8-K

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, Texas75686-0093                            

(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:

qWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

qSoliciting 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))

qPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

DALDMS/556148.2

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

NumberDescription

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.

DALDMS/556148.2

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, 2005By: /s/ Richard A. Cogdill

Richard A. Cogdill

Executive Vice President, Chief Financial Officer,

Secretary and Treasurer

DALDMS/556148.2

Exhibit Index

Exhibit

NumberDescription

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.

EX-1.1

Pilgrim’s Pride Corporation

First Amendment to Third Amended and Restated Secured Credit Agreement

November 25, 2005

Pilgrim’s Pride Corporation

4845 US Highway 271 North

Pittsburg, Texas 75686

Attention: Richard A. Cogdill

Ladies and Gentlemen:

Reference is hereby made to the Third Amended and Restated Secured Credit Agreement dated April 7, 2004 (the “Credit Agreement”) by and among Pilgrim’s Pride Corporation (the “Company”), Harris N.A., successor by merger to Harris Trust and Savings Bank in its capacity as administrative agent (“Agent”) and in its individual capacity, and the other lenders party thereto (“Banks”). All capitalized terms used herein without definition shall have the same meaning as set forth in the Credit Agreement.

The Company desires the flexibility to distribute a special dividend to the holders of its common stock in an amount equal to one dollar ($1.00) per share and to increase the amount of yearly dividends it can pay to the holders of its common stock up to an aggregate amount not to exceed thirteen million dollars ($13,000,000) per fiscal year (collectively, the “Dividend Plan”). In order to permit the Company to implement the Dividend Plan, subject to the terms and provisions of this amendment (the “Amendment”), the Agent and the Required Banks hereby consent to the Dividend Plan and amend Section 7.14 of the Credit Agreement to read in its entirety as follows:

Section 7.14. Dividends and Certain Other Restricted Payments. The Company will not (a) declare or pay any dividends or make any distribution on any class of its capital stock (other than dividends payable solely in its capital stock) or (b) directly or indirectly purchase, redeem or otherwise acquire or retire any of its capital stock (except out of the proceeds of, or in exchange for, a substantially concurrent issue and sale of capital stock) or (c) make any other distributions with respect to its capital stock; provided, however, that if no Potential Default or Event of Default shall exist before and after giving effect thereto, the Company may (i) pay dividends (A) on Convertible Stock the proceeds of which were used to refinance Debt permitted by Section 7.16 or (B) on Convertible Stock which is classified as debt under generally accepted accounting principles, consistently applied, or which the Company elects to treat as Debt under this Agreement, and such Debt is permitted by Section 7.16 hereof, (ii) in addition to the dividends permitted by clauses (i) and (v), pay dividends in an aggregate amount not to exceed $13,000,000 in any Fiscal Year, (iii) pay dividends permitted under Section 7.14(ii) during the immediately preceding Fiscal Year that were declared but not paid in the immediately preceding Fiscal Year, (iv) repurchase the Company’s capital stock in an aggregate amount not to exceed $25,000,000, and (v) in addition to the dividends permitted by clauses (i), (ii) and (iii), pay a one-time dividend in an amount not to exceed the lesser of $1.00 per share and $66,556,000 in the aggregate to holders of the Company’s common stock.

This Amendment shall become effective upon its execution by the Company, the Agent, and the Required Banks. The Company, by its execution of this Amendment, represents and warrants to the Banks that (a) each of the representations and warranties set forth in Section 5 of the Credit Agreement is true and correct as of the date hereof, except that the representations and warranties made under Section 5.3 shall be deemed to refer to the most recent annual report furnished to the Banks by the Company, and (b) the Company is in full compliance with all of the terms and conditions of the Credit Agreement and no Event of Default or Potential Default has occurred and is continuing thereunder.

This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. Telefax or facsimile copies of this Amendment or signature pages bearing original signatures, and signature pages delivered by telefax or facsimile, shall, in each such instance, be deemed to be, and shall constitute and be treated as, an original signed document or counterpart, as applicable. This Amendment shall be governed by the internal laws of the State of Illinois.

Please indicate your agreement by executing a copy of this Amendment so indicated below and return same to the undersigned.

Very yours truly,

Harris N.A., successor by merger to Harris Trust and Savings Bank, individually and as Agent

By: /s/ David Bechstein

Its Vice President

SunTrust Bank

By: /s/

Its: Managing Director

U.S. Bank, National Association

By: /s/

Its: Senior Vice President

Wells Fargo Bank National Association

By: /s/

Its: Relationhip Manager

ING Capital LLC

By: /s/ Lina A. Garcia

Its: Vice President

By:

Its:

Regions Bank

By: /s/

Its: SVP

Credit Suisse First Boston, acting through its Cayman Islands Branch

By: /s/ Karl Studer

Its: Director

By: /s/ Yvonne Guntlin

Its: Assistant Vice President

CoBank, ACB

By: /s/ Jim Stutzman

Its: Vice-President

Accepted and Agreed to as of the day and year first above written:

PILGRIM’S PRIDE CORPORATION

            By: /s/ Richard A. Cogdill

       Richard A. Cogdill

       Chief Financial Officer

EX-1.2

SECOND AMENDMENT TO CREDIT AGREEMENT

Parties:

“CoBank”:CoBank, ACB

5500 South Quebec Street

Greenwood Village, Colorado 80111

“Borrower”:Pilgrim’s Pride Corporation

4845 US Highway 271 North

Pittsburg, Texas 75686

“Syndication Parties”:Whose signatures appear below

Execution Date: November 28, 2005

Recitals:

A.CoBank (in its capacity as the Administrative Agent (“Agent”) and as a Syndication Party) and Borrower have entered into that certain 2004 Amended and Restated Credit Agreement (Convertible Revolving Loan) dated as of April 7, 2004, and that certain First Amendment to Credit Agreement dated September 22, 2005 (“First Amendment”) (as amended by the First Amendment and as further amended, modified, or supplemented from time to time, the “Credit Agreement”) pursuant to which CoBank and any entity which becomes a “Syndication Party” has extended certain credit facilities to Borrower under the terms and conditions set forth in the Credit Agreement.

