ex4_1.htm


    IN
THE UNITED STATES BANKRUPTCY COURT

    FOR
THE NORTHERN DISTRICT OF TEXAS

    FORT
WORTH DIVISION

    


    §

                                              §

    In
re                                                                                          
§           Chapter
11

    §

    PILGRIM’S
PRIDE CORPORATION, et
al.,                                §           Case
No. 08-45664 (DML)

                                                                                            §

    §

    Debtors.                                                                
§

    §           JOINTLY
ADMINISTERED

    §

    


    ORDER
PURSUANT TO SECTIONS 362 AND 105(a)

    OF
THE BANKRUPTCY CODE ESTABLISHING NOTIFICATION PROCEDURES AND APPROVING
RESTRICTIONS ON CERTAIN

    TRANSFERS OF INTERESTS IN
THE DEBTORS

    (Relates
to Docket No. 590)

    


    Upon the
motion dated January 17, 2009 (the “Motion”)1 of Pilgrim’s Pride Corporation (“PPC”) and certain of
its subsidiaries and affiliates, as debtors and

      

    

      
      1 All capitalized terms not
expressly defined herein shall have the meaning ascribed to them in the
Motion.

       

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

        debtors
in possession (collectively, the “Debtors”), pursuant
to sections 362 and 105(a) of title 11 of the United States Code (the
“Bankruptcy
Code”), seeking authorization to establish notification procedures and
approve restrictions on certain transfers of interest in the Debtors’ estates,
as more fully described in the Motion; and consideration of the Motion and the
relief requested being a core proceeding pursuant to 28 U.S.C. § 157(b);
and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and
1409; and due and proper notice of the Motion having been provided to
(i) the United States Trustee for the Northern District of Texas;
(ii) the attorneys for the statutory committee of unsecured creditors;
(iii) the attorneys for the Debtors’ postpetition lenders; (iv) the Securities
and Exchange Commission; (v) the Internal Revenue Service; (vi) the United
States Attorney for the Northern District of Texas; (vii) all parties who have
requested notice in these chapter 11 cases; (viii) any transfer agent(s) for PPC
Common Stock and (ix) those certain holders of PPC Common stock who have filed
Forms 13D and 13G with the SEC since January 1, 2008 (the “Notice Parties”) and
it appearing that no other or further notice need be provided; and the Court
having determined that the relief sought in the Motion is in the best interests
of the Debtors, its creditors and all parties in interest; and the Court having determined that the
legal and factual bases set forth in the Motion establish just cause for the
relief granted herein; and upon all of the proceedings had before the Court
and after due deliberation and sufficient cause appearing therefor, it
is:

        FOUND
that the Debtors’ net operating loss carryforwards (“NOLs”) and certain
other tax attributes, including “built-in” losses (together with the NOLs, the
“Tax
Attributes”) are property of the Debtors’ estates and are protected by
section 362(a) of the Bankruptcy Code; and it is further


          
            
               


            

            
               


              
                

              

            

            
               


            

          

          FOUND
that unrestricted trading in PPC common stock (the “PPC Common Stock”)
against the Debtors before the Debtors’ emergence from chapter 11 could severely
limit the Debtors’ ability to use the Tax Attributes for purposes of the
Internal Revenue Code of 1986, as amended (the “Tax Code”), as set
forth in the Motion; and it is further

          FOUND
that the notification procedures and restrictions on certain transfers of PPC
Common Stock are necessary and proper to preserve the Tax Attributes and are
therefore in the best interests of the Debtors, their estate, and their
creditors

          


          THEREFORE,
IT IS:

          ORDERED
that the Motion is granted as provided herein; and it is further

          ORDERED
that until further order of this Court to the contrary, any acquisitions,
dispositions, or trading in violation of the restrictions set forth herein shall
be null and void ab
initio as an act in violation of the automatic stay prescribed in section
362 of the Bankruptcy Code and pursuant to this Court’s equitable power
prescribed in section 105(a) of the Bankruptcy Code; and it is
further

          ORDERED
that the following procedures and restrictions shall apply to trading in PPC
Common Stock and are approved:

                       

          
            
              	 	
                      (1)

                    	
                      Notice of Substantial PPC Common Stock
      Ownership.  Any person or entity (as such latter term is
      defined in section 382 of the Tax Code, including persons acting pursuant
      to a formal or informal understanding among themselves to make a
      coordinated acquisition, an “Entity”)
      that beneficially owns, at any time on or after the filing date of the
      Motion, PPC Common Stock in an amount sufficient to qualify such person or
      entity as a Substantial Equityholder (as defined below) shall file with
      the Court, and serve upon the Debtors and Debtors’ counsel, a Notice of
      Substantial Stock Ownership (a “Substantial
      Ownership Notice”), in the form attached to the Notice of
      Procedures as Exhibit 1, specifically
      and

                    


            

          

        

      

    

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	 
      	
              in
      detail describing the PPC Common Stock ownership of such person or entity,
      on or before the date that is the later of: (a) ten (10) days after the
      entry of this Order or (b) ten (10) days after that person or entity
      qualifies as a Substantial Equityholder.  At the holder’s
      election, the Substantial Ownership Notice to be filed with the Court may
      be redacted to exclude such holder’s taxpayer identification number and
      the number of shares of PPC Common Stock that such holder beneficially
      owns.

