As filed with the Securities and Exchange Commission on
October 30, 1998
Registration No. 333-36291
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective
Amendment No. 1
to
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GOLD KIST INC.
(Exact name of Registrant as specified in its charter)
Georgia 58-025560
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
244 Perimeter Center Parkway, N.E.
Atlanta, Georgia 30346
(770) 393-5000
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
Alexander W. Patterson
Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
(404) 881-7688
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Peter J. Gibbons J. David Dyson
Vice President - Finance Secretary
Gold Kist Inc. Agvestments, Inc.
Post Office Box 2210 Post Office Box 2210
Atlanta, Georgia 30301 Atlanta, Georgia
30301
Approximate date of commencement of proposed sale to the
public: Not applicable.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [ ]
If any of the securities being registered on this Form
are to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, check the following
box.
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities
Act, please check the following box and list the Securities
Act registration statement number of the earlier effective
registration statement for the same offering. [ ]_________
If this Form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number
of the earlier effective registration statement for the same
offering. [ ] _________
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
INTRODUCTORY NOTE
The following securities, which have not been sold, of
Gold Kist Inc., a Georgia corporation (the "Company") are
hereby removed from registration:
$4,668,635 - 8.25% Fifteen Year Subordinated Capital
Certificates of Interest (Series D)
$3,668,723 - 8.00% Ten Year Subordinated Capital
Certificates of Interest (Series D)
$9,539,879 - 7.75% Seven Year Subordinated Capital
Certificates of Interest (Series A)
$3,762,663 - 7.50% Five Year Subordinated Capital
Certificates of Interest (Series C)
$8,124,784 - 7.00% Three Year Subordinated Capital
Certificates of Interest (Series A)
$10,260,284 - 6.75% Two Year Subordinated Capital
Certificates of Interest (Series A)
$1,119,947 - 6.30% One Year Subordinated Loan
Certificates (Series C)
$29,967,326 - 6.40% One Year Subordinated Large
Denomination Loan Certificates (Series A)
$12,917,149 - 5.60% Six Month Subordinated Large
Denomination Loan Certificates (Series A)
This request is made because the Company has completed the
sale of, inter alia, its retail stores division, which had
served as the principle means of distribution of the
securities through its wholly-owned subsidiary and registered
broker/dealer, Agvestments, Inc. In light of this
disposition, the Company has decided to discontinue its debt
financing program. Accordingly, this Post-Effective Amendment
No. 1 is being filed in order to remove from registration all
of the unsold securities.
Pursuant to the requirements of the Securities Act of
1933, as amended, the registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on
October 30, 1998.
GOLD KIST INC.
By:/s/ G. O. Coan
G. O. Coan,
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment No. 1 to the Registration
Statement has been signed below by the following persons in
the capacities and on the dates indicated.
/s/ G. O. Coan Chief Executive October 30, 1998
G. O. Coan Officer
(Principal Executive
Officer)
/s/ Peter J. Gibbons Vice President - October 30, 1998
Peter J. Gibbons Finance
(Principal Financial
Officer)
/s/ W. F. Pohl, Jr. Controller October 30, 1998
W. F. Pohl, Jr. (Principal Accounting
Officer)
/s/ W. P. Smith, Jr. Director October 30, 1998
W. P. Smith, Jr.
/s/ Fred K. Norris, Jr. Director October 30, 1998
Fred K. Norris, Jr.
/s/ Dan Smalley Director October 30, 1998
Dan Smalley
/s/ Phil Ogletree, Jr. Director October 30, 1998
Phil Ogletree, Jr.
/s/ James E. Brady, Jr. Director October 30, 1998
James E. Brady, Jr.
/s/ A. Jack Nally Director October 30, 1998
A. Jack Nally
/s/ W. Kenneth Whitehead Director October 30, 1998
W. Kenneth Whitehead
/s/ H. Michael Davis Director October 30, 1998
H. Michael Davis
/s/ Herbert A. Daniel, Jr. Director October 30, 1998
Herbert A. Daniel, Jr.
