
<PAGE>
 
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 8, 1997
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                 ---------------------------------------------
                                 SCHEDULE 13E-3

                        RULE 13E-3 TRANSACTION STATEMENT
       (PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
                         GOLDEN POULTRY COMPANY, INC.
                         ----------------------------
                                (Name of Issuer)

                         GOLDEN POULTRY COMPANY, INC.
                                GOLD KIST INC.
                       GOLDEN POULTRY ACQUISITION CORP.
                       --------------------------------
                      (Name of Person(s) Filing Statement)

                     COMMON STOCK, NO PAR VALUE PER SHARE
                     ------------------------------------
                         (Title of Class of Securities)

                                   331151109
                                   ---------
                     (CUSIP Number of Class of Securities)

<TABLE>
<S>                                   <C>                                 <C>
           JACK L. LAWING                       JACK L. LAWING                      JACK L. LAWING
    GOLDEN POULTRY COMPANY, INC.               GOLD KIST, INC.             GOLDEN POULTRY ACQUISITION CORP.
 244 PERIMETER CENTER PARKWAY, N.E.   244 PERIMETER CENTER PARKWAY, N.E.  244 PERIMETER CENTER PARKWAY, N.E.
       ATLANTA, GEORGIA 30346               ATLANTA, GEORGIA 30346              ATLANTA, GEORGIA 30346
           (770) 393-5000                        (770) 393-5000                      (770) 393-5000
</TABLE>

(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND
           COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)


      THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO:

          B. HARVEY HILL, JR., ESQ.            GEORGE L. COHEN, ESQ.           
            SUSAN J. WILSON, ESQ.              THOMAS C. HERMAN, ESQ.          
              ALSTON & BIRD LLP         SUTHERLAND, ASBILL & BRENNAN, L.L.P.   
             ONE ATLANTIC CENTER                999 PEACHTREE STREET           
          1201 WEST PEACHTREE STREET           ATLANTA, GEORGIA 30309          
         ATLANTA, GEORGIA  30309-3424              (404) 853-8000   
                (404) 881-7000                                                  

                                  MAY 8, 1997
-------------------------------------------------------------------------------
   (Date Proxy Statement First Published, Sent or Given to Security Holders)

This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement subject
   to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
   Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.

          Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies.  [X]
                           CALCULATION OF FILING FEE

<TABLE>
<CAPTION>
         TRANSACTION VALUATION*               AMOUNT OF FILING  FEE
------------------------------------------------------------------------------
  <S>                                          <C>
 
              $55,196,420.25                           $11,040
==============================================================================
</TABLE>
<PAGE>
 
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.


<TABLE> 
<S>                                          <C> 
Amount previously paid:  $11,040             Filing party:  Golden Poultry Company, Inc.
Form or Registration no.:  Schedule 14A      Date filed:     May 8, 1997


</TABLE> 

*For purposes of calculation of the filing fee only.  This transaction relates
to the proposed merger (the "Merger") of an indirect wholly owned subsidiary of
Gold Kist Inc. ("Gold Kist") with and into Golden Poultry Company, Inc. (the
"Company").  The "Transaction Valuation" amount referenced above is based upon
the purchase of  3,873,433 shares of Common Stock, no par value per share (the
"Common Stock"), of the Company at $14.25, the cash price per share of Common
Stock to be paid in the Merger.  In accordance with Rule 0-11(c)(1) under the
Securities Exchange Act of 1934, the filing fee is determined by multiplying the
amount calculated pursuant to the preceding sentence by 1/50th of one percent.

          This Rule 13E-3 Transaction Statement (the "Statement") of Golden
Poultry Company, Inc., a Georgia corporation (the "Company"), Gold Kist Inc., a
Georgia corporation ("Gold Kist"), and Golden Poultry Acquisition Corporation, a
Georgia corporation and indirect wholly owned subsidiary of Gold Kist ("Merger
Sub"), relates to an Agreement and Plan of Merger (the "Merger Agreement"),
dated as of April 22, 1997, among the Company, Gold Kist, Merger Sub and Agri
International, Inc., a wholly owned subsidiary of Gold Kist and Merger Sub's
direct corporate parent ("Agri"), pursuant to which, among other things, (a)
Merger Sub will be merged with and into the Company (the "Merger" or the
"Transaction"), with the Company being the surviving corporation (the "Surviving
Corporation"), (b) each outstanding share of Common Stock (except those shares
of Common Stock held by the Company as treasury stock, owned by Gold Kist or its
affiliates or held by persons who perfect their dissenters' rights under Georgia
law) will be converted into the right to receive $14.25 without interest, (c)
each outstanding share of Common Stock held by Gold Kist or its affiliates will
be canceled without consideration and (d) each outstanding share of Merger Sub
common stock will be converted into one share of common stock of the Surviving
Corporation.  The Merger Agreement and the Merger have already been approved by
the board of directors of each of the parties to the Merger Agreement and are
subject to the approval  of the shareholders of the Company at a Special Meeting
of Shareholders to be held on ________, 1997.  This Statement is intended to
satisfy the reporting requirements of Section 13(e) of the Securities Exchange
Act of 1933, as amended (the "Act").  A copy of the Merger Agreement is filed by
the Company as Exhibit A to the Company's Proxy Statement (the "Proxy
Statement") and incorporated by reference in Item 17(c) to this Statement.

