GOLD KIST INC
10-Q, 1997-02-11
POULTRY SLAUGHTERING AND PROCESSING
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                           UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549
                             FORM 10-Q


                       (Mark One)
       [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

              For the Quarter Ended December 28, 1996 

                                 OR

       [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

  For the transition period from              to                 



  Commission File Number:   2-62681                              



                                GOLD KIST INC.                   
  (Exact name of registrant as specified in its charter)


            GEORGIA                             58-0255560       
  (State  or  other jurisdiction of      (I.R.S. Employer
  incorporation or organization)         Identification No.)



  244 Perimeter Center Parkway, N.E.,  Atlanta, Georgia   30346  
  (Address of principal executive offices)            (Zip Code)

   

  (Registrant's  telephone  number, including  area  code)  (770)
  393-5000       


                                       N/A                       
  (Former  name,  former  address  and  former  fiscal  year,  if
  changed since last report.)

  Indicate  by check  mark whether  the registrant  (1) has filed
  all reports required to be filed by Section  13 or 15(d) of the
  Securities Exchange  Act of 1934 during the preceding 12 months
  (or for such  shorter period that the  registrant was  required
  to file such reports), and (2) has  been subject to such filing
  requirements for the past 90 days.


                                      Yes  X        No     





                  GOLD KIST INC. AND SUBSIDIARIES


                                    INDEX


                                                         Page No.

  Part  I.    Financial Information


     Item 1.  Financial Statements

              Consolidated Balance Sheets -
                December 28, 1996 and June 29, 1996 . . .   1

              Consolidated Statements of Operations -
                Three Months and Six Months
                Ended December 28, 1996 and
                  December 30, 1995 . . . . . . . . . . .   2

               Consolidated Statements of Cash Flows -
                Six Months Ended December 28, 1996
                and December 30, 1995. .  . . . . . . . .   3

              Notes to Consolidated Financial
                Statements  . . . . . . . . . . . . . . .  4 -  5


     Item 2.  Management's Discussion and Analysis of
                Consolidated Results of Operations and
                Financial Condition . . . . . . . . . . .  6 - 8

  Part II.    Other Information

     Item 1.  Legal Proceedings . . . . . . . . . . . . .   9
     
     Item 5.  Other Information . . . . . . . . . . . . .  10

     Item 6.  Exhibits and Reports on Form 8-K  . . . . .  11 




  <TABLE>
                                                                  Page 1
  Item 1.  Financial      GOLD KIST INC. AND SUBSIDIARIES
           Statements       CONSOLIDATED BALANCE SHEETS
                              (Amounts in Thousands)
                                   (Unaudited)
  <CAPTION>
                                                  Dec. 28,        June 29,
                                                   1996            1996  
  <S>                                             <C>              <C>  
                     ASSETS
  Current assets:
     Cash and cash equivalents                     $ 19,268         20,562
     Receivables, principally trade, including
       notes receivable of $36,017 at December
       28, 1996 and $71,238 at June 29, 1996,
       less allowance for doubtful accounts of
       $11,019 at December 28, 1996 and $7,726
       at June 29, 1996                             178,736        242,411
     Inventories (note 3)                           334,790        270,367
     Other current assets                            28,054         39,204
          Total current assets                      560,848        572,544
  Investments                                       120,103        104,728
  Property, plant and equipment, net                277,152        255,728
  Other assets                                       39,710         42,960
                                                   $997,813        975,960
                                                           
          LIABILITIES AND EQUITY
  Current liabilities:
     Notes payable and current maturities of
      long-term debt:
      Short-term borrowings                        $125,000        112,800
      Subordinated loan certificates                 33,453         30,574
      Current maturities of long-term debt           20,113         27,089
                                                    178,566        170,463
     Accounts payable                               133,212        126,340
     Accrued compensation and related expenses       28,570         32,590
     Patronage refunds and equity payable             3,588         24,043
     Interest left on deposit                        12,989         12,119
     Other current liabilities                       16,788         22,532
          Total current liabilities                 373,713        388,087
  Long-term debt, excluding current maturities      211,643        188,948
  Accrued postretirement benefit costs               42,611         40,271
  Other liabilities                                   8,265          4,072
          Total liabilities                         636,232        621,378
  Minority interest                                  29,760         28,172
  Patrons' and other equity:
     Common stock, $1.00 par value - Authorized
      500 shares; issued and outstanding 36 at
      December 28, 1996 and June 29, 1996                36             36
     Patronage reserves                             200,058        209,140
     Unrealized gain on marketable equity
      security (net of deferred income taxes
      of $18,369 at December 28, 1996 and
      $13,116 at June 29, 1996)                      29,380         20,978
     Retained earnings                              102,347         96,256
          Total patrons' and other equity           331,821        326,410
  Contingent liabilities (note 5)                                         
                                                   $997,813        975,960
                                                                          

