Gold Kist Board Rejects Pilgrim Pride's Offer As Inadequate

  
    
  
  
    
      Gold Kist Inc. (NASDAQ:GKIS) today announced that its Board of Directors 
      has rejected as inadequate Pilgrim’s Pride 
      Corporation’s (NYSE:PPC) unsolicited tender 
      offer to acquire all outstanding shares of common stock of Gold Kist at 
      a price of $20.00 per share, and strongly recommends that its 
      stockholders not tender their shares. The basis for the Board’s 
      unanimous decision is set forth in the attached letter to stockholders 
      and Gold Kist’s Schedule 14D-9 filed today 
      with the Securities and Exchange Commission.
    
    
      After careful consideration, the Board of Directors reached its decision 
      that the tender offer is not in the best interests of stockholders. The 
      Board consulted with its financial and legal advisors and its Special 
      Committee of independent directors. As previously stated, the Board and 
      the Special Committee remain committed to the continuing enhancement and 
      execution of the Company’s strategic business 
      plan, as well as exploration of potential alternatives to maximize 
      stockholder value.
    
    
      “Our Board unanimously determined that the 
      offer is inadequate and does not fully reflect the value of Gold Kist, 
      including the Company’s strong market 
      position and future growth prospects,” said 
      John Bekkers, Gold Kist President and CEO. “We 
      have successfully positioned ourselves to take advantage of attractive 
      growth opportunities in key markets and are confident in our prospects.”
    
    
      A.D. Frazier, Jr., Chairman of the Board of Directors and member of the 
      Special Committee, said, “Following a 
      detailed and disciplined process the Board concluded that Gold Kist and 
      its stockholders are poised to begin benefiting from the significant 
      investments made during the past few years under our current business 
      plan. We are also in the process of actively exploring strategic 
      alternatives, which may lead to valuations greater than the $20 per 
      share offered by Pilgrim’s. Consequently, the 
      Board, with advice from its financial advisors, believes that the offer 
      is inconsistent with our goal of maximizing stockholder value. We can 
      better serve our stockholders, customers and employees by continuing to 
      execute our strategic business plan and by continuing to actively 
      explore strategic alternatives.”
    
    
      In arriving at its decision, the Board of Directors and the Special 
      Committee considered numerous factors, including not but limited to the 
      following:
    
    
      
        Pilgrim’s offer is inadequate, does not 
        fully reflect the stand-alone value of Gold Kist, including its strong 
        market position and its future growth prospects, and was made at a 
        time when Gold Kist’s stock price was 
        temporarily depressed following a recent cyclical downturn in the 
        industry.
      
      
        The offer values Gold Kist at a price below recent trading levels.
      
      
        The Board of Directors believes the Company’s 
        strategic plan will yield greater stockholder value than the offer and 
        that the current management and Board structure of Gold Kist are built 
        upon sound corporate governance principles. The Board also believes 
        that current management and Board of Directors are uniquely situated 
        to execute the Company’s long-term plan and 
        deliver maximum value to Gold Kist stockholders.
      
      
        The Board is committed to continuing to explore alternatives to 
        maximize stockholder value.
      
      
        The offer is subject to numerous conditions, which result in 
        significant uncertainty that the offer will be consummated.
      
    
    
      “The Board also believes that Pilgrim’s 
      recognizes the attractiveness of Gold Kist’s 
      current market positioning and post-2006 growth prospects and has 
      opportunistically timed the offer to acquire Gold Kist before these 
      factors are fully reflected in Gold Kist’s 
      stock price,” said Bekkers.
    
    
      The Board will continue to work with its financial advisors, Merrill 
      Lynch & Co. and Gleacher Partners LLC, to explore potential alternatives 
      to maximize stockholder value. The Board and management will continue to 
      faithfully discharge their duties to its stockholders.
    
    
      In addition, Gold Kist announced today that it has filed a lawsuit in 
      federal court in the Northern District of Georgia seeking to enjoin 
      Pilgrim’s from proceeding with its unlawful 
      solicitation of Gold Kist stockholders to add its own officers to the 
      Board of Directors of Gold Kist. The lawsuit alleges that Pilgrim’s 
      attempt to add nine of its own officers to the Board of Directors of 
      Gold Kist would, if successful, violate Section 8 of the Clayton Act, 
      which prohibits officers and directors of companies of a certain size 
      from sitting on the board of directors of a competitor. The lawsuit 
      seeks to enjoin Pilgrim’s efforts to elect 
      its nominees in violation of the Clayton Act. The lawsuit also alleges 
      violations of the Securities and Exchange Commission’s 
      proxy and tender offer rules by Pilgrim’s for 
      failing to disclose to our stockholders that the election of the Pilgrim’s 
      nominees would violate the Clayton Act. The complaint has been filed as 
      an exhibit to the Company’s Schedule 14D-9.
    
