SUPPLEMENT DATED JULY 8, 1996 TO THE
PROSPECTUS DATED OCTOBER 24, 1995
In January 1993, certain Alabama member patrons of the
Association filed a lawsuit in the Circuit Court of Jefferson
County, Alabama, Tenth Judicial Circuit, against the
Association and Golden Poultry and certain directors and
officers of the companies. (Ronald Pete Windham and Windham
Enterprises, Inc. on their behalf and on behalf of and for the
use and benefit of Gold Kist, Inc. and its
shareholders/members v. Harold O. Chitwood, individually in
his capacity as an officer of Gold Kist and a Director of
Golden Poultry; et al). The lawsuit alleges that the named
defendants violated their fiduciary duties by diverting
corporate opportunities from the Association to Golden Poultry
and Carolina Golden Products Company in connection with the
creation of Golden Poultry and Carolina Golden Products
Company and by permitting their continued operations. In
March 1994, the Court certified the Windham litigation as a
class action. In September 1995, Golden Poultry and Carolina
Golden Products Company were dismissed from the litigation.
On October 25, 1995, the jury in the Windham case returned
verdicts in favor of the plaintiffs in the litigation. On
July 2, 1996, the Jefferson County, Alabama Circuit Court
Judge entered an Order in the case directing Gold Kist to
acquire the approximately 27% of Golden Poultry shares
currently owned by investors so that all of the issued and
outstanding stock of Golden Poultry becomes owned by Gold Kist
or a wholly owned subsidiary, either through a merger or a
tender offer for the minority shares of Golden Poultry stock
outstanding. Approximately 3,920,000 shares are owned by the
minority shareholders. The Court denied the plaintiffs' demands
for additional allocations and cash distributions to the class
members. The Order will not be final until the Court
awards plaintiffs' attorneys fees. A hearing on the fees has
been set for July 18, 1996. After the Order becomes final and
non-appealable, Gold Kist has 90 days to negotiate the terms of
a merger, if possible, and 120 days after that to complete the
merger or tender offer. After the Order becomes final, all
parties have 30 days in which to file an appeal which could
have the effect of staying the Court's Order pending the
outcome of the appeals.
[6742/S-1-A-1]