          The cross-reference sheet below is being supplied pursuant to General
Instruction F to the Schedule 13E-3 and shows the location in the Proxy
Statement of the information required to be included in response to the items of
this Statement.  The information in the Proxy Statement, including all exhibits
thereto, is hereby expressly incorporated herein by reference and the responses
to each item in this Statement are qualified in their entirety by the
information contained in the Proxy Statement.
<PAGE>
 
                             CROSS REFERENCE SHEET
 
SCHEDULE 13E-3 ITEM:         LOCATION IN THE PROXY STATEMENT:
---------------------------  ---------------------------------------------------

Item 1(a)                    *

Item 1(b)                    "INTRODUCTION" AND "MARKET PRICES FOR THE COMMON
                             STOCK"

Item 1(c)                    "MARKET PRICES FOR THE COMMON STOCK"

Item 1(d)                    "DIVIDENDS"

Item 1(e)                    **

Item 1(f)                    "PURCHASES OF COMMON STOCK BY CERTAIN PERSONS"

Item 2(a)--(d) and (g)       "INTRODUCTION", ""BUSINESS OF THE COMPANY",
                             "CERTAIN INFORMATION CONCERNING GOLD KIST, AGRI
                             AND MERGER SUB" and "DIRECTORS AND EXECUTIVE
                             OFFICERS OF THE COMPANY, GOLD KIST, MERGER SUB AND
                             THE SURVIVING CORPORATION"

Item 2(e)--(f)               *

Item 3(a)(1)                 "SPECIAL FACTORS--Interests of Certain Persons in
                             the Merger; Certain Relationships"

Item 3(a)(2)                 "INTRODUCTION--Proposal to be Considered at the
                             Special Meeting," "SUMMARY--GENERAL--Structure of
                             the Merger," "SUMMARY--THE MERGER AGREEMENT,"
                             "SPECIAL FACTORS--Background of the Merger,"
                             "SPECIAL FACTORS--Purpose and Structure of the
                             Merger," "THE MERGER AGREEMENT" and EXHIBIT
                             A--"MERGER AGREEMENT"

Item 3(b)                    "INTRODUCTION--Proposal to be Considered at the
                             Special Meeting," "INTRODUCTION--Voting Rights;
                             Vote Required for Approval,"
                             "SUMMARY--GENERAL--Purpose of the Special Meeting;
                             Quorum; Vote Required,"
                             "SUMMARY--GENERAL--Structure of the Merger,"
                             "SUMMARY--GENERAL--Interests of Certain Persons in
                             the Merger; Conflicts of Interest," "SPECIAL
                             FACTORS--Background of the Merger," "SPECIAL
                             FACTORS--Purpose and Structure of the Merger,"
                             "SPECIAL FACTORS--Interests of Certain Persons in
                             the Merger; Certain Relationships," "CERTAIN
                             INFORMATION CONCERNING GOLD KIST, AGRI AND MERGER
                             SUB" and "SECURITY OWNERSHIP OF THE COMPANY"

Item 4(a)                    "INTRODUCTION--Proposal to be Considered at the
                             Special Meeting," "SUMMARY--GENERAL--Structure of
                             the Merger," "SUMMARY--THE MERGER AGREEMENT,"
                             "SPECIAL FACTORS--Purpose and Structure of the
                             Merger," "THE MERGER AGREEMENT" AND EXHIBIT
                             A--"MERGER AGREEMENT"


<PAGE>
 
Item 4(b)                    "INTRODUCTION--Proposal to be Considered at the
                             Special Meeting," "SUMMARY--GENERAL--Structure of
                             the Merger," "SUMMARY--GENERAL--Certain Effects of
                             the Merger," "SUMMARY--GENERAL--Interests of
                             Certain Persons in the Merger; Conflicts of
                             Interest," "SPECIAL FACTORS--Background of the
                             Merger," "SPECIAL FACTORS--Purpose and Structure
                             of the Merger," "SPECIAL FACTORS--Certain Effects
                             of the Merger," "SPECIAL FACTORS--Interests of
                             Certain Persons in the Merger; Certain
                             Relationships," "THE MERGER AGREEMENT--General,"
                             "THE MERGER AGREEMENT--Consideration to be
                             Received by Shareholders of the Company," "CERTAIN
                             INFORMATION CONCERNING GOLD KIST, AGRI AND MERGER
                             SUB," "SECURITY OWNERSHIP OF THE COMPANY" and
                             EXHIBIT A--"MERGER AGREEMENT"

