Amendment #14 to SC TO

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 14)

 


GOLD KIST INC.

(Name of Subject Company)

 


PROTEIN ACQUISITION CORPORATION

PILGRIM’S PRIDE CORPORATION

(Names of Filing Persons—Offerors)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

380614107

(CUSIP Number of Class of Securities)

Richard A. Cogdill

Pilgrim’s Pride Corporation

4845 US Highway 271 North

Pittsburg TX 75686-0093

(903) 434-1000

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Filing Persons)

 


Copy to:

Alan G. Harvey

Baker & McKenzie LLP

2300 Trammell Crow Center

2001 Ross Avenue

Dallas TX 75201

CALCULATION OF FILING FEE

 


Transaction Valuation*    Amount of Filing Fee**

$1,096,185,405

   $117,292

* Estimated for purposes of calculating the amount of the filing fee only. Calculated by multiplying $21.00, the per share tender offer price, by the sum of (i) the 51,024,977 outstanding shares of Common Stock as of December 3, 2006 as represented by Gold Kist Inc. in the Merger Agreement filed with Amendment No. 11, and (ii) the 1,174,328 shares of Common Stock subject to outstanding grants and awards under Gold Kist Inc. share-based compensation plans as represented by Gold Kist Inc. in the Merger Agreement.
** Calculated as 0.0107% of the transaction value.

 

x Check the 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.

 

Amount Previously Paid:    $3,870.00

   Filing Party:  Pilgrim’s Pride Corporation

Form or Registration No.:  SC TO-T/A

   Date Filed:    December 5, 2006

 

Amount Previously Paid:    $113,422.00

   Filing Party:  Pilgrim’s Pride Corporation

Form or Registration No.:  SC TO-T

   Date Filed:    September 29, 2006

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which the statement relates:

 

x third-party tender offer subject to Rule 14d-1.

 

¨ issuer tender offer subject to Rule 13e-4.

 

¨ going-private transaction subject to Rule 13e-3.

 

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

 



This Amendment No. 13 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed on September 29, 2006 and amended by Amendment No. 1 filed September 29, 2006, Amendment No. 2 filed October 12, 2006, Amendment No. 3 filed October 16, 2006, Amendment No. 4 filed October 17, 2006, Amendment No. 5 filed October 23, 2006, Amendment No. 6 filed October 24, 2006, Amendment No. 7 filed October 30, 2006, Amendment No. 8 filed November 13, 2006, Amendment No. 9 filed November 20, 2006, Amendment No. 10 filed November 30, 2006, Amendment No. 11 filed December 5, 2006, Amendment No. 12 filed December 8, 2006 and Amendment 13 filed December 11, 2006 (as so amended, the “Schedule TO”) by Protein Acquisition Corporation, a Delaware corporation (“Purchaser”) and Pilgrim’s Pride Corporation, a Delaware Corporation (“Parent”) and owner of all of the outstanding common stock of Purchaser. The Schedule TO relates to the offer by Purchaser to purchase all the issued and outstanding shares of common stock, par value $0.01 per share (the “Common Stock”), of Gold Kist Inc., a Delaware corporation (the “Company”), and the associated common stock and Series A Junior Participating Preferred Stock purchase rights (the “Rights,” and together with the Common Stock, the “Shares”) issued pursuant to the Stockholder Protection Rights Agreement, dated as of July 9, 2004, between the Company and Computershare Investor Services, LLC as successor Rights Agent to Sun Trust Bank (the “Rights Agreement”), for $21.00 per Share, net to the seller in cash (subject to applicable withholding taxes), without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 29, 2006, as amended. Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule TO.

Item 12. Material to Be Filed as Exhibits (except for Exhibits designated as “filed herewith,” all Exhibits have previously been filed).

(a)(1)    Offer to Purchase dated September 29, 2006.
(a)(2)    Form of Letter of Transmittal.
(a)(3)    Form of Notice of Guaranteed Delivery.
(a)(4)    Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(5)    Form of Letter to Clients.
(a)(6)    Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(7)    Summary Advertisement as published in The Wall Street Journal on September 29, 2006.
(a)(8)    Press Release announcing Parent’s intention to commence the Offer issued by Parent on September 28, 2006 (incorporated by reference to the Current Report on Form 8-K filed by Parent on September 28, 2006).
(a)(9)   

Letter dated September 28, 2006 from Parent to the Board of Directors of the Company (included in Exhibit (a)(8)).

