FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
(Mark One) Washington, D. C. 20549
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 29, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File Number 1-9787
Flowers Industries, Inc.
(Exact name of registrant as specified in its charter)
Georgia 58-0244940
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
U.S. Highway 19, P. O. Box 1338,
Thomasville, Georgia 31792
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (912) 226-9110
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of Each Exchange
Title of Each Class On Which Registered
Common Stock, $.625 Par Value,
Together with Preferred Share
Purchase Rights New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceeding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days. Yes [check mark] No __
Aggregate market value of the voting stock held by non-affiliates of
the registrant, computed by reference to the closing sales price on
the New York Stock Exchange on August 9, 1996: $1,034,140,854.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Title of Each Class Outstanding at August 9, 1996
Common Stock, $.625 Par Value 58,437,031
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's definitive proxy statement for the annual
meeting of shareholders on October 18, 1996 are incorporated by
reference into Part III.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [box]
<PAGE>
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
Sequential
Page
a. List of documents filed as part of this report
1. Financial Statements*
Report of independent accountants. . . . . . . . . . . . . . . . .8
Consolidated balance sheet at June 29, 1996 and
July 1, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . 10
Consolidated statement of income for the fiscal
years ended June 29, 1996, July 1, 1995 and
July 2, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . 11
Consolidated statement of changes in common
stockholders' equity for the fiscal years ended
June 29, 1996, July 1, 1995 and July 2, 1994 . . . . . . . . . 12
Consolidated statement of cash flows for the
fiscal years ended June 29, 1996, July 1, 1995
and July 2, 1994 . . . . . . . . . . . . . . . . . . . . . . . 13
Notes to consolidated financial statements . . . . . . . . . . . 14
2. Financial Statement Schedules
Report of Independent Accountants on Financial
Statement Schedule . . . . . . . . . . . . . . . . . . . . . . 28
Schedule -- for the fiscal years ended June 29,
1996, July 1, 1995 and July 2, 1994
II Valuation and qualifying accounts. . . . . . . . . . . 31
3. Exhibits
3(a) Second Restated Articles of Incorporation,
as corrected (Incorporated by reference to
the Company's Annual Report on Form 10-K for
the fiscal year ended June 27, 1992, File No.
1-9787). . . . . . . . . . . . . . . . . . . . . . . . .
3(b) Restated By-Laws, as of October 20, 1989
(Incorporated by reference to the Company's
Annual Report on Form 10-K for the fiscal
year ended June 27, 1992, File No. 1-9787) . . . . . . .
4(a) Rights Agreement dated as of March 17, 1989
between the Company and the Rights Agent
(Incorporated by reference to the Company's
Registration Statement on Form 8-A filed
March 21, 1989, as amended, File No.
1-9787). . . . . . . . . . . . . . . . . . . . . . . . .
4(a)(1) First Addendum to Rights Agreement dated as of
June 6, 1992 (Incorporated by reference to the
Company's Annual Report on Form 10-K for the
fiscal year ended June 27, 1992, File No. 1-9787)
10(a) Flowers Industries, Inc. Annual Executive Bonus
Plan dated August 4, 1995 (Incorporated by
reference to the Company's Annual Report on Form
10-K for the fiscal year ended July 1, 1995, File
No. 1-9787)**. . . . . . . . . . . . . . . . . . . . . .
10(b) Flowers Industries, Inc. 401(k) Retirement
Savings Plan (Incorporated by reference to the
Company's Registration Statement on Form S-8
filed April 13, 1995, File No. 33-91198)** . . . . . . .
10(c) Severance Policy (Incorporated by reference to
the Company's Annual Report on Form 10-K for the
fiscal year ended July 1, 1989, File No.
1-9787)**. . . . . . . . . . . . . . . . . . . . . . . .
10(d) 1982 Incentive Stock Option Plan, as amended
(Incorporated by reference to the Company's
Registration Statement on Form S-3/S-8 filed
May 18, 1990, File No. 33-34855)** . . . . . . . . . . .
10(e) 1989 Executive Stock Incentive Plan
(Incorporated by reference to the Company's
Registration Statement on Form S-3/S-8 filed May
18, 1990, File No. 33-34855)** . . . . . . . . . . . . .