Item 5(a)--(g)               "SUMMARY--GENERAL--Plans for the Company After the
                             Merger," "SUMMARY--GENERAL--Certain Effects of the
                             Merger," "SUMMARY--SOURCE OF FUNDS FOR THE
                             MERGER," "SPECIAL FACTORS--Background of the
                             Merger," "SPECIAL FACTORS--Plans for the Company
                             After the Merger," "SPECIAL FACTORS--Certain
                             Effects of the Merger," "THE MERGER AGREEMENT--The
                             Surviving Corporation," "DIRECTORS AND EXECUTIVE
                             OFFICERS OF THE COMPANY, GOLD KIST, MERGER SUB AND
                             THE SURVIVING CORPORATION--Information Concerning
                             Directors and Executive Officers of the Surviving
                             Corporation" and EXHIBIT A--"MERGER AGREEMENT"

Item 6(a)--(c)               "SOURCE OF FUNDS FOR THE MERGER"

Item 6(d)                    **

Item 7(a) and (c)            "SUMMARY--GENERAL--Certain Effects of the Merger,"
                             "SPECIAL FACTORS--Background of the Merger,"
                             "SPECIAL FACTORS--Purpose and Structure of the
                             Merger" and "SPECIAL FACTORS--Certain Effects of
                             the Merger"

Item 7(b)                    "SPECIAL FACTORS--Background of the Merger,"
                             "SPECIAL FACTORS--Report of Financial Advisor of
                             Gold Kist" and "SPECIAL FACTORS--Purpose and
                             Structure of the Merger"

Item 7(d)                    "INTRODUCTION--Proposal to be Considered at the
                             Special Meeting," "SUMMARY--GENERAL--Structure of
                             the Merger," "SUMMARY-GENERAL--Plans for the
                             Company After the Merger,"
                             "SUMMARY--GENERAL--Certain Effects of the Merger,"
                             "SUMMARY--GENERAL--Interests of Certain Persons in
                             the Merger; Conflicts of Interest,"
                             "SUMMARY--GENERAL--Federal Income Tax
                             Consequences," "SPECIAL FACTORS--Background of the
                             Merger," "SPECIAL FACTORS--Purpose and Structure
                             of the Merger," "SPECIAL FACTORS--Plans for the
                             Company After the Merger," "SPECIAL
                             FACTORS--Certain Effects of the Merger," "SPECIAL
                             FACTORS--Interests of Certain Persons in the
                             Merger; Certain Relationships," "SPECIAL
                             FACTORS--Certain Federal Income Tax Consequences
                             of the Merger," "THE MERGER AGREEMENT--General,"
                             "THE MERGER AGREEMENT--The Surviving Corporation,"
                             "THE MERGER AGREEMENT--Consideration to be
                             Received by Shareholders of the Company," "SOURCE
                             OF FUNDS FOR THE MERGER," "SECURITY OWNERSHIP OF
                             THE COMPANY," "DIRECTORS AND OFFICERS OF THE
                             COMPANY, GOLD KIST, MERGER SUB AND THE SURVIVING
                             CORPORATION--Information Concerning Directors and
                             Executive Officers of the Surviving Corporation"
                             and EXHIBIT A--"MERGER AGREEMENT"
<PAGE>
 
Item 8(a)-(b)                "SUMMARY--GENERAL--Determination of Special
                             Committee; Recommendation of the Company's Board
                             of Directors" and "SPECIAL
                             FACTORS--Recommendations of the Special Committee,
                             the Board and Gold Kist"

Item 8(c)                    "INTRODUCTION--Voting Rights; Vote Required for
                             Approval," "SUMMARY--GENERAL--Purpose of the
                             Special Meeting; Quorum; Vote Required,"
                             "SUMMARY--THE MERGER AGREEMENT--Conditions to
                             Consummation of the Merger," "SPECIAL
                             FACTORS--Purpose and Structure of the Merger,"
                             "THE MERGER AGREEMENT--Conditions to Consummation
                             of the Merger" and EXHIBIT A--"MERGER AGREEMENT"

Item 8(d)                    "SUMMARY--GENERAL--Opinion of Financial Advisor to
                             Special Committee," "SPECIAL FACTORS--Background
                             of the Merger," "SPECIAL FACTORS--Opinion of
                             Special Committee's Financial Advisor" and EXHIBIT
                             C--"OPINION OF THE ROBINSON-HUMPHREY COMPANY, INC."

Item 8(e)                    "SUMMARY--GENERAL--Determination of Special
                             Committee; Recommendation of Company's Board of
                             Directors," "SPECIAL FACTORS--Background of the
                             Merger" and "SPECIAL FACTORS--Recommendations of
                             the Special Committee, the Board and Gold Kist"

Item 8(f)                    **

Item 9(a)-(c)                "SUMMARY--GENERAL--Opinion of Financial Advisor to
                             Special Committee," "SUMMARY--GENERAL--Report of
                             Financial Advisor of Gold Kist," "SPECIAL
                             FACTORS--Background of the Merger," "SPECIAL
                             FACTORS--Opinion of Special Committee's Financial
                             Advisor," "SPECIAL FACTORS--Report of Financial
                             Advisor of Gold Kist," EXHIBIT C--"OPINION OF THE
                             ROBINSON-HUMPHREY COMPANY, INC." and EXHIBIT
                             D--"OPINION OF SUNTRUST CAPITAL MARKETS, INC."