            See Accompanying Notes to Consolidated Financial Statements.

  </TABLE>

  <TABLE>
                                                                    Page 2
                                                                          

                           GOLD KIST INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                               (Amounts in Thousands)
                                     (Unaudited)

  <CAPTION>                                                
                                                           
                                     Three Months Ended  Six Months Ended
                                     Dec. 28,  Dec. 30,  Dec. 28,   Dec. 30,
                                       1996      1995      1996       1995    

  <S>                              <C>       <C>       <C>          <C>      
  Net sales volume                  $537,832  430,201   1,057,123    869,015 
  Cost of sales                      488,058  373,030     967,221    759,559 
     Gross margins                    49,774   57,171      89,902    109,456 
  Distribution, administrative
   and general expenses               45,408   39,727      83,760     74,972 
     Net operating margins             4,366   17,444       6,142     34,484 
  Other income (deductions):                                     
    Interest income                    2,694    2,644       5,887      5,211 
    Interest expense                  (6,110)  (4,781)    (12,495)    (9,759)
    Equity in earnings (loss) of 
      partnership (note 4)             1,897      (44)      1,042     (1,013)
  Miscellaneous, net                     732    2,244       1,377      4,124 
                                        (787)      63      (4,189)    (1,437)  
     Margins before income taxes 
     and minority interest             3,579   17,507       1,953     33,047

  Income tax expense                     967    6,103         274     11,524
     Margins before
       minority interest               2,612   11,404       1,679     21,523
  Minority interest                     (862)  (1,378)     (1,752)    (2,457)
     Net margins (loss)             $  1,750   10,026         (73)    19,066




                                                     
            See Accompanying Notes to Consolidated Financial Statements.

  </TABLE>


  <TABLE>
                                                                      Page 3

                           GOLD KIST INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (Unaudited)
                               (Amounts in thousands)

  <CAPTION>

                                                       Six Months Ended     
                                                     Dec. 28,     Dec. 30,
                                                       1996         1995 
  <S>                                              <C>            <C>     
  Cash flows from operating activities:
    Net margins (loss)                              $    (73)      19,066
    Non-cash items included in net margins:
       Depreciation and amortization                  19,712       19,837
       Equity in (earnings) loss of partnership       (1,042)       1,013
       Deferred income tax expense (benefit)          (1,578)          70
       Other                                           5,821          738
    Changes in operating assets and liabilities: 
       Receivables                                    63,675       30,204
       Inventories                                   (64,423)     (63,598)
       Other current assets                           11,995        1,639
       Accounts payable and accrued expenses          (2,892)      16,171
       Interest left on deposit                          870          988
          Net cash provided by operating activities   32,065       26,128     

  Cash flows from investing activities:
    Acquisitions of property, plant and equipment    (39,112)     (40,593)
    Other, net                                        (1,508)       6,951
          Net cash used in investing activities      (40,620)     (33,642)

  Cash flows from financing activities:
    Short-term borrowings (repayments), net           15,079        9,862
    Proceeds from long-term debt                      31,093       25,865
    Principal payments of long-term debt             (15,374)     (12,432)
    Patronage refunds and other equity paid in cash  (23,537)      (7,159)
          Net cash provided by financing
             activities                                7,261       16,136

          Net change in cash and cash equivalents     (1,294)       8,622

  Cash and cash equivalents at beginning of period    20,562       16,597

  Cash and cash equivalents at end of period       $  19,268       25,219
   
  Supplemental disclosure of cash flow data:
    Cash paid during the periods for:
       Interest (net of amounts capitalized)       $  11,282        7,177
       Income taxes                                $   7,049       10,208


            See Accompanying Notes to Consolidated Financial Statements.

