UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Golden Poultry Company, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
381151109
(CUSIP Number)
Jack L. Lawing, Esq.
General Counsel, Vice President & Secretary
Gold Kist Inc.
244 Perimeter Center Parkway, N.E.
Atlanta, Georgia 30346-2397
(770) 393-5000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 13, 1997
(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 which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box ____.
Check the following box if a fee is being paid with the
statement _X_ (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
* 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 (however,
see the Notes).
SCHEDULE 13D
CUSIP No. 381151109
1 Name of reporting person
Gold Kist Inc.
S.S. or I.R.S. Identification No. of above person
58-0255560
2 Check the appropriate box if a member of a group (a)______
(b) ______
3 SEC use only
4 Source of funds*
WC OO BK
5 Check box if disclosure of legal proceedings is required
pursuant to items 2(d) or 2(e)________
6 citizenship or place of organization
Georgia
NUMBER OF 7 Sole voting power
SHARES 10,901,802
BENEFICIALLY
OWNED BY 8 Shared voting power
EACH
REPORTING 9 Sole dispositive power
PERSON 10,901,802
WITH 10 Shared dispositive power
11 Aggregate amount beneficially owned by each reporting
person
10,901,802
12 Check box if the aggregate amount in row (11) excludes
certain shares ______
13 Percent of class represented by amount in row (11)
75%
14 Type of reporting person*
CO
Item 1. Security and Issuer
This statement relates to the common stock, no par value
per share (the "Common Stock"), of Golden Poultry Company,
Inc., a Georgia corporation (the "Company"). The Company's
principal executive offices are located at 244 Perimeter
Center Parkway, N.E., Atlanta, Georgia 30346-2397.
Item 2. Identity and Background
The person filing this statement is Gold Kist Inc., a
Georgia corporation organized under the Georgia Cooperative
Marketing Act ("Gold Kist"). Gold Kist is a diversified
agricultural cooperative serving farmers and agricultural
supply dealers in the Southeast, Midsouth and Southwest. Gold
Kist's principal business address is, and its principal
offices are located at, 244 Perimeter Center Parkway, N.E.,
Atlanta, Georgia 30346-2397.
Gold Kist's shares of the Common Stock are owned through
its wholly owned subsidiary Agri International, Inc. Gold
Kist exercises sole voting power and investment power with
respect to all of such shares.
During the past five years, neither Gold Kist nor, to the
best of Gold Kist's knowledge, any of its directors or
executive officers, has been (i) convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect
to such laws.
The name, business address, present principal occupation
and citizenship of each director and each executive officer of
Gold Kist are set forth in Exhibit 1 hereto, which is
incorporated herein by reference.
Item 3. Source and Amount of Funds or Other Consideration
Between December 17, 1996, and January 9, 1997, Gold Kist
purchased (through its wholly owned subsidiary, Agri
International, Inc.) an aggregate of 299,395 shares of Common
Stock beneficially held by the following directors and
officers of Gold Kist and their spouses and minor children:
Dan Smalley, W. P. Smith, Jr., Fred K. Norris, Jr., James E.
Brady, Jr., A. Jack Nalley, G. O. Coan, John Bekkers, Kenneth
N. Whitmire, Paul G. Brower, Peter J. Gibbons, Jack L. Lawing,
Walter F. Pohl, Jr., Jerry L. Stewart, Stephen O. West and J.
David Dyson. As directed by the Final Judgment and Decree
issued on September 13, 1996 by the Circuit Court of Jefferson
County, Alabama in the lawsuit 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
("Windham Case"), Gold Kist paid $13 per share of Common Stock
purchased from such persons. Certain of such shares held by
officers were held pursuant to unexercised vested options, and
Gold Kist also paid an amount to such officers for the
cancellation of such vested options. The cancellation price
was determined using the Black Scholes formula. The total
consideration for the purchase of all such Common Stock was
$3,892,135. The consideration was paid in cash, and the
source of the funds was Gold Kist's working capital, advances
under existing Gold Kist credit facilities from a syndicate of
banks with SunTrust Bank, Atlanta, Georgia, as agent bank, and
proceeds from the sale of Gold Kist Capital Certificates of
Interest. The purchase from each director and officer was
made pursuant to a written Offer to Purchase or an Offer With
Respect to Options for Common Stock from Gold Kist to each
such person dated December 10, 1996, the form of each of which
is attached hereto as Exhibit 2, which is incorporated herein
by reference. Following such purchases and on the date of
this filing, no director or officer of Gold Kist owns any
shares of the Company's Common Stock.
