<PAGE> 1
EXHIBIT 99.1
DEFINITIVE AGREEMENTS SIGNED FOR SALE OF KEEBLER TO KELLOGG AND SPIN-OFF OF
FLOWERS FOODS
THOMASVILLE, GA--Flowers Industries, Inc. (NYSE: FLO) announced today that it
has reached agreement for a series of transactions that will result in the sale
of Keebler Foods Company (NYSE: KBL) to Kellogg Company (NYSE: K) and the
spin-off to Flowers shareholders of a new company, Flowers Foods, Inc., which
will consist of its Flowers Bakeries and Mrs. Smith's Bakeries businesses.
Flowers has agreed to sell its controlling stake in Keebler to Kellogg for
$42.00 per share. After deducting certain liabilities at Flowers, management
estimates that cash proceeds of approximately $12.50 will be paid to Flowers
shareholders. In addition to these proceeds, each Flowers shareholder will
receive shares representing a proportionate interest in Flowers Foods.
Kellogg has also reached agreement to acquire the remaining Keebler shares held
by the public for $42.00 per share.
Simultaneously with the sale of the Keebler controlling stake, Flowers will
spin-off to its shareholders the new company, Flowers Foods, Inc., which is
anticipated to trade on the New York Stock Exchange under the original symbol
FLO. Flowers Foods will include the bakery businesses and approximately $250
million in debt. The company will be headquartered in Thomasville, Georgia and
will be led by the Flowers Industries management team.
"These related transactions deliver excellent value to our shareholders from our
Keebler investment and at the same time enable Flowers Foods to continue as a
financially stronger entity focused on Flowers' core strengths," said Amos R.
McMullian, Flowers Industries' chairman of the board and chief executive
officer. "We believe Flowers Foods will be well-positioned to create value for
shareholders by continuing to grow in the baked foods market."
The transactions are subject to customary regulatory approvals and approval by
the shareholders of Flowers and Keebler and are expected to close in the first
quarter of 2001. USB Warburg LLC and Morgan Stanley Dean Witter served as
financial advisors to Flowers in the transactions.
Company Information
Flowers Industries, headquartered in Thomasville, Ga., is a national branded
baked foods company that produces and markets a full line of fresh and frozen
packaged baked foods for retail, foodservice, deli-bakery, institutional and
vend customers through its businesses--Keebler Foods, Flowers Bakeries, and Mrs.
Smith's Bakeries.
Keebler Foods Company, headquartered in Elmhurst, Illinois, is the
second-largest cookie and cracker marketer and manufacturer in the United States
and is also a leading manufacturer for both private label and foodservice
markets. Keebler markets is products under well-recognized brands, such as
Keebler, Cheez-It, Carr's, Ready Crust, Famous Amos, Murray, Plantation and
Austin. Keebler is the licensed supplier with the Children's Television Workshop
of Sesame Street Muppet characters and educational games on a broad range of
snack category products. Through its Little Brownie Bakers subsidiary, Keebler
is the leading licensed supplier of Girl Scout Cookies.
Contact: Marta Jones Turner, Vice President of Communications and Investor
Relations
(912) 227-2348
Mary Krier, Director of Communications
(912) 227-2333
