<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
GOLDEN POULTRY COMPANY, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange ActRule 0-11:
--------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------
- ---------
*Set forth the amount on which the filing is calculated and state how it was
determined.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
--------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------
(3) Filing Party:
--------------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
GOLDEN POULTRY COMPANY, INC.
244 PERIMETER CENTER PARKWAY, N.E.
ATLANTA, GEORGIA 30346
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 23, 1996
TO THE SHAREHOLDERS OF GOLDEN POULTRY COMPANY, INC.:
The Annual Meeting of Shareholders of Golden Poultry Company, Inc. (the
"Company"), will be held at the Company's corporate offices, 244 Perimeter
Center Parkway, N.E., Atlanta, Georgia, on the 23rd day of October, 1996, at
2:00 p.m., for the following purposes:
1. To elect three (3) directors of Class I to the Board of Directors to
serve until the annual meeting of shareholders in 1999;
2. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
Only shareholders of record of the Company at the close of business on
September 6, 1996 will be entitled to vote at the meeting. The Annual Meeting
may be adjourned from time to time without notice other than announcement at
the Annual Meeting, and any business for which notice of the Annual Meeting is
hereby given may be transacted at any such adjournment. The transfer books
will not be closed. A complete list of shareholders entitled to vote at the
meeting will be available for inspection by shareholders at the offices of the
Company immediately prior to the meeting.
By Order of the Board of Directors,
/s/ Jack L. Lawing
--------------------------------
JACK L. LAWING,
Secretary
Atlanta, Georgia
September 20, 1996
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING IN PERSON,
PLEASE VOTE, SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENCLOSED
BUSINESS REPLY ENVELOPE. IF YOU DO ATTEND THE MEETING, YOU MAY, IF YOU WISH,
WITHDRAW YOUR PROXY AND VOTE IN PERSON.
<PAGE>
GOLDEN POULTRY COMPANY, INC.
244 PERIMETER CENTER PARKWAY, N.E.
ATLANTA, GEORGIA 30346
(770) 393-5000
PROXY STATEMENT
ANNUAL MEETING--OCTOBER 23, 1996
This Proxy Statement is being furnished by the Board of Directors of Golden
Poultry Company, Inc. (the "Company") in connection with the solicitation of
proxies for use at the Annual Meeting of Shareholders of the Company to be
held at 2:00 p.m. on October 23, 1996 at the corporate offices of the Company,
and at any adjournments thereof. The enclosed proxy is revocable at any time
prior to its exercise at the Annual Meeting by giving written notice to the
Secretary of the Company, by delivering a duly executed proxy bearing a later
date or by voting in person at the meeting.
The executive offices of the Company are located at 244 Perimeter Center
Parkway, N.E., Atlanta, Georgia 30346. This Proxy Statement and the
accompanying form of proxy are first being mailed to shareholders on or about
September 20, 1996. An annual report to shareholders, including financial
statements for the year ended June 29, 1996, is being mailed to shareholders
with this Proxy Statement.
Only owners of record of shares of Common Stock of the Company at the close
of business on September 6, 1996, the record date for the Annual Meeting, are
entitled to vote at the meeting or any adjournments thereof. At the close of
business on the record date, the Company had outstanding and entitled to vote
at the Annual Meeting 14,533,017 shares of Common Stock.
All proxies received by the Company will be voted in accordance with the
instructions appearing on such proxies. In the absence of contrary
instructions, the proxy will be voted for the election of the four nominees
whose names appear below. In the event that any nominee is unable to serve
(which is not anticipated), the persons designated as proxies will cast votes
for the remaining nominees and for such other persons as they may select.
Each shareholder is entitled to one vote on each proposal per share of
Common Stock held as of the record date. In determining whether a quorum
exists at the annual meeting for the purposes of all matters to be voted on,
all votes "for" or "against," as well as all abstentions (including votes to
withhold authority to vote in certain cases), with respect to the proposal
receiving the most such votes, will be counted. The vote required for the
election of directors is a plurality of the votes cast by the shares entitled
to vote in the election, provided a quorum is present. Consequently, with
respect to the proposal for the election of directors, votes withholding
authority and broker non-votes will not be counted as part of the base number
of votes to be used in determining if the proposal has received the requisite
number of base votes for approval. Thus, with respect to the proposal for the
election of directors, a vote withholding authority or broker non-vote will
have no effect. With respect to any other proposal to be voted on at the
annual meeting, the required vote for approval is a majority of the shares of
Common Stock represented and entitled to vote at the annual meeting.
Consequently, with respect to those proposals (if any are properly made at the
meeting), abstentions will be counted as part of the base number of votes to
be used in determining if the proposal has received the requisite number of
base votes for approval, but broker non-votes will not be counted in such base
for such proposals. Thus, an abstention will have the same effect as a vote
"against" such proposal, while a broker non-vote will have no effect.
ELECTION OF DIRECTORS
(PROPOSAL ONE)
The Board of Directors of the Company is divided into three classes, with
the terms of office of each Class ending in successive years. The terms of
directors in Class I expire with this Annual Meeting. The directors of Class
II and Class III will continue in office. At the present time, there are three
directors in Class I, four directors in Class II and four directors in Class
III. The shareholders are being asked to vote on the election of the three
directors in Class I. Nominees P. J. Gibbons, H. R. Holding and J. L. Stewart
are presently directors.
<PAGE>
The following table sets forth the name of each nominee and director
continuing in office; a description of his positions and offices with the
Company, if any; a brief description of his principal occupation and business
experience during at least the last five years; certain directorships
presently held by him in companies other than the Company; and certain other
information including his age.
