Golden Poultry Co Inc – ‘8-K’ for 7/8/96

As of:  Monday, 7/8/96   ·   For:  7/8/96   ·   Accession #:  758292-96-4   ·   File #:  0-14960

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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

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		7/18/96		2
Filed on / For Period End:		7/8/96		1
		7/2/96		2
		10/25/95		2					DEF 14A
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