(a)(10)   

Letter dated September 28, 2006 to employees of Parent (incorporated by reference to the Current Report on Form 8-K filed by Parent on September 28, 2006).

(a)(11)   

Letter dated September 28, 2006 to customers of Parent (incorporated by reference to the Current Report on Form 8-K filed by Parent on September 28, 2006).

(a)(12)   

Letter dated September 28, 2006 to Parent growers (incorporated by reference to the Current Report on Form 8-K filed by Parent on September 28, 2006).

(a)(13)   

Tender Offer FAQs (incorporated by reference to the Current Report on Form 8-K filed by Parent on September 28, 2006).

(a)(14)   

Frequently Asked Questions for Pilgrim’s Pride Employees (incorporated by reference to the Current Report on Form 8-K filed by Parent on September 28, 2006).

 

2


(a)(15)  

Press release issued by Parent on September 28, 2006 announcing Parent’s intention to commence the Offer to Purchase Gold Kist 10 1/4% Senior Notes due March 15, 2014 and related Consent Solicitation (incorporated by reference to the Current Report on Form 8-K filed by Parent on September 28, 2006).

(a)(16)   Press release issued by Parent on August 18, 2006 (previously filed on August 18, 2006 pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 (the “Exchange Act”) and refiled on August 24, 2006 pursuant to Rule 425 under the Securities Act of 1933 (the “Securities Act”) and deemed filed pursuant to Rule 14a-12 and Rule 14d-2 under the Exchange Act).
(a)(17)   Pilgrim’s Pride Corporation’s Proposal for Gold Kist Inc. Frequently Asked Questions (FAQs) dated August 21, 2006 (previously filed on August 21, 2006 pursuant to Rule 425 under the Securities Act and deemed filed pursuant to Rule 14a-12 and Rule 14d-2 under the Exchange Act).
(a)(18)   Investor Presentation dated August 21, 2006 (previously filed on August 21, 2006 pursuant to Rule 425 under the Securities Act and deemed filed pursuant to Rule 14a-12 and Rule 14d-2 under the Exchange Act).
(a)(19)   Letter dated August 18, 2006 from Parent to the Company regarding the stockholder proposal provided by O.B. Goolsby, Jr., to the Company (previously filed on August 22, 2006 pursuant to Rule 425 under the Securities Act and deemed filed pursuant to Rule 14a-12 and Rule 14d-2 under the Exchange Act).
(a)(20)   Letter dated August 30, 2006 from Parent to the Company.
(a)(21)   Letter dated September 20, 2006 from Parent to the Company.
(a)(22)   Press Release issued by Parent on September 29, 2006 announcing commencement of the Offer to Purchase the Company’s 10¼% Senior Notes due March 15, 2014 and related Consent Solicitation.
(a)(23)   Press Release issued by Parent on October 12, 2006 responding to the Schedule 14D-9 filed by the Company.
(a)(24)   Press Release issued by Parent on October 12, 2006 announcing the purchase price for the Gold Kist Notes and receipt of tenders and related consents from holders of 73.2% of the outstanding Gold Kist Notes.
(a)(25)   Press Release issued by Parent on October 16, 2006 announcing receipt of tenders of Gold Kist Notes and related consents sufficient to approve proposed amendments to the Gold Kist Indenture.
(a)(26)   Press Release issued by Parent on October 17, 2006 announcing early termination of the waiting period under the HSR Act.
(a)(27)   Press Release issued by Parent on October 23, 2006 with open letter to the Company’s stockholders.
(a)(28)   Press Release issued by Parent on October 29, 2006 announcing reduction in weekly chicken processing.
(a)(29)   Press Release issued by Parent on October 30, 2006 announcing extension of the Offer and extension of Parent’s offer to purchase and consent solicitation with respect to the Gold Kist Notes.
(a)(30)   Order of the U.S. District Court issued November 2, 2006 denying the Company’s Motion for Expedited Hearing and granting Parent’s Motion to Modify Scheduling Order.
(a)(31)   Defendants’ Motion to Dismiss the Company’s Exchange Act Claims.
(a)(32)   Defendants’ Memorandum in Support of Motion to Dismiss the Company’s Exchange Act Claims.
(a)(33)   Motion by the Parent Nominees (other than Joseph C. Moran and Michael A. Pruitt) to Dismiss the Company’s Complaint for lack of personal jurisdiction over such Defendants.
(a)(34)   Memorandum in Support of Motion by the Parent Nominees (other than Joseph C. Moran and Michael A. Pruitt) to Dismiss the Company’s Complaint for lack of personal jurisdiction over such Defendants.

