Filed by: Gold Kist Holdings Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Commission File No. 333-116066
Subject Company: Gold Kist Inc.
Commission File No.: 002-62681
Date: August 18, 2004
A copy of a slide presentation to be used in meetings with certain members of Gold Kist Inc. is being filed as Appendix A to this filing. Appendix A is incorporated herein by reference.
The proposed conversion will be submitted to members of Gold Kist for their consideration, and Gold Kist Holdings Inc. has filed 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. These documents contain important information about the conversion and are available for free on the SEC web site at www.sec.gov.
The material in this filing contains “forward-looking statements” as defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act, including those statements regarding the proposed conversion, initial public offering and use of proceeds there from and the benefits of the conversion, including our ability to grow, access other financial resources, strengthen our financial position and build stockholder value. You should read these statements carefully because they discuss future expectations, contain projections or our results of operations or financial condition and/or state other forward-looking information. These statements may also involve risks and uncertainties that could cause our actual results of operations or financial condition to materially differ from our expectations in this filing. For example, although approved by our Board of Directors, the conversion is required to be approved by the members of Gold Kist and is subject to the satisfaction of other conditions, including the completion of the initial public offering by Gold Kist Holdings Inc. Other risks to our completion of the conversion include market conditions for corporate equity securities generally, for the securities of poultry and other protein and agribusiness companies and for the common stock being offered by Gold Kist Holdings, in particular. In addition, in its sole discretion, the Board of Directors may amend the amended and restated plan of conversion or terminate or withdraw the plan of conversion or the initial public offering at any time. There can be no assurances that the conversion and the initial public offering will be completed. When reviewing and considering this filing, you should also keep in mind the risk factors and other cautionary statements contained in our filings made with the Securities and Exchange Commission.
Any forward-looking statements in this filing are based on certain assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions, expected future developments and other factors that we believe are appropriate under the current circumstances. However, events may occur in the future that we are unable to accurately predict, or over which we have no control. Forward-looking statements are not a guarantee of future performance and actual results or developments may differ materially from expectations. You are therefore cautioned not to place undue reliance on such forward-looking statements. We do not intend to update any forward-looking statements contained in this filing.
Welcome Gold Kist Members
Forward Looking Statements Disclaimer
The material in this presentation contains “forward-looking statements” as defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act, including those statements regarding the amounts of patronage earnings to be distributed to Gold Kist’s members for fiscal periods not yet completed, the proposed conversion, initial public offering and use of proceeds therefrom and the benefits of the conversion, including our ability to grow, access other financial resources, strengthen our financial position and build stockholder value. You should read these statements carefully because they discuss future expectations, contain projections or our results of operations or financial condition and/or state other forward-looking information. These statements may also involve risks and uncertainties that could cause our actual results of operations or financial condition to materially differ from our expectations in this presentation. For example, although approved by our Board of Directors, the conversion is required to be approved by the members of Gold Kist and is subject to the satisfaction of other conditions, including the completion of the initial public offering by Gold Kist Holdings Inc. Other risks to our completion of the conversion include market conditions for corporate equity securities generally, for the securities of poultry and other protein and agribusiness companies and for the common stock being offered by Gold Kist Holdings, in particular. In addition, in its sole discretion, the Board of Directors may amend the plan of conversion or terminate or withdraw the plan of conversion or the initial public offering at any time. There can be no assurances that the conversion and the initial public offering will be completed. When reviewing and considering this presentation, you should also keep in mind the risk factors and other cautionary statements contained in our presentations made with the Securities and Exchange Commission.
Any forward-looking statements in this presentation are based on certain assumptions and analyses made by us in light of our experience and perception of historical trends, current conditions, expected future developments and other factors that we believe are appropriate under the current circumstances. However, events may occur in the future that we are unable to accurately predict, or over which we have no control. Forward-looking statements are not a guarantee of future performance and actual results or developments may differ materially from expectations. You are therefore cautioned not to place undue reliance on such forward-looking statements. We do not intend to update any forward-looking statements contained in this presentation.
The proposed conversion will be submitted to members of Gold Kist for their consideration, and Gold Kist Holdings Inc. has filed with the Securities and Exchange Commission a registration statement on Form S-4 relating to the conversion that was declared effective on August 13, 2004. You are urged to read the registration statement and the accompanying documents. These documents contain important information about the conversion. A copy of these documents has been delivered to you and is available for free on the SEC web site at www.sec.gov.
1
Your Board unanimously recommends approval of this proposal to:
Convert from a cooperative association to a for-profit corporation
Conduct an initial public offering
As you know, this proposed conversion will allow us to:
Deliver value to equity holders
Cash
Stock
Address other corporate needs (such as pay down debt)
2
How will this happen?
Cast Your Vote
3
We will market and sell shares of the New Gold Kist to the investment community
Institutional Investor
Mutual Funds
Pension Plans
Individuals
Who will make this happen?
4
Investment Banker Underwriters
Merrill Lynch & Co.
JPMorgan
SunTrust Robinson Humphrey
Piper Jaffray
Harris Nesbitt
Initial Public Offering Process:
Time Line
Marketing Plan
Pricing the IPO
Role of Shareholders
5
Your New Gold Kist Packet
Patron Equity Report
Ballot
Gold Return Envelope
Instruction Letter
Prospectus
Redemption Request Form
Taxpayer Identification Form
White Return Envelope
Patron Equity Report
Your Equity through Fiscal Year 2004
Estimated Additional Distribution
Total Estimated Proceeds
Your Equity Through FY 2004
Examples of Total Estimated Proceeds
6
Ballot
Mark your ballot
Remember to sign and date
Must be received by Sept. 8
Irrevocable once submitted
Return Envelope
Return Ballot to SunTrust Bank using GOLD envelope
Ballot must be received by Sept. 8
7
Prospectus
Very Important Document
Read Carefully
See your Financial Advisor
Redemption Request Form
Chose amount of cash you would like to receive for your non-qualified notified equity
Does not guarantee that you will receive this cash amount
See your Financial Advisor
8
Taxpayer Identification Form
The Tax Identification Number is your Social Security Number unless your farm is a partnership or corporation
Tax Consequences
Cash
Redemption
Conversion
Stock
No Immediate Tax Implications
Short and Long Term Capital Gains
9
White Return Envelope
Return in this envelope
Redemption Request Form
Taxpayer Identification Form
Documents must be received by Sept. 15
Instruction Letter
Read the documents
Mark your Ballot and return in GOLD envelope as soon as possible. It must be received by Sept. 8
Complete Redemption Request Form and Taxpayer Identification Form and return in WHITE envelope by Sept. 15
10
NOW is the time for your decision
Cast Your Vote
Gold Kist Information Line 770-393-5359
11
QUESTIONS?
Thank You forAttending
12
Broiler Member Premium Allocation
98% of Total Premium
2,400,000 lbs. x 5 cents = $120,000 120,000 x 5 years = $600,000 $600,000 x All poultry growers = $1,160,000,000 $600,000/$1,160,000,000 = 0.000517241 share of poultry premium .000517241 x $58,839,750 = $30,450 .000517241 x $235,359,000 = $121,800
Hog Member Premium Allocation
2% of Total Premium
2,600,000 lbs. x 5 cents = $130,000 130,000 x 5 years = $650,000 $650,000 x All hog producers = $55,400,000 $650,000/$55,400,000 = 0.011732851 share of pork premium .011732851 x $1,160,250 = $13,606 .011732851 x $4,641,000 = $54,424
13