               

            
	 	
              (2)

            	
              Acquisition of PPC Common Stock or
      Options.  At least thirty (30) calendar days prior to the
      proposed date of any transfer of equity securities (including Options, as
      defined below, to acquire such securities) that would result in an
      increase in the amount of PPC Common Stock beneficially owned by any
      person or Entity who as of the filing of the Motion is or subsequently
      becomes a Substantial Equityholder or that would result in a person or
      Entity  becoming a Substantial Equityholder (a “Proposed Equity Acquisition Transaction”),
      such person, Entity or Substantial Equityholder (a “Proposed Equity Transferee”) shall file
      with the Court, and serve upon the Debtors and Debtors’ counsel, a Notice
      of Intent to Purchase, Acquire or Otherwise Accumulate PPC Common Stock
      (an “Equity Acquisition Notice”), in
      the form attached to the Notice of Procedures as Exhibit 2, specifically and in
      detail describing the proposed transaction in which PPC Common Stock would
      be acquired.  At the holder’s election, the Equity Acquisition
      Notice to be filed with the Court may be redacted to exclude such holder’s
      taxpayer identification number and the number of shares of PPC Common
      Stock that such holder beneficially owns and proposes to purchase or
      otherwise acquire.

               

            
	 	
              (3)

            	
              Disposition of PPC Common Stock or
      Options.  At least thirty (30) calendar days prior to the
      proposed date of any transfer or other disposition of equity securities
      that would result in a decrease in the amount of PPC Common Stock
      beneficially owned by a Substantial Equityholder or that would result in a
      person or Entity ceasing to be a Substantial Equityholder (a “Proposed Equity Disposition Transaction”
      and together with a Proposed Equity Acquisition Transaction, a “Proposed Equity Transaction”), such person,
      Entity or Substantial Equityholder (a “Proposed Equity Transferor”) shall file
      with the Court, and serve upon the Debtors and Debtors’ counsel, a Notice
      of Intent to Sell, Trade or Otherwise Transfer PPC Common Stock (an “Equity Disposition Notice, and together
      with an Equity Acquisition Notice, an “Equity Trading Notice”), in the form
      attached to the Notice of Procedures as Exhibit 3, specifically and in
      detail describing the proposed transaction in which PPC Common Stock would
      be transferred.  At the holder’s election, the Equity
      Disposition Notice to be filed with the Court may be redacted to exclude
      such holder’s taxpayer identification number and the number of shares of
      PPC Common Stock 

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	 
      	
              that
      such holder beneficially owns and proposes to sell or otherwise
      transfer.

               

            
	
            	
              (4)     
      

            	
              Objection Procedures.  The
      Debtors shall have twenty (20) calendar days after the filing of an Equity
      Trading Notice (the “Equity Objection
      Deadline”) to file with the Court and serve on a Proposed Equity
      Transferee or a Proposed Equity Transferor, as the case may be, an
      objection to any proposed transfer of PPC Common Stock described in such
      Equity Trading Notice on the grounds that such transfer may adversely
      affect the Debtors’ ability to utilize the Tax Attributes (an “Equity Objection”) as a result of an
      ownership change under section 382 or section 383 of the Tax
      Code.

            


    

     

    
      	 
      	
              a)

            	
              If
      the Debtors file an Equity Objection by the Equity Objection Deadline,
      then the Proposed Equity Acquisition Transaction or the Proposed Equity
      Disposition Transaction shall not be effective unless approved by a final
      and nonappealable order of this
Court.

            


    

     

    
      	 
      	
              b)

            	
              a) If
      the Debtors do not file an Equity Objection by the Equity Objection
      Deadline, or if the Debtors provide written authorization to the Proposed
      Equity Transferor approving the Proposed Equity Acquisition Transaction or
      the Proposed Equity Disposition Transaction, as the case may be, prior to
      the Equity Objection Deadline, then such Proposed Equity Acquisition
      Transaction or the Proposed Equity Disposition Transaction, as the case
      may be, may proceed solely as specifically described in the Equity Trading
      Notice.  Any further Proposed Equity Transaction must be the
      subject of additional notices as set forth herein, with an additional
      thirty (30) calendar day waiting
period.

            


    

     

    
      	 	
              (5)

            	
              Unauthorized Transactions in PPC Common Stock or
      Options.  Effective as of the date of the filing of the
      Motion and until further order of the Court to the contrary, any
      acquisition, disposition or other transfer of PPC Common Stock in
      violation of the procedures set forth herein shall be null and void ab initio as an act in
      violation of the automatic stay under section 362 of the Bankruptcy
      Code.

            


    

     

    
      	 	
              (6)

            	
              Definitions.  For purposes of
      this Order:

            


    

     

    
      	 
      	
              (a)

            	
              Substantial
      Equityholder.  A “Substantial Equityholder” is any person
      or entity that beneficially owns at least 3,517,648 shares of PPC common
      stock (“PPC
      Common Stock") (representing approximately 4.75% of all issued
      and outstanding shares of PPC's commons
stock);

            


    

    
      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      
        
          	 	
                  (b) 

                   

                	
                  Beneficial
      Ownership.  “Beneficial ownership” (or any
      variation thereof of PPC Common Stock and Options to acquire PPC Common
      Stock) shall be determined in accordance with applicable rules under
      section 382 of the Tax Code, the U.S. Department of Treasury
      regulations (“Treasury Regulations”)
      promulgated thereunder and rulings issued by the Internal Revenue Service,
      and, thus, to the extent provided in those rules, from time to time shall
      include, without limitation, (i) direct and indirect ownership (e.g., a holding company
      would be considered to beneficially own all stock owned or acquired by its
      subsidiaries), (ii) ownership by a holder’s family members and any
      group of persons acting pursuant to a formal or informal understanding to
      make a coordinated acquisition of stock and (iii) in certain cases,
      the ownership of an Option (as defined below) to acquire PPC Common Stock;
      and

                


        

         

      

      
        	 	
                (c)

              	
                Option.  An
      “Option” to acquire stock includes any contingent purchase, warrant,
      convertible debt, put, stock subject to risk of forfeiture, contract to
      acquire stock, or similar interest regardless of whether it is contingent
      or otherwise not currently exercisable; and for the avoidance of doubt, by
      operation of the definition of beneficial ownership, an owner of an Option
      to acquire PPC Common Stock may be treated as the owner of such PPC Common
      Stock.