 

3


(a)(35)   Press Release issued by Parent on November 13, 2006 announcing the revised purchase price for the Gold Kist Notes.
(a)(36)  

Press Release issued by Parent on November 30, 2006 announcing extension of the Offer and extension of Parent’s offer to purchase and consent solicitation with respect to the Gold Kist Notes.

(a)(37)  

Joint Press Release issued by Parent and the Company on December 4, 2006 announcing the execution and delivery of the Merger Agreement and the increase in the purchase price per Share in the Offer.

(a)(38)  

Letter dated December 4, 2006 to employees of Parent.

(a)(39)  

Letter dated December 4, 2006 to customers of Parent.

(a)(40)  

Letter dated December 4, 2006 to Parent growers.

(a)(41)  

Supplement dated December 8, 2006 to Offer to Purchase dated September 29, 2006.

(a)(42)  

Form of Revised Letter of Transmittal.

(a)(43)  

Form of Revised Notice of Guaranteed Delivery.

(a)(44)  

Form of Revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(45)  

Form of Revised Letter to Clients.

(a)(46)   Joint Letter of Parent and the Company to stockholders of the Company.
(a)(47)   Press Release issued by Parent on December 11, 2006 announcing the revised purchase price for the Gold Kist Notes.
(a)(48)   Slide presentation dated December 12, 2006 entitled “Pilgrim’s Pride Corporation’s Acquisition of Gold Kist Inc.” (filed herewith). Exhibit (a)(48) supersedes in its entirety and replaces the slide presentation entitled “Pilgrim’s Pride Corporation’s Proposal for Gold Kist Inc.” dated August 21, 2006 previously filed as Exhibit (a)(18).
(b)(1)   Credit Agreement by and among CoBank ACB, Agriland FCS and the Company dated as of September 21, 2006 (incorporated by reference to the Current Report on Form 8-K filed by Parent on September 28, 2006).
(b)(2)   Pilgrim’s Pride Corporation $450,000,000 Senior Unsecured Increasing Rate Bridge Facility Commitment Letter from Lehman Brothers to the Company dated September 27, 2006 (incorporated by reference to the Current Report on Form 8-K filed by Parent on September 28, 2006).
(b)(3)   Supplemental Commitment Letter from Lehman Brothers and Credit Suisse to Parent dated October 20, 2006.
(b)(4)  

$450,000,000 Senior Unsecured Term Loan Agreement dated November 29, 2006 among Parent, Lehman Commercial Paper Inc., Lehman Brothers, Inc., Credit Suisse Securities (USA) LLC and Credit Suisse Cayman Islands Branch, including agreed form of Exchange Note indenture.

(b)(5)  

Consent and Amendment to Term Loan Agreement, dated as of December 3, 2006, by and among Lehman Commercial Paper Inc., Lehman Brothers Inc., Credit Suisse Securities (USA) LLC, Credit Suisse and Parent.

(d)(1)   Agreement and Plan of Merger dated as of December 3, 2006 among Parent, Purchaser and the Company.
(g)   None.
(h)   None.

 

4


SIGNATURES

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.