On January 13, 1997, the Board of Directors of Gold Kist
adopted a resolution authorizing the officers of Gold Kist to
negotiate with the Company to pursue a transaction in which
Gold Kist would acquire all of the shares of the Company's
Common Stock not currently owned by Gold Kist, so that the
Company would become an indirect wholly owned subsidiary of
Gold Kist. Those negotiations are in the initial stages, and
no terms have been agreed upon. All funds needed by Gold Kist
to acquire such shares of Common Stock will be obtained from
Gold Kist's working capital, advances under existing Gold Kist
credit facilities from a syndicate of banks with SunTrust
Bank, Atlanta, Georgia, as agent bank, and proceeds from the
sale of Gold Kist Capital Certificates of Interest.
Item 4. Purpose of Transaction
Gold Kist purchased the shares of Common Stock from the
directors and officers named in Item 3 above, and will
negotiate to acquire the remaining shares of the Company's
Common Stock that Gold Kist does not currently own, for the
purpose of acquiring 100% of the Company's Common Stock and
causing the Company to become an indirect wholly owned
subsidiary of Gold Kist. The purchases from directors and
officers were ordered by the Court in the Windham Case. The
proposed purchase by Gold Kist of the remaining shares of the
Company's Common Stock not currently owned by Gold Kist was
not ordered in such Final Judgment and Decree, but has been
deemed by the Gold Kist Board of Directors to be in the best
interests of the members of Gold Kist. All of such remaining
shares of the Company's Common Stock are publicly traded, and
if a purchase by Gold Kist were to be effected, Golden Poultry
would no longer have any shares of Common Stock trading in the
public securities markets.
Item 5. Interest in Securities of the Issuer
Prior to the December 1996 and January 1997 purchases of
Common Stock from the directors and officers named in Item 3
above, Gold Kist owned 10,602,407 shares of the Company's
Common Stock, representing approximately 73% of the Company's
total issued and outstanding Common Stock.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer
There are no contracts, arrangements or understandings
among or between Gold Kist, its officers or directors, or the
Company with respect to the Common Stock. No director or
officer of Gold Kist owns any shares of Common Stock. Gold
Kist controls the Company through its current 75% ownership of
the Company's Common Stock, and the Gold Kist officers have
been authorized to negotiate with the Company to pursue a
transaction in which Gold Kist would acquire the remaining
Common Stock.
Item 7. Material to Be Filed as Exhibits
The following Exhibits are filed as part of this Schedule
13D:
Exhibit 1 Name, business address, present principal occupation
and citizenship of each director and executive
officer of Gold Kist Inc.
Exhibit 2 Form of Offer to Purchase dated December 10, 1996,
and Form of Offer with Respect to Options for Common
Stock, dated December 10, 1996, from Gold Kist Inc.
to certain of its directors and officers offering to
purchase shares of Common Stock of Golden Poultry
Company, Inc.
SIGNATURE
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the information set forth in this
statement is true, complete and correct.
Dated: January 23, 1997
GOLD KIST INC.
/s/ Jack L. Lawing
Jack L. Lawing
General Counsel, Vice
President & Secretary
EXHIBIT INDEX
Sequential
Exhibit Page No.
