<PAGE> 1
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. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
FLOWERS INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
----------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
FLOWERS INDUSTRIES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 28, 1999
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Flowers Industries, Inc. (the "Company") will be held on May 28, 1999 at 11:00
A.M. Eastern Time at the Thomasville Cultural Center, 600 East Washington
Street, Thomasville, Georgia, for the following purposes:
(1) To elect four members to the Board of Directors;
(2) To consider and act upon a proposal to select PricewaterhouseCoopers
LLP as independent accountants for the Company for fiscal year 1999;
and
(3) To transact such other business as may properly come before the
meeting;
all as set forth in the Proxy Statement accompanying this Notice.
Only holders of record of issued and outstanding shares of Common Stock at
the close of business on April 7, 1999 are entitled to notice of, and to vote
at, the meeting or any adjournment thereof. A list of such shareholders will be
open for examination by any shareholder at the time and place of the meeting.
By order of the Board of Directors
G. ANTHONY CAMPBELL
Secretary
1919 Flowers Circle
Thomasville, Georgia 31757
April 21, 1999
A PROXY CARD IS CONTAINED IN THE ENVELOPE IN WHICH THIS PROXY STATEMENT
WAS MAILED. SHAREHOLDERS ARE ENCOURAGED TO VOTE ON THE MATTERS TO BE CONSIDERED
AT THE MEETING AND TO SIGN AND DATE THE PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. YOUR
ATTENDANCE AT THE MEETING IS URGED; IF YOU ATTEND THE MEETING AND DECIDE YOU
WANT TO VOTE IN PERSON, YOU MAY WITHDRAW YOUR PROXY.
<PAGE> 3
FLOWERS INDUSTRIES, INC.
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 28, 1999
This Proxy Statement is furnished to the holders of the common stock (the
"Common Stock") of Flowers Industries, Inc. (the "Company") in connection with
the solicitation of proxies by the Board of Directors of the Company to be voted
at its Annual Meeting of Shareholders (the "Meeting") to be held on May 28, 1999
at 11:00 A.M. Eastern Time at the Thomasville Cultural Center, 600 East
Washington Street, Thomasville, Georgia. The business address of the Company's
principal office is 1919 Flowers Circle, Thomasville, Georgia 31757. It is
anticipated that this Proxy Statement will be mailed to shareholders on or about
April 21, 1999.
A proxy card is enclosed. Any shareholder sending in the enclosed proxy has
the power to revoke it at any time before it is exercised. Proxies may be
revoked by: (1) executing a valid proxy bearing a later date; (2) sending
written notice of revocation to the Secretary of the Company; or (3) appearing
at the Meeting and voting in person. When proxies in the accompanying form are
returned properly executed, the shares represented by effective proxies will be
voted according to instructions noted thereon.
Unless otherwise specified, the proxies will be voted in favor of the four
nominees for election to the Board of Directors of the Company and the proposed
selection of PricewaterhouseCoopers LLP as independent accountants. The Board of
Directors is not aware at this date of any other matters which will come before
the Meeting. However, should any such other matters (including shareholder
proposals omitted from this proxy statement in accordance with the rules and
regulations of the Securities and Exchange Commission (the "SEC")) properly come
before the Meeting, it is the intention of the persons named in the enclosed
proxy to vote the proxy in accordance with their best judgment.
The Company will bear the cost of solicitation of proxies by the Board of
Directors, including the charges and expenses of brokerage firms and others for
forwarding solicitation material to beneficial owners of Common Stock. Officers,
Directors, and employees of the Company may solicit proxies by telephone,
telegram, facsimile or personal interview.
A copy of the 1998 Annual Report to Shareholders, which includes the
financial statements of the Company for the fiscal year ended January 2, 1999,
is being mailed with this Proxy Statement to all shareholders entitled to vote
at the Meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
A majority of the outstanding shares of Common Stock must be represented in
person or by proxy at the Meeting in order to constitute a quorum for the
transaction of business. Abstentions and non-votes will be counted for purposes
of determining the existence of a quorum at the Meeting. Proposal One, the
nomination of four members to the Board of Directors, requires for approval the
affirmative vote of a plurality of the shares of Common Stock present in person
or by proxy and actually voting at the Meeting, and Proposal Two, the selection
of PricewaterhouseCoopers LLP as independent accountants for the Company,
requires for its approval that the votes cast favoring the proposal must exceed
the votes cast opposing the proposal. Abstentions and non-votes will have no
effect on the voting with respect to either of the two proposals. A non-vote may
occur when a nominee holding shares of Common Stock for a beneficial owner does
not vote on a proposal because such nominee does not have discretionary voting
power and has not received instructions from the beneficial owner.
Only holders of record of issued and outstanding shares of Common Stock at
the close of business on April 7, 1999 are entitled to notice of, and to vote
at, the Meeting. The number of outstanding shares of Common Stock, the holders
of which were entitled to vote on April 7, 1999 was 100,001,659. Each
shareholder is entitled to one vote for each share of Common Stock held on the
record date. Shareholders are not entitled to cumulative voting in favor of
Directors.
1
<PAGE> 4
The following table sets forth certain information with respect to the only
persons or groups known by the Company to own beneficially more than five
percent of the Company's outstanding Common Stock.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OUTSTANDING STOCK
- ------------------------ --------------------------- ---------------------------
Voting Dispositive Voting Dispositive
------ ----------- ------ -----------
<S> <C> <C> <C> <C>
Wellington Management 2,744,779(a) 7,091,353(a) Less than 5% 7.11%
Company, LLP
75 State Street
Boston, MA 02109
FMR Corp. 125,050(b) 6,261,600(b) Less than 5% 6.27%
82 Devonshire Street
Boston, MA 02109
</TABLE>
(a) Shared voting and shared dispositive power only. According to a
Schedule 13G filed with the SEC on February 10, 1999 by Wellington
Management Company, LLP ("WMC"), as of December 31, 1998, shares of
the Company's Common Stock were beneficially owned by numerous
investment advisory clients of WMC, none of which were known to have
a beneficial interest with respect to more than 5% of the Company's
outstanding Common Stock.