  </TABLE>




                                                          Page 4
                  GOLD KIST INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       (Amounts in Thousands)
                            (Unaudited)


   1. The   accompanying    unaudited   consolidated    financial
      statements reflect  the accounts of  Gold Kist Inc. and its
      subsidiaries ("Gold Kist").   These consolidated  financial
      statements should be read in conjunction with  Management's
      Discussion  and   Analysis  of   Consolidated  Results   of
      Operations   and  Financial  Condition  and  the  Notes  to
      Consolidated Financial  Statements on pages  13 through  17
      and  pages 25  through  36,  respectively, of  Gold  Kist's
      Annual Report  in the previously  filed Form  10-K for  the
      year ended June 29, 1996.

   2. In the opinion  of management,  the accompanying  unaudited
      consolidated  financial statements  contain all adjustments
      (consisting  of  normal  recurring  accruals) necessary  to
      present  fairly  the  financial position,  the  results  of
      operations,   and  the   cash  flows.      All  significant
      intercompany    balances   and   transactions   have   been
      eliminated  in consolidation.   Results  of operations  for
      interim periods are  not necessarily indicative  of results
      for the entire year.

   3. Inventories consist of the following:
  <TABLE>
  <CAPTION>
                                     Dec. 28, 1996       June 29, 1996
      <S>                              <C>                 <C>
       Merchandise for sale             $ 93,561             83,886
       Live poultry and hogs              96,906             95,682
       Marketable products - poultry      39,702             40,047
       Marketable products - cotton       65,502             11,258
       Raw materials and supplies         39,119             39,494
                                        $334,790            270,367
  </TABLE>

  4.   Gold Kist has a  33% interest in Golden Peanut  Company, a
       Georgia general partnership.   Gold  Kist's investment  in
       the partnership was $19.3 million at December 28, 1996 and
       $17.2  million  at  June 29,  1996.    In  July 1996,  the
       Association made an additional  investment of $1.2 million
       in the partnership.

       Summarized  operating  statement  information   of  Golden
       Peanut Company is shown below:
  <TABLE>
  <CAPTION>
                             Three Months Ended    Six Months Ended
                             Dec. 28,   Dec. 30,   Dec. 28, Dec. 30,
                               1996       1995       1996     1995 
       <S>                 <C>         <C>         <C>        <C>     
       Net sales and other
         operating income   $117,117    99,248      203,306    202,321
       Costs and expenses    111,708    99,380      200,463    205,361
         Net earnings (loss)$  5,409      (132)       2,843     (3,040)
  </TABLE>

  5.   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 alleged  that the
       named   defendants  violated  their  fiduciary  duties  by
       diverting    



                                                     Page 5

                  GOLD KIST INC. AND SUBSIDIARIES
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                       (Amounts in Thousands)
                            (Unaudited)

                                    
       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  a
       memorandum opinion  and  non-final judgment  in  the  case
       directing Gold  Kist to  acquire the approximately  27% of
       Company shares currently owned by investors so that all of
       the issued and  outstanding stock of the  Company would be
       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.  The Court denied the
       plaintiffs'  demands for  additional allocations  and cash
       distributions  to the  class  members.   On September  13,
       1996, subsequent  to motions for  reconsideration filed by
       the  plaintiffs and Gold  Kist, the court  entered a Final
       Judgment and Decree modifying its July 2, 1996 Order.  The
       Final  Judgment  and Decree,  clarified and  reaffirmed by
       Order of the Court dated  November 4, 1996, relieves  Gold
       Kist  of  the requirement  to  acquire the  27%  of Golden
       Poultry common stock not already owned by Gold Kist.  This
       Final Judgment and Decree required Gold Kist to acquire or
       redeem  all  Golden  Poultry  common  stock  and/or  stock
       options held or issued to Gold Kist officers and directors
       and  their spouses  and minor  children.   The  Court also
       ordered Gold  Kist to  cause the  surrender of all  Golden
       Poultry  stock  options held  by  Gold  Kist officers  and
       directors or the exercise of such options  and purchase by
       Gold Kist of the resultant stock, to redeem from  eligible
       members approximately $21.2 million  of notified equity of
       Gold Kist, to pay  $4.2 million in attorney's fees  to the
       plaintiffs'   attorneys  and   to   establish   a   policy
       prohibiting  officers and  directors  of  Gold  Kist  from
       future ownership of Golden Poultry stock.  On December 16,
       1996  the Final Judgment and  Decree became final and non-
       appealable.  In December  1996 Gold Kist redeemed patrons'
       notified equity  and paid the plaintiffs'  attorney's fees
       pursuant  to the  order.    Also,  pursuant to  the  Final
       Judgment,  Gold Kist  purchased an  aggregate of   299,395
       shares between December 17, 1996  and January 9, 1997 from
       directors and officers of Gold Kist  and their spouses and
       minor children.
    