1 Name, business address, present principal
occupation and citizenship of each
executive officer and director of Gold Kist Inc. __
2 Form of Offer to Purchase dated December 10,
1996, and Form of Offer with Respect to Options
for Common Stock, dated December 10, 1996, from
Gold Kist Inc. to certain of its directors and
officers offering to purchase shares of Common
Stock of Golden Poultry Company, Inc. __
[7671]
EXHIBIT 1 TO SCHEDULE 13D
Directors and Executive Officers
of
Gold Kist Inc.
The names of the directors and the names and titles of the
executive officers of Gold Kist Inc. ("Gold Kist") and each
person's business address and principal occupation are set forth
below. Each individual is a United States citizen.
<TABLE>
Name, Business Address Present Position with Gold Kist Present Principal Occupation
<S> <C> <C>
James E. Brady, Jr. Director Farmer
Route 2, Box 176
Marion, AL 36759-9227
Hubert A. Daniel, Jr. Director Farmer
Route 2, Box 94
Claxton, GA 30417-9444
H. Michael Davis Director Farmer
3982 Bemiss Knights Acadamy Rd.
Valdosta, GA 31605-4821
A. Jack Nally Director Farmer
204 Nally Road, N.E.
Rydal, GA 30171-1109
Fred K. Norris, Jr. Vice Chairman of
St. Julien Plantation the Board of Directors Farmer
133 Kings Grant Drive
Eutawville, SC 29048-8804
Phil Ogletree, Jr. Director Farmer
P. O. Box 350
Orchard Hill, GA 30266-0350
Dan Smalley Director Farmer
4121 Fry Gap Road
Guntersville, AL 35976-6314
W.P. Smith, Jr. Chairman of the Board Farmer
389 Dogwood Avenue, N.W. of Directors
Arlington, GA 31713-9778
W. Ken Whitehead Director Farmer
Route 1, Box 271
Comer, GA 30629-9623
Gaylord O. Coan Chief Executive Officer Chief Executive
244 Perimeter Center Parkway, N.E. Officer of Gold Kist
Atlanta, Georgia 30346-2397
John Bekkers President, Chief Operating President, Chief
244 Perimeter Center Parkway, N.E. Officer Operating Officer of
Atlanta, Georgia 30346-2397 Gold Kist
Kenneth N. Whitmire Group Vice President/Poultry Group Vice President/
244 Perimeter Center Parkway, N.E. Poultry of Gold Kist
Atlanta, Georgia 30346-2397
Jerry L. Stewart Vice President Marketing/ Vice PresidentMarketing
244 Perimeter Center Parkway, N.E. Poultry /Poultry of Gold Kist
Atlanta, Georgia 30346-2397
Peter J. Gibbons Vice President/Finance Vice President/Finance
244 Perimeter Center Parkway, N.E. of Gold Kist
Atlanta, Georgia 30346-2397
Michael A. Stimpert Senior Vice President/ Senior Vice President/
244 Perimeter Center Parkway, N.E. Planning and Administration Planning and Admin-
Atlanta, Georgia 30346-2397 istration of Gold Kist
Jack L. Lawing General Counsel, Vice General Counsel, Vice
244 Perimeter Center Parkway, N.E. President & Secretary President & Secretary
Atlanta, Georgia 30346-2397 of Gold Kist
Stanley C. Rogers Vice President/AgriServices Vice President/
244 Perimeter Center Parkway, N.E. AgriServices of
Atlanta, Georgia 30346-2397 Gold Kist
Allen C. Merritt Vice President/Fertilizer Vice President/
244 Perimeter Center Parkway, N.E. & Chemical Fertilizer & Chemical
Atlanta, Georgia 30346-2397 of Gold Kist
John K. McLaughlin Vice President/Pet Food & Vice President/Pet Food
244 Perimeter Center Parkway, N.E. Animal Products & Animal Products
Atlanta, Georgia 30346-2397 of Gold Kist
Stephen O. West Treasurer Treasurer of Gold Kist
244 Perimeter Center Parkway, N.E.
Atlanta, Georgia 30346-2397
Walter F. Pohl, Jr. Controller Controller of Gold Kist
244 Perimeter Center Parkway, N.E.
Atlanta, Georgia 30346-2397
W.A. Epperson Vice President/Human Vice President/Human
244 Perimeter Center Parkway, N.E. Resources Resources of Gold Kist
Atlanta, Georgia 30346-2397
Michael F. Thrailkill Vice President/Information Vice President/
244 Perimeter Center Parkway, N.E. Services Information Services
Atlanta, Georgia 30346-2397 of Gold Kist
Paul G. Brower Vice President/ Vice President/