(b) Sole voting and dispositive power. According to a Schedule 13G filed
with the SEC on February 1, 1999 by FMR Corp. ("FMR"), as of
December 31, 1998, shares of the Company's Common Stock were
beneficially owned as a result of acting as investment advisor to
various investment companies, none of which were known to have an
interest with respect to more than 5% of the Company's outstanding
Common Stock.
PROPOSAL ONE
ELECTION OF DIRECTORS
Directors of the Company are divided into three classes, so that only one
class is elected each year. Mr. Heeth Varnedoe III, a Director of the Company
whose current term of office expires at the 1999 Annual Meeting of Shareholders,
will retire from the Board of Directors as of that date. On March 31, 1999, the
Board of Directors elected Jackie M. Ward as a member of the Board of Directors.
Concurrently with the election of Ms. Ward, the Board of Directors voted to set
the number of Directors of the Company at eleven as of May 28, 1999. In order
that each class of Directors may be nearly as equal in number as possible, one
member of the class whose term expires in 2000, G. Anthony Campbell, has agreed
to stand for reelection as a member of the class of Directors to be elected at
the 1999 Annual Meeting of Shareholders. Unless authority to vote is withheld,
proxies in the accompanying form will be voted for the following four nominees
to the Board of Directors to serve for three years or until their successors
shall be elected and shall have qualified. In the event that any nominee is
unable to serve, such proxies will be voted for the remaining nominees and for
such other person or persons, if any, as the proxy holders may determine.
However, the Board of Directors has no reason to believe that any nominee will
be unable to serve if elected. Set forth below is certain information about the
Director-nominees and the continuing Directors of the Company. Except as
otherwise indicated, all have engaged in their principal occupations for more
than the past five years.
DIRECTOR-NOMINEES:
EDWARD L. BAKER, age 64, is Chairman of the Board and Chief Executive
Officer of Florida Rock Industries, Inc. (NYSE), a construction materials
company based in Jacksonville, Florida, which produces and markets sand, gravel,
crushed stone, concrete blocks and other building materials throughout the
Southeast. He is also a Director of American Heritage Life Insurance Company,
the principal subsidiary of American Heritage Life Investment Corporation
(NYSE), Regency Realty Corporation (NYSE), and FRP Properties (OTC). Mr. Baker
is Chairman of the Audit Committee, and a member of the Compensation and
Nominating Committees. He has been a Director of the Company since 1992.
G. ANTHONY CAMPBELL, age 47, who joined the Company in 1983, is General
Counsel and Secretary of the Company. Mr. Campbell is a director of Keebler
Foods Company (NYSE), a majority-owned subsidiary of the Company ("Keebler"). He
has been a Director of the Company since 1991. Mr. Campbell is a member of the
Executive and Banking Committees.
2
<PAGE> 5
JACKIE M. WARD, age 60, is Chief Executive Officer of Computer Generation
Incorporated. She is also a Director of Bank of America (NYSE), SCI Systems,
Inc. (NYSE), Trigon Blue Cross Blue Shield (NYSE), Premier Technologies, Inc.
(OTC), Equifax, Inc. (NYSE), and Matria Healthcare, Inc. (OTC). She has been a
Director of the Company since March 1999.
C. MARTIN WOOD III, age 55, is Senior Vice President and Chief Financial
Officer of the Company. Mr. Wood is a director of Keebler. He joined the Company
in 1970 and has been a Director of the Company since 1975. Mr. Wood is Chairman
of the Pension and Finance Committee, and is a member of the Executive and
Banking Committees.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
ALL OF THE FOREGOING DIRECTOR-NOMINEES.
CONTINUING DIRECTORS:
JOE E. BEVERLY, age 57, is Chairman of the Board of Commercial Bank in
Thomasville, Georgia, a wholly-owned subsidiary of Synovus Financial Corp.
(NYSE), the former Vice Chairman of the Board of Synovus Financial Corp, and a
Director of Synovus Financial Corp. He was President and a Director of
Commercial Bank from 1973 to 1989. Mr. Beverly was elected as a Director of the
Company in August 1996, and is a member of the Audit Committee. Mr. Beverly's
term as Director expires in 2000.
FRANKLIN L. BURKE, age 58, a private investor since 1991, is the former
Senior Executive Vice President and Chief Operating Officer of Bank South Corp.
(OTC), Atlanta, Georgia, and the former Chairman and Chief Executive Officer of
Bank South, N.A., the principal subsidiary of Bank South Corp. Mr. Burke is a
Director of Keebler. He has been a Director of the Company since 1994 and is a
member of the Audit and Compensation Committees. Mr. Burke's term as a Director
expires in 2001.
ROBERT P. CROZER, age 52, has been Vice Chairman of the Board of Directors
of the Company since 1989. Mr. Crozer is Chairman of the Board of Keebler. He
joined the Company in 1973, and has been a Director of the Company since 1979.
Mr. Crozer is Chairman of the Nominating Committee and a member of the Executive
Committee. Mr. Crozer's term as a Director expires in 2001.
L.S. FLOWERS, age 76, retired as Chairman of the Board of Directors of the
Company in 1985. He has been a Director of the Company since 1968 and is a
member of the Executive Committee. Mr. Flowers also is a Director of American
Heritage Life Insurance Company, the principal subsidiary of American Heritage
Life Investment Corporation (NYSE). Mr. Flowers' term as a Director expires in
2001.
JOSEPH L. LANIER, JR., age 67, has been Chairman of the Board of Directors
and Chief Executive Officer of Dan River Inc., Danville, Virginia, a textile
company, since 1989. He is also a Director of Dimon, Inc. (NYSE), SunTrust
Banks, Inc. (NYSE), Waddell & Reed Financial, Inc. (NYSE), and Torchmark Corp.
(NYSE). Mr. Lanier has been a Director of the Company since 1977. Mr. Lanier is
Chairman of the Compensation Committee and a member of the Nominating Committee.
Mr. Lanier's term as a Director expires in 2001.
