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). | |
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| (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. | |
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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 | |
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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
 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.
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