Dated: December 12, 2006

 

PROTEIN ACQUISITION CORPORATION

By:

 

/s/    RICHARD A. COGDILL        

Name:   Richard A. Cogdill
Title:   Executive Vice President, Chief Financial Officer, Secretary and Treasurer
PILGRIM’S PRIDE CORPORATION

By:

 

/s/    RICHARD A. COGDILL        

Name:   Richard A. Cogdill
Title:   Executive Vice President, Chief Financial Officer, Secretary and Treasurer

 

5


EXHIBIT INDEX 1

 

Exhibit No.    
(a)(1)   Offer to Purchase dated September 29, 2006.
(a)(2)   Form of Letter of Transmittal.
(a)(3)   Form of Notice of Guaranteed Delivery.
(a)(4)   Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(5)   Form of Letter to Clients.
(a)(6)   Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(7)   Summary Advertisement as published in The Wall Street Journal on September 29, 2006.
(a)(8)   Press Release announcing Parent’s intention to commence the Offer issued by Parent on September 28, 2006 (incorporated by reference to the Current Report on Form 8-K filed by Parent on September 28, 2006).
(a)(9)  

Letter dated September 28, 2006 from Parent to the Board of Directors of the Company (included in Exhibit (a)(8)).

(a)(10)   Letter dated September 28, 2006 to employees of Parent (incorporated by reference to the Current Report on Form 8-K filed by Parent on September 28, 2006).
(a)(11)   Letter dated September 28, 2006 to customers of Parent (incorporated by reference to the Current Report on Form 8-K filed by Parent on September 28, 2006).
(a)(12)   Letter dated September 28, 2006 to Parent growers (incorporated by reference to the Current Report on Form 8-K filed by Parent on September 28, 2006).
(a)(13)   Tender Offer FAQs (incorporated by reference to the Current Report on Form 8-K filed by Parent on September 28, 2006).
(a)(14)   Frequently Asked Questions for Pilgrim’s Pride Employees (incorporated by reference to the Current Report on Form 8-K filed by Parent on September 28, 2006).
(a)(15)   Press release issued by Parent on September 28, 2006 announcing Parent’s intention to commence the Offer to Purchase Gold Kist 10 1/4% Senior Notes due March 15, 2014 and related Consent Solicitation (incorporated by reference to the Current Report on Form 8-K filed by Parent on September 28, 2006).
(a)(16)   Press release issued by Parent on August 18, 2006 (previously filed on August 18, 2006 pursuant to Rule 14a-12 under the Exchange Act and refiled on August 24, 2006 pursuant to Rule 425 under the Securities Act and deemed filed pursuant to Rule 14a-12 and Rule 14d-2 under the Exchange Act).
(a)(17)   Pilgrim’s Pride Corporation’s Proposal for Gold Kist Inc. Frequently Asked Questions (FAQs) dated August 21, 2006 (previously filed on August 21, 2006 pursuant to Rule 425 under the Securities Act and deemed filed pursuant to Rule 14a-12 and Rule 14d-2 under the Exchange Act).
(a)(18)   Investor Presentation dated August 21, 2006 (previously filed on August 21, 2006 pursuant to Rule 425 under the Securities Act and deemed filed pursuant to Rule 14a-12 and Rule 14d-2 under the Exchange Act).
(a)(19)   Letter dated August 18, 2006 from Parent to the Company regarding the stockholder proposal provided by O.B. Goolsby, Jr., to the Company (previously filed on August 22, 2006 pursuant to Rule 425 under the Securities Act and deemed filed pursuant to Rule 14a-12 and Rule 14d-2 under the Exchange Act).
(a)(20)   Letter dated August 30, 2006 from Parent to the Company.

1 Except for Exhibits designated as “filed herewith,” all Exhibits have previously been filed.

 

6


(a)(21)   Letter dated September 20, 2006 from Parent to the Company.
(a)(22)   Press Release issued by Parent on September 29, 2006 announcing commencement of the Offer to Purchase the Company’s 10¼% Senior Notes due March 15, 2014 and related Consent Solicitation.
(a)(23)   Press Release issued by Parent on October 12, 2006 responding to the Schedule 14D-9 filed by the Company.
(a)(24)   Press Release issued by Parent on October 12, 2006 announcing the purchase price for the Gold Kist Notes and receipt of tenders and related consents from holders of 73.2% of the outstanding Gold Kist Notes.
(a)(25)   Press Release issued by Parent on October 16, 2006 announcing receipt of tenders of Gold Kist Notes and related consents sufficient to approve proposed amendments to the Gold Kist Indenture.
(a)(26)   Press Release issued by Parent on October 17, 2006 announcing early termination of the waiting period under the HSR Act.
(a)(27)   Press Release issued by Parent on October 23, 2006 with open letter to the Company’s stockholders.
(a)(28)   Press Release issued by Parent on October 29, 2006 announcing reduction in weekly chicken processing.
(a)(29)   Press Release issued by Parent on October 30, 2006 announcing extension of the Offer and extension of Parent’s offer to purchase and consent solicitation with respect to the Gold Kist Notes.
(a)(30)   Order of the U.S. District Court issued November 2, 2006 denying the Company’s Motion for Expedited Hearing and granting Parent’s Motion to Modify Scheduling Order.
(a)(31)   Defendants’ Motion to Dismiss the Company’s Exchange Act Claims.
(a)(32)   Defendants’ Memorandum in Support of Motion to Dismiss the Company’s Exchange Act Claims.
(a)(33)   Motion by the Parent Nominees (other than Joseph C. Moran and Michael A. Pruitt) to Dismiss the Company’s Complaint for lack of personal jurisdiction over such Defendants.
(a)(34)   Memorandum in Support of Motion by the Parent Nominees (other than Joseph C. Moran and Michael A. Pruitt) to Dismiss the Company’s Complaint for lack of personal jurisdiction over such Defendants.
(a)(35)   Press Release issued by Parent on November 13, 2006 announcing the revised purchase price for the Gold Kist Notes.
(a)(36)   Press Release issued by Parent on November 30, 2006 announcing extension of the Offer and extension of Parent’s offer to purchase and consent solicitation with respect to the Gold Kist Notes.
(a)(37)   Joint Press Release issued by Parent and the Company on December 4, 2006 announcing the execution and delivery of the Merger Agreement and the increase in the purchase price per Share in the Offer.
(a)(38)   Letter dated December 4, 2006 to employees of Parent.
(a)(39)   Letter dated December 4, 2006 to customers of Parent.
(a)(40)   Letter dated December 4, 2006 to Parent growers.
(a)(41)  

Supplement dated December 8, 2006 to Offer to Purchase dated September 29, 2006.

(a)(42)  

Form of Revised Letter of Transmittal.

(a)(43)  

Form of Revised Notice of Guaranteed Delivery.

(a)(44)  

Form of Revised Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

(a)(45)  

Form of Revised Letter to Clients.

(a)(46)   Joint Letter of Parent and the Company to stockholders of the Company.
(a)(47)   Press Release issued by Parent on December 11, 2006 announcing the revised purchase price for the Gold Kist Notes.
(a)(48)   Slide presentation dated December 12, 2006 entitled “Pilgrim’s Pride Corporation’s Acquisition of Gold Kist Inc.” (filed herewith). Exhibit (a)(48) supersedes in its entirety and replaces the slide presentation entitled “Pilgrim’s Pride Corporation’s Proposal for Gold Kist Inc.” dated August 21, 2006 previously filed as Exhibit (a)(18).
(b)(1)   Credit Agreement by and among CoBank ACB, Agriland FCS and the Company dated as of September 21, 2006 (incorporated by reference to the Current Report on Form 8-K filed by Parent on September 28, 2006).

 

7


(b)(2)   Pilgrim’s Pride Corporation $450,000,000 Senior Unsecured Increasing Rate Bridge Facility Commitment Letter from Lehman Brothers to the Company dated September 27, 2006 (incorporated by reference to the Current Report on Form 8-K filed by Parent on September 28, 2006).
(b)(3)   Supplemental Commitment Letter from Lehman Brothers and Credit Suisse to Parent dated October 20, 2006.
(b)(4)   $450,000,000 Senior Unsecured Term Loan Agreement dated November 29, 2006 among Parent, Lehman Commercial Paper Inc., Lehman Brothers, Inc., Credit Suisse Securities (USA) LLC and Credit Suisse Cayman Islands Branch, including agreed form of Exchange Note indenture.
(b)(5)   Consent and Amendment to Term Loan Agreement, dated as of December 3, 2006, by and among Lehman Commercial Paper Inc., Lehman Brothers Inc., Credit Suisse Securiteis (USA) LLC, Credit Suisse and Parent.
(d)(1)   Agreement and Plan of Merger dated as of December 3, 2006 among Parent, Purchaser and the Company.
(g)   None.
(h)   None.

 

8

Slide presentation dated December 12, 2006
Pilgrim's Pride Corporation's
Acquisition of Gold Kist Inc.
Creating the World’s Leading Chicken Producer
December 12, 2006
The following presentation was
posted on Pilgrim’s Pride’s
Corporation’s external web site:
Exhibit (a)(48)



2
Proposed Transaction
Pilgrim’s Pride (NYSE:PPC) publicly announced on December 4, 2006
that it had entered into a definitive merger agreement to acquire Gold
Kist Inc. (NasdaqGS:GKIS) for $21 per share
Represents a 62% premium to the August 18, 2006 closing price of
$12.93
Initially approached Gold Kist in 2004 prior to its IPO
Recent offer proposals began in February 2006
We maintain our strong desire to close this transaction with Gold Kist
to create the world’s largest chicken company
Powerful strategic and financial rationale
Anticipated close: early CY2007


3
Attractive Proposal…
Value creation expected for all shareholders
Offer Summary
(amounts in millions except per share amounts)
Price Per Share (8/18/06)
$12.93
Offer Price Per Share
$21.00
Fully-Diluted Share Count
(1)(2)
51.4
Purchase Price of Gold Kist equity
$1,079
Assumed Gold Kist Debt
(3)
$144
Cash on Gold Kist Balance Sheet
(3)(4)
93
Total Enterprise Value of Offer
(5)
$1,130
Offer Price as a Percent of Gold Kist's:
Close Price (8/18/06)
162%
Prior 90-Day Average (8/18/06)
154%
52-Week High (8/18/06)
100%
(1)  Reflects repurchase of shares from option proceeds.
(2)  As of 12/2/06.
(3)  As of 9/30/06.
(4)  Includes $15.9 million in Investments.
(5)  Does not include fees and deal-related expenses.


4
…Relative to Historical Multiples
Gold Kist Enterprise Value/EBITDA Multiples
$21.00 Offer as
Multiples of EBITDA
Assuming Normalized
Operating
Margins
(5)
Historical
Trailing
EBITDA
Multiples
(1)(2)
Our proposal represents full value for Gold Kist
(1)  Historical trailing multiples calculated as follows:  The numerator is the enterprise value derived from the prior quarter’s balance sheet and
the final close price at the end of the current quarter.  The denominator is the LTM EBITDA as of the prior quarter.
(2)  Data per Capital IQ.
(3)  Please see Appendix A for calculation.
(4)  Per Gold Kist’s public filings.
(5)  Please see Appendix B for calculation.
$21.00 Offer as a
Multiple of LTM
Adjusted
EBITDA
(3)
2.8x
3.3x
4.3x
4.3x
3.0x
2.7x
4.8x
9.8x
34.1x
7.2x
6.3x
5.7x
12/31/04
3/31/05
6/30/05
9/30/05
12/31/05
3/31/06
6/30/06
Multiple as
of 8/18/06
based on
LTM
Adjusted
EBITDA
(1%) LTM
Operating
Margin
5%
6%
7%
(3)
(4)


5
U.S. Chicken Industry Leaders Market Share by Production
(1)
Source: WATT Poultry USA, January 2006.
(1)  Ready-To-Cook million pounds per week.
(2)  As used in this presentation, PF = Pro Forma.
Creates the Number One Chicken
Company in North America
(2)
2.5%
4.0%
4.3%
4.3%
7.3%
8.8%
16.0%
21.4%
PF 24.8%
Foster Farms
Mountaire
Farms
Wayne Farms
Sanderson Farms
Perdue Farms
Gold Kist
Pilgrim's Pride
Tyson Foods
Pilgrim's Pride & Gold Kist