AMOS R. McMULLIAN, age 61, is Chairman of the Board of Directors and Chief
Executive Officer of the Company. Mr. McMullian is a Director of Keebler. He
joined the Company's predecessor corporation in 1963 and has been a Director of
the Company since 1975. Mr. McMullian is Chairman of the Executive Committee and
a member of the Nominating Committee. Mr. McMullian's term as a Director expires
in 2000.
J. V. SHIELDS, JR., age 61, is Managing Director and Chairman of the Board
of Directors of Shields & Company, New York, New York, a diversified financial
services company and member of the New York Stock Exchange, Inc. Mr. Shields
also is the Chairman of the Board of Capital Management Associates, Inc., a
registered investment advisor, and the Chairman of the Board of Trustees of The
59 Wall Street Trust, the Brown Brothers Harriman mutual funds group. He has
been a Director of the Company since 1989 and is a member of the Pension and
Finance Committee. Mr. Shields' term as a Director expires in 2000.
Robert P. Crozer, J.V. Shields, Jr. and C. Martin Wood III are
brothers-in-law, and their spouses are nieces of Langdon S. Flowers.
The following table shows the amount of Common Stock beneficially owned as
of March 26, 1999, by each Director and Director-nominee, each Executive Officer
of the Company and by all Directors, Director-nominees, and Executive Officers
as a group, consisting of 16 persons (except as to Jackie M. Ward, where such
amounts are as of March 31, 1999, the date on which she was elected to the Board
of Directors of the Company). The determination of "beneficial ownership" is
made pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the "1934 Act"). Such Rule provides that shares shall be deemed
"beneficially owned" where a person or group has, either solely or in
conjunction with others, the
3
<PAGE> 6
power to vote or to direct the voting of shares and/or the power to dispose, or
to direct the disposition of shares; or where a person or group has the right to
acquire any such power within 60 days after the date such "beneficial ownership"
is determined. Each individual has beneficial ownership of the shares which are
subject to any unexercised vested options held by him or her; and, except as
indicated by footnote, each individual has sole voting power and sole investment
power with respect to the number of shares beneficially owned by him or her.
Directors and Executive Officers are required to file reports of their holdings
and transactions in the Common Stock of the Company with the SEC under federal
securities laws. Based solely on its review of the copies of such forms received
by it, the Company believes that for the fiscal year ended January 2, 1999, all
such reports have been timely filed except for the Form 4, Statement of Changes
in Beneficial Ownership of Securities, for Mr. Heeth Varnedoe III, which was due
on January 10, 1999, and was filed by the Secretary of the Company as agent for
Mr. Varnedoe on February 16, 1999.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT
OF BENEFICIAL OF
NAME OWNERSHIP CLASS
- --------------------------------------------- ----------------- -------
<S> <C> <C>
Edward L. Baker 56,894(1) *
Joe E. Beverly 44,716(2) *
Franklin L. Burke 14,850(3) *
G. Anthony Campbell 406,816(4) *
Robert P. Crozer 1,654,851(5) 1.55%
George E. Deese 404,811(6) *
L. S. Flowers 375,846(7) *
Gary L. Harrison 504,601(8) *
Joseph L. Lanier, Jr. 61,027(9) *
Amos R. McMullian 938,558(10) *
J. V. Shields, Jr. 18,682(11) *
Marta J. Turner 13,548(12) *
Heeth Varnedoe III 259,862(13) *
Jackie M. Ward 1,250 *
C. Martin Wood III 551,867(14) *
Jimmy M. Woodward 21,460(15) *
All Directors and
Executive officers
as a group (16 persons) 5,329,639(16) 5.06%
</TABLE>
- ----------------------------------------
*Less than one percent.
(1) Includes unexercised stock options for 7,432 shares and includes 16,800
shares owned by a family trust for which Mr. Baker is a co-trustee.
(2) Includes unexercised stock options for 3,716 shares. Does not include
45,982 shares owned by the spouse of Mr. Beverly and 11,164 shares
owned by a trust for which his spouse is co-trustee, as to which shares
Mr. Beverly disclaims any beneficial ownership.
(3) Includes 3,750 shares owned by the spouse of Mr. Burke, over which
shares Mr. Burke has investment authority and unexercised stock options
for 7,432 shares.
4
<PAGE> 7
(4) Includes restricted stock awards of 51,574 shares, of which 30,148
shares are subject to forfeiture.
(5) Includes (i) restricted stock awards of 61,668 shares, all of which
shares are subject to forfeiture; (ii) unexercised stock options for
269,294 shares; and (iii) 982,780 shares held by limited partnerships
in which Mr. Crozer and his spouse are the general partners. Does not
include the following shares as to which Mr. Crozer disclaims any
beneficial ownership: (i) 7,593 shares held by Mr. Crozer and his
spouse as custodians for their minor son; (ii) 206,710 shares held by
trusts for the benefit of Mr. Crozer's minor children; and (iii)
2,003,700 shares owned by the spouse of Mr. Crozer.
(6) Includes restricted stock awards of 166,635 shares, of which 142,206
shares are subject to forfeiture, and unexercised stock options for
90,000 shares. Does not include the following shares as to which Mr.
Deese disclaims any beneficial ownership: 22,080 shares owned by the
spouse of Mr. Deese; and 1,140 shares acquired by Mr. Deese as
custodian for his minor grandchildren.
(7) Includes unexercised stock options for 7,432 shares. Does not include
360,701 shares owned by the spouse of Mr. Flowers, as to which Mr.
Flowers disclaims any beneficial ownership.
(8) Includes (i) restricted stock awards of 166,635 shares, of which
142,206 shares are subject to forfeiture; (ii) unexercised stock
options for 182,187 shares; and (iii) 30,000 shares held by a limited
partnership in which Mr. Harrison is a general partner. Does not
include 40,000 shares owned by the spouse of Mr. Harrison, as to which
shares Mr. Harrison disclaims any beneficial ownership.
(9) Includes unexercised stock options for 7,432 shares. Does not include
23,890 shares owned by the spouse of Mr. Lanier, as to which Mr. Lanier
disclaims any beneficial ownership.
(10) Includes restricted stock awards of 140,750 shares, all of which
shares are subject to forfeiture.
