SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. ___)
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec.
240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
FLOWERS INDUSTRIES, INC.
(Name of Registrant as Specified in Charter)
- -----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
[ATTACHMENT - PROXY CARD]
Dear Shareholder:
Please take note of the important information enclosed with this Proxy. There
are a number of issues related to the management and operation of your Company
that require immediate attention and approval. These are discussed in the
enclosed Proxy Statement.
Your vote counts, and you are strongly encouraged to exercise your
right to vote your shares. Please mark the boxes on this Proxy Card
to indicate how your shares should be voted. Then sign the card,
detach and return it in the enclosed postage-paid envelope.
Your vote must be received prior to the Annual Meeting of Shareholders
on October 17, 1997.
Thank you for your prompt consideration of these matters.
Sincerely,
Flowers Industries, Inc.
FLOWERS INDUSTRIES, INC.
P.O. BOX 1338
THOMASVILLE, GEORGIA 31799
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The
undersigned hereby appoints Amos R. McMullian, Robert P. Crozer and G.
Anthony Campbell, and each of them, with power of substitution in
each, proxies to appear and vote, as designated below, all Common
Stock of Flowers Industries, Inc. held of record on September 2, 1997
by the undersigned, at the Annual Meeting of Shareholders to be held
on October 17, 1997, and at all adjournments thereof (the "Meeting").
Management recommends a vote in favor of all nominees listed in Item 1
and in favor of Proposals 2 through 6.
1. ELECTION OF DIRECTORS
Nominees: Franklin L. Burke, G. Anthony Campbell, Robert P. Crozer,
L.S. Flowers and Joseph L. Lanier, Jr.
___FOR all nominees listed above ___WITHHOLD AUTHORITY
(except as marked to the contrary to vote for all nominees
listed above
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THAT NOMINEE'S NAME IN THE LIST ABOVE.
___ FOR ___AGAINST ___ ABSTAIN
2. PROPOSAL TO AMEND THE SECOND RESTATED ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES FROM 100,000,000 SHARES TO
350,000,000 SHARES AS DESCRIBED IN THE PROXY STATEMENT FOR THE
MEETING.
___FOR ____ AGAINST ___ABSTAIN
3. PROPOSAL TO RATIFY THE SECOND AMENDMENT TO THE COMPANY'S 1989
EXECUTIVE STOCK INCENTIVE PROGRAM AS DESCRIBED IN THE PROXY STATEMENT
FOR THE MEETING.
___FOR ___AGAINST ___ABSTAIN
4. PROPOSAL TO RATIFY THE AMENDMENT TO THE COMPANY'S ANNUAL EXECUTIVE
BONUS PLAN AS DESCRIBED IN THE PROXY STATEMENT FOR THE MEETING.
___FOR ___AGAINST ____ABSTAIN
5. PROPOSAL TO ADOPT AND RATIFY THE COMPANY'S NONEMPLOYEE DIRECTORS'
EQUITY PLAN AS DESCRIBED IN THE PROXY STATEMENT FOR THE MEETING.
___FOR ___AGAINST ___ABSTAIN
6. PROPOSAL TO SELECT PRICE WATERHOUSE LLP AS INDEPENDENT ACCOUNTANTS
FOR THE COMPANY FOR FISCAL YEAR 1998.
___FOR ___AGAINST ___ABSTAIN
7. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
* * * *
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS INDICATED.
IF NO INDICATION IS MADE, IT WILL BE VOTED IN FAVOR OF ALL DIRECTOR-
NOMINEES AND IN FAVOR OF PROPOSALS 2 THROUGH 6.
Dated:________________________________, 1997
_______________________________________
_______________________________________
Signature(s)
(Please sign exactly as name appears on
this proxy. when shares are held by joint
tenants, both should sign. When signing in
a fiduciary or representative capacity, give
full title as such.)
PLEASE MARK, DATE, AND SIGN THIS PROXY, INDICATING ANY CHANGE OF ADDRESS,
AND RETURN IT PROMPTLY TO WACHOVIA BANK OF NORTH CAROLINA, N.A.,
P.O. BOX 3001, WINSTON-SALEM, NORTH CAROLINA 27102-3001. THE ENCLOSED
ENVELOPE ALREADY IS ADDRESSED AND NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