    
      The Gold Kist Board believes that it is critical that its stockholders 
      receive full and fair disclosure about Pilgrim’s 
      tender offer and believes that the election of its directors should be 
      in compliance with the law. Gold Kist filed the lawsuit today to protect 
      the rights of its stockholders to full and accurate disclosure regarding 
      Pilgrim’s tender offer and to protect the 
      integrity of the director election process.
    
    
      Alston & Bird LLP and Richards, Layton & Finger P.A. are serving as 
      outside legal counsel to Gold Kist.
    
    
      We will file a proxy statement in connection with our 2007 annual 
      meeting of stockholders. Our stockholders are strongly advised to read 
      the proxy statement when it becomes available, as it will contain 
      important information. Stockholders will be able to obtain the proxy 
      statement, any amendments or supplements to the proxy statement and 
      other documents filed by the Company with the Securities and Exchange 
      Commission for free at the Internet website maintained by the Securities 
      and Exchange Commission at www.sec.gov. 
      Copies of the proxy statement and any amendments and supplements to the 
      proxy statement will also be available for free at the Company's 
      Internet website at www.goldkist.com 
      or by writing to Gold Kist Inc., Attn: Investor Relations, 244 Perimeter 
      Center Parkway, N.E., Atlanta, Georgia 30346. In addition, copies of 
      Gold Kist’s proxy materials may be requested 
      by contacting our proxy solicitor, MacKenzie Partners, Inc. at (800) 322 
      2885 toll-free or by email at [e-mail]. 
      Detailed information regarding the names, affiliations and interests of 
      individuals who may be deemed participants in the solicitation of 
      proxies of Gold Kist Inc. stockholders is available on Schedule 14A 
      filed with the Securities and Exchange Commission on August 21, 2006.
    
    
      Forward Looking Statements
    
    
      This press 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 market conditions, the Company’s 
      ability to take advantage of growth opportunities and benefits 
      associated with investments made pursuant to the Company’s 
      long-term strategic plan and potential strategic alternatives. 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 market conditions for finished and value-added 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, demand and/or 
      marketability of our products; uncertainties relating to fluctuations in 
      the cost and availability of raw materials, such as feed ingredients; 
      risks associated with effectively executing risk management activities; 
      changes in the availability and relative costs of labor and contract 
      growers; 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 Annual Report on Form 10-K 
      for the fiscal year ended October 1, 2005, and subsequently filed 
      Quarterly Reports on Form 10-Q. 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.
    
    October 12, 2006

Dear Fellow Stockholders,

    As you know, on September 29, 2006, Pilgrim's Pride Corporation
commenced an unsolicited cash offer for all the outstanding shares of
Gold Kist at $20.00 per common share, subject to numerous conditions.

    You should understand that your Board of Directors takes its
fiduciary duty to act in the best interests of Gold Kist and its
stockholders very seriously and is committed to enhancing stockholder
value. After careful consideration, including a thorough review of the
offer with independent financial and legal advisors, your Board of
Directors unanimously determined that the Pilgrim's offer is
inadequate and not in the best interests of Gold Kist stockholders.

    Your Board of Directors unanimously recommends that you reject the
Pilgrim's Pride offer and not tender your shares.

    The factors relied upon by the Gold Kist Board in making its
recommendation include the following:

    -- Pilgrim's offer does not fully reflect the stand-alone value of
       Gold Kist, including its strong market position and its future
       growth prospects, and was made at a time when Gold Kist's stock
       price was temporarily depressed following a recent cyclical
       downturn in the industry;

    -- The offer values Gold Kist stock at a price generally below
       recent trading levels;

    -- The Board of Directors believes that market conditions will
       continue to improve;

    -- The offer is subject to numerous conditions, which results in
       significant uncertainty that the offer will be consummated.
       These conditions include:

           -- the election of Pilgrim's nominees to Gold Kist's Board
              of Directors, which we believe is a violation of the
              federal antitrust laws;

           -- Pilgrim's borrowing adequate funds to consummate the
              offer;

           -- a minimum number of shares having been tendered in the
              offer;

           -- Gold Kist's Board of Directors taking action to revoke
              Gold Kist's stockholder rights plan;

           -- Gold Kist's Board of Directors taking action to approve
              the offer for purposes of Section 203 of the Delaware
              General Corporation Law;