6
Combined company would be the #3 U.S. protein company by revenue
Largest pure-play dedicated to chicken
LTM Revenues
($ in millions)
Note:  LTM results through the most recent twelve-month reporting period for each public entity.
(1)
Does
not
include
pro
forma
results
from
pending
acquisition
of
Premium
Standard
Farms.
Formidable Protein Industry Player
Pilgrim’s Pride
Gold Kist
Sanderson
Farms
Chicken
Hormel Foods
Pilgrim’s Pride &
Gold Kist
Smithfield
Foods
Tyson Foods
Pork
Beef
$1,048
$2,127
$5,236
$5,746
$11,183
$25,559
PF $7,363
Sanderson
Farms
Gold Kist
Pilgrim's Pride
Hormel Foods
Pilgrim's Pride &
Gold Kist
Smithfield
Foods
Tyson Foods
(1)


7
Powerful Combination
Delivers compelling economics to shareholders of both companies
Balanced portfolio of fresh chicken and value-added products
Further economies of scale
Estimated synergies of $50 million
Production
Purchasing
Distribution
Logistics
Selling, General & Administrative
No anticipated plant closings or production headcount
reductions
Better serve existing customers and expand customer base
Consolidation of a still fragmented industry


8
Capitalize on significant scale with leading industry
position and brand recognition
Capitalize on attractive U.S. prepared foods market
Enhance U.S. fresh chicken profitability through value-
added, branded products
Improve operating efficiencies and increase capacity on
a cost-effective basis
Continue to seek strategic acquisitions
Capitalize on export opportunities
Consistent With Pilgrim’s Pride Long-
Standing Business Strategy


9
Pilgrim’s Pride Stock Since Deal
Announcement
Friday, December 1, 2006
Close:
$25.38
Change:
-0.14 (-0.5%)
Monday, December 4, 2006
Close:
$27.90
Change:      
2.52 (9.9%)
December 4, 2006
Announcement of
merger agreement
between Pilgrim’s Pride
and Gold Kist prior to
market open
Pilgrim’s Pride’s stock price has risen 15% since announcement
$23.00
$24.00
$25.00
$26.00
$27.00
$28.00
$29.00
$30.00
12/1/06
12/4/06
12/5/06
12/6/06
12/7/06
12/8/06
12/11/06
12/11/06
close
Tuesday, December 5, 2006
Close:
$28.75
Change:      
0.85 (3.0%)
Wednesday, December 6, 2006
Close:
$29.44
Change:      
0.69 (2.4%)
Thursday, December 7, 2006
Close:
$28.79
Change:
-0.65 (-2.2%)
Friday, December 8, 2006
Close:
$28.98
Change:      
0.19 (0.7%)
Monday, December 11, 2006
Close:
$29.09
Change:      
0.11 (0.4%)


10
Expanded Geographic Footprint…
Gold Kist acquisition expands Southeast presence
Pilgrim's Pride’s Chicken Processing
Pilgrim's Pride's Turkey Processing
Pilgrim's Pride's Prepared Foods
Pilgrim's Pride's Distribution Centers
Gold Kist Chicken Processing
Gold Kist Distribution Centers
Gold Kist Prepared Food Plant


11
…With More Diversified End Markets
64%
20%
16%
Pilgrim’s Pride
Gold Kist
Combined
38%
19%
43%
57%
20%
24%
Foodservice
Retail
Export/Other
FY 2005 Net Sales: $5.7 BN
FY 2005 Net Sales: $2.3 BN
FY 2005 Net Sales: $8.0 BN
Enhances retail prepared foods opportunities
Source: WATT Poultry USA, January 2006.



