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 14, 2000
(Date of earliest event reported October 26, 2000)
KEEBLER FOODS COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 001-13705 36-3839556
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
677 LARCH AVENUE, ELMHURST, ILLINOIS 60126
(Address of principal executive offices)
(630) 833-2900
(Registrant's telephone number, including area code)
NOT APPLICABLE.
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On October 26, 2000, Flowers Industries, Inc. ("Flowers") issued a
press release announcing that Flowers, Kellogg Company ("Kellogg") and Keebler
Foods Company ("Keebler") had entered into certain agreements which provide for
Kellogg to acquire Keebler through cash mergers with each of Keebler and
Flowers, the majority stock holder of Keebler. These agreements include (1) an
agreement and plan of restructuring and merger dated as of October 26, 2000
between Kellogg and Flowers pursuant to which Kansas Merger Subsidiary, Inc., a
newly formed wholly owned subsidiary of Kellogg, will be merged with and into
Flowers (the "Flowers Merger Agreement") and (2) an agreement and plan of merger
dated as of October 26, 2000 between Kellogg and Keebler pursuant to which FK
Acquisition Corp., a newly formed wholly owned subsidiary of Flowers, will be
merged with and into Keebler (the "Keebler Merger Agreement") and (3) a voting
agreement dated as of October 26, 2000 between Kellogg and Flowers (the "Voting
Agreement" and collectively with the Flowers Merger Agreement and the Keebler
Merger Agreement, the "Agreements") whereby Flowers executed a written consent
to vote its shares of Keebler common stock in favor of the Keebler Merger
Agreement and against any competing business combination and to grant an
irrevocable proxy to Kellogg in support of its agreements in the Voting
Agreement.
The Agreements and the press release announcing the entering into of
the Agreements are attached hereto as exhibits and are incorporated herein by
reference. The foregoing descriptions of the Agreements are qualified in their
entirety by reference to the attached exhibits.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements: Not Applicable
(b) Pro Forma Statements: Not Applicable
(c) Exhibits:
EXHIBIT NO. DOCUMENT
2.1 Agreement and Plan of Merger, dated as of October 26, 2000,
by and among the Company, Kellogg Company and FK
Acquisition Corp.
99.1 Voting Agreement, dated as of October 26, 2000, by and
between Flowers Industries, Inc. and Kellogg Company.
99.2 Agreement and Plan of Restructuring and Merger dated
October 26, 2000 by and among Flowers Industries, Inc.,
Kellogg Company and Kansas Merger Subsidiary, Inc.
99.3 Text of Press Release, dated as of October 26, 2000, issued
by Flowers Industries, Inc.
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.
Dated: November 14, 2000 KEEBLER FOODS COMPANY
By: /s/ Thomas E. O'Neill
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Name: Thomas E. O'Neill
Title: Senior Vice President, Secretary and
General Counsel
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EXHIBIT INDEX
EXHIBIT NO. DOCUMENT
2.1 Agreement and Plan of Merger, dated as of October 26, 2000,
by and among the Company, Kellogg Company and FK
Acquisition Corp.
99.1 Voting Agreement, dated as of October 26, 2000, by and
between Flowers Industries, Inc. and Kellogg Company.
99.2 Agreement and Plan of Restructuring and Merger dated
October 26, 2000 by and among Flowers, Kellogg and Kansas
Merger Subsidiary, Inc.
99.3 Text of Press Release, dated as of October 26, 2000, issued
by Flowers Industries, Inc.
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