              


      


      
        	 	
                (7)

              	
                The
      Debtors may waive, in writing, any and all restrictions, stays, and
      notification procedures contained in this
Order.

              


      

    

    
      and it is
further

                                     ORDERED
that any person or Entity acquiring and/or disposing of PPC Common Stock in
violation of the restrictions set forth herein, or failing to comply with the
“Notice of Substantial Stock

       

       Ownership,”
“Equity Acquisition Notice,” and/or “Equity Disposition Notice” requirements, as
may be the case, shall be subject to such sanctions as the Court may consider
appropriate pursuant to this 

       

      Court’s
equitable power prescribed in section 105(a) of the Bankruptcy Code; provided, however, that any
person or entity that has acquired, disposed of, or otherwise transferred PPC
Common Stock


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      prior to
entry of this Order in violation thereof and without notice of the Motion shall
not be subject to sanctions or otherwise be treated as having acted in violation
of the automatic stay under section 362 of 

       

      the
Bankruptcy Code upon a showing to the Court of lack of notice of the Motion; and
it is further


      
        ORDERED
that the notices substantially in the form annexed hereto as Exhibit A, Exhibit 1, Exhibit 2, and Exhibit 3 are
approved; and it is further

        
          ORDERED
that the Debtors shall serve a copy of this Order and the Notice of Procedures
substantially in the form annexed hereto as Exhibit A describing
the authorized trading restrictions and notification requirements to the Notice
Parties.  Upon receipt of the Notice of Procedures, any transfer
agents shall send the Notice of Procedures to all holders of PPC Common Stock
registered with the transfer agent.  Any registered holder shall, in
turn, provide the Notice of Procedures to any holder for whose account the
registered holder holds PPC Common Stock.  Any holder shall, in turn,
provide the Notice of Procedures to any person or entity for whom the holder
holds PPC Common Stock; and it is further

          ORDERED
that the Debtors shall post the Notice of Procedures and this Order on the PPC’s
website at http://www.pilgrimspride.com, and on the website established by the
Debtors’ claim agent, Kurtzman Carson Consultants, LLC, at
http://www.kccllc.net/pilgrimspride; and it is further

          ORDERED
that nothing herein shall preclude any person or Entity desirous of purchasing
or transferring any interest from seeking appropriate relief from the provisions
of this Order in this Court, subject to the Debtors’ rights to oppose such
relief; and it is further

          


          
            
              
                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

          ORDERED
that the requirements set forth in this Order are in addition to the
requirements of Bankruptcy Rule 3001(e), applicable securities, corporate, and
other laws, and do not excuse compliance therewith; and it is
further

          ORDERED
that the Court shall retain jurisdiction with respect to any matters, claims,
rights or disputes arising from or related to the implementation of this
Order.

          ### END
OF ORDER ###

        

         

        
          


          
            
              
                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

          


          Exhibit
A

          


          Notice
of Procedures

        

        
          


            
              
                 


              

              
                 


                
                  

                

              

              
                 


              

            


            IN
THE UNITED STATES BANKRUPTCY COURT

            FOR
THE NORTHERN DISTRICT OF TEXAS



            


            §

                                                   
§

            In
re                                                                                          
§           Chapter
11

            §

            PILGRIM’S
PRIDE CORPORATION, et
al.,                                §           Case
No. 08-45664 (DML)

                                                                                                    §

            §

            Debtors.                                                                
§

            §           JOINTLY
ADMINISTERED

             

            

              NOTICE
ESTABLISHING NOTIFICATION PROCEDURES

              AND
RESTRICTIONS ON CERTAIN TRANSFERS

              AND DISPOSITIONS OF
INTERESTS IN THE DEBTORS’ ESTATES

              


              TO ALL PERSONS OR ENTITIES WITH
EQUITY INTERESTS IN PILGRIM’S PRIDE CORPORATION1:

               

              PLEASE
TAKE NOTICE that on December 1, 2008 (the “Commencement Date”), Pilgrim’s Pride
Corporation (“PPC”) and certain of
its subsidiaries and affiliates, as debtors and debtors in possession
(collectively, the “Debtors”)2
commenced a case under chapter 11 of title 11 of the United States Code (the
“Bankruptcy Code”).  Section 362(a) of the Bankruptcy Code operates as
a stay of any act to obtain possession of property of the Debtors’ estates or to
exercise control over property of the Debtors’ estates.