<TABLE>
<CAPTION>
INFORMATION ABOUT NOMINEE OR YEAR FIRST ELECTED
NAME DIRECTOR CONTINUING IN OFFICE A DIRECTOR
---- ----------------------------- ------------------
NOMINEES FOR DIRECTOR
CLASS I
TERM EXPIRING ANNUAL MEETING 1996
<C> <S> <C>
P. J. Gibbons Mr. Gibbons has been Vice President--Finance 1982
for Gold Kist Inc., a diversified
agricultural cooperative association that is
the majority shareholder of the Company
("Gold Kist"), since 1978. He is 59.
J. L. Stewart Mr. Stewart is Vice President--Marketing for 1986
the Gold Kist Poultry Group, a position he
has held since 1981. He is 56.
H. R. Holding Mr. Holding served as Vice Chairman of the 1993
Board--Finance Administration for BellSouth
Corporation, Atlanta, Georgia, from March
1991 until his retirement in August 1993. He
previously served as Vice President and
Senior Financial Officer of BellSouth
Corporation from May 1987 until January 1988
and as Executive Vice President--Chief
Financial Officer of BellSouth Corporation
from January 1988 until March 1991.
Mr. Holding serves as Trustee of the Emerald
Mutual Funds. He is 62.
INCUMBENT DIRECTORS
CLASS II
TERM EXPIRING ANNUAL MEETING 1997
H. O. Chitwood Mr. Chitwood is Chief Executive Officer-- 1982
Retired of Gold Kist. He previously served
as Chairman of the Board of Directors of the
Company from October 1992 until October
1996. He served as Vice Chairman of the
Board of Directors from 1986 until his
election as Chairman. In addition, he served
as Chief Executive Officer of Gold Kist from
October 1991 until October 1996. Mr.
Chitwood served as Chief Executive Officer
of the Company from 1986 until 1988 and as
President from 1982 to 1986. He also served
as Executive Vice President and Chief
Operating Officer of Gold Kist from 1989 to
October 1991, as Executive Vice President of
Gold Kist from 1988 until 1989, and as
Executive Vice President, Gold Kist Poultry
Group, from 1984 until 1988. He is 66.
G. O. Coan Mr. Coan is Vice Chairman of the Board of 1982(1)
Directors of the Company. He is also Chief
Executive Officer of Gold Kist, a position
he has held since October 1995. He
previously served as President and Chief
Operating Officer of Gold Kist from October
1991 until his election as Chief Executive
Officer. Previously he served as Executive
Vice President of Gold Kist from 1990 to
October 1991. He also served as President of
Golden Peanut Company, a peanut procurement,
processing and marketing company
headquartered in Atlanta, Georgia, from 1986
until 1990. Mr. Coan is a Director of the
Archer Daniels Midland Company. He is 60.
</TABLE>
- --------
(1) Mr. Coan served as a director from 1982 to 1986 and was reelected as
director in 1991.
2
<PAGE>
<TABLE>
<CAPTION>
INFORMATION ABOUT NOMINEE OR YEAR FIRST ELECTED
NAME DIRECTOR CONTINUING IN OFFICE A DIRECTOR
---- ----------------------------- ------------------
<C> <S> <C>
K. N. Whitmire Mr. Whitmire is Chief Executive Officer of 1986
the Company, a position he has held since
1988. He is also Group Vice President of
the Gold Kist Poultry Group. He previously
served as Vice President--Operations of the
Gold Kist Poultry Group from 1981 until
1988. He is 58.
J. H. Levergood Mr. Levergood is currently President, 1987
Broadband Communications Group of
Scientific-Atlanta, Inc., in Atlanta,
Georgia, a worldwide supplier of
communications products, defense systems
and test instruments for industrial,
telecommunications, and government
applications. He was previously a
telecommunications consultant in Atlanta,
Georgia and served from 1989 to 1990 as
President of Dowden Communications, a
telecommunications consulting firm in
Atlanta, Georgia. From 1983 to 1989, Mr.
Levergood was President and Chief Operating
Officer of Scientific-Atlanta, Inc. He is a
Director of the Electronic Industry
Association Communication Group and Special
Audiences, Inc. He also serves as a Senior
Member of the Society of Cable Television
Engineers. He is 62.
CLASS III
TERM EXPIRING ANNUAL MEETING 1998
W. W. Gaston Mr. Gaston is Chief Executive Officer-- 1982
Retired of Gold Kist. Previously Mr. Gaston
served as Chief Executive Officer of Gold
Kist from 1984 to 1988, as President of
Gold Kist from 1978 to 1984, as Chairman of
the Gold Kist Management Executive
Committee from 1978 to 1988, and as a
Member of the Gold Kist Management
Executive Committee until his retirement in
1989. Mr. Gaston is Chairman of the Boards
of Directors of Cotton States Mutual
Insurance Company and the Cotton States
Life and Health Insurance Company. Mr.
Gaston is also a member of the Advisory
Council of SunTrust Banks of Georgia, Inc.
He is 70.
J. W. McIntyre Mr. McIntyre served as Chairman of the 1991
Board of The Citizens and Southern National
Bank from 1986 until his retirement in
December 1991. He previously served as
President of The Citizens and Southern
National Bank, as Vice Chairman of the
Board of The Citizens and Southern
Corporation and as Chairman of the Board
and Chief Executive Officer of The Citizens
and Southern Georgia Corporation. Mr.
McIntyre serves as a Trustee of the Global
Health Sciences Fund, Gables Residential
Trust, and Invesco Mutual Funds. He is 66.
D. W. Sands Mr. Sands has been Chief Executive Officer 1982
Emeritus of Gold Kist since October 1991.
Previously, Mr. Sands served as President
and Chief Executive Officer of Gold Kist
from 1988 until his retirement in October
1991. From 1984 through 1988, Mr. Sands
served as President and Chief Operating
Officer of Gold Kist. He is 69.
