SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): June 26, 2008 (June 25, 2008)
FLOWERS FOODS, INC.
(Exact name of registrant as specified in its charter)
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| Georgia
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1-16247
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58-2582379 |
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(State or other
jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 1919 Flowers Circle, Thomasville, GA
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31757 |
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| (Address of principal executive offices)
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(Zip Code) |
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| Registrant’s telephone number, including area code:
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(229) 226-9110 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On June 26, 2008, Flowers Foods, Inc. (“Flowers’) issued a press release announcing
that it had entered into an agreement to purchase all of the issued and outstanding shares of
capital stock of the holding company of Southern Bakeries, Inc. (“Southern”), which manufactures
and sells fresh breads and rolls in Lakeland, Florida under the name ButterKrust Bakery. The
purchase price for the shares is $90 million, less certain indebtedness and other payments.
Following the acquisition, Southern will be owned by a wholly owned subsidiary of Flowers. The
parties have made customary representations, warranties and covenants in the agreement, and the
completion of the acquisition is subject to regulatory approvals, including, without limitation,
regulatory clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and customary
closing conditions.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(c) Exhibits.
The following exhibits are furnished as part of this Report:
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Description |
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99.1
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Press Release of Flowers Foods, Inc. dated June 26, 2008 |
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