               

              PLEASE
TAKE FURTHER NOTICE that on February 11, 2009, the United States Bankruptcy
Court for the Northern District of Texas (the “Bankruptcy Court”),
having jurisdiction over these chapter 11 cases, upon motion of the Debtors (the
“Motion”),
entered an order (i) finding that the Debtors’ net operating loss carryforwards
(“NOLs”) and
certain other tax attributes, including “built-in” losses (together with the
NOLs, the “Tax
Attributes”) are property of the Debtors’ estates and are protected by
section 362(a) of the Bankruptcy Code; (ii) finding that trading in PPC common
stock (the “PPC Common
Stock”) against the Debtors could severely limit the Debtors’ ability to
use the Tax Attributes for purposes of the Internal Revenue Code of 1986, as
amended (the “Tax
Code”), and (iii) approving the procedures set forth below

              

                

              

                
                1 All capitalized terms not expressly
defined herein shall have the meaning ascribed to them in the
Motion.

                 

              

              
                2 The Debtors in these cases are PPC; PFS
Distribution Company; PPC Transportation Company; To-Ricos, Ltd.; To-Ricos
Distribution, Ltd.; Pilgrim’s Pride Corporation of West Virginia, Inc.; and PPC
Marketing, Ltd.

                

                  
                    
                       


                    

                    
                       


                      
                        

                      

                    

                    
                       


                    

                  



              

              to
preserve the Tax Attributes pursuant to sections 105(a) and 362(a) of the
Bankruptcy Code (the “Order”).  ANY ACQUISITION, DISPOSITION OR OTHER
TRANSFER IN VIOLATION OF THE RESTRICTIONS SET FORTH BELOW SHALL BE NULL AND VOID
AB
INITIO AS AN ACT IN
VIOLATION OF THE AUTOMATIC STAY UNDER SECTIONS 105(A) AND 362 OF THE BANKRUPTCY
CODE.

               

              PLEASE
TAKE FURTHER NOTICE that the following procedures and restrictions have been
approved by the Bankruptcy Court and shall apply to holding and trading in PPC
Common Stock:


              
                	 	
                        (1)

                      	
                        Notice of Substantial
      PPC Common Stock Ownership.  Any person or entity
      (as such latter term is defined in section 382 of the Tax Code, including
      persons acting pursuant to a formal or informal understanding among
      themselves to make a coordinated acquisition, an “Entity”)
      that beneficially owns, at any time on or after the filing date of the
      Motion, PPC Common Stock (as defined below) in an amount sufficient to
      qualify such person or entity as a Substantial Equityholder (as defined
      below) shall file with the Court, and serve upon the Debtors and Debtors’
      counsel, a Notice of Substantial Stock Ownership (a “Substantial Ownership
      Notice”), in the form attached hereto as Exhibit 1,
      specifically and in detail describing the PPC Common Stock ownership of
      such person or entity, on or before the date that is the later of: (a) ten
      (10) days after the entry of the Court’s order granting this Motion or (b)
      ten (10) days after that person or Entity qualifies as a Substantial
      Equityholder.  At the holder’s election, the Substantial
      Ownership Notice to be filed with the Court may be redacted to exclude
      such holder’s taxpayer identification number and the number of shares of
      PPC Common Stock that such holder beneficially
  owns.

                      


              


              
                	 	
                        (2)

                      	
                        Acquisition of PPC
      Common Stock or Options.  At least thirty (30)
      calendar days prior to the proposed date of any transfer of equity
      securities (including Options, as defined below, to acquire such
      securities) that would result in an increase in the amount of PPC Common
      Stock beneficially owned by any person or Entity who as of the filing of
      this Motion is or subsequently becomes a Substantial Equityholder or that
      would result in a person or Entity becoming a Substantial Equityholder (a
      “Proposed Equity
      Acquisition Transaction”), such person, Entity or
      Substantial Equityholder (a “Proposed Equity
      Transferee”) shall file with the Court, and serve upon the
      Debtors and Debtors’ counsel, a Notice of Intent to Purchase, Acquire or
      Otherwise Accumulate PPC Common Stock (an “Equity Acquisition
      Notice”), in the form attached hereto as Exhibit 2, specifically and in
      detail describing the proposed transaction in which PPC Common Stock would
      be acquired.  At the holder’s election, the Equity Acquisition
      Notice to be filed with the Court may be redacted to exclude such holder’s
      taxpayer identification number and the number of shares of PPC Common
      Stock that such holder beneficially owns and proposes to purchase or
      otherwise acquire.

                      


              


              
                	 	
                        (3)

                      	
                        Disposition of PPC
      Common Stock or Options.  At least thirty (30)
      calendar days prior to the proposed date of any transfer or other
      disposition of equity

                      


              


              
                
                   


                

                
                   


                  
                    

                  

                

                
                   


                

              


              
                	 
      	
                        securities
      that would result in a decrease in the amount of PPC Common Stock
      beneficially owned by a Substantial Equityholder or that would result in a
      person or Entity ceasing to be a Substantial Equityholder (a “Proposed Equity
      Disposition Transaction” and together with a Proposed Equity
      Acquisition Transaction, a “Proposed Equity
      Transaction”), such person, Entity or Substantial
      Equityholder (a “Proposed Equity
      Transferor”) shall file with the Court, and serve upon the
      Debtors and Debtors’ counsel, a Notice of Intent to Sell, Trade or
      Otherwise Transfer PPC Common Stock (an “Equity Disposition
      Notice, and together with an Equity Acquisition Notice, an
      “Equity Trading
      Notice”), in the form attached hereto as Exhibit 3, specifically and in
      detail describing the proposed transaction in which PPC Common Stock would
      be transferred.  At the holder’s election, the Equity
      Disposition Notice to be filed with the Court may be redacted to exclude
      such holder’s taxpayer identification number and the number of shares of
      PPC Common Stock that such holder beneficially owns and proposes to sell
      or otherwise transfer.