Item 10(a)                   "INTRODUCTION--Proposal to be Considered at the
                             Special Meeting," "INTRODUCTION--Voting Rights;
                             Vote Required for Approval,"
                             "SUMMARY--GENERAL--Purpose of the Special Meeting;
                             Quorum; Vote Required,"
                             "SUMMARY--GENERAL--Structure of the Merger,"
                             "SUMMARY--GENERAL--Interests of Certain Persons in
                             the Merger; Conflicts of Interest," "SPECIAL
                             FACTORS--Background of the Merger," "SPECIAL
                             FACTORS--Purpose and Structure of the Merger,"
                             "SPECIAL FACTORS--Interests of Certain Persons in
                             the Merger; Certain Relationships," "CERTAIN
                             INFORMATION CONCERNING GOLD KIST, AGRI AND MERGER
                             SUB" and "SECURITY OWNERSHIP OF THE COMPANY"

Item 10(b)                   "PURCHASES OF COMMON STOCK BY CERTAIN PERSONS"
<PAGE>
 
Item 11                      "INTRODUCTION--Proposal to be Considered at the
                             Special Meeting," "INTRODUCTION--Voting Rights;
                             Vote Required for Approval,"
                             "SUMMARY--GENERAL--Purpose of the Special Meeting;
                             Quorum; Vote Required,"
                             "SUMMARY--GENERAL--Structure of the Merger,"
                             "SUMMARY--GENERAL--Plans for the Company After the
                             Merger," "SUMMARY--GENERAL--Interests of Certain
                             Persons in the Merger; Conflicts of Interest,"
                             "SPECIAL FACTORS--Background of the Merger,"
                             "SPECIAL FACTORS--Purpose and Structure of the
                             Merger," "SPECIAL FACTORS--Plans for the Company
                             After the Merger," "SPECIAL FACTORS--Interests of
                             Certain Persons in the Merger; Certain
                             Relationships," "SPECIAL FACTORS--Certain
                             Litigation," "CERTAIN INFORMATION CONCERNING GOLD
                             KIST, AGRI AND MERGER SUB" and "SECURITY OWNERSHIP
                             OF THE COMPANY"

Item 12(a)                   "INTRODUCTION--Proposal to be Considered at the
                             Special Meeting," "INTRODUCTION--Voting Rights;
                             Vote Required for Approval,"
                             "SUMMARY--GENERAL--Purpose of the Special Meeting;
                             Quorum; Vote Required,"
                             "SUMMARY--GENERAL--Structure of the Merger,"
                             "SUMMARY--GENERAL--Interests of Certain Persons in
                             the Merger; Conflicts of Interest," "SPECIAL
                             FACTORS--Background of the Merger," "SPECIAL
                             FACTORS--Purpose and Structure of the Merger,"
                             "SPECIAL FACTORS--Interests of Certain Persons in
                             the Merger; Certain Relationships," "THE MERGER
                             AGREEMENT--Consideration to be Received by
                             Shareholders of the Company," "CERTAIN INFORMATION
                             CONCERNING GOLD KIST, AGRI AND MERGER SUB,"
                             "SECURITY OWNERSHIP OF THE COMPANY" and EXHIBIT
                             A--"MERGER AGREEMENT"

Item 12(b)                   "SUMMARY--GENERAL--Determination of Special
                             Committee; Recommendation of Company's Board of
                             Directors," "SPECIAL FACTORS--Recommendations of
                             the Special Committee, the Board and Gold Kist"
                             and "SECURITY OWNERSHIP OF THE COMPANY"

Item 13(a)                   "INTRODUCTION--Voting Rights; Vote Required for
                             Approval," "SUMMARY--THE MERGER
                             AGREEMENT--Dissenters' Rights," "SPECIAL
                             FACTORS--Purpose and Structure of the Merger,"
                             "DISSENTERS' RIGHTS" and EXHIBIT B--"ARTICLE 13 OF
                             THE GEORGIA BUSINESS CORPORATION CODE"

Item 13(b)-(c)               **

Item 14(a)                   "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE,"
                             "SELECTED HISTORICAL FINANCIAL INFORMATION OF THE
                             COMPANY," "INDEPENDENT AUDITORS" and "INDEX TO
                             FINANCIAL STATEMENTS"

Item 14(b)                   **

Item 15(a)                   "SUMMARY--GENERAL--Plans for the Company After the
                             Merger" and "SPECIAL FACTORS--Plans for the
                             Company After the Merger"

Item 16                      "INTRODUCTION--Proxies"

Item 17                      *
 
------------------
*  Information is contained in this Statement
**  Not applicable

<PAGE>
 
ITEM 1.  ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.

