SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) July 8, 1996
GOLDEN POULTRY COMPANY, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 0-14960 58-1492075
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
244 Perimeter Center Parkway, N.E., Atlanta, Georgia 30346
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 393-5050
N/A
(Former name or former address, if changed since last report.)
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Item 5. Other Events
In January 1993, certain Alabama member patrons of Gold
Kist Inc. filed a lawsuit in the Circuit Court of Jefferson
County, Alabama, Tenth Judicial Circuit against the Company and
Gold Kist Inc. 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 vs. Harold O. Chitwood,
individually in his capacity as an officer of Gold Kist and a
Director of Golden Poultry; et al). The lawsuit alleges that the
named defendants violated their fiduciary duties by diverting
corporate opportunities from Gold Kist to the Company and
Carolina Golden Products Company in connection with the creation
of the Company and Carolina Golden Products Company and by
permitting their continued operations. Among the remedies
requested are the transfer of the Company's operations to Gold
Kist. In March 1994, the Court certified the Windham litigation
as a class action. In September 1995, the Company 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 an
Order 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
becomes owned by Gold Kist or a wholly owned subsidiary, either
through a merger or a tender offer for the minority shares of
Company stock outstanding. Approximately 3,920,000 shares are
owned by the minority shareholders. The Court denied the
plaintiffs' demands for additional allocations and cash
distributions to the class members. The Order will not be final
until the Court awards plaintiffs' attorneys fees. A hearing on
the fees has been set for July 18, 1996. After the Order becomes
final and non-appealable, Gold Kist has 90 days to negotiate the
terms of a merger, if possible, and 120 days after that to
complete the merger or tender offer. After the Order becomes
final, all parties have 30 days in which to file an appeal which
could have the effect of staying the Court's Order pending the
outcome of the appeals.
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 hereunto duly authorized.
GOLDEN POULTRY COMPANY, INC.
(Registrant)
______________________ _____________________________
(Date) Kenneth N. Whitmire
Chief Executive Officer
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