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. 16)
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. 16 (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, Amendment 13 filed December 11, 2006, Amendment No. 14 filed December 13, 2006 and Amendment No. 15 filed December 19, 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 4. Terms of the Transaction.
Item 8. Interest in Securities of the Issuer
Items 4 and 8 of the Schedule TO are hereby amended and supplemented as follows:
Section 1, “Terms of the Offer; Expiration Date,” of the Offer to Purchase is hereby amended and supplemented by the addition of the following:
The Offer expired at 5:00 p.m., New York City time, on December 27, 2006. Based on information provided to Parent and Purchaser by the Depositary, as of such time, a total of 45,343,812 Shares had been tendered and not withdrawn from the Offer, representing approximately 88.87% of the outstanding Shares, based upon 51,024,977 outstanding Shares as of December 3, 2006 as represented to Parent and Purchaser by the Company. Of the total number of Shares tendered and not withdrawn from the Offer, 2,366,878 Shares were tendered subject to guaranteed delivery. Purchaser has accepted for payment in accordance with the terms of the Offer all Shares validly tendered and not withdrawn prior to the expiration of the Offer.
On December 28, 2006, Parent and Purchaser announced a subsequent offering period for all remaining Shares that have not been tendered, commencing as of 9:00 a.m., New York City time on December 28, 2006 and expiring on January 5, 2007 at 5:00 p.m., New York City time. During the subsequent offering period, Purchaser will immediately accept for payment and promptly pay for validly tendered Shares as they are tendered. Stockholders who tender Shares during such period will be paid the same $21.00 per Share, net to the seller in cash (subject to applicable withholding taxes), without interest, paid during the initial offering period. The procedures for accepting the Offer and tendering Shares during the subsequent offering period are the same as those described for the Offer in the Offer to Purchase and the Supplement, except that (i) the guaranteed delivery procedures may not be used during the subsequent offering period and (ii) Shares tendered during the subsequent offering period may not be withdrawn. Purchaser may extend the subsequent offering period. If the subsequent offering period is extended, Purchaser will notify the Depositary and issue an announcement to that effect prior to 9:00 a.m., New York City time, on the next business day following the date the subsequent offering period was scheduled to expire.
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Item 6. Purposes of the Transaction and Plans or Proposals
Item 6 of the Schedule TO is hereby amended and supplemented as follows:
The discussion under the caption “Plans for the Company—Board Representation” in Section 11 of the Offer to Purchase is amended and supplemented as follows:
On December 27, 2006, in accordance with the Merger Agreement, each of the Company’s Directors, other than Mr. A.D. Frazier, submitted irrevocable letters of resignation from the board of directors of the Company and each of its subsidiaries, as well as from any committees of any of such boards. Such resignations are effective upon effectiveness of the resolutions of the Company’s Board of Directors described below.
Also on December 27, 2006, in accordance with the Merger Agreement, the Board of Directors of the Company adopted by unanimous written consent resolutions accepting the resignations of the Company’s directors, reducing the total number of directors of the Company from nine to six and appointing Messrs. Lonnie “Bo” Pilgrim, O.B. Goolsby, Jr., Richard A. Cogdill, Keith W. Hughes and Vance C. Miller, Sr. as directors of the Company to fill the vacancies created by such resignations. Such persons were designated for appointment as directors of the Company by Purchaser pursuant to the Merger Agreement. Each of such persons is a director of Parent and Messrs. Pilgrim, Goolsby and Cogdill are Chairman of the Board, President and Chief Executive Officer, and Chief Financial Officer, respectively, of Parent. The resignations of the Company’s directors, the reduction of the size of the Company’s board and the appointment of Parent’s designees to fill the vacancies on the Company’s Board of Directors will be effective upon Purchaser’s purchase of and payment for the Shares tendered prior to the Expiration Date pursuant to the Offer.
The discussion under the caption “Plans for the Company—Debt Tender Offer” in Section 11 of the Offer to Purchase is amended and supplemented as follows:
Parent’s offer to purchase the Gold Kist Notes and the related consent solicitation expired at 5:00 p.m., New York City time, on Wednesday, December 27, 2006. As of 5:00 p.m., New York City time, on December 27, 2006, Parent had received tenders of and consents with respect to 100% of the aggregate principal amount of outstanding Gold Kist Notes and has accepted for payment all tendered Gold Kist Notes. On December 27, 2006, Gold Kist, the subsidiary guarantors under the Gold Kist Indenture and the Trustee under the Gold Kist Indenture entered into a supplemental indenture effecting the amendments to the Gold Kist Indenture described in the Offer to Purchase.