13
Source:  UrnerBarry Publications, Inc.
(1)  Month to date through December 8, 2006.
…Leading to Stabilized Pricing Outlook
Average Prices Over Periods Represented
Fiscal Years
FY 2006
(1)
FY 2007
$0.00
$0.20
$0.40
$0.60
$0.80
$1.00
$1.20
$1.40
$1.60
$1.80
$2.00
'93
'94
'95
'96
'97
'98
'99
'00
'01
'02
'03
'04
'05
'06
N
D
J
F
M
A
M
J
J
A
S
O
N
D
GA Dock
Leg Quarters
Boneless Skinless Breast


14
Combined Company
($ in millions)
FYE
9/30/06
Net Sales
Pilgrim's Pride
$5,236
Gold Kist
2,127
Combined Net Sales
$7,363
EBITDA
(1)
Pilgrim's Pride -
Adjusted EBITDA
$143
Gold Kist -
Adjusted EBITDA
33
Combined Adjusted EBITDA
$176
Capital Expenditures
(2)
Pilgrim's Pride
$144
Gold Kist
90
Combined Capital Expenditures
$234
(1)  See Appendix A for reconciliation.
(2)  CapEx
data per FY2006 Q4 earnings release conference calls for Pilgrim's Pride and Gold Kist.


15
339
91
430
Term Loans
450
450
Bridge Loan
$2,025
$125
795
$225
$ –
Facility
Amount
$125
$ –
Receivables purchase agreement
795
Revolving/term facility
$1,836
$166
Total Available From Debt Facilities
$127
$75
Revolving credit facilities
Debt Facilities:
137
Investments in available for sale securities
$156
$ –
Cash and cash equivalents
Net
Available
Amount
Outstanding
Source of Liquidity
As of September 30, 2006
($ in millions)
Liquidity and Financial Capacity
(1)
(2)
(2)
(3)
(1) At September 30, 2006, the Company had $23.4 million in letters of credit outstanding relating to normal business transactions.
(2) The amount available at September 30, 2006 under these facilities was $535.3 million. If the transaction is successful, the amount of borrowings available
will
increase
by
up
to
$486
million
and,
with
the
pledging
of
additional
identified
collateral
to
secure
this
facility;
the
full
amount
of
the
commitment
under
this facility will be available.  The amounts reflected above contemplate that both of these events will occur.
(3) Reflects a bridge loan agreement obtained by the Company from certain investment banks, pursuant to which, subject to specified conditions, the
investment banks have agreed to make available to the Company a $450 million senior unsecured bridge loan for the purchase of shares of common
stock of Gold Kist.


Appendix


17
Appendix A: EBITDA Reconciliation
($ in millions)
As of 8/18/06
Present
LTM
LTM
6/30/06
9/30/06
Adjusted EBITDA Reconciliation
Net Income
Pilgrim's Pride
$48
($34)
Gold Kist
$4
($18)
Combined Net Income
$52
($52)
Adjustments:
Pilgrim's Pride  -
Add:
Income Tax Expense
$13
($2)
Net Interest Expense
40
41
Depreciation & Amortization
(1)
138
133
Pilgrim's Pride -
Adjustments:
Accounting Adjustment -
Benefit Plans
$0
6
Gold Kist  -
Add:
Income Tax Expense (Benefit)
($3)
($15)
Net Interest Expense
11
10
Depreciation & Amortization
(1)
50
51
Gold Kist -
Adjustments:
Benefit Plan and Pension Settlement Loss
1
-
Loss on Investment
3
-
Debt Prepayment Penalties
6
-
Antitrust Settlement (Benefit)
-
(1)
Unsolicited Offer Expenses
-
6
Adjusted EBITDA
Pilgrim's Pride
$239
$143
Gold Kist
72
33
Combined Adjusted EBITDA
$311
$176
(1)  Excludes amortization of capitalized finance costs and includes amortization of share-based compensation.


18
Appendix B: Implied Normalized Gold Kist
Operating Margins
Implied Normalized Financial Information –
Gold Kist
($ in millions)
Fiscal Year Ending September 30,
FY2006 Sales
$2,127
$2,127
$2,127
Assumed Normalized EBIT Margin
5%
6%
7%
Implied Normalized EBIT
$106
$128
$149
Plus: Depreciation & Amortization
(1)
51
51
51
Implied Normalized EBITDA
$157
$178
$200
Actual FY2006 Adjusted EBITDA
$33
$33
$33
Enterprise Value at $21 per share
$1,130
$1,130
$1,130
EV/Sales
0.53x
0.53x
0.53x
EV/Normalized EBITDA
7.2x
6.3x
5.7x
(1)  Depreciation assumed to be equivalent to LTM as of 9/30/06.