SUPPLEMENT DATED MAY 16, 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.
Injunctive or equitable remedies will be determined at a later
date by the Jefferson County, Alabama Circuit Court judge.
Among the remedies requested are the purchase of the minority
interest in Golden Poultry common stock and the subsequent
merger of Golden Poultry into the Association, and additional
allocations and distributions of approximately $134.2 million
to the class members, plus substantial attorneys' fees. After
the Court has rendered its final judgment, Gold Kist will
consider an appeal.
