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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FLOWERS FOODS, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
343498 10 1
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(CUSIP Number)
G. Anthony Campbell
1919 Flowers Circle
Thomasville, Georgia 31757
(229) 226-9116
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 14, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss. ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
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SCHEDULE 13D
CUSIP NO. 343498 10 1 PAGE 2 OF 6 PAGES
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(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Flowers Industries, Inc.
58-0244940
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ]
(b) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
GEORGIA
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NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY 500
OWNED BY
EACH -------------------------------------------------------------------------
REPORTING
PERSON (8) SHARED VOTING POWER
WITH
0
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(9) SOLE DISPOSITIVE POWER
500
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(10) SHARED DISPOSITIVE POWER
0
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
(SEE INSTRUCTIONS)
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100.0%
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(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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SCHEDULE 13-D
Item 1. Security and Issuer:
Common Stock, $.01 par value
Flowers Foods, Inc.
1919 Flowers Circle
Thomasville, Georgia 31757
Item 2. Identity and Background
Name of Reporting Person: Flowers Industries, Inc.
State of Incorporation: Georgia
Principal Business: Producer and marketer of frozen and
non-frozen baked products
Principal Office Address: 1919 Flowers Circle, Thomasville, Georgia
31757
The attached Schedule I is a list of the directors and executive
officers of Flowers Industries which contains the following information with
respect to each such person:
(a) name;
(b) business address;
(c) present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted; and
(d) citizenship.
During the last five years, neither Flowers Industries nor, to the best
of Flowers' knowledge, any executive officer or director of Flowers Industries:
(i) has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors); or (ii) was a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of which such
person was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
state securities laws or finding any violation with respect to such laws.
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Item 3. Source and Amount of Funds or other Consideration
Flowers Industries, Inc. for consideration of $500, purchased from
Flowers Foods, Inc. 500 shares of its common stock, par value $.01 per share.
The funds for the purchase of common stock came from the working capital of
Flowers Industries.
Item 4. Purpose of Transaction
Flowers Foods, Inc. was formed and all of its outstanding shares of
common stock were purchased by Flowers Industries in connection with the planned
merger of Flowers Industries, Inc. and a wholly owned subsidiary of Kellogg
Company and the simultaneous spin-off of all the outstanding shares of Flowers
Foods to Flowers Industries shareholders.
On October 26, 2000, Flowers Industries and Kellogg Company entered
into an Agreement and Plan of Restructuring and Merger by and among Flowers
Industries, Kellogg Company and Kansas Merger Subsidiary, Inc. pursuant to which
a wholly-owned subsidiary of Kellogg will merge with Flowers Industries. Flowers
Industries, whose primary asset at the time of the merger will be its majority
ownership in Keebler Foods Company, will survive the merger as a wholly-owned
subsidiary of Kellogg. As a condition to the merger and pursuant to a
Distribution Agreement dated October 26, 2000, by and between Flowers Industries
and Flowers Foods, Flowers Industries has agreed to transfer its fresh and
frozen bakery operations, and certain other corporate assets and liabilities, to
Flowers Foods and virtually simultaneously with the merger Flowers Industries
will distribute all of the outstanding shares of Flowers Foods common stock on a
pro-rata basis to its shareholders.
Item 5. Interest in Securities of the Issuer
As of the date hereof, Flowers is deemed to beneficially own 500 shares
of common stock of Flowers Foods, which represents 100% of the outstanding
shares of common stock of Flowers Foods ("Common Stock"). Flowers Industries has
the sole power to dispose of or direct the disposition of all 500 shares of
Common Stock.
No executive officer or director of Flowers Industries beneficially
owns any shares of Common Stock nor have any transactions in the Common Stock
been effected in the past 60 days by Flowers Industries or by any executive
officer or director of Flowers Industries. In addition, no other person is known
by Flowers Industries to have the right to receive or the power to direct the
receipt of dividends from or the proceeds from the sale of the securities
covered by this statement.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
See Item 4 above.
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Item 7. Material to be Filed as Exhibits
2.1 Distribution Agreement by and between Flowers Industries, Inc.
and Flowers Foods, Inc., dated as of October 26, 2000
(incorporated by reference to exhibit 2.1 to Flowers
Industries, Inc. Current Report on Form 8-K dated November 6,
2000).
2.2 Agreement and Plan of Restructuring and Merger dated as of
October 26, 2000, among Flowers Industries, Inc., Kellogg
Company and Kansas Merger Subsidiary, Inc. (incorporated by
reference to exhibit 2.2 to Flowers Industries, Inc. Current
Report on Form 8-K dated November 6, 2000).
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 26, 2001
FLOWERS INDUSTRIES, INC.
/s/ G. Anthony Campbell
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Name: G. Anthony Campbell
Title: Secretary and General Counsel
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SCHEDULE I
NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT OF THE
DIRECTORS AND EXECUTIVE OFFICERS OF FLOWERS INDUSTRIES, INC.
The business address of each director and executive officer is 1919
Flowers Circle, Thomasville, Georgia 31757.
NAME & ADDRESS PRINCIPAL OCCUPATION CITIZENSHIP
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Amos R. McMullian.............. Chairman of the Board of Directors and Chief United States
Executive Officer of Flowers Industries, Inc.
Robert P. Crozer............... Vice Chairman of the Board of Directors of United States
Flowers Industries, Inc.
G. Anthony Campbell............ Director, Secretary and General Counsel of United States
Flowers Industries, Inc.
Jimmy M. Woodward.............. Vice President and Chief Financial Officer of United States
Flowers Industries, Inc.
Edward L. Baker................ Chairman of the Board of Florida Rock United States
Industries, Inc.; Chairman of the Board of
Patriot Transportation Holding Company
Joe E. Beverly................. Chairman of the Board of Commercial Bank, United States
Thomasville, Georgia
Franklin L. Burke.............. Private Investor United States
Langdon S. Flowers............. Retired Chairman of the Board of Flowers United States
Industries, Inc.
Joseph L. Lanier, Jr........... Chairman of the Board and Chief Executive United States
Officer of Dan River, Inc.
J.V. Shields, Jr............... Chairman of the Board and Chief Executive United States
Officer of Shields and Company; Chairman of the
Board and Chief Executive Officer of Capital
Management Associates, Inc.
Jackie M. Ward................. Chairman of the Board of Computer Generation United States
Incorporated
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C. Martin Wood, III............ Retired Chief Financial Officer of Flowers United States
Industries, Inc.
George E. Deese................ President and Chief Operating Officer, Flowers United States
Bakeries
Gary L. Harrison............... President and Chief Operating Officer, Mrs. United States
Smith's Bakeries
Marta Jones Turner............. Vice President of Communications and Investor United States
Relations of Flowers Industries, Inc.
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EXHIBIT INDEX
2.1 Distribution Agreement by and between Flowers Industries, Inc.
and Flowers Foods, Inc., dated as of October 26, 2000
(incorporated by reference to exhibit 2.1 to Flowers
Industries, Inc. Current Report on Form 8-K dated November 6,
2000).
2.2 Agreement and Plan of Restructuring and Merger dated as of
October 26, 2000, among Flowers Industries, Inc., Kellogg
Company and Kansas Merger Subsidiary, Inc. (incorporated by
reference to exhibit 2.2 to Flowers Industries, Inc. Current
Report on Form 8-K dated November 6, 2000).
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