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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
FLOWERS INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Georgia 58-0244940
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
1919 Flowers Circle
Thomasville, Georgia 31757
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(Address of Principal Executive Offices)
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If this form relates to the registration of a class of If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act securities pursuant to Section 12(g) of the Exchange Act
and is effective pursuant to General Instruction A.(c), and is effective pursuant to General Instruction A.(d),
please check the following box. [X] please check the following box. [ ]
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Securities Act registration statement file number to which this form relates:
333-48787
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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7.15% Debentures Due 2028 New York Stock Exchange, Inc.
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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INFORMATION REQUIRED IN
REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the securities to be registered hereunder
is incorporated by reference to the information set forth under the heading
"Description of the Debentures" contained in the Registrant's Prospectus
included in the Registration Statement on Form S-3 (File No. 333-48787) filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, on March 27, 1998, and as amended
thereafter.
ITEM 2. EXHIBITS.
1. Second Restated Articles of Incorporation (as amended) of the
Registrant (Incorporated by reference to the Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended
December 13, 1997, File No. 1-9787).
2. Restated By-laws of the Registrant, as of October 20, 1989
(Incorporated by reference to the Registrant's Annual Report
on Form 10-K for the fiscal year ended June 27, 1992, File No.
1-9787).
3. Rights Agreement dated as of March 17, 1989 between the
Registrant and the Rights Agent (Incorporated by reference to
the Registrant's Registration Statement on Form 8-A filed
March 21, 1989, as amended, File No. 1-9787).
4. Form of Indenture between the Registrant and SunTrust Bank,
Atlanta, as Trustee (Incorporated by reference to Exhibit 4.1
to the Registrant's Registration Statement on Form S-3, as
amended (Registration No. 333-48787)).
5 Form of Debentures Due 2028 (included in Exhibit 4).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
FLOWERS INDUSTRIES, INC..
Date: April 22, 1998 By: /s/ G. Anthony Campbell
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Name: G. Anthony Campbell
Title: General Counsel and Secretary
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EXHIBIT INDEX
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EXHIBIT
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NUMBER EXHIBIT
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1. Second Restated Articles of Incorporation (as amended) of the
Registrant (Incorporated by reference to the Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended
December 13, 1997, File No. 1-9787).
2. Restated By-laws of the Registrant, as of October 20, 1989
(Incorporated by reference to the Registrant's Annual Report
on Form 10-K for the fiscal year ended June 27, 1992, File No.
1-9787).
3. Rights Agreement dated as of March 17, 1989 between the
Registrant and the Rights Agent (Incorporated by reference to
the Registrant's Registration Statement on Form 8-A filed
March 21, 1989, as amended, File No. 1-9787).
4. Form of Indenture between the Registrant and SunTrust Bank, Atlanta,
as Trustee (Incorporated by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-3, as amended
(Registration No. 333- 48787)).
5. Form of Debentures Due 2028 (included in Exhibit 4).
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