       The  Company  is also  party  to other  various  legal and
       administrative  proceedings,  all   of  which   management
       believes constitute ordinary  routine litigation  incident
       to  the  business conducted  by  the Company,  or  are not
       material in amount.   




                                                     Page 6

  ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS
                      OF RESULTS OF OPERATIONS
                      AND FINANCIAL CONDITION

  RESULTS OF OPERATIONS

  Net Sales Volume

  The Association's net  sales volume  of $537.8 million  for the
  three month period ended  December 28, 1996 increased  25.0% as
  compared to  the same period a  year ago. Net sales  volume for
  the  six months  ended  December 28,  1996  increased 21.6%  or
  $188.1 million  as compared to  the same period  last year. The
  Poultry  segment's net  sales volume  increased  22.1% for  the
  quarter ended  December  28,  1996  as  compared  to  the  same
  quarter last  fiscal year.   The Poultry segment's increase  in
  net sales volume was primarily  the result of a  17.4% increase
  in pounds of broiler products  marketed and a 5.0%  increase in
  average broiler  selling prices.  Poultry market prices for the
  quarter ended December  28, 1996 increased as  compared to  the
  same  quarter  last  year due  primarily  to  the  slowdown  in
  poultry  industry  expansion  and  the  continuation of  strong
  export  sales.  However, market prices for broiler leg quarters
  declined 25% in  December 1996 as  a result  of disruptions  in
  the Russian  export market.   The  Poultry segment's net  sales
  volume for  the six months  ended December 28,  1996 was $822.2
  million  as  compared  to $688.9  million  for  the  comparable
  period last year.

  The Agri-Services segment's net sales  volume of $123.5 million
  for the  three month  period ended December  28, 1996 increased
  approximately 36.0% or $32.7  million as  compared to the  same
  period a year ago.  Net sales volume  of $235.0 million for the
  six months ended December 28, 1996  increased 30.5% as compared
  to  the  same  period  last  fiscal  year.   Expansion  of  the
  Association's   Cotton  procurement   and  marketing  operation
  represented the  largest component of the increase in net sales
  volume. The Cotton Division's  net sales volume for the quarter
  ended  December 28,  1996  was $35.8  million  for the  quarter
  ended December  28, 1996  as compared  to $9.9  million in  the
  comparable quarter  a year  ago.   The increase  in cotton  net
  sales  reflects the  transition from  a  start-up operation  in
  fiscal 1996. 

  Net Operating Margins

  The  Association had net operating margins  of $4.4 million for
  the  quarter  ended December  28,  1996  as compared  to  $17.4
  million for the  quarter ended December 30, 1995.  The decrease
  in  net operating  margins  was  primarily  the result  of  the
  increased feed ingredient costs, which  was partially offset by
  the increase  in broiler  selling prices.  The Poultry  segment
  had  net  operating  margins of  $13.5  million  for the  three
  months ended December  28, 1996  as compared  to net  operating
  margins of $24.1 million in  the same period last  fiscal year.
  Feed  ingredient costs for the three  months ended December 28,
  1996 increased 44% as compared  to the same three  month period
  a year ago.  Although  the Company's feed ingredient  costs for
  the quarter ended  December 28, 1996 remained  at significantly
  higher  levels than  the same  quarter last  year,  cash market
  prices  for  feed  grains  declined  substantially  during  the
  quarter  ended December 28, 1996 as a  result of the large 1996
  U.S. grain  harvest.  The  impact of lower  grain prices should
  positively impact cost of sales  in the remainder of  1997. The
  Agri-Services   segment   had   a   net   operating   loss   of
  approximately $5.4 million  for the quarter ended  December 28,
  1996 as  compared to $4.3  million in  the same  period a  year
  ago.  The increase in                                    

                                                     Page 7

  the  net  operating  loss  was primarily  the  result  of lower
  margins  on  animal  feeds  related  to  the  increase in  feed
  ingredient costs.