(11) Includes unexercised stock options for 7,432 shares. Does not include
3,241,503 shares owned by the spouse of Mr. Shields, as to which Mr.
Shields disclaims any beneficial ownership.
(12) Includes restricted stock awards of 10,647 shares, all of which shares
are subject to forfeiture.
(13) Includes restricted stock awards of 18,080 shares, all of which shares
are subject to forfeiture and unexercised stock options for 135,000
shares.
(14) Includes restricted stock awards of 30,148 shares, all of which shares
are subject to forfeiture and 51,300 shares held by a trust of which
Mr. Wood is co-trustee with shared voting and investment power. Does
not include the following shares, as to which Mr. Wood disclaims any
beneficial ownership: 2,885,962 shares owned by the spouse of Mr.
Wood; and 25,650 shares held by Mr. Wood as custodian for his nephew.
(15) Includes restricted stock awards of 21,354 shares, all of which are
subject to forfeiture.
(16) Includes restricted stock awards of 667,491 shares, of which 597,207
shares are subject to forfeiture and unexercised stock options for
717,357 shares. Does not include the shares with respect to which
beneficial ownership is disclaimed as indicated in the preceding
footnotes.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has established certain standing committees, which
include the Audit, Nominating, and Compensation Committees.
The Board of Directors met eight times during the last fiscal year. Its
Audit Committee met six times; its Compensation Committee met twice; and its
Nominating Committee met once. Each incumbent Director, other than Mr. Varnedoe,
attended at least 75 percent of the aggregate number of meetings of the Board of
Directors and all committees on which he served during his respective period of
service.
The members of the Audit Committee are Edward L. Baker, Chairman, Joe E.
Beverly and Franklin L. Burke; and the functions of the Audit Committee are: (a)
recommending to the Board of Directors the engagement or discharge of
independent auditors; (b) reviewing investigations into matters relating to
audit functions; (c) reviewing with independent auditors the plan for and
results of the audit engagement; (d) reviewing the scope and results of the
Company's internal auditing procedures; (e) reviewing the independence of the
auditors; (f) considering the range of audit and non-audit fees; (g) reviewing
the adequacy of the Company's system of internal accounting controls; and (h)
reviewing related party transactions.
The members of the Nominating Committee are Robert P. Crozer, Chairman,
Edward L. Baker, Joseph L. Lanier, Jr. and Amos R. McMullian; and the functions
of the Nominating Committee are: (a) selecting or recommending to the Board
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<PAGE> 8
of Directors selection of nominees for election as Directors; and (b)
considering the performance of incumbent Directors in determining whether to
nominate them for reelection. The Nominating Committee will consider nominations
for the next annual meeting which are submitted by shareholders in writing to
the Secretary of the Company at the Company's principal office by December 23,
1999.
The members of the Compensation Committee are Joseph L. Lanier, Jr.,
Chairman, Edward L. Baker and Franklin L. Burke. The functions of the
Compensation Committee are: (a) approving, or recommending to the Board of
Directors approval of, compensation plans for officers and Directors; (b)
approving, or recommending to the Board of Directors approval of, remuneration
arrangements for Directors and senior management; and (c) granting benefits
under compensation plans.
DIRECTORS' FEES
Each nonemployee member of the Board of Directors receives payments
pursuant to a standard arrangement. For fiscal year 1998, such Directors
received: (i) $1,000 for each meeting of the Board or committee of the Board
attended, with each chairman of a Board committee receiving an annual retainer
of $3,000; (ii) $2,000 per month; and (iii) reimbursement for travel expenses.
During the fiscal year, W. H. Flowers, retired Chairman of the Board of
Directors of the Company and L. S. Flowers, a Director of the Company, received
payments totaling $186,853 and $61,802, respectively, for consulting services
provided to the Company pursuant to written contracts between the Company and
each individual. The contracts provide that during their term each of Messrs.
Flowers will not compete, directly or indirectly, with the Company. Unless
earlier terminated, each respective contract will terminate upon the death of
each individual.
Heeth Varnedoe III, who retired as President and Chief Operating Officer on
June 28, 1997 and whose term of office as a Director expires at the 1999 Annual
Meeting of Shareholders, continued to be employed as a consultant by the Company
pursuant to a consulting agreement dated the date of his retirement as an
officer. Pursuant to that agreement, Mr. Varnedoe was paid compensation at the
annualized rate of $194,618 through February 10, 1999. Mr. Varnedoe also
continued to participate in the Company's employee benefit plans through
February 10, 1999. The agreement provided that, in consideration of an
additional payment of $45,000 per year, Mr. Varnedoe will not compete, directly,
or indirectly, with the Company.
NONEMPLOYEE DIRECTORS' EQUITY PLAN
The Company has a Nonemployee Directors' Equity Plan (the "Directors'
Plan") pursuant to which an aggregate of 300,000 shares of Common Stock may be
issued and as to which grants or awards of stock options may be made.
All individuals who are nonemployee Directors on the first day of the
Company's fiscal year (a "Plan Year") are eligible to participate in the
Directors' Plan. Under the Directors' Plan, the nonemployee Director may
designate the amount of that portion of the Director's annual compensation which
is payable, without regard to the number of Board or committee meetings attended
or committee positions held (the "Retainer"), which can be invested in stock
options (an "Option") under the Directors' Plan. A Director shall be permitted
to invest in an Option under the Directors' Plan only if the total amount
invested by that Director is equal to at least 25% of the Retainer. To the
extent a Director elects to invest all or a portion of the Retainer for a Plan
Year, an Option shall be granted on the first day of such Plan Year for that
number of shares of Common Stock ("Shares") equal to 150% of the amount of the
Retainer invested divided by the value of an Option for one Share on the
valuation date. For this purpose, value shall be determined by the Black-Scholes
option pricing model, as applied by the Compensation Committee.
Subject to the expiration or earlier termination of the Option, 100% of the
Option shall become exercisable on the first anniversary of the date of grant.