           -- no material adverse change in Gold Kist's business or
              other unusual events;

           -- the expiration of the waiting period under the
              Hart-Scott-Rodino Antitrust Improvements Act of 1976;
              and

           -- no pending litigation challenging the offer;

    -- The Board of Directors believes the Company's strategic plan
       will yield greater stockholder value than the Offer and that
       the current management and Board structure of Gold Kist are
       built upon sound corporate governance principles. The Board
       believes current management and the Board are uniquely situated
       to execute the Company's long-term plan and deliver maximum
       value to Gold Kist stockholders;

    -- The election of Pilgrim's nominees to the Board, upon which the
       offer is conditioned, would violate Section 8 of the Clayton
       Act, which prohibits officers and directors of companies of a
       certain size from sitting on the board of directors of a
       competitor; and

    -- The Board is committed to continuing to explore alternatives to
       maximize stockholder value and has formed a special committee
       to explore strategic plans and potential alternatives to
       maximize value.

    A complete discussion of these and the other significant factors
contributing to the Board of Directors' recommendation are described
in the enclosed Schedule 14D-9. We urge you to read the Schedule 14D-9
carefully and in its entirety so that you will be fully informed as to
the Board of Directors' recommendation.

    Gold Kist has filed a lawsuit in federal court seeking to enjoin
Pilgrim's from proceeding with its unlawful solicitation of Gold Kist
stockholders to add its own officers to the Board of Directors of Gold
Kist. The lawsuit alleges that Pilgrim's attempt to add nine of its
own officers to the Board of Directors of Gold Kist would, if
successful, violate Section 8 of the Clayton Act. The lawsuit seeks a
preliminary and permanent injunction from Pilgrim's efforts to elect
its nominees in violation of the Clayton Act. The lawsuit also alleges
violations of the Securities and Exchange Commission's proxy and
tender offer rules by Pilgrim's for failing to disclose to our
stockholders that the election of the Pilgrim's nominees would violate
the Clayton Act. The complaint has been filed as an exhibit to the
Company's Schedule 14D-9.

We greatly appreciate your continued support and encouragement.

Sincerely,

            John Bekkers                         A.D. Frazier, Jr.
President and Chief Executive Officer          Chairman of the Board
    
    
    
      About Gold Kist
    
    
      Gold Kist is the third largest chicken company in the United States, 
      accounting for more than nine percent of chicken produced in the United 
      States in 2005. Gold Kist operates a fully-integrated chicken production 
      business that includes live production, processing, marketing and 
      distribution. Gold Kist’s operations include 
      nine divisions located in Alabama, Florida, Georgia, North Carolina and 
      South Carolina. For more information, visit the company’s 
      Web site at http://www.goldkist.com.
    
  
Gold Kist Inc. (NASDAQ:GKIS) today announced that its Board of
Directors has rejected as inadequate Pilgrim's Pride Corporation's
(NYSE:PPC) unsolicited tender offer to acquire all outstanding shares
of common stock of Gold Kist at a price of $20.00 per share, and
strongly recommends that its stockholders not tender their shares. The
basis for the Board's unanimous decision is set forth in the attached
letter to stockholders and Gold Kist's Schedule 14D-9 filed today with
the Securities and Exchange Commission.

   After careful consideration, the Board of Directors reached its
decision that the tender offer is not in the best interests of
stockholders. The Board consulted with its financial and legal
advisors and its Special Committee of independent directors. As
previously stated, the Board and the Special Committee remain
committed to the continuing enhancement and execution of the Company's
strategic business plan, as well as exploration of potential
alternatives to maximize stockholder value.

   "Our Board unanimously determined that the offer is inadequate and
does not fully reflect the value of Gold Kist, including the Company's
strong market position and future growth prospects," said John
Bekkers, Gold Kist President and CEO. "We have successfully positioned
ourselves to take advantage of attractive growth opportunities in key
markets and are confident in our prospects."

   A.D. Frazier, Jr., Chairman of the Board of Directors and member
of the Special Committee, said, "Following a detailed and disciplined
process the Board concluded that Gold Kist and its stockholders are
poised to begin benefiting from the significant investments made
during the past few years under our current business plan. We are also
in the process of actively exploring strategic alternatives, which may
lead to valuations greater than the $20 per share offered by
Pilgrim's. Consequently, the Board, with advice from its financial
advisors, believes that the offer is inconsistent with our goal of
maximizing stockholder value. We can better serve our stockholders,
customers and employees by continuing to execute our strategic
business plan and by continuing to actively explore strategic
alternatives."