244 Perimeter Center Parkway, N.E. Communications Communications of
Atlanta, Georgia 30346-2397 Gold Kist
</TABLE>
[7669]
EXHIBIT 2 to SCHEDULE 13D
CONFIDENTIAL
LETTER FROM AGRI INTERNATIONAL, INC.
December 10, 1996
OFFER TO PURCHASE
COMMON STOCK
OF
GOLDEN POULTRY COMPANY, INC.
NAME/ADDRESS
Dear ___________:
We are enclosing materials being sent to all officers and
directors of Gold Kist Inc. ("Gold Kist") in connection with
the outcome of the Windham, et al v. Gold Kist Inc., et al,
Civil Action No. CV 93-00298, in the Circuit Court of
Jefferson County Alabama Tenth Judicial Circuit (the "Windham
Case"). The Windham Case becomes final and binding on
December 16, 1996. We fully expect it to become final since
all parties have agreed to accept the judge's order and not to
appeal the order. We will advise you promptly if for any
reason the order does not become final on December 16, 1996.
The court in the Windham Case ordered that Gold Kist must
offer to buy for $13 per share all of the shares (the
"Shares") of common stock of Golden Poultry, Inc. ("Golden
Poultry") held by the Gold Kist officers and directors or
their respective spouses or minor children as soon as
practicable and must adopt a policy prohibiting ownership of
Shares or any other equity of Golden Poultry by any officers
or directors of Gold Kist. Gold Kist has adopted such a
policy contingent on the Windham Case becoming final on
December 16, 1996. A copy of the policy is enclosed for your
information.
In compliance with the order in the Windham Case and
contingent on the order becoming final on December 16, 1996,
Agri International, Inc. ("Agri International"), a wholly
owned subsidiary of Gold Kist, does hereby offer to purchase
your Shares and the Shares of your spouse and minor children
for $13.00 per share, upon the terms and subject to the
conditions set forth in this letter and the Election Form
attached hereto (which together constitute the "Offer"). None
of you are under any obligation to sell your Shares to Agri
International.
However, you must dispose of your Shares and the Shares
of your spouse and minor children by January 9, 1997, in order
to continue as an officer or director of Gold Kist and Gold
Kist will expect to receive from you on or before January 9,
1997, the certificate attached to this letter certifying that
you and your spouse and minor children no longer own any
Shares.
This letter does not deal with any options that you may
have to acquire Shares and a separate letter will include an
offer with respect to such options as required by the Windham
Case.
You, your spouse and/or your minor children may "tender"
(offer to sell) to Agri International some or all of the
Shares you, your spouse or your minor children currently own
by following the procedures described in this letter. PLEASE
NOTE THAT THE DEADLINE TO TENDER THE SHARES IS JANUARY 9,
1997, AND THE ELECTION FORM MUST BE RETURNED BY JANUARY 9,
1997. THIS OFFER WILL EXPIRE ON JANUARY 9, 1997.
Before making a decision, you should read carefully the
enclosed Election Form and Form 10-K, Form 10-Q and Annual
Report for Golden Poultry (the "Disclosure Documents").
We are advising you by this letter that Gold Kist is
presently negotiating with Campbell Soup about the acquisition
of two poultry facilities. Final decisions have not been made
about the ownership of the facilities and they or either of
them would be material to Golden Poultry if acquired by Golden
Poultry. There can be no assurance that the transactions will
close and we understand that Campbell Soup is also negotiating
with other potential purchasers. Gold Kist continues to
consider taking Golden Poultry private and could undertake to
do so in the near future. All of this information is highly
confidential and we expect that you will hold it in the
strictest confidence.
