Gold Kist Inc – ‘SC 13D/A’ on 4/25/97 re: Golden Poultry Co Inc

As of:  Friday, 4/25/97   ·   Accession #:  215994-97-4   ·   File #:  5-47967

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13D Amendment 1                               6±    21K 
 2: EX-3        Exhibit 3 - Schedule 13D                              26±    99K 

SC 13D/A   —   Schedule 13D Amendment 1
Document Table of Contents

UNITED STATES                   
SECURITIES AND EXCHANGE COMMISSION                  
Washington, D.C. 20549                  

SCHEDULE 13D                  

Under the Securities Exchange Act of 1934                 
(Amendment No. 1)*                        

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)                 
April 22, 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 3.  Source and Amount of Funds or Other Consideration                      

The second paragraph of Item 3 is deleted and replaced with               
the following paragraph:                                                        

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  have        
been  completed and an Agreement and Plan of  Merger        
was   executed  on  April  22,  1997  (the   "Merger        
Agreement")  among  Gold  Kist,  the  Company,  Agri        
International,  Inc. and Golden Poultry  Acquisition        
Corp.,  as  further  described  in  Item  4   It  is        
currently anticipated that all funds needed by  Gold        
Kist  to acquire the shares of Common Stock pursuant        
to  the Merger Agreement will be obtained from  Gold        
Kist's  working capital and advances under  existing        
Gold Kist credit facilities.                                

Item 4.  Purpose of Transaction                                                 

Item  4  is deleted in its entirety and replaced  with  the               
following:                                                                      

Gold  Kist  purchased the shares of  Common  Stock      
from  the  directors and officers named  in  Item  3        
above,  and  has  entered into the Merger  Agreement        
pursuant  to  which  Gold Kist (subject  to  certain        
conditions  precedent)  will 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 January 1997 purchases        
from  directors  and officers were  ordered  by  the        
Court in the Windham Case.  The pending 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   upon        
consummation  of the purchase by Gold  Kist,  Golden        
Poultry  will  no longer have any shares  of  Common        
Stock trading in the public securities markets.             

Pursuant  to the Merger Agreement, Gold  Kist  has      
agreed  to  pay  $14.25 per share in cash  for  each        
outstanding  share  of  Common  Stock  not   already        
beneficially  owned by Gold Kist.   The  transaction        
will   be  effected  by  a  merger  (the  "Merger"),        
pursuant to which Golden Poultry Acquisition  Corp.,        
a  wholly  owned  subsidiary of Agri  International,        
Inc.  that  has  been formed specifically  for  this        
purpose,  will be merged into the Company, with  the        
Company   as   the   surviving  corporation.    Upon        
consummation  of  the Merger, each share  of  Common        
Stock   outstanding  immediately   prior   to   such        
consummation (other than shares beneficially held by        
Gold  Kist or held by the Company in treasury) shall        
be  converted  into the right to receive  $14.25  in        
cash, without interest; provided, however, that each        
holder  of such shares shall have dissenters' rights        
in   accordance  with  applicable  state  law.   All        
treasury  shares and all shares held  by  Gold  Kist        
shall  be  canceled  with  no  payment  being   made        
therefor.   Each  share of common  stock  of  Golden        
Poultry  Acquisition  Corp. outstanding  immediately        
prior  to  the consummation of the Merger  shall  be        
converted into and become one share of common  stock        
of  the  surviving corporation with the same rights,        
powers and privileges as the shares so converted and        
shall  constitute  the  only outstanding  shares  of        
capital stock of the surviving corporation.                 

The  Company has agreed to prepare, file with  the      
SEC  and  send  to all shareholders of  the  Company        
other  than Gold Kist (the "Public Shareholders")  a        
proxy  statement, requesting that each  such  Public        
Shareholder  vote  in favor of the Merger  Agreement        
and  the  transactions contemplated thereby.   Under        
applicable  state  law  and  the  Merger  Agreement,        
approval  of  the  Merger  Agreement  requires   two        
affirmative shareholder votes: (i) a majority of the        
shares  outstanding, which is assured  because  Gold        
Kist  has  agreed to cause its 75% of the shares  to        
vote  affirmatively;  and (ii)  a  majority  of  the        
shares held by the Public Shareholders.  In addition        
to  such  vote  requirements, the  Merger  Agreement        
requires that certain other customary conditions  be        
satisfied  prior  to  consummation  of  the  Merger,        
including,  without limitation, that the  investment        
advisers  engaged  by  each of  Gold  Kist  and  the        
Company  shall  have delivered, have reaffirmed  and        
not  have  withdrawn the fairness opinions delivered        
by  such advisers in connection with the Merger.  If        
the Merger has not been consummated by September 30,        
1997,  either Gold Kist or the Company may terminate        
the Merger Agreement.                                       

The foregoing response to this Item 4 is qualified      
in   its   entirety  by  reference  to  the   Merger        
Agreement,  the full text of which is set  forth  in        
Exhibit 3 hereto.                                           

Item   6.    Contracts,   Arrangements,   Understandings    or                  
Relationships with Respect to Securities of the Issuer                          

Item  6  is deleted in its entirety and replaced  with  the               
following:                                                                      

Other than the Merger Agreement described in  Item      
4,   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, if  the        
transactions  contemplated by the  Merger  Agreement        
are   consummated,  Gold  Kist  will   acquire   the        
remaining  Common Stock and the Company will  become        
an indirect wholly owned subsidiary of Gold Kist.           

Item 7.  Material to Be Filed as Exhibits                                       

The  following  Exhibit is filed as part of this  Amendment               
No. 1 to Schedule 13D:                                                

Exhibit 3 Agreement  and Plan of Merger dated  April  22,             
1997  among Gold Kist Inc., Agri International,   
Inc.,  Golden  Poultry Acquisition  Corp.,  and   
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:  April 25, 1997                                                          

    GOLD KIST INC.

        /s/ Jack L. Lawing
    Jack L. Lawing
           General Counsel, Vice
           President & Secretary

EXHIBIT INDEX                 
TO AMENDMENT NO. 1 TO SCHEDULE 13D                  

Sequential                                                                      
Exhibit                                      Page No.                           

3   Agreement and Plan of Merger dated                                          
April 22, 1997 among Gold Kist Inc.,                                    
Agri International, Inc., Golden Poultry                                
Acquisition Corp., and Golden  Poultry                                  
Company, Inc.                                 __                        

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D/A’ Filing		Date		Other Filings
		9/30/97		None on these Dates
Filed on:		4/25/97
		4/22/97
		1/13/97
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