  Other Income (Deductions)
     
  Interest  income  was  $2.7  million   for  the  quarter  ended
  December 28,  1996 as  compared to  $2.6 million  for the  same
  period  a  year  ago.  Interest   income  primarily  represents
  interest  charged on crop loans  and extended terms provided to
  retail patrons and customers of the Association.

  Interest expense for  the three months ended December  28, 1996
  increased  $1.3  million  to  $6.1  million  as   a  result  of
  increased  borrowings  necessary  to   fund  the  Association's
  expansion  programs.   Interest expense  for  the three  months
  ended December 30, 1995 was $4.8 million.

  Equity  in   earnings  of  partnership  of  approximately  $1.9
  million represented the  Association's prorata share of  Golden
  Peanut Company's  net earnings for  the quarter ended  December
  28,  1996.     This  compared   to  a  $44,000   share  of  the
  partnership's loss for the same quarter a year ago.  

  Miscellaneous, net was $732,000 for  the quarter ended December
  28, 1996  as compared  to $2.2  million for  the quarter  ended
  December  30, 1995.  Miscellaneous, net  for  the three  months
  ended December  28, 1996  includes patronage  refunds in  which
  the Association is  a member and other dividends of $142,000 as
  compared to $365,000 for  the same period a year ago.   For the
  quarter ended  December 28, 1996,  miscellaneous, net reflected
  $111,000  of earnings  related to  its ownership  interest in a
  pecan processing and marketing company.  For the quarter  ended
  December  30, 1995,  the Association  recorded  income of  $1.2
  million related to this  investment.  Rental income of $493,000
  was  included  in  miscellaneous, net  for  the  quarter  ended
  December 28, 1996.

  LIQUIDITY AND CAPITAL RESOURCES

  The  Association's  liquidity  is  dependent  upon  funds  from
  operations and  external sources of  financing.  The  principal
  sources of external short-term financing  are proceeds from the
  continuous  offering  of  Subordinated  Loan  Certificates,  an
  unsecured committed credit facility  with a group of banks  and
  uncommitted letters and lines of  credit.  In August  1996, the
  Association  entered into  a  $250 million  unsecured committed
  credit  facility with  nine  commercial  banks.   The  facility
  includes a five-year  $125 million revolving  credit commitment
  and  a $125  million  364-day line  of  credit commitment.   At
  December 28, 1996, the Association  had unused loan commitments
  of $110.0 million and additional unused uncommitted  facilities
  to provide loans  and letters of credit from  banks aggregating
  approximately  $107.9  million  .     The  primary  sources  of
  external  long-term financing  are  a  note agreement  with  an
  insurance company,  proceeds from  the  continuous offering  of
  Subordinated  Capital  Certificates of  Interest  and revolving
  credit  agreements.   The Association  is  negotiating with  an
  insurance  company  to  establish a  new  $125.0  million  note
  purchase  and   private  shelf  agreement.     The  Association
  anticipates closing  on the facility in  February 1997  with an
  initial draw of $30.0 million.

  Covenants  under the  terms  of  loan agreements  with  lenders
  include conditions  that could limit  the short-term and  long-
  term  funds  available  from various  external  sources.    The
  Association was  in compliance  with all applicable  conditions
  in loan agreements with all lenders at December 28, 1996.