An Option shall expire ten years from the date the Option is granted and shall
be subject to earlier termination as provided below. Once an Option becomes
exercisable, it may thereafter be exercised, wholly or in part, at any time
prior to its expiration or termination. In the event of the Director's
termination from service on the Board of Directors, an outstanding Option may be
exercised only to the extent it was exercisable on the date of such termination
and shall expire two years after such termination, or on its stated expiration
date, whichever occurs first. Notwithstanding the above, in the event of a
termination for cause, as determined by the Compensation Committee, all
unexercised Options shall be forfeited.
6
<PAGE> 9
EXECUTIVE COMPENSATION
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The executive compensation program of the Company is administered by the
Compensation Committee of the Board of Directors (the "Committee"), which is
comprised of three non-employee Directors. The Committee periodically evaluates
the executive compensation program to assure that it is reasonable, equitable,
and competitive. The Committee considers the recommendations of independent
compensation specialists in evaluating compensation levels, plan design, and
administration.
Compensation Philosophy
The Committee administers each aspect of the executive compensation program
in a manner that emphasizes the Company's primary long-term goals which are the
creation of consistent earnings growth and the enhancement of shareholder value
in the Company's Common Stock. The Committee considers these goals to be
attainable by maintaining continuity within an experienced, professional and
technically proficient executive group. The compensation program is therefore
designed (a) to be competitive with other similarly situated companies, (b) to
be equitable by offering a reasonable level of base compensation, and (c) to
align the interests of the executives with those of the shareholders. The
primary compensation arrangements, tailored to fulfill this philosophy and
utilized by the Committee in various combinations, are as follows:
Base Salary
Each year, the Committee reviews the contribution made to the Company's
performance by each senior executive and approves the executive's base salary.
The base salary represents the Company's ongoing compensation commitment and
forms the foundation for the executive compensation program. The Committee
ensures that a competitive base salary is maintained for each executive by
periodically reviewing the results of independent national survey data for
comparable positions in companies with a dollar sales volume similar to Flowers.
Bonus Plan
The Company's Bonus Plan provides for an annual incentive bonus, which is
expressed as a percentage of base salary, varying by position with the Company.
A bonus is awarded upon the Company's attainment of a specified earnings goal.
In addition, the Bonus Plan is designed to provide the executive an increased
award, limited to an amount determined as twice the bonus percentage established
for the executive's position multiplied by the executive's base salary, if
actual earnings significantly exceed the goal. Correspondingly, the Bonus Plan
is designed to provide the executive a lesser award if actual earnings fall
below the goal, and no award at all if actual earnings fall below eighty percent
of the goal. This mechanism provides motivation for the executive to continue to
strive for improved earnings in any given year, regardless of the fact that the
goal may, or may not, be obtained.
Stock Incentive Plans
In keeping with the Committee's philosophy that the element of shareholder
risk is an essential compensation tool, stock based incentives comprise the
largest portion of the compensation program for the persons listed in the
Summary Compensation Table. The Committee believes that continuation of stock
based incentives is fundamental to the enhancement of shareholder value.
In years prior to fiscal 1993, the Committee granted stock options under
the Company's 1982 Incentive Stock Option Plan (the "1982 Plan"). The 1982 Plan
expired on October 15, 1992, and therefore no additional grants will be made
under the 1982 Plan, although the individuals in the executive group have
available currently exercisable options granted under the 1982 Plan with
expiration dates up to the year 2001.
The 1989 Executive Stock Incentive Plan, as amended (the "ESIP"), is the
Company's ongoing intermediate and long-term incentive plan. The ESIP provides
the Committee an opportunity to make a variety of stock based awards while
selecting the form that is the most appropriate for the Company and the
executive group. The three types described below contain elements which focus
the executive's attention on one of the Company's primary goals, the enhancement
of shareholder value.
NON-QUALIFIED STOCK OPTIONS: During fiscal 1996, the Committee granted
non-qualified stock options under the ESIP (the "1996 Options"). The 1996
Options are exercisable at any time, commencing on the first anniversary of the
grant date, until the year 2005. The executives are required to pay the market
value of the shares, determined as of the
7
<PAGE> 10
grant date, which was $8.44 (the "Option Price"). The executives have no rights
as shareholders with respect to the common shares subject to the 1996 Options
until payment of the Option Price. The 1996 Options are subject to forfeiture in
the event of termination of employment, other than for retirement, disability,
death, termination without cause, or termination for any reason which the
Committee determines should not result in forfeiture.
During fiscal 1998, the Committee granted non-qualified stock options under
the ESIP (the "1998 Options"). The 1998 Options are exercisable at any time,
commencing on the fourth anniversary of the grant date, until the year 2008. The
executives are required to pay the market value of the shares, determined as of
the grant date, which was $21.00 (the "Option Price"). The executives have no
rights as shareholders with respect to the common shares subject to the 1998
Options until payment of the Option Price. The 1998 Options are subject to
forfeiture in the event of termination of employment, other than for retirement,
disability, death, termination without cause, or termination for any reason
which the Committee determines should not result in forfeiture.
EQUITY INCENTIVE AWARDS: During fiscal 1992, the Committee granted an award
under the ESIP referred to as the Equity Incentive Award (the "1992 Award"). The
executives were required to pay one half of the market value of the shares,
determined as of the award date, no later than the termination of the last
restrictions on the 1992 Award. The restrictions on the shares of the 1992 Award
terminated ratably over the five-year period which ended November 15, 1996. The
unvested shares were subject to forfeiture in the event of termination of
employment, other than for retirement, disability, death, termination without
cause, or termination for any reason that the Committee determined should not
result in forfeiture, prior to November 15, 1996. The executives were entitled
to vote the shares and receive the common stock dividend during the period in
which the shares were subject to forfeiture. These shares fully vested in fiscal
1997 and all shares were purchased by the executives.