If you tender the Shares, the cash price of $13 per share
will be paid promptly upon receipt of the Election Form and
the stock certificates representing the Shares properly
endorsed to Agri International on the back of the certificate.
There should be a separate Election Form duly executed by each
owner of Shares and each Election Form should be signed by all
registered owners of the Shares. Agri International will not
require the endorsement of the Shares to be guaranteed by a
bank. For your convenience, we are enclosing three copies of
the Election Form. You may make duplicate copies of the
Election Form if you need them for tenders to Gold Kist.
As examples, (1) if you and your spouse are the joint
owners of Shares, both of you must sign a single Election Form
for such Shares; (2) if you own Shares and your Spouse owns
Shares separately, there should be two Election Forms duly
executed by the respective owners of the Shares; or (3) if
some of the Shares are held in the name of one or more
custodians for your minor children all such registered
custodians for a minor child or children must sign a single
Election Form.
If your Shares or the Shares of your spouse or minor
children are held by a broker in street name, you may tender
the Shares by returning two duly signed identical copies of
each Election Form dealing with such Shares held by a broker,
by advising your broker of the tender and by checking the
place that provides direction to the broker to deliver the
Shares to Gold Kist as a result of the tender. Gold Kist will
send one copy of the Election Form to the Broker and will
retain one copy for its files.
If any of you elect to tender Shares, a duly executed
Election Form from each of you as described in the preceding
paragraphs and your duly endorsed stock certificates
representing your Shares, where required by the Election Form,
must be received by Agri International by January 9, 1997.
Please use the enclosed reply envelope to return the Election
Forms and the stock certificates, where required.
The Offer is not being made to, nor will tenders be
accepted from or on behalf of, holders of Shares in any
jurisdiction in which the making of the Offer or acceptance
thereof would not be in compliance with the laws of such
jurisdiction.
AGRI INTERNATIONAL, INC.
/s/ Peter J. Gibbons
Peter J. Gibbons
Treasurer
ELECTION FORM
FOR
GOLDEN POULTRY COMPANY, INC.
COMMON STOCK
The undersigned, having received and reviewed the Letter
from Agri International, Inc. and the Disclosure Documents
attached to the Letter, hereby certify and elect as follows:
1. I hereby acknowledge receipt of the Letter from Agri
International, Inc. and the Disclosure Documents attached
thereto.
2. I have the power and authority to sell the shares
specified below for the cash consideration of $13.00 per
share.
You must initial the space and complete either (3) or (4)
3. ____ I elect to tender to Agri International,
Inc. for $13.00 per share, _________ of the shares
of Common Stock of Golden Poultry that the
undersigned owns or controls and Agri
International, Inc. will acquire good title to such
shares free and clear of all claims and
encumbrances.
4. _____ I elect to not tender to Agri
International, Inc. any of the shares of Common
Stock of Golden Poultry that the undersigned owns or
controls.
You must initial the space(s) and complete (5) or (6) or both
5. _____ I am enclosing the certificate(s)
representing _______ shares being tendered, duly
executed by me.
6. _____ I hereby direct my broker
_______________________ (name) at
______________________________________ (full
address) with the telephone number of _____________
to deliver to Gold Kist _____ shares of common stock
of Golden Poultry held by him for me and I do hereby
agree that the receipt by Gold Kist of such shares
shall be effective as a receipt from me.
__________________________________
___________________________________
___________________________________
(Circle correct ones) Gold Kist Officer or Director
Spouse of Gold Kist Officer or Director
Custodian, Trustee or Guardian for Minor Child
(All owners must sign the Election Form)
Name: ______________________
[Please Print]
Name: _______________________
[Please Print]
Name: _______________________
[Please Print]
Date:_________________________
This Election Form must be completed and returned to Agri
International, Inc. in the enclosed postage prepaid envelope
no later than January 9, 1997. You must return this form even
if Shares owned by you, your spouse or your minor child(ren)
will not be tendered.