J. Bekkers Mr. Bekkers has been Chairman of the Board 1995
of Directors of the Company since October
1995. He previously served as Vice
President of the Company, having been
elected to that office in July 1995. He is
also President and Chief Operating Officer
of Gold Kist, having been elected to that
office in October 1995. He previously
served as Executive Vice President of Gold
Kist from October 1994 until his election
as President. Mr. Bekkers served as the
Division Manager of the Gold Kist Northeast
Alabama Poultry Division from May 1988
until October 1994. He is a Director of
Farm Credit Leasing Corporation. He is 51.
</TABLE>
3
<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS; MEETINGS AND COMPENSATION OF DIRECTORS
In accordance with the By-Laws of the Company, the Board of Directors has
created four committees: the Executive Committee, the Audit Committee, the
Compensation Committee and the Long-Term Incentive Plan Committee. The Company
does not have a nominating committee. Certain information regarding the
functions of the Board's committees, their membership and the number of
meetings held during the past fiscal year follows:
Executive Committee. The Executive Committee has general authority, with
certain exceptions, to exercise all of the power and authority of the Board in
the management of the business and affairs of the Company. The members of the
Executive Committee are John Bekkers, G. O. Coan, K. N. Whitmire and J. H.
Levergood. The Executive Committee held no formal meetings during the past
fiscal year.
Audit Committee. The Audit Committee reviews the financial statements of the
Company, recommends to the Board the independent auditors to be employed by
the Company and reviews with the independent auditors the scope and results of
the Company's audits. The members of the Audit Committee are P. J. Gibbons, J.
W. McIntyre and H. R. Holding. The Audit Committee held two meetings during
the past fiscal year.
Compensation Committee. The Compensation Committee is authorized to
consider, make recommendations and report to the Board on matters relating to
compensation to be paid directors and officers of the Company. The members of
the Compensation Committee are, H. O. Chitwood, W. W. Gaston, J. H. Levergood
and K. N. Whitmire. The Compensation Committee held one meeting during the
past fiscal year.
Long Term Incentive Plan Committee. The Long Term Incentive Plan Committee
is authorized to administer the Company's 1988 Long Term Incentive Plan, to
determine the grantees and recipients of stock options, stock appreciation
rights and stock grants, to grant stock options and related stock appreciation
rights and to award restricted and unrestricted stock awards under the Long
Term Incentive Plan. The members of the Long Term Incentive Plan Committee are
J. W. McIntyre, H. R. Holding and D. W. Sands. The Long Term Incentive Plan
Committee held one meeting during the past fiscal year.
Meetings. During the fiscal year ended June 29, 1996, the Board of Directors
held five meetings. All of the directors attended at least 75% of the
aggregate total of meetings of the Board of Directors and meetings of the
committees of the Board on which they served.
Director Compensation. Directors of the Company who are employees of the
Company, Gold Kist or its affiliates do not receive any fee or remuneration
for services as members of the Board of Directors or of any committee on the
Board of Directors. Directors who are not employees of the Company or Gold
Kist or its affiliates ("Outside Directors") receive a fee of $1,000.00 for
each Board meeting or Board committee meeting attended. In addition, the
Company's 1989 Non-Employee Director Stock Award Plan provides an annual award
of 726 shares of Company Common Stock to each Outside Director who throughout
the immediately preceding year was not an employee of the Company, Gold Kist
or any affiliate, and to eligible Directors Emeriti of the Company (directors
who have served as a director for at least 5 years at the time he or she
ceases to be a director, and who, at such time, is not an employee of the
Company, Gold Kist or any of its affiliates).
4
<PAGE>
OWNERSHIP OF SECURITIES
The following table sets forth information as of August 28, 1996, with
respect to the beneficial ownership of each person who is known by the Company
to be the beneficial owner of more than 5% of the outstanding shares of the
Company's Common Stock, each director and nominee, each executive officer and
all of the Company's directors and executive officers as a group:
<TABLE>
<CAPTION>
NAME OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1)(2) PERCENT OF CLASS
---------------- -------------------------- ----------------
<S> <C> <C>
Gold Kist Inc.................. 10,602,407(3) 73%
J. Bekkers..................... 10,978 *
H. O. Chitwood................. 78,595 *
G. O. Coan..................... 46,645 *
W. W. Gaston................... 51,871 *
P. J. Gibbons.................. 12,184 *
H. R. Holding.................. 2,552 *
J. L. Lawing................... 25,417 *
J. H. Levergood................ 5,837 *
D. W. Mabe..................... 9,762 *
J. W. McIntyre................. 8,954 *
S. L. Prince................... 1,869 *
E. C. Ragans................... 26,343 *
N. R. Robinson................. 5,095 *
D. W. Sands.................... 108,941 *
J. L. Stewart.................. 62,838 *
L. C. Thomas................... 5,150 *
K. N. Whitmire................. 56,038 *
Directors and Executive Offi-
cers as a Group (17 persons).. 519,069 3.57%
</TABLE>
- --------
* Less than one percent
(1) Information relating to beneficial ownership of Common Stock by persons
set forth in this table is based upon information furnished by each such
individual using "beneficial ownership" concepts set forth in rules
promulgated by the Securities and Exchange Commission under Section 13(d)
of the Securities Exchange Act of 1934. Persons set forth in this table
possessed sole voting and investment power with respect to all shares set
forth by their names.
(2) Of the total number of shares set forth in this column, there were
included those shares shown below as to which the following persons have a
right to acquire upon the exercise of options which are presently
exercisable or will become exercisable within 60 days after August 28,
1996: (i) Mr. Bekkers--375 shares; Mr. Chitwood--52,396 shares; Mr. Coan--
27,969 shares; Mr. Gaston--12,100 shares; Mr. Gibbons--4,622 shares; Mr.
Lawing--4,622 shares; Mr. Prince--1,869; Mr. Ragans--18,478 shares; Mr.