                                                     Page 8
                                                           

  Working capital  and the current ratio  were $187.1 million and
  1.50 to 1, respectively, at  December 28, 1996, as  compared to
  $184.5 million and 1.48 to  1, respectively, at June  29, 1996.
  Patrons  equity at  December  28, 1996  was  $331.8 million  as
  compared to $326.4 million at June  29, 1996.  The increase  in
  patrons equity for the six  months ended December 28,  1996 was
  primarily due  to  the  increase  in  the  unrealized  gain  on
  marketable equity  security.   Cash and  cash equivalents  were
  approximately  $19.3 million  at December  28, 1996.   Net cash
  provided  by  operations  reflected  a  $63.7 million  seasonal
  decrease  in  receivables  during  the   current  fiscal  year.
  Increased   inventories   reflected   the   increased    cotton
  procurement activities  in the current  quarter. Other uses  of
  cash  included expenditures  for the  acquisition  of property,
  plant  and  equipment,  repayments  of  long-term  debt,   cash
  patronage refunds and  other equity payments. These  items were
  substantially  funded by  net cash  provided  by operations  of
  $32.1  million  and  borrowings, net  of  repayments  of  $30.8
  million.  

  For  the six months ended December  28, 1996, the Association's
  investment activities  included $39.1  million in  expenditures
  for  property,  plant  and  equipment,   which  were  primarily
  related   to  expansion   and   improvements  in   the  poultry
  operations  and  to  a lesser  extent  the  purchase  of cotton
  ginning facilities.   In  December 1996,  the Association  paid
  $21.0  million  to its  members  pursuant to  the  Judgment and
  Final  Decree in  the  Windham case  (See  Note 5  of  Notes to
  Consolidated Financial Statements).

  The  Association,  including its  non-cooperative subsidiaries,
  plans capital expenditures of  approximately $140.0 million  in
  1997 primarily  consisting  of expenditures  for expansion  and
  technological  advances  in poultry  production  and processing
  and  to   a  lesser  extent,   Agri-Services  segment  facility
  improvements.    In  addition,  planned  capital   expenditures
  include other  asset improvements  and necessary  replacements.
  Management  intends  to   finance  the  planned  1997   capital
  expenditures  with  existing  cash  balances  and  net  margins
  adjusted  for   non-cash   items   and   additional   long-term
  borrowings, as needed.  

  On January  13,  1997, the  Board  of  Directors of  Gold  Kist
  adopted a resolution authorizing the  officers of Gold Kist  to
  negotiate  with   Golden  Poultry   Co.,  Inc.   to  pursue   a
  transaction in which  Gold Kist would acquire all of the shares
  of Golden  Poultry Company's Common  Stock not currently  owned
  by Gold  Kist. Those negotiations  are in  the initial  stages,
  and no terms nor prices have been agreed upon.  Gold Kist  owns
  10,901,802   or   approximately   75%   of   Golden   Poultry's
  outstanding Common  Stock.   All funds  needed to  acquire such
  shares  of Common  Stock  will  be  obtained from  Gold  Kist's
  working  capital,  advances under  existing  credit  facilities
  from a syndicate of banks,  and proceeds from the sale of  Gold
  Kist's Capital Certificates of Interest.

  The Association believes cash  on hand and cash  equivalents at
  December  28, 1996  and  cash  expected  to  be  provided  from
  operations, in addition to borrowings available  under existing
  credit arrangements and proceeds from  the sale of Subordinated
  Capital  Certificates  of  Interest,  will  be  sufficient   to
  maintain cash  flows adequate  for the Association's  projected
  growth and operational objectives during 1997.


                                                           Page 9
                                               
                    PART II:  OTHER INFORMATION


  Item 1.  Legal Proceedings.

           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 alleged  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 a memorandum opinion and non-final  judgment
       in   the  case   directing  Gold   Kist  to   acquire  the
       approximately 27%  of Company  shares  currently owned  by
       investors so that all of the issued and  outstanding stock
       of the Company  would be 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.  The Court denied the plaintiffs' demands for
       additional allocations and cash distributions to the class
       members.   On September 13, 1996 subsequent to motions for
       reconsideration filed by the plaintiffs and Gold Kist, the
       court entered  a Final  Judgment and Decree  modifying its
       July 2,  1996  Order.    The Final  Judgment  and  Decree,
       clarified  and  reaffirmed by  Order  of  the Court  dated
       November 4, 1996, relieves Gold Kist of the requirement to
       acquire the 27% of Golden Poultry common stock not already
       owned  by  Gold  Kist.   This  Final  Judgment  and Decree
       required Gold Kist to acquire or redeem all Golden Poultry
       common stock and/or stock  options held or issued to  Gold
       Kist officers  and directors  and their spouses  and minor
       children.  The Court  also ordered Gold Kist to  cause the
       surrender of all Golden Poultry stock options held by Gold
       Kist  officers  and  directors  or the  exercise  of  such
       options and purchase  by Gold Kist of the resultant stock,
       to  redeem  from   eligible  members  approximately  $21.2
       million of  notified  equity of  Gold  Kist, to  pay  $4.2
       million  in attorney's fees  to the  plaintiffs' attorneys
       and  to  establish  a   policy  prohibiting  officers  and
       directors  of Gold  Kist from  future ownership  of Golden
       Poultry stock.  On  December 16, 1996, the  Final Judgment
       and Decree  became final and non-appealable.   Pursuant to
       the Final  Judgment, Gold  Kist purchased an  aggregate of
       299,395 shares  between December  17, 1996 and  January 9,
       1997, from directors  and officers of Gold  Kist and their
       spouses and minor children.