          (a) The issuer of the class of equity securities which is the subject
of the Rule 13e-3 transaction is the Company.  The address of the Company's
principal executive offices is 244 Perimeter Center Parkway, N.E., Atlanta,
Georgia  30346.

          (b) The information set forth in "INTRODUCTION" and "MARKET PRICES FOR
THE COMMON STOCK" in the Proxy Statement is incorporated herein by reference.

          (c) The information set forth in "MARKET PRICES FOR THE COMMON STOCK"
in the Proxy Statement is incorporated herein by reference.

          (d) The information set forth in "DIVIDENDS" in the Proxy Statement
is incorporated herein by reference.

          (e)  Not applicable.

          (f) The information set forth in "PURCHASE OF COMMON STOCK BY CERTAIN
PERSONS" in the Proxy Statement is incorporated herein by reference.


ITEM 2.  IDENTITY AND BACKGROUND.

(a)-(d) and (g) This statement is being filed by the Company, the issuer of the
class of equity securities which is the subject of the Rule 13e-3 transaction,
by Gold Kist and by Merger Sub. The information set forth in "INTRODUCTION,"
"BUSINESS OF THE COMPANY," "CERTAIN INFORMATION CONCERNING GOLD KIST, AGRI AND
MERGER SUB" and "DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY, GOLD KIST,
MERGER SUB AND THE SURVIVING CORPORATION" in the Proxy Statement is incorporated
herein by reference.

          (e)-(f) None of the Company, Gold Kist, Agri and Merger Sub or, to the
best of their knowledge, any of the persons listed under "DIRECTORS AND
EXECUTIVE OFFICERS OF THE COMPANY, GOLDKIST, MERGER SUB AND THE SURVIVING
CORPORATION" in the Proxy Statement, has during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining further
violations of, or prohibiting activities subject to, federal or state securities
laws or finding any violation of such laws.


ITEM 3.  PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.

          (a)(1) The information set forth in "SPECIAL FACTORS--Interests of
Certain Persons in the Merger; Certain Relationships" of the Proxy Statement is
incorporated herein by reference.

          (a)(2) The information set forth in "INTRODUCTION--Proposal to be
Considered at the Special Meeting," "SUMMARY--GENERAL--Structure of the Merger,"
"SUMMARY--THE MERGER AGREEMENT," "SPECIAL FACTORS--Background of the Merger,"
"SPECIAL FACTORS--Purpose and Structure of the Merger," "THE MERGER AGREEMENT"
and EXHIBIT A--"MERGER AGREEMENT" of the Proxy Statement is incorporated herein
by reference.

          (b) The information set forth in "INTRODUCTION--Proposal to be
Considered at the Special Meeting," "INTRODUCTION--Voting Rights; Vote Required
for Approval," "SUMMARY--GENERAL--Purpose of the Special Meeting; Quorum; Vote
Required," "SUMMARY--GENERAL--Structure of the Merger," "SUMMARY--GENERAL--
Interests of Certain Persons in the Merger; Conflicts of Interest," "SPECIAL
<PAGE>
 
FACTORS--Background of the Merger, "SPECIAL FACTORS--Purpose and Structure of
the Merger," "SPECIAL FACTORS--Interests of Certain Persons in the Merger;
Certain Relationships," "CERTAIN INFORMATION CONCERNING GOLD KIST, AGRI AND
MERGER SUB," and "SECURITY OWNERSHIP OF THE COMPANY" of the Proxy Statement is
incorporated herein by reference.

ITEM 4.  TERMS OF THE TRANSACTION.

          (a) The information set forth in "INTRODUCTION--Proposal to be
Considered at the Special Meeting," "SUMMARY--GENERAL--Structure of the Merger,"
"SUMMARY--THE MERGER AGREEMENT," "SPECIAL FACTORS--Purpose and Structure of the
Merger," "THE MERGER AGREEMENT" and EXHIBIT A--"MERGER AGREEMENT" of the Proxy
Statement is incorporated herein by reference.

          (b) The information set forth in "INTRODUCTION--Proposal to be
Considered at the Special Meeting," "SUMMARY--GENERAL--Structure of the Merger,"
"SUMMARY--GENERAL--Certain Effects of the Merger," "SUMMARY--GENERAL--Interests
of Certain Persons in the Merger; Conflicts of Interest", "SPECIAL FACTORS--
Background of the Merger," "SPECIAL FACTORS--Purpose and Structure of the
Merger," "SPECIAL FACTORS--Certain Effects of the Merger," "SPECIAL FACTORS--
Interests of Certain Persons in the Merger; Certain Relationships," "THE MERGER
AGREEMENT--General," "THE MERGER AGREEMENT--Consideration to be Received by
Shareholders of the Company," "CERTAIN INFORMATION CONCERNING GOLD KIST, AGRI
AND MERGER SUB," "SECURITY OWNERSHIP OF THE COMPANY" and EXHIBIT A--"MERGER
AGREEMENT" of the Proxy Statement is incorporated herein by reference.