Consistent with the Committee's philosophy of aligning executive
compensation with the shareholders market appreciation goal, the 1992 Award
provided that in the event the per share market value of the Common Stock
reached or exceeded target per share market values of $8.00 and $10.22 prior to
the expiration of the 1992 Award on November 15, 1996, the recipient would
receive additional shares. During fiscal 1993, the Common Stock target market
value of $8.00 per share was attained and additional shares equal to one-half of
the 1992 Award were granted, subject to the same terms and conditions as the
1992 Award but with a three year ratable period during which the restrictions
lapsed and at a purchase price of $4.00 per share. These additional shares fully
vested in fiscal 1996 and all shares were purchased by the executives. During
fiscal 1996, the Common Stock target market value of $10.22 per share was
attained and additional shares equal to one-half of the 1992 Award were granted,
subject to the same terms and conditions as the 1992 Award but with a three year
ratable period during which the restrictions will lapse and at a purchase price
of $5.11 per share.
RESTRICTED STOCK AWARDS: During the twenty-seven week transition period
ended January 3, 1998, the Committee granted an award under the ESIP referred to
as the June 1997 Restricted Stock Award (the "June 1997 Award"). The executives
are required to pay one-half of the market value of the shares, determined as of
the grant date, which was $8.75. The restrictions on the shares under the June
1997 Award lapse on June 15, 2001. The unvested shares are subject to forfeiture
in the event of termination of employment, other than for retirement,
disability, death, termination without cause, or termination for any reason that
the Committee determines should not result in forfeiture, prior to June 15,
2001. The executives are entitled to vote the shares and receive the Common
Stock dividend during the period in which the shares are subject to forfeiture.
Consistent with the Committee's philosophy of aligning executive
compensation with the shareholders' market appreciation goal, the June 1997
Award provided that in the event the per share market value of the Common Stock
reached or exceeded a targeted average high and low per share market value of
$25.63 prior to the expiration of the June 1997 Award on June 15, 2001, the
recipient would receive additional shares. During fiscal 1998, the Common Stock
targeted average high and low per share market value of $25.63 was attained and
additional shares equal to the June 1997 Award were granted, subject to the same
terms and conditions as the June 1997 Award but with a two year restriction
period that lapses on February 26, 2000 and at a purchase price of $12.82.
Compensation of Chief Executive Officer
During fiscal 1998, Mr. McMullian received a base salary of $736,000, which
amount was determined by the Committee to be appropriate in consideration of the
Company's performance, Mr. McMullian's leadership and contribution to the
Company's performance and market conditions. In accordance with the terms of the
bonus plan, Mr. McMullian was awarded a bonus of $552,000 for fiscal 1998 based
upon the actual earnings goals being attained.
During fiscal 1998, Mr. McMullian was granted the right to purchase 56,982
shares of the Company's Common Stock under the terms of the June 1997 Award.
Additionally, he was granted 1998 Options to purchase 198,000 shares of the
Company's Common Stock.
8
<PAGE> 11
Deductibility of Compensation Expenses
The Company is not allowed a federal income tax deduction for compensation
paid to certain executive officers in excess of $1 million, except to the extent
such compensation constitutes "performance based compensation" as defined by the
Internal Revenue Code. The Committee believes that the provisions of the Bonus
Plan and the additional grant feature of Restricted Stock Awards made under the
ESIP will result in performance based compensation and the Company will not lose
any federal income tax deduction for compensation paid under these compensation
programs. The Committee will consider this deduction limitation during future
deliberations and will continue to act in the best interests of the Company.
Summary
The Committee believes the base salary and the Bonus Plan provide an
efficient and effective mechanism to reward the executive group for the daily
leadership required to maximize the Company's current performance. Additionally,
the stock-based awards granted under the ESIP serve to align the long term
interests of the executives with those of the shareholders so that decisions are
made as owners of the Company.
The Compensation Committee
of the Board of Directors
Joseph L. Lanier, Jr., Chairman
Edward L. Baker
Franklin L. Burke
STOCK PERFORMANCE GRAPH
<TABLE>
<CAPTION>
Flowers
Measurement Period Industries, S&P 500
(Fiscal Year Covered) Inc. Foods-500 Index
<S> <C> <C> <C>
1/1/93 100 100 100
12/31/94 99.05 111.78 101.32
12/30/95 103.90 142.59 139.36
1/4/97 192.22 168.92 173.03
1/3/98 279.57 244.71 229.58
1/2/99 334.50 262.02 293.79
</TABLE>
Companies in the S&P Foods-500 Index are weighed by market capitalization
indexed to $100 at January 1, 1993. All dividends are deemed reinvested over the
reported period.
9
<PAGE> 12
EXECUTIVE COMPENSATION
The following table provides certain summary information concerning
compensation of the Company's Chief Executive Officer and each of the four other
most highly compensated Executive Officers of the Company for the periods
indicated.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
--------------------------------------- ----------------------------------------
RESTRICTED LONG TERM ALL
OTHER STOCK OPTION INCENTIVE OTHER
NAME AND FISCAL SALARY BONUS COMP. AWARDS AWARDS PAYOUTS COMP.
PRINCIPAL POSITION YEAR $ $ $ $ # $ $
- -------------------------------------- ------ ------- ------- ----- ---------- ------- --------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Amos R. McMullian 1998 736,000 552,000 0 730,509 198,000 0 0
Chairman of the Board and 1997T(1) 313,096 187,858 0 498,593 0 0 0
Chief Executive Officer 1997(2) 505,680 505,680 0 0 0 0 0
1996(3) 481,600 0 0 410,737 225,000 0 0
Robert P. Crozer 1998 579,616 405,731 0 279,399 146,000 0 0
Vice Chairman of the Board 1997T(1) 211,327 105,663 0 190,698 0 0 0
1997(2) 389,235 311,388 0 0 0 0 0
1996(3) 370,700 0 0 277,239 135,000 0 0
C. Martin Wood III 1998 248,539 99,415 0 124,572 28,000 0 0
Senior Vice President and 1997T(1) 125,135 50,054 0 85,024 0 0 0
Chief Financial Officer 1997(2) 210,000 147,000 0 0 0 0 0
1996(3) 200,000 0 0 164,281 56,250 0 0
George E. Deese 1998 345,700 156,900 0 192,249 47,500 0 0
President and Chief Operating 1997T(1) 162,623 73,180 0 131,215 0 0 0
Officer, Flowers Bakeries, Inc. 1997(2) 268,695 188,087 0 0 0 0 0
1996(3) 255,900 0 0 187,297 90,000 0 0
Gary L. Harrison 1998 345,700 0 0 192,249 47,500 0 0
President and Chief Operating 1997T(1) 162,623 73,180 0 131,215 0 0 0
Officer, Mrs. Smith's Bakeries, Inc. 1997(2) 268,695 263,087 0 0 0 0 0
1996(3) 255,900 0 0 187,297 90,000 0 0
</TABLE>
- ----------------------------------------
(1) Represents the twenty-seven week transition period ended January 3, 1998.