10(e)(1) Amendment to the 1989 Executive Stock Incentive
Plan, dated as of August 4, 1995 (Incorporated by
reference to the Company's Annual Report on Form
10-K for the fiscal year ended July 1, 1995, File
No. 1-9787)**. . . . . . . . . . . . . . . . . . . . . .
10(f) Flowers Industries, Inc. 1990 Supplemental
Executive Retirement Plan (Incorporated by
reference to the Company's Annual Report on
Form 10-K for the fiscal year ended June 30,
1990, File No. 1-9787)** . . . . . . . . . . . . . . . .
10(g) Stock Purchase Agreement dated as of November 5,
1995, between INFLO Holdings Corporation and UB
Investments (Netherlands) BV, as amended by
agreement dated January 26, 1996 (Incorporated
by reference to the Company's Current Report on
Form 8-K(A) dated April 10, 1996, File No.
1-9787 . . . . . . . . . . . . . . . . . . . . . . . . .
10(h) Acquisition Agreement dated as of May 1, 1996,
among Flowers Industries, Inc., Mrs. Smith's
Bakeries, a wholly-owned subsidiary of Flowers
Industries, Inc., The J.M. Smucker Company, and
Mrs. Smith's, Inc., a wholly-owned subsidiary of
The J. M. Smucker Company (Incorporated by
reference to the Company's Current Report on
Form 8-K dated June 13, 1996, File No.
1-9787 . . . . . . . . . . . . . . . . . . . . . . . . .
11 Statement re computation of per share
earnings . . . . . . . . . . . . . . . . . . . . . . 32
22 Subsidiaries of the Registrant . . . . . . . . . . . . 33
23 Consent of Independent Accountants . . . . . . . . . . 35
27 Financial Data Schedule. . . . . . . . . . . . . . . . 36
b. Reports on Form 8-K
On June 13, 1996, the Company filed a Form 8-K containing certain
information relating to the acquisition of certain assets of Mrs.
Smith's Inc. from Mrs. Smith's Inc. and its parent company, The
J.M. Smucker Company. This Form 8-K was amended on August 14, 1996
by a Form 8-K(A) containing certain historical and proforma
financial information.
* The individual financial statements of the Registrant have been
omitted since the Registrant is primarily an operating company and
all subsidiaries included in the consolidated financial
statements, in the aggregate, do not have minority equity interest
and/or indebtedness to any person other than the Registrant or its
consolidated subsidiaries in amounts which exceed 5 percent of
total consolidated assets at June 29, 1996, excepting indebtedness
incurred in the ordinary course of business which is not overdue
and which matures within one year from the date of its creation.
** Management contract or compensatory plan or arrangement required
to be filed as an exhibit hereto pursuant to Item 14(c) of Form
10-K.
27
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this amendment to be signed on
its behalf by the undersigned thereunto duly authorized.
Flowers Industries, Inc.
(Registrant)
Date October 7, 1996 /s/ C. Martin Wood III
By: C. Martin Wood III
Senior Vice President and
Chief Financial Officer
30
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Flowers
Industries, Inc. Consolidated Statement of Income for the fiscal year ended June
29, 1996 and the Flowers Industries, Inc. Consolidated Balance Sheet at June 29,
1996 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<MULTIPLIER> 1,000
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-29-1996
<PERIOD-START> JUL-02-1996
<PERIOD-END> JUN-29-1996
<CASH> 25,039
<SECURITIES> 0
<RECEIVABLES> 120,301
<ALLOWANCES> 0
<INVENTORY> 68,576
<CURRENT-ASSETS> 230,227
<PP&E> 684,577
<DEPRECIATION> 264,107
<TOTAL-ASSETS> 849,443
<CURRENT-LIABILITIES> 181,748
<BONDS> 0
0
0
<COMMON> 36,932
<OTHER-SE> 268,392
<TOTAL-LIABILITY-AND-EQUITY> 849,443
<SALES> 1,238,564
<TOTAL-REVENUES> 1,250,584
<CGS> 674,762
<TOTAL-COSTS> 1,202,244
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13,004
<INCOME-PRETAX> 48,340
<INCOME-TAX> 18,185
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 30,768
<EPS-PRIMARY> 0.54
<EPS-DILUTED> 0.54
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