ITEM 5.  PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.

          (a)-(g) The information set forth in "SUMMARY--GENERAL--Certain
Effects of the Merger," "SUMMARY--GENERAL--Plans for the Company After the
Merger," "SUMMARY--THE MERGER AGREEMENT--Source Of Funds," "SPECIAL FACTORS--
Background of the Merger," "SPECIAL FACTORS--Plans for the Company After the
Merger," "SPECIAL FACTORS--Certain Effects of the Merger," "THE MERGER
AGREEMENT--The Surviving Corporation," "DIRECTORS AND EXECUTIVE OFFICERS OF THE
COMPANY, GOLD KIST, MERGER SUB AND THE SURVIVING CORPORATION--Information
Concerning Directors and Executive Officers of the Surviving Corporation" and
EXHIBIT A--"MERGER AGREEMENT" of the Proxy Statement is incorporated herein by
reference.

ITEM 6.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

          (a)-(c) The information set forth in "THE MERGER AGREEMENT--Expenses"
and "SOURCE OF FUNDS OF THE MERGER" of the Proxy Statement is incorporated
herein by reference.

          (d)  Not applicable.


ITEM 7.  PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.

(a) and (c) The information set forth in "SUMMARY--GENERAL--Certain Effects of
the Merger," "SPECIAL FACTORS--Background of the Merger," "SPECIAL FACTORS--
Purpose and Structure of the Merger" and "SPECIAL FACTORS--Certain Effects of
the Merger" of the Proxy Statement is incorporated herein by reference.

          (b) The information set forth in "SPECIAL FACTORS--Background of the
Merger," "SPECIAL FACTORS--Report of Financial Advisor of Gold Kist" and
"SPECIAL FACTORS--Purpose and Structure of the Merger" of the Proxy Statement is
incorporated herein by reference.
<PAGE>
 
          (d) The information set forth in "INTRODUCTION--Proposal to be
Considered at the Special Meeting," "SUMMARY--GENERAL--Structure of the Merger,"
"SUMMARY--GENERAL--Plans for the Company After the Merger," "SUMMARY--GENERAL--
Certain Effects of the Merger," "SUMMARY--GENERAL--Interests of Certain Persons
in the Merger; Conflicts of Interest," "SUMMARY--GENERAL--Federal Income Tax
Consequences," "SPECIAL FACTORS--Background of the Merger," "SPECIAL FACTORS--
Purpose and Structure of the Merger," "SPECIAL FACTORS--Plans for the Company
After the Merger," "SPECIAL FACTORS--Certain Effects of the Merger," "SPECIAL
FACTORS--Interests of Certain Persons in the Merger; Certain Relationships,"
"SPECIAL FACTORS--Certain Federal Income Tax Consequences of the Merger," "THE
MERGER AGREEMENT--General," "THE MERGER AGREEMENT--The Surviving Corporation,"
"THE MERGER AGREEMENT--Consideration to be Received by Shareholders of the
Company," "SOURCE OF FUNDS FOR THE MERGER," "SECURITY OWNERSHIP OF THE COMPANY,"
"DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY, GOLD KIST, MERGER SUB AND THE
SURVIVING CORPORATION--Information Concerning Directors and Executive Officers
of the Surviving Corporation" and EXHIBIT A--"MERGER AGREEMENT" of the Proxy
Statement is incorporated herein by reference.


ITEM 8.  FAIRNESS OF THE TRANSACTION.

          (a)--(b) The information set forth in "SUMMARY--GENERAL--Determination
of Special Committee; Recommendation of the Company's Board of Directors" and
"SPECIAL FACTORS--Recommendations of the Special Committee, the Board and Gold
Kist," of the Proxy Statement is incorporated herein by reference.

          (c) The information set forth in "INTRODUCTION--Voting Rights; Vote
Required for Approval," "SUMMARY--GENERAL--Purpose of the Special Meeting;
Quorum; Vote Required," "SUMMARY--THE MERGER AGREEMENT--Conditions to
Consummation of the Merger," "SPECIAL FACTORS--Purpose and Structure of the
Merger," "THE MERGER AGREEMENT--Conditions to Consummation of the Merger" and
EXHIBIT A--"MERGER AGREEMENT" of the Proxy Statement is incorporated herein by
reference.

          (d) The information set forth in "SUMMARY--GENERAL--Opinion of
Financial Advisor to Special Committee," "SPECIAL FACTORS--Background of the
Merger," "SPECIAL FACTORS--Opinion of Special Committee's Financial Advisor" and
EXHIBIT C--"OPINION OF THE ROBINSON-HUMPHREY COMPANY, INC." of the Proxy
Statement is incorporated herein by reference.

          (e) The information set forth in "SUMMARY--GENERAL--Determination of
Special Committee; Recommendation of Company's Board of Directors," "SPECIAL
FACTORS--Background of the Merger" and "SPECIAL FACTORS--Recommendations of the
Special Committee, the Board and Gold Kist" of the Proxy Statement is
incorporated herein by reference.