                      


              


              
                	 	
                        (4)

                      	
                        Objection
      Procedures.  The Debtors shall have twenty (20)
      calendar days after the filing of an Equity Trading Notice (the “Equity Objection
      Deadline”) to file with the Court and serve on a Proposed
      Equity Transferee or a Proposed Equity Transferor, as the case may be, an
      objection to any proposed transfer of PPC Common Stock described in such
      Equity Trading Notice on the grounds that such transfer may adversely
      affect the Debtors’ ability to utilize the Tax Attributes (an “Equity
      Objection”) as a result of an ownership change under
      section 382 or section 383 of the Tax
  Code.

                      



                
                  	 	
                          c) 

                        	
                          If
      the Debtors file an Equity Objection by the Equity Objection Deadline then
      the Proposed Equity Acquisition Transaction or the Proposed Equity
      Disposition Transaction shall not be effective unless approved by a final
      and nonappealable order of this
Court.

                        


                


                
                  	 	
                          d) 

                           

                        	
                          If
      the Debtors do not file an Equity Objection by the Equity Objection
      Deadline, or if the Debtors provide written authorization to the Proposed
      Equity Transferor approving the Proposed Equity Acquisition Transaction or
      the Proposed Equity Disposition Transaction, as the case may be, prior to
      the Equity Objection Deadline, then such Proposed Equity Acquisition
      Transaction or the Proposed Equity Disposition Transaction, as the case
      may be, may proceed solely as specifically described in the Equity Trading
      Notice.  Any further Proposed Equity Transaction must be the
      subject of additional notices as set forth herein, with an additional
      thirty (30) calendar day waiting
period.

                        


                


                
                  	 	
                          (5)

                        	
                          Unauthorized
      Transactions in PPC Common Stock or
      Options.  Effective as of the date of the filing
      of this Motion and until further order of the Court to the contrary, any
      acquisition, disposition or other transfer of PPC Common Stock
      in

                        


                


                
                  
                     


                  

                  
                     


                    
                      

                    

                  

                  
                     


                  

                


                
                  	 
      	
                          violation
      of the procedures set forth herein shall be null and void ab initio as an act in
      violation of the automatic stay under section 362 of the Bankruptcy
      Code.

                        


                


                
                  	 	
                          (6)

                        	
                          Definitions.  For purposes of
      these Procedures:

                        


                


                
                  	 	
                          (d) 

                           

                        	
                          Substantial
      Equityholder.  A “Substantial Equityholder” is any
      person or entity that beneficially owns at least 3,517,648 shares of PPC
      common stock (“PPC Common
      Stock”) (representing approximately 4.75% of all issued and
      outstanding shares of PPC Holding’s common
  stock);

                        


                


                
                  	 	
                          (e) 

                           

                        	
                          Beneficial
      Ownership.  “Beneficial ownership” (or any
      variation thereof of PPC Common Stock and Options to acquire PPC Common
      Stock) shall be determined in accordance with applicable rules under
      section 382 of the Tax Code, the U.S. Department of Treasury
      regulations (“Treasury
      Regulations”) promulgated thereunder and rulings issued by
      the Internal Revenue Service, and, thus, to the extent provided in those
      rules, from time to time shall include, without limitation,
      (i) direct and indirect ownership (e.g., a holding company
      would be considered to beneficially own all stock owned or acquired by its
      subsidiaries), (ii) ownership by a holder’s family members and any
      group of persons acting pursuant to a formal or informal understanding to
      make a coordinated acquisition of stock and (iii) in certain cases,
      the ownership of an Option (as defined below) to acquire PPC Common Stock;
      and

                        


                

                 

              

            

          

        

      

    

    
      	 	
              (f) 

               

            	
              Option.  An
      “Option” to acquire stock includes any contingent purchase, warrant,
      convertible debt, put, stock subject to risk of forfeiture, contract to
      acquire stock, or similar interest regardless of whether it is contingent
      or otherwise not currently exercisable; and for the avoidance of doubt, by
      operation of the definition of beneficial ownership, an owner of an Option
      to acquire PPC Common Stock may be treated as the owner of such PPC Common
      Stock.

            


    


    
      	 	
              (7)

            	
              The
      Debtors may waive, in writing, any and all restrictions, stays, and
      notification procedures contained
herein.

            


    


    FAILURE
TO FOLLOW THE PROCEDURES SET FORTH IN THIS NOTICE WILL CONSTITUTE A VIOLATION OF
THE AUTOMATIC STAY PRESCRIBED BY SECTION 362 OF THE BANKRUPTCY
CODE.

     

               ANY PROHIBITED ACQUISITION,
DISPOSITION OR OTHER TRANSFER OF PPC COMMON STOCK IN VIOLATION OF THE ORDER WILL
BE NULL AND VOID AB
INITIO AND MAY LEAD TO CONTEMPT, COMPENSATORY DAMAGES, PUNITIVE DAMAGES,
OR SANCTIONS BEING IMPOSED BY THE BANKRUPTCY COURT; PROVIDED, HOWEVER, THAT ANY
PERSON OR ENTITY

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    THAT
HAS ACQUIRED, DISPOSED OF, OR OTHERWISE TRANSFERRED PPC COMMON STOCK PRIOR TO
ENTRY OF THE ORDER IN VIOLATION THEREOF AND WITHOUT NOTICE OF THE MOTION SHALL
NOT BE SUBJECT TO SANCTIONS OR OTHERWISE BE TREATED AS HAVING ACTED IN VIOLATION
OF THE AUTOMATIC STAY UNDER SECTION 362 OF THE BANKRUPTCY CODE UPON A SHOWING TO
THE COURT OF LACK OF NOTICE OF THE MOTION.