Robinson--4,793 shares; Mr. Sands--33,275 shares; Mr. Stewart--19,745
shares; Mr. Thomas--4,622 shares; Mr. Whitmire--25,788 shares; and (ii)
all directors and executive officers as a group--210,654 shares.
(3) Gold Kist's shares are owned through its wholly owned subsidiary Agri
International, Inc. Gold Kist exercises sole voting and investment power
with respect to all 10,602,407 shares. Gold Kist's mailing address is as
follows: Gold Kist Inc., P. O. Box 2210, Atlanta, Georgia 30301.
5
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets forth information
concerning the compensation received by the Chief Executive Officer and the
Company's four other most highly compensated executive officers:
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------- -------------------------------
AWARDS PAYOUTS
--------------------- ---------
OTHER SECURITIES LONG-TERM
ANNUAL RESTRICTED UNDERLYING INCENTIVE ALL OTHER
FISCAL COMPENSA- STOCK OPTIONS/ PLAN COMPENSA-
NAME AND YEAR SALARY(1) BONUS(1) TION(2) AWARD(S) SAR'S PAYOUTS TION
PRINCIPAL POSITION ENDED ($) ($) ($) ($) (#) ($) ($)
------------------ ------------- --------- -------- --------- ---------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
K. N. Whitmire.......... June 29, 1996 $ 74,219 $ 93,890 $ 929 0 2,000/0 0 $11,035(3)(4)(5)
Chief Executive Officer July 1, 1995 71,039 31,980 176 0 2,476/0 0 10,606(3)(4)(5)
and Director June 25, 1994 61,759 83,283 -- 0 5,447/0 0 13,079(3)(4)
E. C. Ragans............ June 29, 1996 $111,916 $ 75,000 $ 391 0 1,648/0 0 $ 3,133(5)
President July 1, 1995 108,542 6,600 41 0 1,648/0 0 3,128(5)
June 25, 1994 102,210 27,000 -- 0 3,630/0 0 0
N. R. Robinson.......... June 29, 1996 $107,661 $ 77,000 $1,528 0 1,200/0 0 $ 3,426(5)
Vice President July 1, 1995 102,315 61,000 204 0 824/0 0 3.433(5)
June 25, 1994 96,561 54,500 -- 0 1,812/0 0 0
S. L. Prince............ June 29, 1996 $ 90,273 $ 45,000 $ 39 0 750/0 0 $ 370(5)
Vice President July 1, 1995 69,561 28,300 -- 0 276/0 0 360(5)
June 25, 1994 51,938 27,200 -- 0 552/0 0 0
D. W. Mabe.............. June 29, 1996 $106,896 $ 38,737 $ 792 0 0/0 0 $ 1,127(5)
President, Carolina July 1, 1995 102,323 14,200 176 0 0/0 0 1,106(5)
Golden Products Company June 25, 1994 96,302 45,000 -- 0 0/0 0 0
</TABLE>
- -------
(1) All executive officers of the Company, with the exception of E. C. Ragans,
N. R. Robinson, S. L. Prince and D. W. Mabe also serve as officers or
employees of Gold Kist. A portion of the Gold Kist annual compensation of
these Gold Kist officers or employees, including K. N. Whitmire, was
allocated to the Company. It is this allocated portion that is reflected
in the table for Mr. Whitmire's annual compensation.
(2) Amounts shown include that portion of interest earned on voluntary salary
and bonus deferrals under nonqualified deferred compensation plans above
120% of the applicable federal rate. Other than such amounts, for the
fiscal years ended June 29, 1996, July 1, 1995, and June 25, 1994, no
amounts of "Other Annual Compensation" were paid to each of the above
named executive officers, except for perquisites and other personal
benefits which for each executive officer did not exceed the lesser of
$50,000 or 10% of such individual's salary plus annual bonus.
(3) Gold Kist has contracted to provide Mr. Whitmire, as a key employee of
Gold Kist, with compensation benefits after normal retirement under the
Management Deferred Compensation Plan. These benefits are paid monthly at
an annual amount equal to 25% of the average annual salary for the ten-
year period immediately prior to retirement. These benefits are payable
following retirement to Mr. Whitmire or his designated beneficiary. A
portion of the amounts accrued to fund these benefits is charged to the
Company pursuant to the Administrative Services Agreement between the
Company and Gold Kist. The amounts included in the table accrued by the
Company in the indicated fiscal years for Mr. Whitmire pursuant to the
Management Deferred Compensation Plan were as follows: 1996--$7,139 ;
1995--$7,386; and 1994--$11,535.
(4) The amounts set forth include the following amounts that were contributed
by the Company for the indicated fiscal years on behalf of Mr. Whitmire
pursuant to the Company's participation as a "participating employer" in
the Gold Kist Profit Sharing and Investment Plan, a qualified defined
contribution plan (401(K) plan):--$1,820, $1,170, and $1,594 in fiscal
1996, 1995, and 1994, respectively.
(5) The amounts set forth include the following amounts that represent the
value of the named executive officer's benefit from premiums paid by the
Company pursuant to a split dollar life insurance plan for the named
executive officers. With respect to Mr. Whitmire, the value of Mr.
Whitmire's benefit from the amount allocated and charged to the Company
for the payment of such premiums was $2,076 and $2,050 in fiscal 1996 and
1995, respectively . The Company uses the modified premium method in
determining the portion of each premium dollar attributable to the named
executive officers. The Company will recover the cost of premium payments
from the cash value of the policies.
