As filed with the Securities and Exchange Commission on March 14,
1997
Registration No. 333-________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FLOWERS INDUSTRIES, INC.
(Exact name of issuer as specified in its charter)
GEORGIA 58-0244940
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11796 U.S. Highway 19, South
Thomasville, Georgia 31757
(Address of principal executive office)
FLOWERS INDUSTRIES, INC.
401(K) RETIREMENT SAVINGS PLAN
(Full title of the plan)
G. Anthony Campbell, Esq.
Flowers Industries, Inc.
11796 U.S. Highway 19, South
Thomasville, Georgia 31757
(912) 226-9110
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
Lizanne Thomas, Esq.
Jones, Day, Reavis & Pogue
3500 One Peachtree Center
303 Peachtree Street, N.E.
Atlanta, Georgia 30308-3242
<TABLE>
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered(1) registered per share(2) offering price(2) registration fee(2)
<S> <C> <C> <C> <C>
Common Stock, $.625 par value 1,000,000 shares $23.94 $23,940,000 $7,254.55
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this Registration Statement covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein. This Registration Statement also includes such
indeterminate number of additional shares of Common Stock of the
Registrant as may be issuable as a result of stock splits, stock
dividends or similar transactions. In addition, the Preferred Share
Purchase Rights (the "Rights") are attached to and trade with the
Common Stock. The value, if any, attributable to the Rights is
reflected in the market price of the Common Stock.
(2) In accordance with Rule 457(c) and (h) under the Securities Act
of 1933, the maximum aggregate offering price and registration fee
have been computed as follows: the price per share of the Common
Stock of Flowers Industries, Inc. has been based on the average of the
high and low prices reported for the Common Stock on the New York
Stock Exchange on March 10, 1997 (a date within 5 business days prior
to the date of filing this Registration Statement).
<PAGE>
EXPLANATORY NOTE
The purpose of this Registration Statement is to register an
additional amount of Flowers Industries, Inc. (the "Company")
Common Stock, par value $.625, relating to the Company's 401(k)
Retirement Savings Plan. In accordance with General
Instruction E of Form S-8 the information contained in the
Registration Statement on Form S-8 (No. 33-91198) is
incorporated herein by reference.
Item 8. Exhibits.
The undersigned Registrant hereby undertakes that it will submit or
has submitted the Plan and any amendment thereto to the Internal
Revenue Service (the "IRS") in a timely manner and has made or will
make all changes required by the IRS in order to qualify the Plan
under Section 401 of the Internal Revenue Code of 1986, as amended.
Exhibit
Number Description
4 Second Amendment to the Flowers Industries, Inc. 401(k)
Retirement Savings Plan
23 Consent of Price Waterhouse LLP independent auditors
24 Power of Attorney (included at page 2 of this
Registration Statement)
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act
of 1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing this
Registration Statement on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Thomasville, State of
Georgia, on this 14th day of March, 1997.
FLOWERS INDUSTRIES, INC.
By:/s/ Russell M. Fryar
Name: Russell M. Fryar
Title: Vice President and
Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Russell M. Fryar and G. Anthony
Campbell, jointly and severally, his true and lawful attorneys-in-fact
and agents, each with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities,
to sign any and all amendments to this Registration Statement, and to
file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and
thing requisite or necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the date indicated:
Signature Title Date
/s/ Amos R. McMullian Chairman of the Board, March 14, 1997
Amos R. McMullian Chairman of the Executive
Committee and Chief Executive
Officer
/s/ Langdon S. Flowers Retired Chairman of the March 14, 1997
Langdon S. Flowers Company and a Director
/s/ Robert P. Crozer Vice Chairman of the Board March 14, 1997
Robert P. Crozer and a Director
Edward R. Baker Director March __, 1997
Joe E. Beverly Director March __, 1997
Franklin L. Burke Director March __, 1997
/s/ G. Anthony Campbell General Counsel and March 14, 1997
G. Anthony Campbell Secretary and a Director
/s/ Russell M. Fryar Vice President and Treasurer March 14, 1997
Russell M. Fryar and a Director
Joseph L. Lanier, Jr. Director March __, 1997
J. V. Shields, Jr. Director March __, 1997
/s/Heeth Varnedoe, III President and a Director March 14, 1997
Heeth Varnedoe, III
/s/C. Martin Wood, III Senior Vice President and March 14, 1997
C. Martin Wood, III Chief Financial Officer
and a Director
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of
1933, the Trustees have duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of
Thomasville, State of Georgia, on this 14th day of March, 1997.
