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Previous: GREENWICH CAPITAL ACCEPTANCE INC, 424B5, 1998-12-14 |
Next: ANTENNAS AMERICA INC, 8-K, 1998-12-14 |
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 14, 1998
(SEPTEMBER 28, 1998)
FLOWERS INDUSTRIES, INC.
------------------------
GEORGIA 1-9787 58-0244940
------- ------ ----------
(STATE OR OTHER (COMMISSION (I.R.S. EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION)
1919 FLOWERS CIRCLE, THOMASVILLE, GA 31757
- ---------------------------------------- -----
ADDRESS OF PRINCIPAL EXECUTIVE OFFICERS) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (912) 226-9110
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
Item 7 of the Form 8-K of Flowers Industries, Inc., dated October 13, 1998 is
hereby amended in its entirety to add the following:
(a) Financial statements of the business acquired are filed
herewith as Exhibit 99.1.
(b) Pro Forma Financial Information.
(c) Exhibits.
99.1 Financial Statements of President International, Inc.
(incorporated by reference to Form 8-K/A of Keebler
Foods Company, file number 001-13705, filed on December
10, 1998).
99.2 Unaudited Pro Forma Condensed Consolidated Financial
Statements of Flowers Industries, Inc. as of January 3,
1998 (incorporated by reference to the Registration
Statement on Form S-3 filed by Flowers Industries, Inc.
on April 21, 1998).
-2-
<PAGE> 3
UNAUDITED PRO FORMA CONSOLIDATED
FINANCIAL INFORMATION
The following unaudited pro forma consolidated statements of operations
are based on the historical financial statements of Flowers Industries, Inc.
("Flowers"), Keebler Foods Company ("Keebler") and President International, Inc.
("President") during the periods presented, adjusted to give effect to the
acquisition of President. The unaudited consolidated balance sheet of President
as of September 26, 1998 was consolidated with the Flowers unaudited
consolidated balance sheet at October 10, 1998 and included in the Flowers
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on November 20, 1998.
The unaudited pro forma consolidated statements of operations for the
forty weeks ended October 10, 1998 and the fifty-two weeks ended January 3, 1998
give effect to the acquisition of President as if it had occurred at the
beginning of the periods presented. The adjustments are described in the
accompanying notes and are based upon available information and certain
assumptions that management believes are reasonable.
The unaudited pro forma consolidated statements of operations do not
purport to represent what Flowers' results of operations would actually have
been had the acquisition of President in fact occurred on such date or to
project Flowers' results of operations for any future period.
-3-
<PAGE> 4
Flowers Industries, Inc.
Unaudited Pro Forma Consolidated Statement of Income
For the Forty Weeks Ended October 10, 1998
(Amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Flowers Historical President Historical
40 Weeks Ended 39 Weeks Ended Pro-Forma Pro-Forma Pro Forma
10/10/98 9/26/98 Reclasses (a) Adjustments Combined
------------------ -------------------- ------------ ----------- ---------
<S> <C> <C> <C> <C> <C>
Sales $ 2,776,242 $ 360,818 $ (3,782) $ $3,133,278
Other income 0 7,665 0 7,665
----------- ----------- --------- -------- ----------
2,776,242 368,483 (3,782) 3,140,943
----------- ----------- --------- -------- ----------
Materials, supplies, labor, and other
production costs 1,243,548 213,281 (5,144) 1,451,685
Selling, marketing and administrative
expenses 1,242,831 103,145 1,651 1,347,627
Depreciation and amortization 92,986 10,994 0 5,671 (b) 109,651
----------- ----------- --------- -------- ----------
Income from operations 196,877 41,063 (289) (5,671) 231,980
Interest expense, net 46,624 9,192 (289) 8,460 (c) 63,987
----------- ----------- --------- -------- ----------
Income before income taxes, minority interest
and equity in net loss of joint ventures 150,253 31,871 0 (14,131) 167,993
Federal and state income tax expense (benefit) 63,106 10,147 0 (564)(d) 72,689
----------- ----------- --------- -------- ----------
Income before minority interest and equity
in net loss of joint ventures 87,147 21,724 0 (13,567) 95,304
Minority interest (28,097) 0 0 (3,671)(e) (31,768)
Equity in net loss of joint ventures 0 (2,173) 0 2,173 (f) 0
----------- ----------- --------- -------- ----------
Net income $ 59,050 $ 19,551 $ 0 $(15,065) $ 63,536
=========== =========== ========= ======== ==========
Net income per common share:
Basic $ 0.62 $ 0.67
=========== ==========
Weighted average shares outstanding 95,460 95,460
=========== ==========
Diluted $ 0.62 $ 0.66
=========== ==========
Weighted average shares outstanding 95,907 95,907
=========== ==========
</TABLE>
-4-
<PAGE> 5
Flowers Industries, Inc.