6
<PAGE>
Option Grants During the Fiscal Year Ended June 29, 1996. The following
table sets forth options to acquire Common Stock of the Company granted to
each of the Company's executive officers named in the Summary Compensation
Table during the fiscal year ended June 29, 1996:
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1)
----------------------------
POTENTIAL REALIZABLE
PERCENT OF VALUE AT ASSUMED
NUMBER OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM*
OPTIONS EMPLOYEES BASE PRICE EXPIRATION ----------------------
NAME GRANTED(#)(2) IN FISCAL YEAR ($/SH) DATE 5%($) 10%($)
- ---- ------------- -------------- ----------- --------------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
K. N. Whitmire.......... 2,000 9.83 $6.00 August 18, 2005 $7,560 $19,080
E. C. Ragans............ 1,648 8.10 6.00 August 18, 2005 6,229 15,722
N. R. Robinson.......... 1,200 5.90 6.00 August 18, 2005 4,536 11,448
S. L. Prince............ 750 3.69 6.00 August 18, 2005 2,835 7,155
D. W. Mabe.............. 0 -- -- -- -- --
</TABLE>
- --------
* The potential realizable value amounts shown illustrate the value that
might be realized upon exercise immediately prior to expiration of their
term assuming 5% and 10% appreciation rates set by the Securities and
Exchange Commission and are not intended to forecast possible future price
appreciation of the Company's Common Stock. The gains reflect a future
value based upon growth at these prescribed rates. The values do not take
into consideration the provisions of the options providing for
nontransferability, vesting over a period of years or termination of the
options upon termination of employment.
(1) These grants were made pursuant to the Company's 1988 Long Term Incentive
Plan (the "Plan") approved by the shareholders in October 1988. The Plan
provides for the grant of stock options and related stock appreciation
rights and the grant of restricted and unrestricted stock awards. During
the past three fiscal years, only options have been granted under the
Plan. Options granted under the Plan may be incentive stock options
intended to satisfy the provisions of the Internal Revenue Code or non-
qualified stock options. The Company may grant options and award
restricted stock and unrestricted stock with respect to a maximum of
756,250 shares of Common Stock, up to 226,875 of which such shares may be
used for restricted stock and unrestricted awards. If a change of control
of the Company occurs, as defined in the Plan, the Committee shall be
authorized in its discretion to declare all options and related stock
appreciation rights exercisable in full immediately.
(2) The options granted are exercisable by the named executive officers for a
period extending from the date of vesting until August 18, 2005, provided
that the grantee's employment with the Company is not terminated under
circumstances other than retirement, disability, or death. The options may
not be transferred, assigned, or pledged and may be exercised during the
lifetime of the grantee only by the grantee. The options vest in equal 25%
increments on the first four anniversary dates of the option agreement.
The terms for all options indicated are identical.
7
<PAGE>
Aggregated Option Exercises and Fiscal Year-End Option Values. The following
table sets forth all stock options exercised during the fiscal year ended June
29, 1996 by each of the executive officers named in the Summary Compensation
Table and the number and value of unexercised options held by such executive
officers at such fiscal year end:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES VALUE OPTIONS AT FY-END (#) OPTIONS AT FY-END ($)(1)
ACQUIRED ON REALIZED ------------------------- -------------------------
NAME EXERCISE (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ------------ -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
K. N. Whitmire.......... 0 0 21,945 7,943 $67,424 $25,714
E. C. Ragans............ 0 0 15,839 5,607 47,859 16,999
N. R. Robinson.......... 0 0 3,380 3,198 12,476 10,429
S. L. Prince............ 0 0 1,309 1,403 5,003 4,713
D. W. Mabe.............. 0 0 0 0 0 0
</TABLE>
- --------
(1) Calculated based on the difference between the option exercise price and
the closing price of the Company's Common Stock as reported on the
National Association of Securities Dealers Automated Quotation National
Market System on June 26, 1996.
Pension Benefits. The table set forth below sets forth the estimated annual
benefits (before offset of Social Security benefits) payable for life upon
retirement at normal age (65 years) under the Gold Kist Inc. Retirement Income
Plan for Salaried Employees to persons in specified years of service and
remuneration classifications. The Company is entitled to participate as an
"Employing Company" in two Gold Kist noncontributory retirement plans, one for
salaried employees and the other for hourly employees, which together cover
substantially all employees who have served at least one year with the
Company, including those employees subject to collective bargaining
agreements. The Gold Kist Inc. Retirement Income Plan for Salaried Employees
provides a retirement benefit for salaried employees after 30 years of
credited service at age 65, which, when combined with the portion of the
employee's primary Social Security benefit attributable to his employer's
contributions, will equal 45% of the employee's average earnings during the
five years in which the employee had the highest average earnings in the last
ten years of employment immediately preceding attainment of age 65, or if
retired before age 65, in the last ten years of employment immediately
preceding early retirement. This plan also provides an early retirement
benefit after age 55, with no reduction in benefit entitlement due to age,
when the sum of the employee's age and years of service equals or exceeds 90.
The benefit entitlement is reduced in either case for each year of credited
service less than 30 years. The Gold Kist Inc. Pension Plan for Hourly
Employees provides for employees who work until age 65 a monthly pension
benefit equal to $9.00 for each year of plan participation, payable at age 65;
early retirement is permitted after age 55 at reduced benefit levels. Both
plans provide a death benefit for the surviving spouse of an active employee
(who had at least five years credited service or was at least 55 years old at
the time of death) which equals 50% of the deceased employee's accrued
retirement income benefit. Accrued benefits under the plans vest after the
employee attains five years of service or at age 55, and the minimum pension
benefit at age 65 is $9.00 per month for each year of credited service.
Amounts contributed for specific individuals under the Retirement Income
Plan for Salaried Employees cannot be readily determined. For the plan year
ended December 31, 1995, the Company made a contribution of $1,412,000 to the
Pension Plan for Hourly Employees. Due to the Internal Revenue Service's Full
Funding Limitation, the Company was not permitted to make a tax deductible
contribution to the Retirement Income Plan for Salaried Employees for the plan
year ended December 31, 1995.