FLOWERS INDUSTRIES, INC.
401(k) RETIREMENT SAVINGS PLAN
By: /s/ Jimmy Woodward
Jimmy Woodward
Plan Administrator
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
4 Second Amendment to the Flowers Industries, Inc.
401(k) Retirement Savings Plan
23 Consent of Price Waterhouse LLP independent auditors
<PAGE>
Exhibit 4
SECOND AMENDMENT
TO THE
FLOWERS INDUSTRIES, INC.
401(k) RETIREMENT SAVINGS PLAN
THIS AMENDMENT to the Flowers Industries, Inc. 401(k)
Retirement Savings Plan (the "Plan") made this 14th day of March,
1997, by Flowers Industries, Inc. (hereinafter referred to as the
"Company"), to be effective upon signing.
W I T N E S S E T H :
WHEREAS, the Company sponsors and maintains the Plan
for the exclusive benefit of its employees and their
beneficiaries and pursuant to Section 11.2(a) thereof, the
Company has the right to amend the Plan at any time; and
WHEREAS, the Company wishes to amend the Plan at this
time for the purpose of enhancing the investment options under
the Plan, and for other purposes;
NOW, THEREFORE, the Plan is hereby amended as follows:
I.
Effective April 1, 1997, paragraph (iii) of subsection
6.2(c) of the Plan shall be amended to read as follows:
<PAGE>
(iii) Investment Directions by Participants.
Each Participant (or, in the case of the Participant's
death, his Beneficiary) shall direct the investment of
his Accounts (other than his Matching Elective
contributions Account) among the funds provided under
paragraph (i) above. The Plan Administrator shall
establish, and may alter at any time, rules and
procedures which shall govern such Participant
direction of investments and the timing thereof, and
shall provide all necessary instructions and forms, if
any, to Participants (or Beneficiaries). Such rules and
procedures may restrict the frequency and timing of
such Participant (or Beneficiary) directions and may
also limit the amount or percentage of future
contributions, and of the existing Account balance,
that may be invested in Company common stock or in any
other investment fund. Such rules and procedures shall
be communicated to Employees (or Beneficiaries). In
the absence of any valid investment direction by the
Participant (or Beneficiary), the Trustee shall invest
the Participant's (or Beneficiary's) Account in the
discretion of the Trustee, on a consistent basis
applied at the time of investment.
II.
All other provisions of the Plan not inconsistent
herewith are hereby confirmed and ratified.
IN WITNESS WHEREOF, this Second Amendment has been
executed on the day and year first above written.
COMPANY:
FLOWERS INDUSTRIES, INC.
By:/s/ Jimmy Woodward
Title: Assistant Treasurer and
Plan Administrator
ATTEST:
By:/s/ Karen G. Marchant
Title: Retirment Benefits Specialist
<PAGE>
Exhibit 23 Consent of Independent Accountants
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated July 31,
1996, which appears on page 8 of the Annual Report to the Board
of Directors and Shareholders of Flowers Industries, Inc. which
is incorporated by reference in Flowers Industries, Inc.'s Annual
Report on Form 10-K for the year ended June 29, 1996. We also
consent to the incorporation by reference of our report on the
Financial Statement Schedule, which appears on page 28 of such
Annual Report on Form 10-K.
Atlanta, Georgia /s/ Price Waterhouse LLP
March 14, 1997 Price Waterhouse LLP
