

INDEX TO EXHIBITS

 

Exhibit
Number
   

Description

5.1    Legal Opinion of Baker & McKenzie LLP
23.1    Consent of Baker & McKenzie LLP (included in Exhibit 5.1)
23.2    Consent of Ernst & Young, LLP