FLOWERS INDUSTRIES INC /GA
DEFA14A, 2000-11-14
BAKERY PRODUCTS
Previous: ORRSTOWN FINANCIAL SERVICES INC, 10-Q, EX-27, 2000-11-14
Next: ARC WIRELESS SOLUTIONS INC, 10QSB, 2000-11-14


<PAGE>   1

                            SCHEDULE 14A INFORMATION
           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

Filed by the registrant    [X]
Filed by a party other than the registrant    [ ]

Check the appropriate box:
[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by
     Rule 14a-6(e)(2))
[ ]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[X]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                            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)(4) 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

November 3, 2000

Dear Flowers Shareholder:

Flowers Industries announced on October 26 that it reached an agreement to sell
through an integrated series of transactions, its controlling stake in Keebler
Foods to the Kellogg Company for $42.00 per share. The company also announced
that simultaneously with the sale of Keebler, it would spin off to shareholders
a new publicly held company called Flowers Foods, comprised of Flowers Bakeries
and Mrs. Smith's Bakeries.

To put the Keebler sale price into perspective, it's important to remember that
Flowers Industries and its partner acquired Keebler in 1996 for a total
enterprise value of $472 million. We are now selling Keebler for a total
enterprise value of $4.4 billion. Flowers owns approximately 55% of Keebler.
After subtracting Keebler's debt, our proceeds from the transaction will be $1.9
billion. After deducting Flowers' debt for the original investment, its
interest, and transaction costs, we will deliver a total of approximately $1.25
billion to shareholders.

These transactions will allow Flowers Industries' shareholders to receive--in a
tax-advantaged way--approximately $12.50 in cash per share for our investment in
Keebler, after deducting certain liabilities at Flowers. Shareholders also will
receive shares in Flowers Foods, which will be a fine company with good cash
flow and growth potential within the packaged baked foods category. Flowers
Foods is anticipated to trade on the New York Stock Exchange under the original
symbol FLO. The company will include the bakery businesses and approximately
$250 million in debt. It will be headquartered in Thomasville, Georgia, and will
be led by the Flowers Industries management team.

Now that the agreement with Kellogg has been reached, the transaction must be
approved by regulatory agencies as well as by Flowers shareholders. We
anticipate the sale of Keebler and the spin-off of Flowers Foods to occur in the
first quarter of 2001.

We know that you may have many questions about this transaction, especially its
tax implications. For that reason, we have prepared a "question and answer"
document with all the information that is currently available. This document
immediately follows the financial statements in the enclosed third quarter
earnings statement.

As managers of your company, we remain committed to our mission of delivering
value to you, our shareholder. We believe our investment in Keebler has been
extraordinarily successful and that now was the right time to capture that
value. We also believe that shareholders will receive value in Flowers Foods,
which will continue to grow in the future.

We appreciate your investment in Flowers.

Kind Regards,

/s/ Amos R. McMullian                   /s/ Robert P. Crozer
AMOS R. MCMULLIAN                       ROBERT P. CROZER
Chairman of the Board and               Vice Chairman of the Board,
Chief Executive Officer,                  Flowers Industries
  Flowers Industries                    Chairman of the Board, Keebler Foods


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission