SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 7, 2003
Date of Report (Date of earliest event reported)
ConAgra Foods, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-7275 47-0248710
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
One ConAgra Drive, Omaha, Nebraska 68102-5001
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(402) 595-4000
Item 5. Other Events.
ConAgra Foods, Inc. signed an agreement on June 7, 2003 to
sell its chicken business to Pilgrim's Pride Corporation. The press release
announcing the transaction, and a related Q&A posted on ConAgra Foods' website,
are attached as exhibits and incorporated by reference.
The purchase price to be paid by Pilgrim's Pride to ConAgra Foods is
approximately $590 million. As payment for this business, ConAgra Foods expects
to receive:
o $100 million in cash,
o $235 million in shares of Pilgrim's Pride Class A stock, and
o $255 million in subordinated notes, payable by Pilgrim's Pride
to ConAgra Foods
The number of Class A shares issued by Pilgrim's Pride to ConAgra
Foods as part of the payment for this business will be the lesser of 39.4
million shares or the number of shares determined by taking 45% of the estimated
purchase price, divided by the greater of (1) the volume weighted average
trading price for the period June 10, 2003 through 5 trading days prior to
closing, or (2) $5.35. Pilgrim's Pride is not required to issue more than
39.4 million Class A shares in total. The remaining balance of the purchase
price will be paid with the subordinated notes.
If the average closing price for the Class A shares is less than $5.35
for the period measured prior to closing, Pilgrim's Pride is expected to provide
additional cash, notes, and/or stock to make up the difference between $5.35 and
the average share price for the period measured. If Pilgrim's Pride does not
provide additional cash, notes, and/or stock to make up that difference, ConAgra
Foods has the right to terminate the agreement.
After the transaction, ConAgra Foods' fresh chicken requirements will
be supplied at market terms by Pilgrim's Pride for use in ConAgra Foods' branded
products. The closing of the transaction is subject to closing conditions, and
shareholders representing a majority of Pilgrim's Pride current shareholder
votes have agreed to vote in favor of the issuance of the Class A shares in the
transaction.
Item 7(c). Exhibits
99.1 Press release dated June 9, 2003.
99.2 Questions and Answers
Item 9. Regulation FD Disclosure
The following information, intended to be furnished under "Item 12.
Disclosure of Results of Operations and Financial Condition" of Form 8-K, is
instead being furnished under this "Item 9. Regulation FD Disclosure" in
accordance with SEC Release No. 33-8216.
As described in the press release and related Q&A, the transaction will
result in a pretax charge of approximately $112 million, or $.14 per share after
tax, in ConAgra Foods' quarter ended May 25, 2003. The press release announcing
the transaction and the related Q&A, attached as exhibits, also provide other
financial information about the business being sold.
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.
CONAGRA FOODS, INC.
Date: June 9, 2003 By: /s/ J.P. O'Donnell
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Name: J.P. O'Donnell
Title: Executive Vice President,
Chief Financial Officer and
Corporate Secretary
EXHIBIT INDEX
Exhibit Description
99.1 Press release dated June 9, 2003................................
99.2 Questions and Answers...........................................