     

    PLEASE
TAKE FURTHER NOTICE that any person or entity desirous of acquiring an interest
restricted by the Order may request relief from the Court for cause at any time
and the Debtors may oppose such relief.

     

    PLEASE
TAKE FURTHER NOTICE that the requirements set forth in this Notice are in
addition to the requirements of Bankruptcy Rule 3001(e) and applicable
securities, corporate, and other laws, and do not excuse compliance
therewith.

     

    


    Dated:    February 11, 2009

    Fort Worth, Texas

    


    


    
      	 	
              /s/ Stephen A.
      Youngman

              Martin
      A. Sosland (18855645)

              Stephen
      A. Youngman (22226600)

              WEIL,
      GOTSHAL & MANGES LLP

              200
      Crescent Court, Suite 300

              Dallas,
      Texas 75201

              Telephone:
      (214) 746-7700

              Facsimile:
      (214) 746-7777

               

            
	 	
              -and-

               

              Gary
      T. Holtzer (pro hac
      vice)

              WEIL,
      GOTSHAL & MANGES LLP

              767
      Fifth Avenue

              New
      York, New York 10153

              Telephone:
      (212) 310-8000

              Facsimile:
      (212) 310-8007

               

              Attorneys
      for Debtors and

              Debtors
      in Possession

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Exhibit
1

    Substantial
Stock Ownership Notice

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    IN
THE UNITED STATES BANKRUPTCY COURT

    FOR
THE NORTHERN DISTRICT OF TEXAS

    FORT
WORTH DIVISION

    
 

    


    §

                                           
§

    In
re                                                                                          
§           Chapter
11

    §

    PILGRIM’S
PRIDE CORPORATION, et
al.,                                §           Case
No. 08-45664 (DML)

                                                                                            §

    §

    Debtors.                                                                
§

    §           JOINTLY
ADMINISTERED

     

    

      NOTICE OF SUBSTANTIAL STOCK
OWNERSHIP

      


      PLEASE
TAKE NOTICE THAT [Name of Shareholder] hereby provides notice (the “Notice”), that, as of
[Date], [Name of Shareholder] beneficially owns  _______________
shares of common stock of Pilgrim’s Pride Corporation (the “PPC Common Stock”),
and/or Options to acquire ____________ shares of PPC Common Stock, which
represents ___% of the total amount of the PPC Common Stock currently
outstanding.

       

      PLEASE
TAKE FURTHER NOTICE THAT the taxpayer identification number of [Name of
Shareholder] is ______________.

       

      PLEASE
TAKE FURTHER NOTICE that, under penalties of perjury, [Name of Shareholder]
hereby declares that it has examined this Notice and accompanying attachments
(if any), and, to the best of its knowledge and belief, this Notice and any
attachments which purport to be part of this Notice are true, correct and
complete.

       

      PLEASE
TAKE FURTHER NOTICE that, pursuant to the [Order], this Notice is being filed
with the Court and served upon the Debtors and the Debtors’
counsel.

       

      For
purposes of this Notice, (i) “Beneficial ownership” (or any variation thereof of
PPC Common Stock and Options to acquire PPC Common Stock) shall be determined in
accordance with applicable rules under section 382 of the Internal Revenue
Code of 1986, as amended, the U.S. Department of Treasury regulations (“Treasury
Regulations”) promulgated thereunder and rulings issued by the Internal
Revenue Service, and, thus, to the extent provided in those rules, from time to
time shall include, without limitation, (A) direct and indirect ownership
(e.g., a holding
company would be considered to beneficially own all stock owned or acquired by
its subsidiaries), (B) ownership by a holder’s family members and any group
of persons acting pursuant to a formal or informal understanding to make a
coordinated acquisition of stock, and (C) in certain cases, the ownership
of an Option (as defined below) to acquire PPC Common Stock.  An
“Option” to
acquire stock includes any contingent purchase, warrant,


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      convertible
debt, put, stock subject to risk of forfeiture, contract to acquire stock or
similar interest, regardless of whether it is contingent or otherwise not
currently exercisable.

       

      
        [IF
APPLICABLE] I am represented by [name of the law firm], [address], [phone],
(Attn: [name]).

        

          

            
              	 
      	
                      Respectfully
      submitted,

                    
	 
      	 	 
      
	 
      	
                      (Name
      of Shareholder)

                    


            


            
              	 
      	
                      By:

                    	 	 
      
	 
      	Name:	
                       

                    	 	 
      
	 
      	Title:	
                       

                    	 	 
      
	 
      	Address:	
                         
      

                    	 	 
      
	 	 	 	 
	 	 	 	 


            

             

            
              	 
      	
                       Telephone:

                    	
                        
      

                    	 	 
      
	 
      	
                       Facsimile:

                    	
                        
      

                    	 	 
      


            



          Date:
______________________



          
            
               


            

            
               


              
                

              

            

            
               


            

          


          Exhibit
2

          Equity
Acquisition Notice

          


            
              
                 


              

              
                 


                
                  

                

              

              
                 


              

            



          IN
THE UNITED STATES BANKRUPTCY COURT

          FOR
THE NORTHERN DISTRICT OF TEXAS

          FORT
WORTH DIVISION

           

          
            §

                                                   
§

            In
re                                                                                          
§           Chapter
11

            §

            PILGRIM’S
PRIDE CORPORATION, et
al.,                                §           Case
No. 08-45664 (DML)

                                                                                                    §

            §

            Debtors.                                                                
§

            §           JOINTLY
ADMINISTERED


            NOTICE
OF INTENT TO PURCHASE, ACQUIRE

            OR OTHERWISE ACCUMULATE PPC
COMMON STOCK

             

            


              PLEASE
TAKE NOTICE THAT [Name
of Prospective Acquirer] hereby provides notice (the “Notice”) of its
intention to purchase, acquire or otherwise accumulate one or more shares of
Pilgrim’s Pride Corporation (“PPC”) common stock
(the “PPC Common
Stock”) or an Option (as defined below) with respect to any of the
foregoing (the “Proposed
Transfer”).

