SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement under
Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 3)
GOLD KIST INC.
(Name of Subject Company)
GOLD KIST INC.
(Name of Person(s) Filing Statement)
Common Stock, $0.01 par value
(Title of Class of Securities)
380614107
(CUSIP Number of Class of Securities)
John Bekkers
Chief Executive Officer
Gold Kist Inc.
244 Perimeter Center Parkway, N.E. Atlanta, GA 30346
Telephone: (770) 393-5000
(Name, Address, and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
With Copies to:
Dennis O. Garris
W. Scott Ortwein
Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309
(404) 881-7000
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Purpose of the Amendment
The purpose of this amendment is to amend Item 8 – Additional information under the heading “Litigation Matters” and Item 9 – Exhibits by adding new exhibits (a)(12) and (a)(13) and revising the Exhibit Index accordingly.
| ITEM 8. | ADDITIONAL INFORMATION. |
Item 8 is hereby amended by adding the following as a new paragraph under the heading entitled “Litigation Matters.”
On October 23, 2006, Gold Kist filed in the United States District Court for the Northern District of Georgia a Motion for Preliminary Injunction in the case entitledGold Kist Inc. v. Pilgrim’s Pride Corporation, et al. Case No. 1:06-CV-2441-JECand an accompanying Memorandum of Law in Support of Gold Kist’s Motion for Preliminary Injunction. A copy of both the Motion for Preliminary Injunction and the Memorandum of Law in Support of Gold Kist’s Motion for Preliminary Injunction have been filed as Exhibits (a)(12) and (a)(13), respectively.
| ITEM 9. | EXHIBITS. |
Exhibit No. | Document | |
*(a)(1) | Press Release dated October 12, 2006—Gold Kist Board Response to Offer | |
*(a)(2) | Letter to Stockholders dated October 12, 2006 | |
*(a)(3) | Excerpts from 2006 Proxy Statement filed with the SEC on December 15, 2005 | |
*(a)(4) | Complaint filed October 12, 2006—Gold Kist Inc., v. Pilgrim’s Pride Corporation, et al. | |
*(a)(5) | Press Release dated October 12, 2006—Gold Kist Board Response to Debt Tender Offer | |
*(a)(6) | Letter to Suppliers dated October 12, 2006 | |
*(a)(7) | Letter to Producers dated October 12, 2006 | |
*(a)(8) | Email to Employees sent on October 12, 2006 | |
*(a)(9) | Email to Customers sent on October 12, 2006 | |
*(a)(10) | Press Release dated October 17, 2006—Gold Kist Lawsuit Against Pilgrim’s Pride Corporation’s Board Nominees Unaffected by Early Termination of Hart-Scott-Rodino Waiting Period | |
*(a)(11) | Letter to Producers dated October 20, 2006 | |
(a)(12) | Motion for Preliminary Injunction in lawsuit entitledGold Kist Inc. v. Pilgrim’s Pride Corporation et al. Case No: 1:06-CV-2441-JEC | |
(a)(13) | Memorandum of Law in Support of Motion for Preliminary Injunction in lawsuit entitledGold Kist Inc. v. Pilgrim’s Pride Corporation et al. Case No: 1:06-CV-2441-JEC | |
*Previously filed as an exhibit to Gold Kist’s Schedule 14D-9 filed with the SEC on October 12, 2006, Schedule 14D-9/A filed on October 17, 2006, and Schedule 14D-9/A filed on October 20, 2006.
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SIGNATURE
After reasonable 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: October 23, 2006
| GOLD KIST INC. | ||
| By: | /s/ John Bekkers | |
| (President and Chief Executive Officer) | ||
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