B.Borrower has requested that the Agent and the Syndication Parties broaden Borrower’s authority to pay dividends and make distributions to the holders of its common stock, which the Agent and the Syndication Parties are willing to do under the terms and conditions as set forth in this Second Amendment to Credit Agreement (“Second Amendment”).

Agreement:

Now, therefore, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.Amendments to Credit Agreement. The Credit Agreement is amended as of the Effective Date as follows:

1.1Section 10.10 is hereby amended in its entirety to read as follows:

10.10Dividends, etc. Borrower shall not, directly or indirectly, declare or pay any dividends (other than dividends payable solely in stock of Borrower) on account of any shares of any class (including common or preferred stock) of its capital stock now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of its capital stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration other than common stock or apply or set apart any sum, or make any other distribution (by reduction or capital or otherwise) in respect of any such shares or agree to do any of the foregoing; provided that if no Potential Default or Event of Default shall exist before and after giving effect thereto, Borrower may (a) pay dividends on preferred stock and other capital stock of Borrower that are convertible, exchangeable or exercisable into Borrower's common stock and on any common stock of Borrower which may be issued upon conversion, exchange or exercise of such capital stock, (b) in addition to the dividends permitted by clauses (a) and (e), pay dividends in an aggregate amount not to exceed $13,000,000.00 in any Fiscal Year; (c) pay dividends permitted under clause (b) hereof during the immediately preceding Fiscal Year that were declared but not paid in the immediately preceding Fiscal Year (without giving effect to any carry over); (d) repurchase, at any time after the Original Effective Date, its shares of capital stock in an amount not to exceed $25,000,000.00 in the aggregate; and (e) in addition to dividends permitted under clauses (a), (b), and (c) of this Section, pay a one-time dividend in an amount not to exceed the lesser of $1.00 per share and $66,556,000.00 in the aggregate to holders of Borrower’s common stock.

2.Conditions to Effectiveness of this Second Amendment. The effectiveness of this Second Amendment is subject to satisfaction, in the Administrative Agent’s sole discretion, of each of the following conditions precedent (the date on which all such conditions precedent are so satisfied shall be the “Effective Date”):

2.1Delivery of Executed Loan Documents. The Administrative Agent shall have received originals of this Second Amendment duly executed by Borrower and all other parties hereto.

2.2Representations and Warranties. The representations and warranties of Borrower in the Credit Agreement shall be true and correct in all material respects on and as of the Effective Date as though made on and as of such date.

2.3No Event of Default. No Event of Default shall have occurred and be continuing under the Credit Agreement as of the Effective Date of this Second Amendment.

2.4Payment of Fees and Expenses. Borrower shall have paid the Administrative Agent, by wire transfer of immediately available federal funds (a) all fees presently due under the Credit Agreement (as amended by this Second Amendment); and (b) all expenses owing as of the Effective Date pursuant to Section 14.1 of the Credit Agreement.

3.General Provisions.

3.1No Other Modifications. The Credit Agreement, as expressly modified herein, shall continue in full force and effect and be binding upon the parties thereto.

3.2Successors and Assigns. This Second Amendment shall be binding upon and inure to the benefit of Borrower, Agent, and the Syndication Parties, and their respective successors and assigns, except that Borrower may not assign or transfer its rights or obligations hereunder without the prior written consent of all the Syndication Parties.

3.3Definitions. Capitalized terms used, but not defined, in this Second Amendment shall have the meaning set forth in the Credit Agreement.

3.4Severability. Should any provision of this Second Amendment be deemed unlawful or unenforceable, said provision shall be deemed several and apart from all other provisions of this Second Amendment and all remaining provision of this Second Amendment shall be fully enforceable.

3.5Governing Law. To the extent not governed by federal law, this Second Amendment and the rights and obligations of the parties hereto shall be governed by, interpreted and enforced in accordance with the laws of the State of Colorado.

3.6Headings. The captions or headings in this Second Amendment are for convenience only and in no way define, limit or describe the scope or intent of any provision of this Second Amendment.

3.7Counterparts. This Second Amendment may be executed by the parties hereto in separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. Copies of documents or signature pages bearing original signatures, and executed documents or signature pages delivered by a party by telefax, facsimile, or e-mail transmission of an Adobe® file format document (also known as a PDF file) shall, in each such instance, be deemed to be, and shall constitute and be treated as, an original signed document or counterpart, as applicable. Any party delivering an executed counterpart of this Second Amendment by telefax, facsimile, or e-mail transmission of an Adobe® file format document also shall deliver an original executed counterpart of this Second Amendment, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Second Amendment.

[Signatures to follow on next page.]

4

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed as of the Effective Date.

ADMINISTRATIVE AGENT:CoBank, ACB

By: /s/ Jim Stutzman

Name: Jim Stutzman

Title:Vice President

BORROWER:Pilgrim’s Pride Corporation

By: /s/ Richard A. Cogdill

Name: Richard A. Cogdill

Title: Chief Financial Officer

SYNDICATION PARTIES:CoBank, ACB

By: /s/ Jim Stutzman

Name:Jim Stutzman

Title:Vice President

Agriland, FCS

By: /s/ Steve Ogletree

Name:Steve Ogletree

Title:Chief Executive Officer

Deere Credit, Inc.

By: /s/ Raymond L. Murphey

Name:Raymond L. Murphey

Title:Senior Account Credit Manager