          (f) Not applicable.


ITEM 9.  REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.

          (a)--(c) The information set forth in "SUMMARY--GENERAL--Opinion of
Financial Advisor to Special Committee," "SUMMARY--GENERAL--Report of Financial
Advisor of Gold Kist," "SPECIAL FACTORS--Background of the Merger," "SPECIAL
FACTORS--Opinion of Special Committee's Financial Advisor," "SPECIAL FACTORS--
Report of Financial Advisor of Gold Kist," EXHIBIT C--"OPINION OF THE ROBINSON-
HUMPHREY COMPANY, INC." and EXHIBIT D--"OPINION OF SUNTRUST CAPITAL MARKETS,
INC." of the Proxy Statement is incorporated herein by reference.
<PAGE>
 
ITEM 10.  INTEREST IN SECURITIES OF THE ISSUER.

          (a) The information set forth in "INTRODUCTION--Proposal to be
Considered at the Special Meeting," "INTRODUCTION--Voting Rights; Vote Required
for Approval," "SUMMARY--GENERAL--Purpose of the Special Meeting; Quorum; Vote
Required," "SUMMARY--GENERAL--Structure of the Merger," "SUMMARY--GENERAL--
Interests of Certain Persons in the Merger; Conflicts of Interest," "SPECIAL
FACTORS--Background of the Merger," "SPECIAL FACTORS--Purpose and Structure of
the Merger," "SPECIAL FACTORS--Interests of Certain Persons in the Merger;
Certain Relationships," "CERTAIN INFORMATION CONCERNING GOLD KIST, AGRI AND
MERGER SUB" and "SECURITY OWNERSHIP OF THE COMPANY" of the Proxy Statement is
incorporated herein by reference.

          (b) The information set forth in "PURCHASES OF COMMON STOCK BY CERTAIN
PERSONS" of the Proxy Statement is incorporated herein by reference.

ITEM 11.  CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
          SECURITIES.

          The information set forth in "INTRODUCTION--Proposal to be Considered
at the Special Meeting," "INTRODUCTION--Voting Rights; Vote Required for
Approval," "SUMMARY--GENERAL--Purpose of the Special Meeting; Quorum; Vote
Required," "SUMMARY--GENERAL--Structure of the Merger," "SUMMARY--GENERAL--Plans
for the Company After the Merger," "SUMMARY--GENERAL--Interests of Certain
Persons in the Merger; Conflicts of Interest," "SPECIAL FACTORS--Background of
the Merger," "SPECIAL FACTORS--Purpose and Structure of the Merger," "SPECIAL
FACTORS--Plans for the Company After the Merger," "SPECIAL FACTORS--Interests of
Certain Persons in the Merger; Certain Relationships," "SPECIAL FACTORS--Certain
Litigation," "CERTAIN INFORMATION CONCERNING GOLD KIST, AGRI AND MERGER SUB" and
"SECURITY OWNERSHIP OF THE COMPANY" of the Proxy Statement is incorporated
herein by reference.


ITEM 12.  PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
          THE TRANSACTION.

          (a) The information set forth in "INTRODUCTION--Proposal to be
Considered at the Special Meeting," "INTRODUCTION--Voting Rights; Vote Required
for Approval," "SUMMARY--GENERAL--Purpose of the Special Meeting; Quorum; Vote
Required," "SUMMARY--GENERAL--Structure of the Merger," "SUMMARY--GENERAL--
Interests of Certain Persons in the Merger; Conflicts of Interest," "SPECIAL
FACTORS--Background of the Merger," "SPECIAL FACTORS--Purpose and Structure of
the Merger," "SPECIAL FACTORS--Interests of Certain Persons in the Merger;
Certain Relationships," "THE MERGER AGREEMENT--Consideration to be Received by
Shareholders of the Company," "CERTAIN INFORMATION CONCERNING GOLD KIST, AGRI
AND MERGER SUB," "SECURITY OWNERSHIP OF THE COMPANY" and EXHIBIT A--"MERGER
AGREEMENT" of the Proxy Statement is incorporated herein by reference.

          (b) The information set forth in "SUMMARY--GENERAL--Determination of
Special Committee; Recommendation of Company's Board of Directors," "SPECIAL
FACTORS--Recommendations of the Special Committee, the Board and Gold Kist," and
"SECURITY OWNERSHIP OF THE COMPANY" of the Proxy Statement is incorporated
herein by reference.


ITEM 13.  OTHER PROVISIONS OF THE TRANSACTION.

          (a) The information set forth in "INTRODUCTION--Voting Rights; Vote
Required for Approval," "SUMMARY--THE MERGER AGREEMENT--Dissenters' Rights,"
"SPECIAL FACTORS--Purpose and Structure of the Merger," "DISSENTERS' RIGHTS" and
EXHIBIT B--"ARTICLE 13 OF THE GEORGIA BUSINESS CORPORATION CODE" of the Proxy
Statement is incorporated herein by reference.