               

              PLEASE
TAKE FURTHER NOTICE THAT [Name of Prospective Acquirer] currently beneficially
owns  _______________ shares of PPC Common Stock and/or Options to
acquire ____________ shares of PPC Common Stock, which represents ___% of the
total amount of the PPC Common Stock currently outstanding.

               

              PLEASE
TAKE FURTHER NOTICE THAT, pursuant to the Proposed Transfer, [Name of
Prospective Acquirer] proposes to purchase, acquire or otherwise
accumulate  _______________ shares of PPC Common Stock and/or Options
to acquire ____________ shares of PPC Common Stock.

               

              If the
Proposed Transfer is permitted to occur, [Name of Prospective Acquirer] will
beneficially own  _______________ shares of PPC Common Stock and/or
Options to acquire ____________ shares of PPC Common Stock.

               

              PLEASE
TAKE FURTHER NOTICE THAT the taxpayer identification number of [Name of Prospective
Acquirer] is ______________.

               

              PLEASE
TAKE FURTHER NOTICE that, under penalties of perjury, [Name of Prospective Acquirer]
hereby declares that it has examined this Notice and accompanying attachments
(if any), and, to the best of its knowledge and belief, this Notice and any
attachments which purport to be part of this Notice are true, correct and
complete.


              
                
                   


                

                
                   


                  
                    

                  

                

                
                   


                

              

            

            


            PLEASE
TAKE FURTHER NOTICE that, pursuant to the [Order], this Notice is being filed
with the Court1 and served upon the Debtors and the Debtors’
counsel.

             

            PLEASE
TAKE FURTHER NOTICE that the Debtors have twenty (20) calendar days after the
filing of this Notice to object to the Proposed Transfer described
herein.  If the Debtors file an objection, such Proposed Transfer will
not be effective unless approved by a final and nonappealable order of the
Court.  If the Debtors do not object within such twenty (20) calendar
day period, or if the Debtors provide written authorization approving the
Proposed Transfer prior to the end of such twenty (20) calendar day period, then
such Proposed Transfer may proceed solely as specifically described in this
Notice.

             

            PLEASE
TAKE FURTHER NOTICE that any further transactions contemplated by [Name of Prospective
Acquirer] that may result in [Name of Prospective
Acquirer] purchasing, acquiring or otherwise accumulating shares of PPC
Common Stock (or Options with respect thereto) will each require an additional
notice filed with the Court to be served in the same manner as this
Notice.

             

            For
purposes of this Notice, (i) “Beneficial ownership” (or any variation thereof of
PPC Common Stock and Options to acquire PPC Common Stock) shall be determined in
accordance with applicable rules under section 382 of the Internal Revenue
Code of 1986, as amended, the U.S. Department of Treasury regulations (“Treasury
Regulations”) promulgated thereunder and rulings issued by the Internal
Revenue Service, and, thus, to the extent provided in those rules, from time to
time shall include, without limitation, (A) direct and indirect ownership
(e.g., a holding
company would be considered to beneficially own all stock owned or acquired by
its subsidiaries), (B) ownership by a holder’s family members and any group
of persons acting pursuant to a formal or informal understanding to make a
coordinated acquisition of stock, and (C) in certain cases, the ownership
of an Option (as defined below) to acquire PPC Common Stock.  An
“Option” to
acquire stock includes any contingent purchase, warrant, convertible debt, put,
stock subject to risk of forfeiture, contract to acquire stock or similar
interest, regardless of whether it is contingent or otherwise not currently
exercisable.

             

            
              	
                    	
                      Respectfully
      submitted,

                    
	 
      	 	 
      
	 
      	
                      (Name
      of Prospective Acquirer)

                    


            

             

            
              	
                    	
                      By:

                    	 	 
      
	 
      	Name:	
                       

                    	 	 
      
	 
      	Title:	
                       

                    	 	 
      
	 
      	Address:	
                         
      

                    	 	 
      
	 	 	 	 
	 	 	 	 


            

            

              

            

              
              1 All terms not expressly defined in this
Notice shall be construed to have the same meaning as such terms have in the
Order.

               

            

            
               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

                 

              

              
                	 
      	
                         Telephone:

                      	
                          
      

                      	 	 
      
	 
      	
                         Facsimile:

                      	
                          
      

                      	 	 
      


              


              Date:
______________________

              

                
                  
                     


                  

                  
                     


                    
                      

                    

                  

                  
                     


                  

                


                Exhibit
3

                Equity
Disposition Notice

                


                
                  
                    
                       


                    

                    
                       


                      
                        

                      

                    

                    
                       


                    

                  

                

                


                IN
THE UNITED STATES BANKRUPTCY COURT

                FOR
THE NORTHERN DISTRICT OF TEXAS

                FORT
WORTH DIVISION

              

              
                
 

                
                  §

                                                                      
§

                  In
re                                                                                          
§           Chapter
11

                  §

                  PILGRIM’S
PRIDE CORPORATION, et
al.,                                §           Case
No. 08-45664 (DML)

                                                                                                          §

                  §

                  Debtors.                                                                
§

                  §           JOINTLY
ADMINISTERED

                   

                  

                    NOTICE
OF INTENT TO SELL, TRADE

                    OR OTHERWISE TRANSFER PPC
COMMON STOCK

                    


                    PLEASE
TAKE NOTICE THAT [Name
of Prospective Seller] hereby provides notice of its intention to sell,
trade or otherwise transfer one or more shares of Pilgrim’s Pride Corporation
(“PPC”) common
stock (the “PPC Common
Stock”) or an Option (as defined below) with respect to any of the
foregoing (the “Proposed
Transfer”).