CONFIDENTIAL
LETTER FROM AGRI INTERNATIONAL, INC.
AND
GOLD KIST INC.
December 10, 1996
OFFER WITH RESPECT TO OPTIONS FOR
COMMON STOCK
OF
GOLDEN POULTRY COMPANY, INC.
___________________
Gold Kist Inc.
P. O. Box 2210
Atlanta, Georgia 30301
Dear ______________:
We are enclosing materials being sent to all officers of
Gold Kist Inc. ("Gold Kist") who have options to acquire
shares (the "Shares") of common stock of Golden Poultry, Inc.
("Golden Poultry") in connection with the outcome of the
Windham, et al v. Gold Kist, Inc., et al, Civil Action No. CV
93-00298, in the Circuit Court of Jefferson County Alabama
Tenth Judicial Circuit (the "Windham Case"). The Windham Case
becomes final and binding on December 16, 1996. We fully
expect it to become final since all parties have agreed to
accept the judge's order and not to appeal the order. We will
advise you promptly if for any reason the order does not
become final on December 16, 1996.
The court in the Windham Case ordered that Gold Kist must
offer to buy the Shares that you can obtain by exercising your
vested Golden Poultry options and to pay you to agree to
cancel your unvested Golden Poultry options to acquire Shares
at prices for each option established by the court in the
Windham Case under the Black Sholls formula. We have attached
a Price Schedule that lists each of your options, the price
per share for each Share covered by the option and the total
payment for each option pursuant to this Offer.
As you know consistent with the Windham Case, Gold Kist
has adopted a policy requiring all officers and directors of
Gold Kist not to have any equity interest in Golden Poultry,
contingent on the Windham Case becoming final on December 16,
1996. A copy of the policy is enclosed for your information.
In compliance with the order in the Windham Case and
contingent on the order's becoming final on December 16, 1996,
(1) Agri International, Inc. ("Agri International"), a wholly
owned subsidiary of Gold Kist, does hereby offer to purchase
the Shares that are subject to your vested options for $13 per
share; (2) Gold Kist does hereby offer to pay the excess over
$13 per share as required by the attached Price Schedule so
that you will ultimately be paid the total prices for each of
your vested options that are listed in the Price Schedule; and
(3) Gold Kist also does hereby offer to pay you the amounts
indicated in the Price Schedule to cancel the unvested
options. All three of the foregoing offers are upon the terms
and subject to the conditions set forth in this letter and the
Election Form attached hereto (which together constitute the
"Offer").
You are under no obligation to sell your Shares to Agri
International or to cancel your options. However, you must
dispose of your Shares and your options for Shares by January
9, 1997, in order to continue as an officer of Gold Kist.
Gold Kist will expect to receive from you on or before January
9, 1997, the certificate attached to this letter certifying
that you and your spouse and minor children no longer own any
Shares or options.
You may "tender" (offer to sell) to Agri International at
$13 per share some or all of the Shares that are subject to
vested options and such an offer will also be an offer to
accept from Gold Kist the remainder of the price listed on the
Price Schedule for the vested options. You may also offer to
cancel all unvested options to acquire Shares in exchange for
the payment by Gold Kist listed on the Price Schedule.
HOWEVER PLEASE NOTE THAT THE DEADLINE IS JANUARY 9, 1997, AND
THE ELECTION FORM MUST BE RETURNED BY JANUARY 9, 1997. THIS
OFFER WILL EXPIRE ON JANUARY 9, 1997.
Our records indicate that 25,788 Shares are subject to
vested options and 4,100 Shares are subject to unvested
options, all as set out in the Price Schedule.
Before making a decision, you should read carefully the
enclosed Election Form and Form 10-K, Form 10-Q and Annual
Report for Golden Poultry (the "Disclosure Documents").