(2) Represents the fifty-two week fiscal year ended June 28, 1997.
(3) Represents the fifty-two week fiscal year ended June 29, 1996.
The individuals set forth in the table above held the following Equity
Incentive Award and June 1997 Restricted Stock Award shares granted under the
1989 Executive Stock Incentive Plan, subject to the restrictions of each grant,
and valued at the fiscal year end closing market price ($23.9375), less the
price required to be paid by the individual at the time the restrictions lapse:
Messrs. McMullian 140,750 shares, $2,003,225; Crozer 61,668 shares, $913,692;
Wood 30,148 shares, $457,324; Deese 66,635 shares, $1,084,366; and Harrison
66,635 shares, $1,084,366. The shares are entitled to receive any dividends paid
on the Common Stock.
10
<PAGE> 13
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS GRANT
UNDERLYING GRANTED TO DATE
OPTIONS EMPLOYEES IN EXERCISE OR PRESENT
GRANTED FISCAL YEAR BASE PRICE EXPIRATION VALUE
NAME (#) (%) ($/SHARE)(1) DATE (2) ($) (3)
- ----------------- ---------- ------------ ------------ ---------- ---------
<S> <C> <C> <C> <C> <C>
Amos R. McMullian 198,000 17.46 21.00 05/28/08 1,257,300
Robert P. Crozer 146,000 12.87 21.00 05/28/08 927,100
C. Martin Wood
III 28,000 2.47 21.00 05/28/08 177,800
George E. Deese 47,500 4.19 21.00 05/28/08 301,625
Gary L. Harrison 47,500 4.19 21.00 05/28/08 301,625
</TABLE>
Notes:
(1) The exercise price is equal to the fair market value on the date of the
grant.
(2) Options have a ten-year term and become exercisable on the fourth
anniversary of the grant date.
(3) In accordance with the SEC rules, the Black-Scholes option pricing model was
used to estimate the Grant Date Present Value assuming: (i) an expected
volatility of 25.87%; (ii) an expected dividend yield of 3.06%; (iii) a
risk-free interest rate of 5.78%; (iv) an option term of ten years; and (v)
no discounts for non-transferability or risk of forfeiture.
The following table provides information on option exercises during fiscal
1998 by the named executive officer and the value, at the fiscal year end
closing price ($23.9375), of unexercised options.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
AT YEAR END AT YEAR END
(#) ($)
SHARES ACQUIRED VALUE --------------- -----------------
ON EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- ----------------- --------------- --------- --------------- -----------------
<S> <C> <C> <C> <C>
Amos R. McMullian 225,000 2,867,175 NONE/198,000 NONE/581,625
Robert P. Crozer 0 0 269,294/146,000 4,543,008/428,875
C. Martin Wood
III 56,250 896,063 NONE/28,000 NONE/82,250
George E. Deese 0 0 90,000/47,500 1,394,775/139,531
Gary L. Harrison 0 0 145,544/47,500 2,393,668/139,531
</TABLE>
SEVERANCE POLICY
The Company's Severance Policy (the "Policy") would pay one year's
compensation to any employee (including those who are members of a collective
bargaining unit and bargain to be included in the Policy) who is actually or
constructively terminated, other than for good cause, following a Change in
Control, as defined in the Company's benefit plans.
SEPARATION AGREEMENTS
The Company has entered into separation agreements with all of its
Executive Officers as such term is defined under the 1934 Act. These agreements
serve as memoranda of the Change in Control provisions which have been
authorized by the Company in its benefit plans, and provide additional benefits,
including relocation benefits and certain welfare benefits in the event of
termination of employment following a Change in Control, except that these
benefits are to be reduced to the extent benefits are received under the
Severance Policy described above. The Agreements also provide for gross-up
payments to neutralize any excise taxes imposed on payments subject to Section
4999 of the Internal Revenue Code, or additional income taxes on those payments.
The Compensation Committee may select, in its sole discretion, any additional
executives to be offered such separation agreements.
11
<PAGE> 14
RETIREMENT PLAN
The Flowers Industries, Inc. Retirement Plan No. 1 (the "Retirement Plan")
provides a pension upon retirement on or after age 65 to qualified employees of
the Company and its adopting subsidiaries. The pension is the sum of annual
credits earned during employment. Currently, each annual credit is 1.35 percent
of the first $10,000 of W-2 earnings, subject to certain exclusions, for each
year of service and 2 percent of W-2 earnings, subject to certain exclusions, in
excess of $10,000 each year for each year of service. The table below includes
the estimated amounts which would be payable to the persons indicated upon their
retirement at age 65 under the provisions of the Retirement Plan as supplemented
by the Company's Supplemental Executive Retirement Plan described immediately
below and assuming that payment is made in the form of a 50% joint and survivor
annuity.
DISCLOSURE FOR CERTAIN INDIVIDUALS
<TABLE>
<CAPTION>
CREDITED YEARS PROJECTED
OF SERVICE ANNUAL BENEFIT
-------------- --------------
<S> <C> <C>
Amos R. McMullian 35 $331,587
Robert P. Crozer 25 $329,794
C. Martin Wood
III 28 $146,930
George E. Deese 34 $180,875
Gary L. Harrison 42 $139,753
</TABLE>
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The Company's 1990 Supplemental Executive Retirement Plan provides a
supplemental retirement income benefit for any executive who is a participant in
the Retirement Plan, if his Retirement Plan benefit is subject to certain
restrictions which apply to tax-qualified plans. The supplemental benefit is
equal to the excess of (i) the benefit he would have received according to the
Retirement Plan formula had he not been subject to limitations on maximum
benefits or pensionable compensation which may be provided by tax-qualified
plans over (ii) the amount he will receive from the Retirement Plan as so
limited. The 1990 Supplemental Executive Retirement Plan is not tax-qualified.