   In arriving at its decision, the Board of Directors and the
Special Committee considered numerous factors, including not but
limited to the following:

   --  Pilgrim's offer is inadequate, does not fully reflect the
        stand-alone value of Gold Kist, including its strong market
        position and its future growth prospects, and was made at a
        time when Gold Kist's stock price was temporarily depressed
        following a recent cyclical downturn in the industry.

   --  The offer values Gold Kist at a price below recent trading
        levels.

   --  The Board of Directors believes the Company's strategic plan
        will yield greater stockholder value than the offer and that
        the current management and Board structure of Gold Kist are
        built upon sound corporate governance principles. The Board
        also believes that current management and Board of Directors
        are uniquely situated to execute the Company's long-term plan
        and deliver maximum value to Gold Kist stockholders.

   --  The Board is committed to continuing to explore alternatives
        to maximize stockholder value.

   --  The offer is subject to numerous conditions, which result in
        significant uncertainty that the offer will be consummated.

   "The Board also believes that Pilgrim's recognizes the
attractiveness of Gold Kist's current market positioning and post-2006
growth prospects and has opportunistically timed the offer to acquire
Gold Kist before these factors are fully reflected in Gold Kist's
stock price," said Bekkers.

   The Board will continue to work with its financial advisors,
Merrill Lynch & Co. and Gleacher Partners LLC, to explore potential
alternatives to maximize stockholder value. The Board and management
will continue to faithfully discharge their duties to its
stockholders.

   In addition, Gold Kist announced today that it has filed a lawsuit
in federal court in the Northern District of Georgia seeking to enjoin
Pilgrim's from proceeding with its unlawful solicitation of Gold Kist
stockholders to add its own officers to the Board of Directors of Gold
Kist. The lawsuit alleges that Pilgrim's attempt to add nine of its
own officers to the Board of Directors of Gold Kist would, if
successful, violate Section 8 of the Clayton Act, which prohibits
officers and directors of companies of a certain size from sitting on
the board of directors of a competitor. The lawsuit seeks to enjoin
Pilgrim's efforts to elect its nominees in violation of the Clayton
Act. The lawsuit also alleges violations of the Securities and
Exchange Commission's proxy and tender offer rules by Pilgrim's for
failing to disclose to our stockholders that the election of the
Pilgrim's nominees would violate the Clayton Act. The complaint has
been filed as an exhibit to the Company's Schedule 14D-9.

   The Gold Kist Board believes that it is critical that its
stockholders receive full and fair disclosure about Pilgrim's tender
offer and believes that the election of its directors should be in
compliance with the law. Gold Kist filed the lawsuit today to protect
the rights of its stockholders to full and accurate disclosure
regarding Pilgrim's tender offer and to protect the integrity of the
director election process.

   Alston & Bird LLP and Richards, Layton & Finger P.A. are serving
as outside legal counsel to Gold Kist.

   We will file a proxy statement in connection with our 2007 annual
meeting of stockholders. Our stockholders are strongly advised to read
the proxy statement when it becomes available, as it will contain
important information. Stockholders will be able to obtain the proxy
statement, any amendments or supplements to the proxy statement and
other documents filed by the Company with the Securities and Exchange
Commission for free at the Internet website maintained by the
Securities and Exchange Commission at www.sec.gov. Copies of the proxy
statement and any amendments and supplements to the proxy statement
will also be available for free at the Company's Internet website at
www.goldkist.com or by writing to Gold Kist Inc., Attn: Investor
Relations, 244 Perimeter Center Parkway, N.E., Atlanta, Georgia 30346.
In addition, copies of Gold Kist's proxy materials may be requested by
contacting our proxy solicitor, MacKenzie Partners, Inc. at (800) 322
2885 toll-free or by email at [e-mail]. Detailed
information regarding the names, affiliations and interests of
individuals who may be deemed participants in the solicitation of
proxies of Gold Kist Inc. stockholders is available on Schedule 14A
filed with the Securities and Exchange Commission on August 21, 2006.

   Forward Looking Statements

   This press 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 market conditions, the Company's ability to
take advantage of growth opportunities and benefits associated with
investments made pursuant to the Company's long-term strategic plan
and potential strategic alternatives. 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 market
conditions for finished and value-added 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, demand and/or marketability of our
products; uncertainties relating to fluctuations in the cost and
availability of raw materials, such as feed ingredients; risks
associated with effectively executing risk management activities;
changes in the availability and relative costs of labor and contract
growers; 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 Annual Report on Form 10-K for
the fiscal year ended October 1, 2005, and subsequently filed
Quarterly Reports on Form 10-Q. 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.