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)). | |
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| (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 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. | |
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| (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.” 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). | |
| (a)(49) | Press Release issued by Parent on December 28, 2006 announcing expiration of the Offer, expiration of Parent’s offer to purchase and consent solicitation with respect to the Gold Kist Notes, acceptance of tendered Shares and Gold Kist Notes and commencement of the subsequent offering period (filed herewith). | |
| (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). | |
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| (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. | |
| (b)(6) | First Amendment to Credit Agreement, dated as of December 13, 2006, by and among Parent, as borrower, CoBank, ACB, as lead arranger and co-syndication agent, and sole book runner, and as administrative, documentation and collateral agent, Agriland, FCS, as co-syndication agent, and as a syndication party, and the other syndication parties signatory thereto (incorporated by reference to the Current Report on Form 8-K filed by Parent on December 19, 2006). | |
| (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 28, 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. |
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| (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. | |
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| (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.” 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). | |
| (a)(49) | Press Release issued by Parent on December 28, 2006 announcing expiration of the Offer, expiration of Parent’s offer to purchase and consent solicitation with respect to the Gold Kist Notes, acceptance of tendered Shares and Gold Kist Notes and commencement of the subsequent offering period (filed herewith). | |
| (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 Securiteis (USA) LLC, Credit Suisse and Parent. | |
| (b)(6) | First Amendment to Credit Agreement, dated as of December 13, 2006, by and among Parent, as borrower, CoBank, ACB, as lead arranger and co-syndication agent, and sole book runner, and as administrative, documentation and collateral agent, Agriland, FCS, as co-syndication agent, and as a syndication party, and the other syndication parties signatory thereto (incorporated by reference to the Current Report on Form 8-K filed by Parent on December 19, 2006). | |
| (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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Exhibit (a)(49)
FOR IMMEDIATE RELEASE
PILGRIM’S PRIDE COMPLETES SUCCESSFUL TENDER OFFER
FOR 88.87% OF GOLD KIST SHARES
Expects to Complete Transaction Early January 2007
Subsequent Offering Period to Expire on January 5, 2007
Pittsburg, Texas, December 28, 2006 — Pilgrim’s Pride Corporation (NYSE: PPC) today announced the expiration of its initial offer to acquire all of the outstanding shares of Gold Kist Inc. (NASDAQ: GKIS) common stock for $21.00 per share in cash and the commencement of a subsequent offering period. Pilgrim’s Pride has accepted all shares validly tendered and not properly withdrawn and expects to complete the transaction in early January 2007. The subsequent offering period will expire at 5:00 p.m., New York City Time, on Friday, January 5, 2007, unless extended.
The initial offer and withdrawal rights expired at 5:00 p.m., New York City Time, on Wednesday, December 27, 2006, at which time a total of 45,343,812 shares of Gold Kist common stock, or approximately 88.87% of Gold Kist’s outstanding shares, had been tendered and not withdrawn. Of those shares tendered, 2,366,878 shares of Gold Kist’s outstanding common stock were tendered subject to guaranteed delivery. All shares validly tendered and not properly withdrawn prior to the expiration of the offer have been accepted for payment by Pilgrim’s Pride.
“The completion of this tender offer is a significant milestone for Pilgrim’s Pride,” said O.B. Goolsby, Jr., Pilgrim’s Pride president and chief executive officer. “We look forward to beginning 2007 as a much stronger company, with industry-leading market share, a broad and growing customer base and a balanced portfolio of fresh chicken and value-added products. We are now ready to begin realizing the compelling strategic value and benefits we envisioned from this acquisition and look forward to setting a new standard in the chicken industry.”
As of 9:00 a.m., New York City Time, on December 28, 2006, Pilgrim’s Pride has commenced the subsequent offering period for all remaining shares that have not yet been tendered. The purpose of the subsequent offering period is to enable Gold Kist stockholders who did not tender during the initial offering period to participate in the offer and receive the all-cash $21.00 offer price on an expedited basis. Pilgrim’s Pride urges Gold Kist stockholders to tender their shares during the subsequent offering period. Pilgrim’s Pride will immediately accept all shares validly tendered during the subsequent offering period as they are tendered, and will pay for such shares promptly.
Stockholders who tender their shares during the subsequent offering period will receive the same $21.00 all-cash per share consideration paid during the initial offering period. Procedures for tendering shares during the subsequent offering period are the same as during the initial offering period, except (i) shares cannot be delivered through the guaranteed delivery procedure and (ii) shares tendered during the subsequent offering period may not be withdrawn.