We are advising you by this letter that Gold Kist is
presently negotiating with Campbell Soup about the acquisition
of two poultry facilities. Final decisions have not been made
about the ownership of the facilities and they or either of
them would be material to Golden Poultry if acquired by Golden
Poultry. There can be no assurance that the transactions will
close and we understand that Campbell Soup is also negotiating
with other potential purchasers. Gold Kist continues to
consider taking Golden Poultry private and could undertake to
do so in the near future. All of this information is highly
confidential and we expect that you will hold it in the
strictest confidence.
If you elect to tender the Shares subject to the vested
options, you must exercise the options in the manner directed
by Golden Poultry by returning to Gold Kist the attached
exercise form and you must return a duly executed Election
Form. Your exercise price for the Shares covered by the
vested options will be paid by Agri International to Golden
Poultry and the remainder of the price of $13 for each of the
Shares will be paid by Agri International to you. The amount
by which the price in the Price Schedule for the vested option
exceeds $13 per share will be paid by Gold Kist to you, less
tax withholding. The Shares will be originally issued by
Golden Poultry to Agri International and not to you. Agri
International will not require that your signature be
guaranteed by a bank.
If you elect to cancel the unvested options, you must
return the Election Form with the appropriate indications and
Gold Kist will pay you the cancellation price indicated on the
Price Schedule, less tax withholding.
The payments by Gold Kist to you pursuant to this Offer
shall be treated as compensation to you and will be taxable as
ordinary income. Gold Kist will be required to withhold for
taxes as provided for all other compensation. The payment to
you by Agri International will be treated as ordinary income
to you because you will not have held your Shares for one
year. The income related to the Agri International payment
will be reported to you by Golden Poultry.
The Offer is not being made to, nor will tenders be
accepted from or on behalf of, holders of Shares in any
jurisdiction in which the making of the Offer or acceptance
thereof would not be in compliance with the laws of such
jurisdiction.
AGRI INTERNATIONAL, INC.
/s/ Peter J. Gibbons
Peter J. Gibbons
Treasurer
GOLD KIST INC.
/s/ Gaylord O. Coan
Gaylord O. Coan
Chief Executive Officer
ELECTION FORM
FOR
GOLDEN POULTRY COMPANY, INC.
OPTIONS
The undersigned, having received and reviewed the Letter
from Agri International, Inc. and Gold Kist Inc. and the
Disclosure Documents attached to the Letter, hereby certify
and elect as follows:
1. I hereby acknowledge receipt of the Letter from Agri
International, Inc. and Gold Kist, Inc. and the
Disclosure Documents attached thereto.
2. I have by this Election Form exercised the vested
options, signed copies of such option agreements being
attached to this Election Form, and I do hereby direct
Golden Poultry to deliver the Shares resulting from the
exercise of the options to Gold Kist. I direct Gold Kist
to give a copy of this Election Form to Golden Poultry
for its records and to indicate my exercise of the
attached options. I have the power and authority to sell
the shares specified below for the cash consideration of
$13.00 per share.
You must initial the space to indicate agreement to either (3)
or (4) or both.
3. _____ I elect to tender to Agri
International, Inc. for $13.00 per share, all of the
shares of Common Stock of Golden Poultry that the
undersigned would acquire as a result of the
exercise of the vested options as listed on the
Price Schedule and Agri International will acquire
good title to such shares free and clear of all
claims and encumbrances. I also accept Gold Kist's
offer to pay the difference between the option value
and the $13 per share. I acknowledge that the
agreement is based on the terms in the Letter.
4. _____ Pursuant to the terms in the Letter,
I elect to cancel the unvested options listed on the
Price Schedule in consideration for the amounts
listed therein and agree that such options shall be
canceled immediately upon receipt by me of the
payment by Gold Kist.
___________________________
Gold Kist Officer
Name: ______________________
[Please Print]
Date:_______________________
This Election Form must be completed and returned to Agri
International, Inc. or Gold Kist in the enclosed postage
prepaid envelope no later than January 9, 1997.
[7670]
