GOLD KIST INC
10-Q, 1997-05-13
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 March 29, 1997

                                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 -
              March 29, 1997 and June 29, 1996  . . . .   1

           Consolidated Statements of Operations -
              Three Months and Nine Months
              Ended March 29, 1997 and
                March 30, 1996  . . . . . . . . . . . .   2

             Consolidated Statements of Cash Flows -
              Nine Months Ended March 29, 1997
              and March 30, 1996  . . . . . . . . . . .   3

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

  Item 2.  Management's Discussion and Analysis of
              Results of Operations and Financial
             Condition  . . . . . . . . . . . . . . . .  6 - 9

Part II.   Other Information

  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>
                                                March 29,       June 29,
                                                 1997            1996  
<S>                                            <C>              <C>              
                   ASSETS
Current assets:
   Cash and cash equivalents                   $   15,722         20,562
   Receivables, principally trade, including
     notes receivable of $35,316 at March 29,
     1997 and $71,238 at June 29, 1996,
     less allowance for doubtful accounts of
     $11,300 at March 29, 1997 and $7,726
     at June 29, 1996                             198,105        242,411
   Inventories (note 3)                           342,653        270,367
   Other current assets                            28,419         39,204
        Total current assets                      584,899        572,544
Investments                                       112,619        104,728
Property, plant and equipment, net                287,227        255,728
Other assets                                       41,287         42,960
                                               $1,026,032        975,960
                                                         
        LIABILITIES AND EQUITY
Current liabilities:
   Notes payable and current maturities of
    long-term debt:
    Short-term borrowings                      $  138,600        112,800
    Subordinated loan certificates                 34,639         30,574
    Current maturities of long-term debt           15,364         27,089
                                                  188,603        170,463
   Accounts payable                               157,051        126,340
   Accrued compensation and related expenses       23,324         32,590
   Patronage refunds and equity payable                 -         24,043
   Interest left on deposit                        13,300         12,119
   Other current liabilities                       16,089         22,532
        Total current liabilities                 398,367        388,087
Long-term debt, excluding current maturities      224,631        188,948
Accrued postretirement benefit costs               43,781         40,271
Other liabilities                                   5,637          4,072
        Total liabilities                         672,416        621,378
Minority interest                                  28,443         28,172
Patrons' and other equity:
   Common stock, $1.00 par value - Authorized
    500 shares; issued and outstanding 36 at
    March 29, 1997 and June 29, 1996                   36             36
   Patronage reserves                             198,866        209,140
   Unrealized gain on marketable equity
    security (net of deferred income taxes
    of $11,971 at March 29, 1997 and
    $13,116 at June 29, 1996)                      22,231         20,978
   Retained earnings                              104,040         96,256
        Total patrons' and other equity           325,173        326,410
                                               $1,026,032        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   Nine Months Ended
                                 March 29,  March 30, March 29,  March 30,
                                   1997       1996      1997       1996    
<S>                               <C>       <C>       <C>         <C>      
Net sales volume                  $577,456  494,586   1,634,579   1,363,601
Cost of sales                      530,062  455,726   1,497,283   1,215,285
   Gross margins                    47,394   38,860     137,296     148,316
Distribution, administrative
  and general expenses              41,827   36,885     125,587     111,857
   Net operating margins             5,567    1,975      11,709      36,459
Other income (deductions):                                     
  Interest income                    1,849    1,847       7,736       7,058
  Interest expense                  (6,545)  (5,382)    (19,040)    (15,141)
  Equity in earnings (loss) of 
   partnership (note 4)              1,035     (127)      2,077      (1,140)
  Miscellaneous, net                   290      309       1,667       4,433
                                    (3,371)  (3,353)      (7,560)    (4,790)
Margins before income taxes 
  and minority interest              2,196   (1,378)      4,149      31,669
Income tax expense(benefit)            932   (1,114)      1,206      10,410
Margins before
  minority interest                  1,264     (264)      2,943      21,259

Minority interest                      (71)    (259)     (1,823)     (2,716)
   Net margins (loss)             $  1,193     (523)      1,120      18,543



                                                   
         See Accompanying Notes to Consolidated Financial Statements.
</TABLE>


<TABLE>
                                                                    Page 3

