KEEBLER CORP
8-K, 1997-11-20
COOKIES & CRACKERS
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                                  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: NOVEMBER 20, 1997


                              --------------------


                               KEEBLER CORPORATION
             (Exact name of Registrant as specified in its charter)


        DELAWARE                      NO. 333-8379             36-1894790
(State or other jurisdiction of       (Commission           (I.R.S. Employer
incorporation or organization)        file number)         Identification No.)


                       677 LARCH AVE., ELMHURST, IL 60126
                    (Address of principal executive offices)

                                  630-833-2900
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE.
              (Former name, former address and former fiscal year,
                          if changed since last report)


                              --------------------

<PAGE>

ITEM 5.  OTHER EVENTS.

Keebler  Corporation  (the  Company)  announced  that on  November  20, 1997 the
Company merged with its holding  company,  INFLO Holdings  Corporation  (INFLO),
with the Company being the surviving corporation. The merger does not affect the
ultimate equity ownership of the Company in any respect. The directors of INFLO,
Robert P. Crozer,  Raymond Debbane,  Sacha Lainovic,  Amos R. McMullian,  Sam K.
Reed,  Christopher J. Sobecki,  and C. Martin Wood, III are the directors of the
surviving corporation, which retains the name Keebler Corporation. The merger is
being done in  connection  with the Company  repurchasing  a $32.5  million note
originally issued to United Biscuits (Netherlands) B.V., which note was incurred
in connection with the Company's  acquisition of the Keebler business in January
1996.

<PAGE>

                                   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, thereunto duly authorized.

                                      KEEBLER CORPORATION


                  By:                   /S/ SAM K. REED
                       ---------------------------------------------------------
                                            Sam K. Reed
                              President and Chief Executive Officer

                       Date:  November 20, 1997


                  By:                   /S/ E. NICHOL MCCULLY
                       ---------------------------------------------------------
                                            E. Nichol McCully
                              Sr. Vice President and Chief Financial Officer

                       Date: November 20, 1997


                  By:                   /S/ JAMES T. SPEAR
                       ---------------------------------------------------------
                                            James T. Spear
                            Vice President Finance and Corporate Controller
                                       Chief Accounting Officer

                       Date: November 20, 1997



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