8-K

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)

August 9, 2005

GOLD KIST INC.

(Exact name of registrant as specified in its charter)

Delaware	000-50925	20-1163666
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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 2.02. Results of Operations and Financial Condition.

Attached to this Current Report on Form 8-K as Exhibit 99.1 is a copy of a press release issued by Gold Kist Inc. correcting an inadvertent error contained in a previously issued press release regarding feed costs for the third quarter of fiscal 2005 compared to feed costs for the second quarter of fiscal 2005.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release dated August 9, 2005

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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: August 9, 2005

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EX-99.1

Exhibit 99.1

CORRECTING and REPLACING Gold Kist Inc. Reports Third Quarter 2005 Results

ATLANTA—(BUSINESS WIRE)—Aug. 9, 2005—In BW5194 issued Aug. 9, 2005: Fourth graph, first sentence of release should read: Average feed costs were lower for the third quarter of fiscal 2005 and the comparable quarter of fiscal 2004, but were higher versus the second quarter of fiscal 2005. (sted Average feed costs were lower for the third quarter of fiscal 2005 versus the second quarter of fiscal 2005 and the comparable quarter of fiscal 2004.) Also, a new graph was added at the end of the release referencing the Gold Kist webcast and conference call replay.

The corrected release reads:

GOLD KIST INC. REPORTS THIRD QUARTER 2005 RESULTS

Gold Kist Inc. (NASDAQ:GKIS) today reported financial results for the third quarter and nine months ended July 2, 2005. For the third fiscal quarter, net income declined 18 percent to $44.4 million, or $0.87 per diluted share, from net income of $54.1 million in the same quarter last year. Third quarter sales were $598.8 million, compared with $631.5 million for the year-earlier period.

For the first nine months of fiscal 2005, the Company reported net income of $87.3 million, or $1.72 per diluted share, down slightly from net income of $87.4 million for the same period in the prior year. Sales for the first nine months of fiscal 2005 declined 1 percent to $1.72 billion from $1.74 billion for the year-earlier period.

“Although sales and earnings were down for the quarter, we are still pleased with our results,” said John Bekkers, president and chief executive officer. “This quarter’s earnings are being compared to the same quarter last year when poultry prices were extraordinarily high. For this past quarter, the change in net sales was primarily due to a 13.9 percent decline in average broiler prices, partially offset by a 9.6 percent increase in broiler pounds produced and sold compared with the year-earlier quarter. Average broiler prices for the quarter ended July 2, 2005, were 1.8 percent higher than prices for the quarter ended April 2, 2005.

“Average feed costs were lower for the third quarter of fiscal 2005 and the comparable quarter of fiscal 2004, but were higher versus the second quarter of fiscal 2005. Total feed costs for the nine months ended July 2, 2005, were 9.8 percent lower than the nine months ended June 26, 2004. Average prices for corn and soybean meal for the first nine months of fiscal 2005 were down 16.0 percent and 15.5 percent, respectively, from the prior year-to-date period in 2004.

“I am particularly proud of the performance of our export division. They have built a strong international customer base and established our reputation as a world-class supplier of chicken products. Our export sales for the third quarter increased 34.1 percent to $38.2 million. The increase in our export revenues has resulted from strong demand from all markets, especially Russia and China, and from a dramatic rise in prices for dark meat products.

“We continue to emphasize our private label strategy and remain the top private label supplier in the U.S. market. We are

strengthening our customer base in all market segments by providing innovative new products and package design,” Bekkers concluded.

Gold Kist Inc. will hold a conference call today, August 9, 2005, at 11 a.m. Eastern time to discuss financial and operational results for the third fiscal quarter and nine months ended July 2, 2005, and other matters related to the company. Investors will have the opportunity to listen to a live Internet broadcast of the conference call through the Company’s Web site at www.goldkist.com or through www.earnings.com. To listen to the live call, please go to the Web site at least 15 minutes early to register and download and install any necessary audio software. For those who cannot listen to the live broadcast, an Internet replay will be available shortly after the call. If Internet access is unavailable, you may listen to the live call by telephone by dialing (800) 289-0518. The confirmation number for this call is 2457950.

This news release contains “forward-looking statements” as defined in the federal securities laws regarding Gold Kist’s beliefs, anticipations, expectations or predictions of the future, including statements relating to our plans to reduce the impact of industry volatility on our results by increasing our value-added products as a percentage of sales, improving our cost structure, and growing our private-label business. These forward-looking statements involve a number of risks and uncertainties. Among the important factors that could cause actual results to differ materially from those indicated in such forward-looking statements include uncertainties relating to fluctuations in the cost and availability of raw materials, such as feed ingredients; changes in the availability and relative costs of labor and contract growers; market conditions for value-added and other finished products, including competitive factors and the supply and pricing of alternative meat proteins; effectiveness of our sales and marketing programs; disease outbreaks affecting broiler production and/or marketability of our products; effectiveness of our capital expenditures and other cost-savings measures; contamination of products, which can lead to product liability and product recalls; access to foreign markets together with foreign economic conditions; acquisition activities and the effect of completed acquisitions; pending or future litigation; the ability to obtain additional financing or make payments on our debt; regulatory developments, industry conditions and market conditions; and general economic conditions; as well as other risks described under “Risk Factors” in our Quarterly Report on Form 10-Q for the third fiscal quarter ended July 2, 2005 and subsequent filings with the Securities and Exchange Commission. Gold Kist undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

