UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
September 26, 2005
GOLD KIST INC.
(Exact name of registrant as specified in its charter)
Delaware 000-50925 20-1163666
(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
244 Perimeter Center Parkway, N.E., Atlanta, Georgia 30346
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(770) 393-5000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
__Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
__Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
__Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
__Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.02. Termination of a Material Definitive Agreement.
On September 26, 2005, Gold Kist Inc. ("Gold Kist") repaid in full all
of its outstanding obligations under (i) the Second Consolidated, Amended and
Restated Note Agreement, dated as of September 27, 2002, as amended (as so
amended, the "Prudential Agreement"), among Gold Kist, The Prudential
Insurance Company of America and the Gateway Recovery Trust and (ii) the
First Amended and Restated Credit Agreement, as amended (as so amended, the
"CoBank Agreement"), dated as of January 29, 2003, by and among Gold Kist and
CoBank, ACB, as lender. In connection with such repayment of indebtedness,
Gold Kist terminated the Prudential Agreement and the CoBank Agreement.
The repayment amounts totaled approximately $35.3 million of principal,
accrued interest and fees ($19.1 million of principal under the Series B
Notes and $15.9 million of principal under the Series C Notes) and
approximately $4.4 million of prepayment penalties under the Prudential
Agreement and approximately $27.0 million of principal, accrued interest and
fees and approximately $1.7 million of prepayment penalties under the CoBank
Agreement. The payments were made by Gold Kist out of cash from operations.
Prudential Agreement
The Series B Notes and the Series C Notes under the Prudential
Agreement bore interest at rates of 8.75% and 9.00%, respectively, as of July
2, 2005, and were scheduled to mature in May 2010 with required aggregate
annual principal repayments of $5.0 million. The Prudential Agreement
contained customary financial and other covenants similar to those contained
in Gold Kist's existing senior credit facilities, which facilities will
continue to be in effect after the repayment of the Prudential and CoBank
indebtedness. The Prudential Agreement included covenants that restricted,
subject to specified exceptions, dividends and certain other restricted
payments; the incurrence of additional indebtedness and other obligations and
the granting of additional liens; loans; extension of credit and guarantees;
mergers, acquisitions, investments, and disposition of assets or stock;
capital expenditures; and excess cash flow. There were also covenants
relating to compliance with certain laws, payments of taxes, maintenance of
insurance and financial reporting.
The Prudential Agreement also contained customary events of default
similar to those contained in Gold Kist's existing senior credit facilities
including, subject to grace periods and notice provisions in certain
circumstances, non-payment of principal, interest or fees; default under or
acceleration of certain other indebtedness; material inaccuracy of any
representation or warranty; violation of covenants; bankruptcy and insolvency
events; certain impairments of collateral; fraudulent conveyance; certain
judgments and other liabilities; certain ERISA violations; changes of
control; and certain management changes. Indebtedness under the Prudential
Agreement was secured by substantially all of Gold Kist's inventories,
receivables and property, plant and equipment.
CoBank Agreement
Indebtedness under the CoBank Agreement bore interest at a rate of
8.41% as of July 2, 2005 and was scheduled to mature on December 1, 2012,
with required semi-annual principal repayments in the amount of $1.8 million.
The CoBank Agreement contained customary financial and other covenants and
customary events of default similar to those described above with respect to
the Prudential Agreement and similar to those contained in our existing
senior credit facilities. Indebtedness under the CoBank Agreement was secured
by substantially all of Gold Kist's inventories, receivables and property,
plant and equipment.
The foregoing description of the terms of the Prudential and CoBank
Agreements are qualified by reference to the descriptions of such Agreements
contained in Gold Kist's Registration Statement on Form S-1 (Registration No.
333-116067), and the Prudential and CoBank Agreements and amendments thereto
filed with the Securities and Exchange Commission, all of which are
incorporated by reference herein.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GOLD KIST INC.
/s/ Stephen O. West
Stephen O. West
Chief Financial Officer and
Vice President
Date: September 26, 2005
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