ESTIMATED ANNUAL BENEFITS FOR YEARS OF SERVICE INDICATED
<TABLE>
<CAPTION>
REMUNERATION 10 YEARS 15 YEARS 20 YEARS 25 YEARS 30 YEARS OR MORE
------------ -------- -------- -------- -------- ----------------
<S> <C> <C> <C> <C> <C>
$ 50,000 $ 7,500 $11,250 $15,000 $18,750 $22,500
$100,000 15,000 22,500 30,000 37,500 45,000
$150,000 22,500 33,750 45,000 56,250 67,500
$200,000 30,000 45,000 60,000 75,000 90,000
</TABLE>
8
<PAGE>
For years after 1993, the maximum amount of compensation that can be used
for determining an individual's benefit under a qualified plan is $150,000 per
year.
The amounts set forth in the columns entitled "Salary" and "Bonus" in the
Summary Compensation Table are used to calculate retirement benefits under the
plan. The executive officers named in the Summary Compensation Table have the
following number of years of service credited under the Gold Kist Inc.
Retirement Income Plan for Salaried Employees: Mr. Whitmire--30 credited
years; Mr. Ragans--26 credited years; Mr. Prince--9 credited years; Mr. Mabe--
17 credited years; and Mr. Robinson--13 credited years.
REPORT ON EXECUTIVE COMPENSATION.
The Company's compensation policies are designed to fairly compensate its
executive officers for individual and corporate performance, to attract and
retain top quality management and to foster a long-term commitment to the
Company. Executive officers are to be compensated for performance measured by
a review of a performance criteria and achievement of corporate objectives.
These compensation policies are intended to serve and be consistent with
shareholder interests. These goals are accomplished by basing executive
compensation on incentives for corporate performance and individual
performance and initiative.
The Company's compensation consists of three principal forms: base salary,
annual bonus compensation, and awards of options, stock and stock appreciation
rights granted pursuant to the Company's 1988 Long Term Incentive Plan. The
Company's Compensation Committee establishes the annual salary and bonus of
the executives based upon recommendations of the Company's executive
management and adjusted in light of the Company's annual results of operations
and each executive's contribution to that performance. In establishing annual
salaries and bonuses, measurement of corporate performance is assessed on the
basis of achievement of Company financial and operational objectives and
general industry performance. Individual performance is necessarily related to
the officer's scope of responsibility and accountability within the Company,
achievement of position objectives and job performance. Base salary levels are
established using consultants and surveys that are within the range of
comparable positions at other companies, both geographically and industry-
wide. The base salary ranges are one factor used when determining bonuses and
other incentive awards.
As a matter of policy, the Company has emphasized the use of annual bonuses
and incentive awards under the Long Term Incentive Plan over base salary in
determining executive compensation. To emphasize the priority the Company
places upon annual performance, a significant component of the executive's
compensation is provided by the Company's bonus plan. The performance related
incentive compensation is based on results of operations, and the size of the
bonus pool depends primarily on the corporation's achievement of certain
financial goals. The size of the bonus pool is related to the Company's return
on assets employed ("ROAE") for the fiscal year and depends upon the Company's
achieving a targeted ROAE for the fiscal year. Additionally, the individual
officers' awards are based upon assessment of each officer's annual
performance and such officer's contribution to the results of the Company.
The third primary component of executive compensation consists of awards of
stock options, stock awards, and stock appreciation rights granted pursuant to
the Company's Long Term Incentive Plan. The Plan is administered by the Long
Term Incentive Plan Committee (the "Committee"), a committee of three members
of the Board of Directors. Members of the Committee are not eligible to
participate in the Plan while serving on the Committee. The Committee has full
authority to determine the grantees of stock options, stock appreciation
rights, restricted stock and unrestricted stock, as well as the dates and
amounts thereof and makes such determinations upon recommendations of the
Company's executive management.
Awards under the Long Term Incentive Plan are designed to further incentives
executive compensation and to motivate executives to enhance corporate and
stock performance and shareholder value. The Company believes that such awards
reflect the results and performance of the Company. The requirement for
continued employment with the Company and delayed vesting provisions for
awards made under the Plan provide additional incentives for officers to
remain in service with the Company and commit themselves to the continued
long-term success of the Company and appreciation of shareholder value.
9
<PAGE>
The Company believes that assessing executive compensation with an emphasis
on corporate performance results in an appropriate alignment of compensation
with corporate goals and shareholder interests. As performance targets are
accomplished, resulting in increase value to shareholders, executives are
rewarded. The Compensation Committee and the Long Term Incentive Committee
believe that compensation paid to executives adequately reflect these Company
compensation policies.
During the fiscal year ended June 29, 1996, Mr. Whitmire, the Company's
Chief Executive Officer, served as Group Vice President--Poultry Group of Gold
Kist. His base salary and annual bonus compensation are established by the
Compensation Committee of Gold Kist's Board of Directors. A portion of that
compensation is allocated to the Company and is reflected in the Summary
Compensation Table. The option grants indicated in the Option Grant Table were
awarded on the basis of results for the fiscal year ended July 1, 1995, which
reflected a decline in net earnings and earnings per share from the previous
fiscal year.
This report is submitted by the following members of the Compensation and
Long-Term Incentive Committees:
<TABLE>
<S> <C>
H. O. Chitwood-- Compensation Committee
W. W. Gaston-- Compensation Committee
J. H. Levergood--Compensation Committee
K. N. Whitmire-- Compensation Committee
J. W. McIntyre-- Long Term Incentive Committee
D. W. Sands-- Long Term Incentive Committee
H. R. Holding-- Long Term Incentive Committee
</TABLE>
Compensation Committee Interlocks and Insider Participation. During the
fiscal year ended June 29, 1996, H. O. Chitwood, a member of the Compensation
Committee, served as Chief Executive Officer of Gold Kist, and K. N. Whitmire,
a Director and Chief Executive Officer of the Company, served as Group Vice
President--Poultry Group of Gold Kist. Director W. W. Gaston, a member of the
Company's Compensation Committee, and D. W. Sands, a member of the Company's
Long Term Incentive Committee, previously served as Chairman of the Company's
Board of Directors and as Chief Executive Officer of Gold Kist.