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

<CAPTION>
                                                     Nine Months Ended     
                                                  March 29,     March 30,
                                                    1997         1996 
<S>                                               <C>          <C>      
Cash flows from operating activities:
  Net margins                                     $  1,120       18,543
  Non-cash items included in net margins:
     Depreciation and amortization                  29,459       29,529
     Equity in (earnings) loss of partnership       (2,077)       1,140
     Patronage refunds                              (5,642)      (3,969)
     Minority Interest                               1,823        2,716
     Deferred income tax expense (benefit)             177         (784)
     Other                                           5,849       (1,673)
  Changes in operating assets and liabilities: 
     Receivables                                    44,306       17,747
     Inventories                                   (72,286)    (100,194)
     Other current assets                           13,199       (8,378)
     Accounts payable and accrued expenses          12,299       20,682
     Interest left on deposit                        1,181        1,357
        Net cash provided by operating activities   29,408      (23,284)    

Cash flows from investing activities:
  Acquisitions of property, plant and equipment    (58,958)     (57,333)
  Proceeds from sale of poultry grower loans          -          10,052
  Other, net                                            92       (1,981)
        Net cash used in investing activities      (58,866)     (49,262)

Cash flows from financing activities:
  Short-term borrowings (repayments), net           29,865       66,095
  Proceeds from long-term debt                      70,661       41,797
  Principal payments of long-term debt             (46,703)     (24,671)
  Patronage refunds and other equity paid in cash  (29,205)     (10,999)
        Net cash provided by financing
           activities                               24,618       72,222

        Net change in cash and cash equivalents     (4,840)        (324)

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

Cash and cash equivalents at end of period       $  15,722       16,273
 
Supplemental disclosure of cash flow data:
  Cash paid during the periods for:
     Interest (net of amounts capitalized)       $  17,939       12,165
     Income taxes                                $   9,967       18,936




       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"  or  the  "Association").   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>
                                   Mar. 29, 1997      June 29, 1996  
     <S>                              <C>                 <C>    
     Merchandise for sale             $114,359             83,886
     Live poultry and hogs              97,369             95,682
     Marketable products - poultry      33,377             40,047
     Marketable products - cotton       53,110             11,258
     Raw materials and supplies         44,438             39,494
                                      $342,653            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 $21.9  million at March  29, 1997 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     Nine Months Ended
                           Mar. 31,   Mar. 31,    Mar. 31,  Mar. 31,
                             1997       1996        1997      1996 
     <S>                   <C>        <C>         <C>        <C>    
     Net sales and other
       operating income    $89,636    99,551      292,942    301,872
     Costs and expenses     86,375    99,931      286,838    305,292
       Net earnings (loss)$  3,261      (380)       6,104     (3,420)
</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  $577.5 million  for the
three month  period  ended  March 29,  1997  increased  16.8%  as
compared to the same period a  year ago. Net sales volume for the
nine  months  ended  March  29, 1997  increased  19.9%  or $271.0
million as compared  to the  same period last  year. The  Poultry
segment's net  sales volume increased 11.8% for the quarter ended
March 29, 1997 as compared to the same quarter  last fiscal year.
The Poultry segment's quarterly increase in  net sales volume was
primarily  the result  of a  6.0% increase  in pounds  of broiler
products  marketed and a 6.0% increase in average broiler selling
prices.   Poultry market prices  for the quarter  ended March 29,
1997  increased as  compared to  the same  quarter last  year due
primarily  to the slowdown  in poultry  industry expansion.   The
Poultry segment's  net sales  volume  for the  nine months  ended
March 29, 1997 was $1.2 billion  as compared to $1.0 billion  for
the comparable period last year.

The Agri-Services  segment's net  sales volume of  $170.2 million
for the  three  month  period  ended  March  29,  1997  increased
approximately  20.3% or  $28.8 million  as compared  to  the same
period a  year ago.  Net  sales volume of $405.5  million for the
nine months ended March  29, 1997 increased 26.0% 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 March 29, 1997
was  $50.8 million as compared to $29.5 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.  Farm
supply store  sales increased  approximately 11% for  the quarter
ended March  29, 1997 as compared to the same period last year as
a result of new store locations and favorable planting conditions
during March 1997.

Net Operating Margins

The Association had net operating margins of $5.6 million for the
quarter ended March 29, 1997 as  compared to $2.0 million for the
quarter  ended March  30, 1996.   The  increase in  net operating
margins was primarily the result  of the lower broiler  operating
losses  and  an  increased   patronage  refund  received  from  a
fertilizer cooperative.   The  Poultry segment had  net operating
losses of $3.5 million  for the three months ended March 29, 1997
as compared to  net operating losses of $6.0 million  in the same
period  last fiscal  year.  Feed ingredient  costs for  the three
months  ended March 29, 1997  increased 11.6% as  compared to the
same  three month period a year ago.   The impact of the increase
in  feed ingredient costs on margins was offset by higher average
selling  prices.  Also, the  reduction in the  net operating loss
was partially  the result  of increases in  operating efficiency.
Cash  market  prices  for  feed grains  strengthened  during  the
quarter  ended  March 29,  1997 as  a  result of  weather related
disruptions in  the U.  S. distribution system,  increased demand
for soybean products and lower world supplies of oilseeds.