                     

                    PLEASE
TAKE FURTHER NOTICE THAT [Name of Prospective
Seller] currently beneficially owns  _______________ shares of
PPC Common Stock and/or Options to acquire ____________ shares of PPC Common
Stock, which represents ___% of the total amount of the PPC Common Stock
currently outstanding.

                     

                    PLEASE
TAKE FURTHER NOTICE THAT, pursuant to the Proposed Transfer, [Name of Prospective
Seller] proposes to sell, trade or otherwise
transfer  _______________ shares of PPC Common Stock and/or Options to
acquire ____________ shares of PPC Common Stock.  The following table
sets forth a summary of the description and the timing of the proposed sale,
trade, or other transfer.

                     

                    
                      	
                                                     
      Description

                            	
                                                             
      Date to be disposed

                            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


                    

                                                                               
(Attach additional page if necessary)

                     

                    If the
Proposed Transfer is permitted to occur, [Name of Prospective
Seller] will own,  _______________ shares of PPC Common Stock
and/or Options to acquire ____________ shares of PPC Common Stock.

                     

                    PLEASE
TAKE FURTHER NOTICE THAT the taxpayer identification number of [Name of Prospective
Seller] is ______________.

                     


                    
                      
                         


                      

                      
                         


                        
                          

                        

                      

                      
                         


                      

                    


                    PLEASE
TAKE FURTHER NOTICE that, under penalties of perjury, [Name of Prospective Seller]
hereby declares that it has examined this Notice and accompanying attachments
(if any), and, to the best of its knowledge and belief, this Notice and any
attachments which purport to be part of this Notice are true, correct and
complete.

                     

                    PLEASE
TAKE FURTHER NOTICE that, pursuant to the [Order], this Notice is being filed
with the Court1 and served upon the Debtors and the Debtors’
counsel.

                     

                    PLEASE
TAKE FURTHER NOTICE that the Debtors have twenty (20) calendar days after the
filing of this Notice to object to the Proposed Transfer described
herein.  If the Debtors file an objection, such Proposed Transfer will
not be effective unless approved by a final and nonappealable order of the
Court.  If the Debtors do not object within such twenty (20) calendar
period, or if the Debtors provide written authorization approving the Proposed
Transfer prior to the end of such twenty (20) calendar day period, then such
Proposed Transfer may proceed solely as specifically described in this
Notice.

                     

                    PLEASE
TAKE FURTHER NOTICE that any further transactions contemplated by [Name of Prospective
Seller] that may result in [Name of Prospective
Seller] selling, trading or otherwise transferring shares of PPC Common
Stock (or an Option with respect thereto) will each require an additional notice
filed with the Court to be served in the same manner as this
Notice.

                     

                    For
purposes of this Notice, (i) “Beneficial ownership” (or any variation thereof of
PPC Common Stock and Options to acquire PPC Common Stock) shall be determined in
accordance with applicable rules under section 382 of the Internal Revenue
Code of 1986, as amended, the U.S. Department of Treasury regulations (“Treasury
Regulations”) promulgated thereunder and rulings issued by the Internal
Revenue Service, and, thus, to the extent provided in those rules, from time to
time shall include, without limitation, (A) direct and indirect ownership
(e.g., a holding
company would be considered to beneficially own all stock owned or acquired by
its subsidiaries), (B) ownership by a holder’s family members and any group
of persons acting pursuant to a formal or informal understanding to make a
coordinated acquisition of stock, and (C) in certain cases, the ownership
of an Option (as defined below) to acquire PPC Common Stock.  An
“Option” to
acquire stock includes any contingent purchase, warrant, convertible debt, put,
stock subject to risk of forfeiture, contract to acquire stock or similar
interest, regardless of whether it is contingent or otherwise not currently
exercisable.

                     

                     [IF
APPLICABLE] I am represented by [name of the law firm], [address], [phone],
(Attn: [name]).

                     

                    

                      

                    

                      
                      1 All terms not expressly defined in this
Notice shall be construed to have the same meaning as such terms have in the
Orders.

                       

                    


                    
                      
                         


                      

                      
                         


                        
                          

                        

                      

                      
                         


                      

                    


                    	
                          	
                            Respectfully
      submitted,

                          
	 
      	 	 
      
	 
      	
                            (Name
      of Prospective Seller)

                          



                    	
                          	
                            By:

                          	 	 
      
	 
      	Name:	
                             

                          	 	 
      
	 
      	Title:	
                             

                          	 	 
      
	 
      	Address:	
                               
      

                          	 	 
      
	 	 	 	 
	 	 	 	 


                     

                    
                      	 
      	
                               Telephone:

                            	
                                
      

                            	 	 
      
	 
      	
                               Facsimile:

                            	
                                
      

                            	 	 
      


                    


                    Date:
______________________