10
<PAGE>
COMPANY PERFORMANCE
The following graph sets forth the yearly percentage change in the
cumulative total shareholder return on the Company's Common Stock during the
preceding five fiscal years ended June 29, 1996, compared with the NASDAQ
Stock Market (U.S.) Index and an index of peer group companies selected by the
Company.
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG GOLDEN POULTRY COMPANY, INC., PEER GROUP INDEX AND
NASDAQ STOCK MARKET-US INDEX
<TABLE>
<CAPTION>
Measurement period Golden Peer Group NASDAQ Stock Market
(Fiscal year Covered) Poultry Index Index
- --------------------- ------- ---------- -------------------
<S> <C> <C> <C>
Measurement PT -
6/29/91 $100 $100 $100
FYE 6/29/92 $ 87 $ 94 $120
FYE 6/29/93 $121 $126 $151
FYE 6/29/94 $ 97 $140 $153
FYE 6/29/95 $ 97 $149 $204
FYE 6/29/96 $155 $157 $261
</TABLE>
The graph assumes an initial investment of $100 at the end of fiscal 1991 and
the reinvestment of all dividends during the periods indicated. Companies in
the peer group (Hudson Foods, Inc., Cagle's Inc., Sanderson Farms, Inc., WLR
Foods, Inc., and Pilgrims Pride Corp.) are all integrated processors and
marketers of poultry products.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Gold Kist is the beneficial owner (through its wholly owned subsidiary Agri
International, Inc.) of 10,602,407 shares or 73% of the outstanding shares of
Common Stock of the Company. Except for Directors Holding, Levergood, Gaston,
McIntyre and Sands, and executive officers E. Carlyle Ragans, Sidney L.
Prince, Norman R. Robinson and Don W. Mabe, all directors and executive
officers of the Company served as executive officers or employees of Gold Kist
during fiscal year ended June 29, 1996.
11
<PAGE>
Effective January 1991, the Company became a 51% general partner in Carolina
Golden Products Company, under a general partnership agreement with
AgriGolden, Inc., a wholly owned subsidiary of Gold Kist. Carolina Golden
Products Company operates a poultry processing complex located in Sumter,
South Carolina for the production of value added and further processed poultry
products.
Gold Kist provides certain administrative, staff and operating functions for
the Company pursuant to management services agreements with the Company and
Carolina Golden Products which are renewable annually. Under the agreements,
Gold Kist provides a broad range of corporate functions and services. The
areas of service include:
(1) accounting, auditing and financial reporting, consultation and
services;
(2) purchasing and distribution;
(3) marketing and advertising;
(4) poultry feed manufacturing and consultation services;
(5) engineering services;
(6) information systems processing and consultation;
(7) research, quality assurance, veterinary and technical services;
(8) corporate protection and risk management services;
(9) real estate and corporate planning services;
(10) human resources management;
(11) communications and government and public relations; and
(12) credit services.
For such services, the Company pays to Gold Kist (a) an annual sum equal to
Gold Kist's budgeted costs in providing these services, plus (b) 5.8% of the
Company's earnings before income taxes assuming a Company return on assets
employed ("ROAE") of more than 10%, or 3.5% of the Company's earnings before
income taxes assuming a positive Company ROAE of less than 10%. The actual
amount under (a) to be paid annually by the Company is adjusted by settlement
at the end of each year based upon Gold Kist's actual cost in providing the
services and includes the allocated portion of the salaries and benefits of
Gold Kist officers and employees who also serve as Company directors and
executive officers. The incentive amounts based on earnings before income
taxes have been provided for in order to fairly compensate Gold Kist for
rendering services and contributing to positive Company results.
For the fiscal year ended June 29, 1996, the payments made by the Company to
Gold Kist totalled $7,713,000 which reflected payments for actual costs of
$6,230,000 and incentive payments of $1,483,000. The budgeted annual cost
amount for fiscal year 1997, exclusive of the incentive amounts based on
earnings before income taxes, is $6.8 million.
Management believes that this arrangement is advantageous for the Company
since Gold Kist provides these services for Gold Kist operating groups and can
produce economies of scale by "sharing" the costs of such services with the
Company. Additionally, the Company derives substantial benefits as a result of
the expertise, experience, management and staff capabilities, and other
resources provided by Gold Kist which would not otherwise be available to the
Company on as economical a basis.
Through Gold Kist, one of the largest poultry processors in the United
States, the Company has direct access to marketing, quality control systems,
veterinary services, processing technology and purchasing capacity. All are
material factors in the success of the Company, particularly purchasing
capacity which is a critical factor in the efficient procurement of feed
ingredients, health products, supplies, transportation and many other
production needs.
Additionally, the Company and Gold Kist are parties to certain other
agreements as follows:
(1) A trademark license agreement with a remaining term of seven years,
under which the Company is granted the non-exclusive right to Gold Kist's
registered trademarks "Gold Kist Farms"(R),
12
<PAGE>
"Young 'n Tender"(R) and "The Chicken Worth Asking For By Name"(R), for a
royalty of $5,000 per year. The Company also has the right to use certain
of Gold Kist's other trademarks, including "Early Bird"(R), for a royalty
of $100 per year under an agreement terminable on 30 days' notice.
(2) A lease agreement whereby the Company leased from Gold Kist
refrigerated storage space in Durham, North Carolina, on a depreciation and
maintenance basis. The amount paid to Gold Kist pursuant to this agreement
for the past fiscal year was $19,200.
(3) A broker agreement whereby Gold Kist serves as broker for certain of
the Company's poultry products, including further processed poultry
products. The amount paid by the Company to Gold Kist pursuant to this
agreement for the past fiscal year was $58,000.