                                                         Page 7

The   AgriServices  segment   had   net  operating   margins   of
approximately $12.0 million  for the three months ended March 29,
1997 as compared to  $10.0 million in the comparable  period last
fiscal year.  The Fertilizer Division received a patronage refund
of $10.1  million from a major fertilizer  cooperative during the
quarter ended March 29,  1997.  The net operating margin  for the
quarter ended March 30, 1996 reflected a patronage refund of $8.9
million.    Also, slightly  higher margins  on farm  supply sales
contributed  to  the  current   quarter's  net  operating  margin
improvement.

Other Income (Deductions)
   
Interest  income was $1.8 million for the quarter ended March 29,
1997 and March 30, 1996, respectively.  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  March 29,  1997
increased $1.2 million to  $6.5 million as a result  of increased
borrowings necessary to fund  the Association's capital expansion
program and redemptions of patronage reserves.  

Equity in  earnings of partnership of  approximately $1.0 million
represented  the  Association's prorata  share  of  Golden Peanut
Company's  net  earnings for  the quarter  ended March  29, 1997.
This compared to a  $127,000 share of the partnership's  loss for
the same quarter a year ago.  

Miscellaneous, net was  $290,000 for the quarter  ended March 29,
1997  as compared  to $309,000  for the  quarter ended  March 30,
1996.  Miscellaneous, net  for the three  months ended  March 29,
1997 includes other patronage refunds in which the Association is
a  member and other dividends of $341,000 as compared to $181,000
for the same  period a year ago.  For the quarter ended March 29,
1997, miscellaneous, net reflected a $70,000 loss related  to its
ownership interest  in a pecan processing  and marketing company.
For  the quarter ended March 30, 1996, the Association recorded a
$286,000 loss  on this investment.   During the  current quarter,
the Association recorded a  $1.0 million loss on the  purchase of
subsidiary common stock.   The  loss reflects the  excess of  the
purchase  price over  the  book value  of  the shares  purchased.
Rental income of $519,000 was  included in miscellaneous, net for
the quarter ended March 29, 1997.

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 March 29,
1997,  the  Association  had  unused loan  commitments  of  $98.0
million and  additional unused uncommitted  facilities to provide
loans and letters of  credit from banks aggregating approximately
$124.8 million .  In February 1997, the Association established a
$125.0 million note purchase and private shelf  agreement with an
insurance company.   Under  this agreement, the  Association sold
$30 million of 7.60% Series A Senior Notes due February 11, 2012.
The   primary   sources  of  external  long-term  financing are a
note



                                                         Page 8

agreement with an insurance company, proceeds from the continuous
offering  of Subordinated  Capital Certificates  of Interest  and
revolving credit agreements.  

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
either  in  compliance with  all  applicable  conditions in  loan
agreements  as of  March  29, 1997  or  has obtained  waivers  of
compliance with such conditions from lenders.

Working  capital and  the current  ratio were $186.5  million and
1.47 to 1, respectively, at March 29, 1997, as compared to $184.5
million and 1.48 to 1, respectively,  at June 29, 1996.   Patrons
equity at March 29, 1997 was $325.2 million as compared to $326.4
million at June 29, 1996.  The decrease in patrons equity for the
nine  months  ended  March 29,  1997  was  primarily  due to  the
redemption of patronage reserves and  the decline in net margins.
Cash  and cash  equivalents were  approximately $15.7  million at
March  29, 1997.   Net  cash provided  by operations  reflected a
$44.3 million  seasonal decrease  in receivables during  the nine
months ended March 29, 1997.  Increased inventories reflected the
increased  cotton procurement  activities in  the current  fiscal
year.    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 and $100.5 million of borrowings, net of repayments.  

For  the nine  months  ended March  29,  1997, the  Association's
investment activities included $59.0 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  $120.0 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 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. Gold
Kist  owns  approximately  10,902,000  shares or  75%  of  Golden
Poultry's 14,623,813 outstanding shares.  Those negotiations have
been completed and an  Agreement and Plan of Merger  was executed
on   April  22,   1997  (the   "Merger  Agreement"),   among  the
Association,  Golden Poultry  Company, Inc.,  Agri International,
Inc. and Golden Poultry Acquisition Corp.