Unaudited Pro Forma Consolidated Statement of Income
For the Fifty-Two Weeks Ended January 3, 1998
(Amounts in Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
Flowers/Keebler President Historical
Pro Forma 52 Weeks 52 Weeks Ended Pro-Forma Pro-Forma Pro Forma
Ended 1/3/98 (g) 12/27/97 Reclasses (a) Adjustments Combined
------------------ -------------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Sales $ 3,516,278 $ 441,128 $(4,859) $ $ 3,952,547
Other income 0 0 0 0
----------- --------- ------- -------- -----------
3,516,278 441,128 (4,859) 3,952,547
----------- --------- ------- -------- -----------
Materials, supplies, labor and other
production costs 1,624,617 267,576 (8,799) 1,883,394
Selling, marketing and administrative
expenses 1,554,903 127,088 4,192 1,686,183
Depreciation and amortization 117,243 17,431 0 7,223 (b) 141,897
----------- --------- ------- -------- ----------
Income from operations 219,515 29,033 (252) (7,223) 241,073
Interest expense, net 66,107 13,933 (252) 9,119 (c) 88,907
----------- --------- ------- -------- ----------
Income before income taxes, minority interest
and equity in net loss of joint ventures 153,408 15,100 0 (16,342) 152,166
Federal and state income tax expense (benefit) 65,388 8,087 0 (3,590)(d) 69,885
----------- --------- ------- -------- ----------
Income before minority interest and equity
in net loss of joint ventures 88,020 7,013 0 (12,752) 82,281
Minority interest (28,071) 0 0 2,583 (e) (25,488)
Equity in net loss of joint ventures 0 (3,125) 0 3,125 (f) 0
----------- --------- ------- -------- ----------
Net income $ 59,949 $ 3,888 $ 0 $ (7,044) $ 56,793
=========== ========= ======= ======== ==========
Net income per common share:
Basic $ 0.62 $ 0.58
=========== ==========
Weighted average shares outstanding 97,263 97,263
=========== ==========
Diluted $ 0.61 $ 0.58
=========== ==========
Weighted average shares outstanding 97,696 97,696
=========== ==========
</TABLE>
-5-
<PAGE> 6
NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
(a) Pro forma reclassifications to conform President's
consolidated results of operations with Flowers' basis of presentation.
The more significant adjustments are: the reclassification of
warehousing and shipping expenses from cost of sales to selling,
marketing and administrative expenses and the reclassification of cash
discounts and sales returns from selling, marketing and administrative
expenses to sales.
(b) Additional depreciation and amortization expense resulting
from the preliminary valuation of President's property, plant and
equipment and related goodwill.
<TABLE>
<CAPTION>
FORTY FIFTY-TWO
WEEKS ENDED WEEKS ENDED
OCTOBER 10, 1998 JANUARY 3, 1998
---------------- ---------------
(IN THOUSANDS)
<S> <C> <C>
Depreciation expense $3,954 $5,140
Amortization expense 1,717 2,083
------ ------
$5,671 $7,223
====== ======
</TABLE>
-6-
<PAGE> 7
(c) The following adjustments to net interest expense reflect the
additional borrowings associated with the President acquisition:
<TABLE>
<CAPTION>
FORTY FIFTY-TWO
WEEKS ENDED WEEKS ENDED
OCTOBER 10, 1998 JANUARY 3, 1998
---------------- ---------------
(IN THOUSANDS)
<S> <C> <C>
Elimination of President's historical interest
expense $(8,396) $(12,885)
Additional interest expense related to
new credit facilities 17,112 22,296
Reclass Keebler's amortization of debt
issuance costs for the forty weeks ended
October 10, 1998 related to debt
extinguished as part of the acquisition (492) (600)
Amortization of new debt issuance costs 236 308
------- --------
$ 8,460 $ 9,119
======= ========
</TABLE>
(d) The pro forma adjustment to income tax expense was made to arrive at a
combined effective tax rate of 43.2% for the forty weeks ended October
10, 1998 and 45.9% for the year ended January 3, 1998.
(e) Represents the approximate 45% interest in Keebler held other than by
Flowers.
(f) Elimination of the net loss, as measured under the equity method of
accounting, of the joint ventures which were sold by President prior to
the acquisition of President by Keebler.
(g) Gives effect to certain pro forma adjustments related to (i) Flowers
acquiring an additional 11.5% of the common stock of Keebler on
February 3, 1998 giving Flowers a majority ownership position in
Keebler of approximately 55%, (ii) Flowers selling 9,000,000 shares of
its common stock in a public offering at $22 per share on April 27,
1998 and (iii) Flowers selling $200,000,000 of 7.15% debentures on
April 27, 1998, due April 15, 2028, as if such transactions had
occurred at the beginning of the period presented.
-7-
<PAGE> 8
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
FLOWERS INDUSTRIES, INC.
By:/s/ Jimmy M. Woodward
---------------------
Jimmy M. Woodward
Treasurer and
Chief Accounting Officer
Date: December 14, 1998
-8-
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