Sec Form 13D Filing - CONAGRA BRANDS INC. (CAG) filing for PILGRIMS PRIDE CORP (PPC) - 2005-08-09

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934
                               (Amendment No. 3)*

                           PILGRIM'S PRIDE CORPORATION
                                (Name of Issuer)

                                  COMMON STOCK
                         (Title of Class of Securities)

                                    721467108
                                 (CUSIP Number)

Owen Johnson                                                          Guy Lawson
Executive Vice President, Organization & Administration     McGrath North Mullin
and Corporate Secretary                                          & Kratz, PC LLO
ConAgra Foods, Inc.                              Suite 3700 First National Tower
One ConAgra Drive                                              1601 Dodge Street
Omaha, NE 68102                                                  Omaha, NE 68102
(402) 595-4000                                                    (402) 341-3070

                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)


                                 August 9, 2005
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  that is the subject of this  Schedule  13D, and is filing this
schedule because of Rule 13d-1(e),  13d-1(f) or 13d-1(g) check the following box
[ ].

* The remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.







         1)       Names of Reporting Persons: I.R.S. Identification No. of Above
                  Person:

                  ConAgra Foods, Inc.              47-0248710

         2)       Check the Appropriate Box if a Member of a Group:

                  (a)
                  (b)

         3)       SEC Use Only:

         4)       Source of Funds (See Instructions):


         5)       Check if Disclosure of Legal Proceedings is Required
                  Pursuant to Items 2(d) or 2(e):

         6)       Citizenship or Place of Organization:

                  Delaware

         Number of Shares           (7) Sole Voting Power:                0
         Beneficially               (8) Shared Voting Power:              0
         Owned by Each              (9) Sole Dispositive Power:           0
         Reporting Person           (10) Shared Dispositive Power:        0
         With

         11)      Aggregate Amount Beneficially Owned by Each Reporting Person:

                  0 shares

         12)      Check Box if the Aggregate Amount in Row (11)
                  Excludes Certain Shares (See Instructions):

         13)      Percent of Class Represented by Amount in Row (11):

                  0%

         14)      Type of Reporting Person (See Instructions):

                  CO





     ConAgra Foods,  Inc.  ("ConAgra  Foods") makes this filing to amend certain
information  previously  reported  by ConAgra  Foods.  This  filing  constitutes
Amendment No. 3 to the  Statement on Schedule 13D of ConAgra  Foods  ("Amendment
No. 3").  ConAgra  Foods amends such prior  Schedule 13D reports with respect to
the Common Stock,  par value $.01 per share (the "Common  Stock"),  of Pilgrim's
Pride Corporation ("Pilgrim's Pride") by adding the following information to the
items indicated:

ITEM 4.  PURPOSE OF TRANSACTION

     As  disclosed  in  Amendment 2  previously  filed by ConAgra  Foods to this
Schedule 13D, on August 3, 2005 ConAgra Foods entered into a purchase  agreement
(the "Purchase Agreement") with Pilgrim's Pride for a proposed sale and transfer
to  Pilgrim's  Pride of the  15,443,054  shares of Common  Stock held by ConAgra
Foods.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

     On August 9, 2005,  pursuant to the Purchase  Agreement  ConAgra Foods sold
the Common Stock to Pilgrim's Pride for $31.23735 per share.

     On August 9, 2005,  ConAgra Foods ceased to be the beneficial  owner of any
shares of Common Stock.

ITEM 7.  MATERIALS TO BE FILED AS EXHIBITS

         1.1  Purchase and Amendment Agreement dated August 3, 2005 incorporated
              by reference from Schedule 13D/A, Amendment No. 2 filed by ConAgra
              Foods with respect to shares of common stock of Pilgrim's Pride.




     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the above  information  set forth in this  Amendment No. 3 is true,
complete and correct.

DATED this 9th day of August, 2005.

                                     CONAGRA FOODS, INC.


                                     By:    /s/ Owen C. Johnson
                                        _____________________________
                                        Owen C. Johnson
                                        Executive Vice President, Organization &
                                        Administration and Corporate Secretary