Pursuant to the  Merger Agreement,  Gold Kist has  agreed to  pay
$14.25 per share  in cash  for each outstanding  share of  Common
Stock  not already beneficially owned  by Gold Kist.   The Merger
Agreement has been  approved by  the Boards of  Directors of  the
Association and Golden Poultry Company, Inc. 



                                                         Page 9

but is expressly  subject to the  approval of a  majority of  the
owners of the Golden Poultry Common Stock not owned by Gold Kist.
All funds needed to acquire such  shares of Common Stock will  be
obtained  from   Gold  Kist's  cash  and   cash  equivalents  and
borrowings under some or all of existing credit facilities.  

The Association  believes cash  on hand  and cash  equivalents at
March  29, 1997 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 10

                                             
                   PART II:  OTHER INFORMATION


Item 5.  Other Information

  Gold  Kist  has  completed  negotiations  with  Golden  Poultry
concerning a possible merger of  Golden Poultry with a subsidiary
of Gold  Kist and has executed an Agreement and Plan of Merger on
April  22,  1997 (the   Merger  Agreement )  with Golden  Poultry
Company, Agri International, Inc.  and Golden Poultry Acquisition
Corp.  Gold Kist  owns approximately 10,900,000 shares or  75% of
Golden Poultry s 14,623,813 outstanding shares.

  Pursuant to the  Merger Agreement, Gold Kist has agreed  to pay
$14.25 per share  in cash  for each outstanding  share of  Golden
Poultry Common Stock not already beneficially owned by Gold Kist.
All of such remaining  shares of Golden Poultry Common  Stock are
publicly  traded, and upon  consummation of the  purchase by Gold
Kist, Golden Poultry  will no  longer have any  shares of  Common
Stock trading in the public  securities markets.  The transaction
will  be effected by a  merger (the  Merger ),  pursuant to which
Golden Poultry  Acquisition Corp.,  a wholly-owned subsidiary  of
Agri International,  Inc. that  has been formed  specifically for
this purpose,  will be  merged into  Golden Poultry,  with Golden
Poultry as the surviving  corporation.  The Merger  Agreement has
been  approved by the Boards  of Directors of  Golden Poultry and
Gold Kist but is  expressly subject to the approval of a majority
of the  owners of the  Golden Poultry  Common Stock not  owned by
Gold Kist.

  Golden  Poultry has  filed with  the SEC and  will send  to all
shareholders of  Golden Poultry other than Gold Kist (the  Public
Shareholders )  a  proxy  statement, requesting  that  each  such
Public  Shareholder vote in favor of the Merger Agreement and the
transactions contemplated thereby.   Under  applicable state  law
and  the  Merger  Agreement,  approval of  the  Merger  Agreement
requires two affirmative  shareholder votes:   (i) a majority  of
the shares  outstanding, which is  assured because Gold  Kist has
agreed to cause its 75% of  the shares to vote affirmatively; and
(ii)  a majority of the  shares held by  the Public Shareholders.
In addition to such  vote requirements, Merger Agreement requires
that certain conditions be satisfied prior to consummation of the
Merger  including,  without   limitation,  that  the   investment
advisors engaged by Gold  Kist and by Golden Poultry  with regard
to the Merger shall have delivered, have reaffirmed, and not have
withdrawn  the fairness  opinions delivered  by such  advisors in
connection  with  the  Merger.    If  the  Merger  has  not  been
consummated  by September 30,  1997, either  Gold Kist  or Golden
Poultry may terminate the Merger Agreement.  If the  transactions
contemplated by  the Merger Agreement are  consummated, Gold Kist
will acquire the  remaining Common Stock and  Golden Poultry will
become an indirect wholly-owned subsidiary of Gold Kist.

              

                                                          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
         March 29, 1997.
                                                                 
                            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        May 13, 1997                                        
                                          Gaylord O. Coan
                                      Chief Executive Officer    
                                    (Principal Executive Officer)
     

Date        May 13, 1997                                        
                                         Walter F. Pohl, Jr.     
                                             Controller      
                                      (Chief Accounting 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
        March 29, 1997.

                            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        May 13, 1997                /s/ Gaylord O. Coan      
                                            Gaylord O. Coan
                                        Chief Executive Officer  
                                    (Principal Executive Officer)
     

Date        May 13, 1997               /s/ Walter F. Pohl, Jr.  
                                           Walter F. Pohl, Jr.   
                                               Controller      
                                      (Chief Accounting Officer)
<PAGE>

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<ARTICLE> 5
       
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<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-28-1997
<PERIOD-END>                               MAR-29-1997
<CASH>                                          15,722
<SECURITIES>                                         0
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                                0
                                          0
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