About Gold Kist

Gold Kist is the third largest integrated chicken company in the United States, accounting for more than 9 percent of chicken produced in the United States in 2004. Gold Kist operates a fully-integrated chicken production, processing and marketing business. Gold Kist’s production operations include nine divisions located in Alabama, Florida, Georgia, North Carolina and South Carolina. For more information, visit the company’s web site at www.goldkist.com.

GOLD KIST INC.

CONSOLIDATED BALANCE SHEETS

(Dollar Amounts, Except Per Share Amounts, in Thousands)

(Unaudited)

	October 2, 2004		July 2, 2005
ASSETS
Current assets:
Cash and cash equivalents	$	175,289	$	196,996
Receivables, net		115,015		119,388
Inventories		238,892		229,438
Deferred income taxes, net		15,732		18,472
Other current assets		38,577		29,689
Total current assets		583,505		593,983
Investments		13,072		12,817
Property, plant and equipment, net		247,398		277,803
Deferred income taxes, net		13,215		12,641
Other assets		65,652		50,914
	$	922,842	$	948,158

LIABILITIES AND EQUITY
Current liabilities:
Notes payable and current maturities of long-term debt	$	20,875		$	10,119
Accounts payable		84,121			78,918
Accrued compensation and related expenses		42,556			37,483
Income taxes payable		8,583			38,053
Other current liabilities		79,466			73,339
Total current liabilities		235,601			237,912
Long-term debt, less current maturities		281,408			197,594
Accrued pension costs		37,387			21,867
Accrued postretirement benefit costs		6,760			4,199
Other liabilities		44,138			42,439
Total liabilities		605,294			504,011
Patrons’ and other equity/stockholders’ equity:
Preferred stock		—			—
Common stock		2			515
Additional paid-in capital		—			398,792
Patronage reserves		232,569			—
Accumulated other comprehensive loss		(42,318	)		(42,160	)
Retained earnings		127,295			87,275
Common stock held in treasury		—			(275	)
Total patrons’ and other equity/ stockholders’ equity		317,548			444,147
	$	922,842		$	948,158

GOLD KIST INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in Thousands, Except Per Share Amounts)

(Unaudited)

	Three Months Ended						Nine Months Ended
	June 26, 2004			July 2, 2005			June 26, 2004			July 2, 2005
Net sales	$	631,524		$	598,835		$	1,744,040		$	1,721,602
Cost of sales		496,552			497,040			1,445,397			1,478,716
Gross profits		134,972			101,795			298,643			242,886
Distribution, administrative and general expenses (including $1.1 million and $8.9 million of share-based compensation expense for the three and nine months ended July 2, 2005, respectively)		28,278			28,852			84,501			86,894
Pension plan settlement loss		380			—			10,288			—
Conversion expenses		—			—			—			1,418
Net operating income		106,314			72,943			203,854			154,574
Other income (expenses):
Interest and dividend income		489			1,106			1,377			3,821
Interest expense		(7,989	)		(5,063	)		(21,746	)		(18,366	)
Senior debt pre-payment interest and pro-rata write-off of related fees and discount		—			—			(6,341	)		(10,016	)
Loss on investment		(38,878	)		—			(57,364	)		—
Miscellaneous, net		(3,477	)		1,164			(2,300	)		4,150
Total other expenses, net		(49,855	)		(2,793	)		(86,374	)		(20,411	)
Income before income taxes		56,459			70,150			117,480			134,163
Income tax expense		2,317			25,737			30,071			46,888
Net income	$	54,142		$	44,413		$	87,409		$	87,275
Net income per common share:
Basic	$	—		$	0.89		$	—		$	1.75
Diluted	$	—		$	0.87		$	—		$	1.72
Weighted average common shares outstanding:
Basic		—			49,972			—			49,972
Diluted		—			50,807			—			50,630

For a further discussion of feed costs and the Company’s financial results, please access the replay of the Company’s webcast or conference call. An online replay of the Gold Kist webcast is currently available. Links to this event may be found at the investor relations section of the Company’s Web site, www.goldkist.com, and from www.earnings.com. A telephonic playback is currently available and will continue for 30 days. For the playback, please dial (888) 203-1112, confirmation code 2457950.

CONTACT:	Gold Kist Inc. Karla Harvill, 770-393-5091 Website: www.goldkist.com
SOURCE:	Gold Kirst Inc.