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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 26, 2000
FLOWERS INDUSTRIES, INC.
Georgia 1-9787 58-0244940
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
1919 Flowers Circle, Thomasville, GA 31757
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (229) 226-9110
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ITEM 5. OTHER EVENTS.
On October 26, 2000, Flowers Industries, Inc. ("Flowers") issued a
press release announcing that Flowers, Kellogg Company ("Kellogg") and Keebler
Foods Company ("Keebler") had entered into certain agreements which provide for
Kellogg to acquire Keebler through cash mergers with each of Keebler and
Flowers, the majority stockholder of Keebler, and for Flowers to make a pro rata
distribution to its shareholders, immediately prior to completion of the
mergers, of its bakery operations. These agreements include (1) a distribution
agreement dated as of October 26, 2000 between Flowers and Flowers Foods, Inc.,
a wholly owned subsidiary of Flowers ("Flowers Foods"), pursuant to which
certain assets and liabilities comprising Flowers' bakery operations will be
assigned to, and assumed by, Flowers Foods and the common stock of Flowers Foods
will be distributed pro rata to Flowers shareholders, (2) an agreement and plan
of restructuring and merger dated as of October 26, 2000 between Kellogg and
Flowers pursuant to which Kansas Merger Subsidiary, Inc., a newly formed wholly
owned subsidiary of Kellogg, will be merged with and into Flowers (the "Flowers
Merger Agreement") and (3) an agreement and plan of merger dated as of October
26, 2000 between Kellogg and Keebler pursuant to which FK Acquisition Corp., a
newly formed wholly owned subsidiary of Flowers, will be merged with and into
Keebler (the "Keebler Merger Agreement"). In connection with the foregoing
transactions, Kellogg and Flowers entered into a voting agreement dated as of
October 26, 2000 (the "Voting Agreement" and collectively with the Distribution
Agreement, the Flowers Merger Agreement and the Keebler Merger Agreement, the
"Agreements") whereby Flowers executed a written consent to vote its shares of
Keebler common stock in favor of the Keebler Merger Agreement and against any
competing business combination and to grant an irrevocable proxy to Kellogg in
support of its agreements in the Voting Agreement.
The Agreements and the press release announcing the entering into of
the Agreements are attached hereto as exhibits and are incorporated herein by
reference. The foregoing descriptions of the Agreements are qualified in their
entirety by reference to the attached exhibits.
Item 7(c) - Exhibits
2.1 Distribution Agreement dated as of October 26, 2000 between
Flowers Industries, Inc. and Flowers Foods, Inc.
2.2 Agreement and Plan of Restructuring and Merger dated as of
October 26, 2000 between Flowers Industries, Inc., Kellogg
Company and Kansas Merger Subsidiary, Inc.
2.3 Agreement and Plan of Merger dated as of October 26, 2000
between Keebler Foods Company, Kellogg Company and FK
Acquisition Corp.
2.4 Voting Agreement dated as of October 26, 2000 between Flowers
Industries, Inc. and Kellogg Company.
99.1 Press Release by Flowers Industries, Inc., dated October 26,
2000.
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SIGNATURES
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/ G. A. Campbell
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Name: G. Anthony Campbell
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Title: General Counsel
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Date: November 6, 2000
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EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT
2.1 Distribution Agreement dated as of October 26, 2000 between
Flowers Industries, Inc. and Flowers Foods, Inc.
2.2 Agreement and Plan of Restructuring and Merger dated as of
October 26, 2000 between Flowers Industries, Inc., Kellogg
Company and Kansas Merger Subsidiary, Inc.
2.3 Agreement and Plan of Merger dated as of October 26, 2000
between Keebler Foods Company, Kellogg Company and FK
Acquisition Corp.
2.4 Voting Agreement dated as of October 26, 2000 between Flowers
Industries, Inc. and Kellogg Company.
99.1 Press Release by Flowers Industries, Inc., dated October 26,
2000.