          (b)--(c)  Not applicable.
<PAGE>
 
ITEM 14.  FINANCIAL INFORMATION.

          (a) The information set forth in "INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE," "SELECTED HISTORICAL FINANCIAL INFORMATION OF THE COMPANY,"
"INDEPENDENT AUDITORS" AND "INDEX TO FINANCIAL STATEMENTS" of the Proxy
Statement is incorporated herein by reference.

          (b)  Not applicable.


ITEM 15.  PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.

          (a) The information set forth in "SUMMARY--GENERAL--Plans for the
Company After the Merger" and "SPECIAL FACTORS--Plans for the Company After the
Merger" of the Proxy Statement is incorporated herein by reference.

          (b) The information set forth in "INTRODUCTION--Proxies" of the Proxy
Statement is incorporated herein by reference.


ITEM 16.  ADDITIONAL INFORMATION.

            The information set forth in the Proxy Statement is incorporated
herein by reference in its entirety.

ITEM 17.  MATERIAL TO BE FILED AS EXHIBITS.

            (b)(1)  Opinion of The Robinson-Humphrey Company, Inc. (attached as
                    Exhibit C to the Proxy Statement).

            (b)(2)  The Robinson-Humphrey Company, Inc. Presentation to the
                    Board of Directors of the Company, dated April 22, 1997.

            (b)(3)  Opinion of SunTrust Capital Markets, Inc. (attached as
                    Exhibit D to the Proxy Statement).

            (b)(4)  SunTrust Capital Markets, Inc. Presentation to the Board of
                    Directors of Gold Kist, dated April 25, 1997.

            (c)     Agreement and Plan of Merger dated as of April 22, 1997
                    among the Company, Gold Kist, Agri and Merger Sub (attached
                    as Exhibit A to the Proxy Statement).

            (d)(1)  Preliminary Proxy Statement dated May  8, 1997.

            (d)(2)  Notice of Special Meeting of Shareholders (included in Proxy
                    Statement).

            (d)(3)  Proxy Card.

            (d)(4)  Press Release issued jointly by Gold Kist and the Company on
                    January 23, 1997.
<PAGE>
 
            (d)(5) Press Release issued jointly by Gold Kist and the Company on
                   April 11, 1997.

            (d)(6) Chief Executive Officer's Letter to Shareholders (included
                   in Proxy Statement).

            (e)    Text of Article 13 of the Georgia Business Corporation Code
                   (attached as Exhibit B to the Proxy Statement).

            (f)    Not Applicable.
<PAGE>
 
                                   SIGNATURE


          After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.

                                    GOLDEN POULTRY COMPANY, INC.


                                    By:  /s/ Jack L. Lawing
                                       --------------------------------
                                       Name:   Jack L. Lawing
                                       Title:  Secretary

May 8, 1997
<PAGE>
 
                                   SIGNATURE


          After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.

                                    GOLD KIST INC.


                                    By:  /s/ Jack L. Lawing
                                       ----------------------------
                                       Name:  Jack L.Lawing
                                       Title: Secretary

May 8, 1997
<PAGE>
 
                                   SIGNATURE


          After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.

                                    GOLDEN POULTRY ACQUISITION CORP.



                                    By:  /s/ Jack L. Lawing
                                       -------------------------------
                                       Name:  Jack L. Lawing
                                       Title: Secretary

May 8, 1997
<PAGE>
 
                               INDEX TO EXHIBITS


EXHIBIT
NUMBER    DESCRIPTION
------    -----------

(b)(1)    Opinion of The Robinson-Humphrey Company, Inc. (attached as Exhibit C
          to the Proxy Statement).

(b)(2)    The Robinson-Humphrey Company, Inc. Presentation to the Board of
          Directors of the Company, dated April 22, 1997.

(b)(3)    Opinion of SunTrust Capital Markets, Inc. (attached as
          Exhibit D to the Proxy Statement).

(b)(4)    SunTrust Capital Markets, Inc. Presentation to the Board of Directors
          of Gold Kist, dated April 25, 1997.

(c)(1)    Agreement and Plan of Merger dated as of April 22, 1997 among the
          Company, Gold Kist, Agri and Merger Sub (attached as  Exhibit A to the
          Proxy Statement).

(d)(1)    Preliminary Proxy Statement dated May 8, 1997.

(d)(2)    Notice of Special Meeting of Shareholders (included in Proxy
          Statement).

(d)(3)    Proxy Card.

(d)(4)    Press Release issued jointly by Gold Kist and the Company on January
          23, 1997.

(d)(5)    Press Release issued jointly by Gold Kist and the Company on April 11,
          1997.

(d)(6)    Chief Executive Officer's letter to Shareholders (included in Proxy
          Statement).

(e)       Text of Article 13 of the Georgia Business Corporation Code (attached
          as Exhibit B to the Proxy Statement).