As previously announced, Pilgrim’s Pride and Gold Kist entered into a definitive merger agreement on December 3, 2006, under which Pilgrim’s Pride agreed to acquire all of the outstanding shares of Gold Kist common stock for $21.00 per share in cash. The transaction was unanimously approved by the boards of directors of both Pilgrim’s Pride and Gold Kist and has a total equity value of approximately $1.1 billion, plus the assumption or refinancing of approximately $144 million of Gold Kist’s debt. Upon expiration of the
subsequent offering period, Pilgrim’s Pride intends to complete the acquisition of Gold Kist through a merger of its acquisition vehicle, Protein Acquisition Corporation, into Gold Kist, in which all Gold Kist shares not tendered into Pilgrim’s Pride’s offer (other than shares held in the treasury of Gold Kist or held by Pilgrim’s Pride or any of its subsidiaries) will be converted into the right to receive $21.00 per share. Following the merger, Gold Kist will be a wholly owned subsidiary of Pilgrim’s Pride.
The Company also announced that it has completed its tender offer to purchase and related consent solicitation for Gold Kist’s outstanding 10 1/4% Senior Notes due March 15, 2014. The debt tender offer was made in connection with Pilgrim’s Pride’s acquisition of Gold Kist. As of 5:00 p.m., New York City Time, December 27, 2006, the Company had received tenders and related consents with respect to 100% of the aggregate principal amount of the outstanding Gold Kist Notes, all of which were accepted for payment.
Baker & McKenzie LLP and Morris, Nichols, Arsht & Tunnell, LLP are acting as legal counsel and Credit Suisse, Legacy Partners Group LLC and Lehman Brothers Inc. are acting as financial advisors to Pilgrim’s Pride. Innisfree M&A Incorporated is acting as information agent for Pilgrim’s Pride’s offer.
Pilgrim’s Pride Corporation
As a result of this transaction, Pilgrim’s Pride Corporation is the largest chicken producer in the United States and Puerto Rico and the second-largest producer and seller of chicken in Mexico. Pilgrim’s Pride employs approximately 56,500 people and operates 37 processing and 12 prepared-food facilities, with major operations in Texas, Alabama, Arkansas, Florida, Georgia, Kentucky, Louisiana, North Carolina, Pennsylvania, South Carolina, Tennessee, Virginia, West Virginia, Mexico and Puerto Rico as well as other facilities in Arizona, Iowa, Mississippi, Ohio and Utah.
Pilgrim’s Pride products are sold to foodservice, retail and frozen entree customers. The Company’s primary distribution is through retailers, foodservice distributors and restaurants throughout the United States and Puerto Rico and in the Northern and Central regions of Mexico. For more information, please visit http://www.pilgrimspride.com.
Forward-Looking Statements:
Statements contained in this press release that state the intentions, plans, hopes, beliefs, anticipations, expectations or predictions of the future of Pilgrim’s Pride Corporation and its management, including as to the expected benefits of the Gold Kist transaction, are forward-looking statements. It is important to note that the actual results could differ materially from those projected in such forward-looking statements. Factors that could cause actual results to differ materially from those projected in such forward-looking statements include: matters affecting the poultry industry generally, including fluctuations in the commodity prices of feed ingredients, chicken and turkey; additional outbreaks of avian influenza or other diseases, either in our own flocks or elsewhere, affecting our ability to conduct our operations and/or demand for our poultry products; contamination of our products, which has recently and can in the future lead to product liability claims and product recalls; exposure to risks related to product liability, product recalls, property damage and injuries to persons, for which insurance coverage is expensive, limited and potentially inadequate; changes in laws or regulations affecting our operations or the application thereof; competitive factors and pricing pressures or the loss of one or more of our largest customers; currency exchange rate fluctuations, trade barriers, exchange controls, expropriation and other risks associated with foreign operations; management of our cash resources, particularly in light of our leverage, and restrictions imposed by and as a result of, our leverage; inability to effectively integrate Gold Kist’s business or realize the associated cost savings and operating synergies currently anticipated; and the impact of uncertainties of litigation as well as other risks described under “Risk Factors” in our Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission. Pilgrim’s Pride Corporation undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Important Legal Information:
This press release is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities of Gold Kist. Any offers to purchase or solicitation of offers to sell Gold Kist shares will be made only pursuant to the tender offer statement (including the offer to purchase, the letter of transmittal and other offer documents) filed with the Securities and Exchange Commission (“SEC”) on September 29, 2006, as supplemented by the Supplement dated December 8, 2006. Gold Kist stockholders are advised to read these documents and any other documents relating to the tender offer that are filed with the SEC carefully and in their entirety because they contain important information. Gold Kist stockholders may obtain copies of these documents for free at the SEC’s website at www.sec.gov or by calling Innisfree M&A Incorporated, the Information Agent for the offer, at 877-687-1874 (toll free from the U.S. and Canada).
Contacts:
Joele Frank / Steve Frankel
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
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