-0-
*T
October 12, 2006

Dear Fellow Stockholders,

    As you know, on September 29, 2006, Pilgrim's Pride Corporation
commenced an unsolicited cash offer for all the outstanding shares of
Gold Kist at $20.00 per common share, subject to numerous conditions.

    You should understand that your Board of Directors takes its
fiduciary duty to act in the best interests of Gold Kist and its
stockholders very seriously and is committed to enhancing stockholder
value. After careful consideration, including a thorough review of the
offer with independent financial and legal advisors, your Board of
Directors unanimously determined that the Pilgrim's offer is
inadequate and not in the best interests of Gold Kist stockholders.

    Your Board of Directors unanimously recommends that you reject the
Pilgrim's Pride offer and not tender your shares.

    The factors relied upon by the Gold Kist Board in making its
recommendation include the following:

    -- Pilgrim's offer does not fully reflect the stand-alone value of
       Gold Kist, including its strong market position and its future
       growth prospects, and was made at a time when Gold Kist's stock
       price was temporarily depressed following a recent cyclical
       downturn in the industry;

    -- The offer values Gold Kist stock at a price generally below
       recent trading levels;

    -- The Board of Directors believes that market conditions will
       continue to improve;

    -- The offer is subject to numerous conditions, which results in
       significant uncertainty that the offer will be consummated.
       These conditions include:

           -- the election of Pilgrim's nominees to Gold Kist's Board
              of Directors, which we believe is a violation of the
              federal antitrust laws;

           -- Pilgrim's borrowing adequate funds to consummate the
              offer;

           -- a minimum number of shares having been tendered in the
              offer;

           -- Gold Kist's Board of Directors taking action to revoke
              Gold Kist's stockholder rights plan;

           -- Gold Kist's Board of Directors taking action to approve
              the offer for purposes of Section 203 of the Delaware
              General Corporation Law;

           -- no material adverse change in Gold Kist's business or
              other unusual events;

           -- the expiration of the waiting period under the
              Hart-Scott-Rodino Antitrust Improvements Act of 1976;
              and

           -- no pending litigation challenging the offer;

    -- The Board of Directors believes the Company's strategic plan
       will yield greater stockholder value than the Offer and that
       the current management and Board structure of Gold Kist are
       built upon sound corporate governance principles. The Board
       believes current management and the Board are uniquely situated
       to execute the Company's long-term plan and deliver maximum
       value to Gold Kist stockholders;

    -- The election of Pilgrim's nominees to the Board, upon which the
       offer is conditioned, would violate Section 8 of the Clayton
       Act, which prohibits officers and directors of companies of a
       certain size from sitting on the board of directors of a
       competitor; and

    -- The Board is committed to continuing to explore alternatives to
       maximize stockholder value and has formed a special committee
       to explore strategic plans and potential alternatives to
       maximize value.

    A complete discussion of these and the other significant factors
contributing to the Board of Directors' recommendation are described
in the enclosed Schedule 14D-9. We urge you to read the Schedule 14D-9
carefully and in its entirety so that you will be fully informed as to
the Board of Directors' recommendation.

    Gold Kist has filed a lawsuit in federal court seeking to enjoin
Pilgrim's from proceeding with its unlawful solicitation of Gold Kist
stockholders to add its own officers to the Board of Directors of Gold
Kist. The lawsuit alleges that Pilgrim's attempt to add nine of its
own officers to the Board of Directors of Gold Kist would, if
successful, violate Section 8 of the Clayton Act. The lawsuit seeks a
preliminary and permanent injunction from Pilgrim's efforts to elect
its nominees in violation of the Clayton Act. The lawsuit also alleges
violations of the Securities and Exchange Commission's proxy and
tender offer rules by Pilgrim's for failing to disclose to our
stockholders that the election of the Pilgrim's nominees would violate
the Clayton Act. The complaint has been filed as an exhibit to the
Company's Schedule 14D-9.

We greatly appreciate your continued support and encouragement.

Sincerely,

            John Bekkers                         A.D. Frazier, Jr.
President and Chief Executive Officer          Chairman of the Board
*T

   About Gold Kist

   Gold Kist is the third largest chicken company in the United
States, accounting for more than nine percent of chicken produced in
the United States in 2005. Gold Kist operates a fully-integrated
chicken production business that includes live production, processing,
marketing and distribution. Gold Kist's operations include nine
divisions located in Alabama, Florida, Georgia, North Carolina and
South Carolina. For more information, visit the company's Web site at
http://www.goldkist.com.