The purpose of the Plan is to ensure that each participating executive's total
retirement income benefits will equal the amounts that would have been payable
to him under the Retirement Plan absent said limitations. Payments pursuant to
this Plan will be calculated in the form of a life only annuity, and the
actuarial equivalent thereof will be paid in the form which the participating
executive has elected for purposes of the Retirement Plan. Payments will be made
from the Company's general assets. Payments will be made at the same time as the
participant's distributions from the Retirement Plan, except in the event of a
Change in Control, in which event the actuarial equivalent of anticipated
payments will be paid immediately in a lump sum. Accruals under this Plan during
fiscal year 1998 amounted to $703,519, and no distributions were made from the
Plan during fiscal year 1998.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Under the terms of an agreement between the Company and Merrily Plantation,
Inc. ("Merrily"), the Company is granted the use of approximately 6,000 acres of
land owned by Merrily, together with the use of lodging, dining, and conference
room facilities located thereon. The facilities are used primarily for seminars,
training sessions, planning sessions, and other meetings involving Company
employees and for the entertainment of customers. During the last fiscal year,
the Company paid Merrily $92,174. The Company has surveyed facilities comparable
to Merrily to assess the relative quality and cost of such facilities and has
determined that the amount paid to Merrily for the use of its facilities is
competitive with that charged for the use of comparable facilities. The Company
has further determined that the use of the Merrily facilities in the past has
been beneficial to the business of the Company and that its continued use for
employee functions and entertainment of customers is in the Company's best
interest. All of the outstanding capital stock of Merrily is owned by the three
children of W. H. Flowers, the retired Chairman of the Board of Directors of the
Company, and the Fontaine Flowers McFadden Merrily Trust, a trust formed for the
benefit of the descendants of a deceased daughter of W. H. Flowers. One of the
shareholders is the spouse of Robert P. Crozer, who is Vice Chairman of the
Board and a Director of the Company; another of such shareholders is the spouse
of C. Martin Wood III, who is Senior Vice President and Chief Financial Officer
and a Director-nominee of the Company; and another of such shareholders is the
spouse of J. V. Shields, Jr., who is a Director of the Company.
12
<PAGE> 15
PROPOSAL TWO
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
Action is to be taken at the Meeting concerning the selection of the
Company's independent accountants for fiscal year 1999. PricewaterhouseCoopers
LLP, which acted as the Company's independent accountants during the last fiscal
year, is being recommended for selection as the Company's independent
accountants for fiscal year 1999.
Representatives of PricewaterhouseCoopers LLP will be present at the
Meeting and will be available to respond to appropriate questions. Such
representatives will be offered the opportunity to make a statement if they
desire to do so.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS
FOR FISCAL YEAR 1999.
SHAREHOLDERS' PROPOSALS
Any shareholder of the Company who wishes to present a proposal to be
considered at the 2000 Annual Meeting of Shareholders must deliver such proposal
in writing to the Secretary of the Company by December 23, 1999 in order for it
to be included in the proxy materials for the 2000 Annual Meeting of
Shareholders. Pursuant to the rules under the 1934 Act, the Company may use
discretionary authority to vote proxies with respect to shareholder proposals to
be presented in person at the 2000 Annual Meeting of Shareholders if the
shareholder making the proposal has not given notice to the Company by March 6,
2000.
A copy of the Company's Annual Report on Form 10-K for the fiscal year
ended January 2, 1999, which has been filed with the SEC pursuant to the 1934
Act, may be obtained without charge by written request to Shareholder Relations
Department, Flowers Industries, Inc., 1919 Flowers Circle, Thomasville, GA
31757.
FLOWERS INDUSTRIES, INC.
G. ANTHONY CAMPBELL
Secretary
1919 Flowers Circle
Thomasville, Georgia 31757
13
<PAGE> 16
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
<TABLE>
<CAPTION>
<S> <C> <C>
- --------------------------- 1. Election of Directors For All With- For All
FLOWERS INDUSTRIES, INC Edward L. Baker Nominees hold Except
- --------------------------- G. Anthony Campbell [ ] [ ] [ ]
Jackie M. Ward
C. Martin Wood III
NOTE: If you do not wish your shares voted "For" a particular nominee, mark
the "For All Except" box and strike a line through the name(s) of the
nominee(s). Your shares will be voted for the remaining nominee(s).
CONTROL NUMBER:
RECORD DATE SHARES:
For Against Abstain
2. Proposal to select PricewaterhouseCoopers LLP as [ ] [ ] [ ]
independent accountants for the Company for fiscal
year 1999.
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
--------------------- Mark box at right if an address change or comment has
Please be sure to sign and date this Proxy. Date been noted on the reverse side of this card. [ ]
- ---------------------------------------------------------------------
- ----Shareholder sign here--------------Co owner sign here------------
DETACH CARD DETACH CARD
</TABLE>
FLOWERS INDUSTRIES, INC.
Dear Shareholder,
Please take note of the important information enclosed with this Proxy.
Your vote counts, and you are strongly encouraged to exercise your right
to vote your shares.
Please mark the boxes on the proxy card to indicate how your shares will 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 May
28, 1999.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Flowers Industries, Inc.
<PAGE> 17
FLOWERS INDUSTRIES, INC.
1919 FLOWERS CIRCLE
THOMASVILLE, GEORGIA 31757
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 April 7, 1999 by the undersigned, at the Annual Meeting
of Shareholders to be held on May 28, 1999, and at all adjournments thereof.
Management recommends a vote in favor of all nominees listed in item 1 and in
favor of Proposal 2.
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 PROPOSAL 2.
-------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Please sign exactly as your 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).
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- -------------------------------- ---------------------------------------
- -------------------------------- ---------------------------------------
- -------------------------------- ---------------------------------------