                                                       Page 10


  Item 5.  Other Information

           On January  13, 1997,  the Board of  Directors of
       Gold  Kist  adopted  a  resolution   authorizing  the
       officers  of  Gold  Kist  to  negotiate  with  Golden
       Poultry  Company,  Inc. to  pursue  a  transaction in
       which Gold  Kist would acquire  all of  the shares of
       Golden Poultry Company's  common stock not  currently
       owned  by  Gold Kist.   The  negotiations are  in the
       initial  stages and  no  terms nor  prices  have been
       agreed upon.  
         

                                                      Page 11




  Item 6.  Exhibits and Reports on Form 8-K.

       (a) Exhibit

           Designation of Exhibit 
               in this Report         Description of Exhibit

                   

                   27                 Financial Data Schedule

         (b)   Reports on Form  8-K.  Gold Kist has not filed any
               reports on Form 8-K during  the three months ended
               December 28, 1996.
                                                                 
                             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 thereunto duly authorized.

                                               GOLD KIST INC.
                                                (Registrant)

  Date        February 10, 1997                                
                                             Gaylord O. Coan    
                                          Chief Executive Officer
                                   (Principal Executive  Officer)
      

  Date        February 10, 1997                                 
                                             Peter J. Gibbons
                                         Vice President,  Finance
                                       (Chief Financial Officer)
                                                          

                                                               Page 11


     Item 6. Exhibits and Reports on Form 8-K.

        (a)  Exhibit

             Designation of Exhibit 
                 in this Report         Description of Exhibit

                      

                      27                Financial Data Schedule

             (b)Reports on Form 8-K.  Gold Kist has not filed any reports on 
             Form 8-K during the three months ended December 28, 1996.


                                      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 thereunto duly authorized.        
                                                   



                                                  GOLD KIST INC.
                                                   (Registrant)       

     Date        February 10, 1997               /s/ Gaylord O. Coan            
                                                     Gaylord O. Coan
                                                 Chief Executive Officer        
                                             (Principal Executive Officer)      


     Date        February 10, 1997              /s/ Peter J. Gibbons    
                                                    Peter J. Gibbons  
                                                Vice President, Finance      
                                               (Chief Financial Officer)

   


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<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JUN-28-1996
<PERIOD-END>                               DEC-28-1996
<CASH>                                          19,268
<SECURITIES>                                         0
<RECEIVABLES>                                  189,755
<ALLOWANCES>                                    11,019
<INVENTORY>                                    334,790
<CURRENT-ASSETS>                               560,848
<PP&E>                                         643,064
<DEPRECIATION>                                 365,912
<TOTAL-ASSETS>                                 997,813
<CURRENT-LIABILITIES>                          373,713
<BONDS>                                        211,643
                                0
                                          0
<COMMON>                                            36
<OTHER-SE>                                     331,785
<TOTAL-LIABILITY-AND-EQUITY>                   997,813
<SALES>                                      1,057,123
<TOTAL-REVENUES>                             1,065,429
<CGS>                                          967,221
<TOTAL-COSTS>                                  967,221
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                 3,652
<INTEREST-EXPENSE>                              12,495
<INCOME-PRETAX>                                  1,953
<INCOME-TAX>                                       274
<INCOME-CONTINUING>                               (73)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      (73)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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