(4) An export services agreement under which Gold Kist provides certain
managing, staffing and support activities required for the export of
Company products into foreign markets and assists the Company with the
transactional activities attendant to such export sales. The Company did
not pay any amounts to Gold Kist pursuant to this agreement for the past
fiscal year.
(5) A commission and representative agreement executed between the
Company and GKX, Inc., a foreign sales corporation which is a majority
owned subsidiary of Gold Kist, under which GKX, Inc. serves as a commission
agent for the Company in connection with the export sale of Company
products into foreign countries. No amounts were paid to GKX, Inc. pursuant
to this agreement for the past fiscal year. The Company owns 100% of the
Class B Common Stock of GKX. Profits earned by GKX applicable to sales of
Company products are paid to the Company in the form of dividends on this
stock.
(6) An agreement between the Company and AgraTrade Financing, Inc., a
wholly owned subsidiary of Gold Kist, under which AgraTrade Financing, Inc.
provides mortgage loans or leases to independent contractor poultry growers
recommended by the Company to finance the growers' construction of poultry
houses. The Company has agreed to bear up to 50% of any credit losses on
these loans and leases. As of July 1, 1996, there was approximately $28.0
million in loans or leases outstanding, and there have been no credit
losses on any of the loans or leases guaranteed under this Agreement, which
has been in effect since October 1988.
(7) A cooperative marketing agreement between Gold Kist and Carolina
Golden Products Company under which Carolina Golden Products supplies a
significant portion of its further processed chicken products to Gold Kist
at values which approximate market and is allocated a pro rata portion of
the earnings or losses, if any, realized in the cooperative marketing of
such products by Gold Kist. The amount of product supplied by Carolina
Golden Products Company to Gold Kist pursuant to this agreement during the
past fiscal year was $127.7 million.
(8) GK Finance Corporation, a wholly owned subsidiary of Gold Kist
provides to Carolina Golden Products Company a revolving credit facility
with advances up to $15.0 million. At July 1, 1996, there were no amounts
outstanding under the revolving credit facility. During the fiscal year
ended June 29, 1996, Carolina Golden Products Company paid GK Finance
Corporation interest on these credit facilities in the amount of $1.1
million.
It is the intention of management that all transactions with affiliated
parties will be on terms no less favorable to the Company than could be
obtained from unaffiliated parties, and all such transactions with affiliates
have been approved by the Company's directors who are not employed by the
Company or Gold Kist.
AUDITORS
KPMG Peat Marwick LLP served as the Company's auditors for the year ended
June 29, 1996, and that firm of independent accountants is serving as auditors
for the Company for the current fiscal year. Representatives of KPMG Peat
Marwick LLP are expected to be present at the Annual Meeting of Shareholders,
will have an opportunity to make a statement if they so desire and will be
available to respond to appropriate questions.
13
<PAGE>
SOLICITATION OF PROXIES
The cost of soliciting proxies will be borne by the Company. Solicitation of
shareholders may be undertaken by mail, telephone or personal contact by
directors, officers and employees of the Company without additional
compensation. The Company will reimburse brokers, fiduciaries and custodians
for their costs in forwarding proxy materials to beneficial owners of Common
Stock held in their names.
OTHER MATTERS
Management does not know of any matters to be brought before the Annual
Meeting of Shareholders other than those referred to above. If any other
matters properly come before the meeting, the persons designated as proxies
will vote on such matters in accordance with their best judgment.
Whether or not you expect to be present at the meeting in person, please
vote, sign, date and return promptly the enclosed proxy in the enclosed
envelope. No postage is necessary if the proxy is mailed in the United States.
The Company's financial statements, management discussion and analysis and
the independent auditors' report are included in 1996 Annual Report to
Shareholders.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented for consideration at the
1997 Annual Meeting of Shareholders of the Company must be received by the
Company at its principal executive offices on or before May 27, 1997 in order
to be included in the Company's proxy statement and form of proxy relating to
the 1997 Annual Meeting of Shareholders.
September 20, 1996
14
<PAGE>
LOGO
GOLDEN POULTRY COMPANY, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 23, 1996
The undersigned appoints G. O. Coan, J. Bekkers and K.N. Whitmire, or any of
them, with individual power of substitution, proxies to vote all shares of
Common Stock of Golden Poultry Company, Inc. (the "Company") which the
undersigned may be entitled to vote at the Annual Meeting of Shareholders to be
held at the corporate offices of the Company, 244 Perimeter Center Parkway,
N.E., Atlanta, Georgia, on October 23, 1996 at 2:00 p.m., Atlanta, Georgia
time, and at any adjournments thereof.
Said proxies will vote on the proposal set forth in the Notice of the Annual
Meeting and Proxy Statement as specified on this card and are authorized to
vote in their discretion as to any other business which may properly come
before the meeting. IF A VOTE IS NOT SPECIFIED REGARDING THE PROPOSAL, SAID
PROXIES WILL BE DEEMED TO HAVE AUTHORITY TO VOTE FOR THE ELECTION OF EACH
NOMINEE FOR DIRECTOR.
I. FOR [_] (except as indicated to the contrary below), AGAINST [_] , or
WITHHOLD [_] AUTHORITY TO VOTE FOR the election of the following three nominees
of Class I directors to serve until the annual meeting of shareholders in 1999.
P. J. Gibbons; H. R. Holding; J. L. Stewart
INSTRUCTION: To vote against any individual nominee, write that nominee's
name on the following line:
---------------------------------------------------------------
INSTRUCTION: To withhold authority to vote for any individual nominee(s),
list name(s) below:
---------------------------------------------------------------
<PAGE>
LOGO
PLEASE MARK, SIGN BELOW, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENVELOPE
FURNISHED.
Please sign exactly as your name or names appear below. When shares are held
by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Date , 1996
------------------------------------------
Signature
------------------------------------------
Signature if held jointly
