Gold Kist Inc. Announces a Proposed Conversion to a For-Profit Corporation
Atlanta, Ga., June 1, 2004 -- The Gold Kist Board of Directors today announced
that it has approved a proposed transaction in which Gold Kist would convert
from a cooperative association to a for-profit corporation. The conversion will
be effected by the merger of Gold Kist into a newly formed corporation called
Gold Kist Holdings Inc. The completion of the conversion requires the approval
of Gold Kist members and is also conditioned upon the completion of an initial
public offering of common stock by Gold Kist Holdings. In the initial public
offering, we expect to offer 18 million shares of the common stock of Gold Kist
Holdings. We expect to use the proceeds from this offering to provide cash to
Gold Kist members in connection with the conversion, repay certain indebtedness,
including $70 million in aggregate principle amount of Gold Kist senior notes
due 2014, and for general corporate purposes.
The proposed conversion will be submitted to members of Gold Kist for their
consideration, and Gold Kist Holdings Inc. will file with the Securities and
Exchange Commission a registration statement on Form S-4 relating to the conversion.
Members of Gold Kist are urged to read the registration statement and the accompanying
documents when they become available. These documents contain important information
about the conversion and will be available for free on the SEC web site at www.sec.gov.
A registration statement on Form S-1 relating to the initial public offering
of common stock by Gold Kist Holdings will be filed with the Securities and
Exchange Commission. These securities may not be sold nor may offers to buy
be accepted prior to the time the registration statement becomes effective.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of these securities in any state
in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such state.