1 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): March 26, 2001 ------------------ FLOWERS FOODS, INC. ----------------------------------------------------- (Exact name of registrant as specified in its charter) Georgia 1-16247 58-2582379 ------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS employer of incorporation) File Number) Identification No.) 1919 Flowers Circle, Thomasville, GA 31757 ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (229) 226-9110 -------------------------- 2 ITEM 5. OTHER EVENTS. On March 26, 2001, Flowers Foods, Inc. ("Flowers Foods") issued a press release announcing the completion of its spin-off from Flowers Industries, Inc. and Kellogg Company's simultaneous acquisition of Keebler Foods Company through the merger of Flowers Industries with a wholly-owned subsidiary of Kellogg. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On March 29, 2001, Flowers Foods issued a press release announcing that Flowers Industries shareholders will receive a cash payment of $12.50 per share in the merger of Flowers Industries with a wholly-owned subsidiary of Kellogg Company in connection with the acquisition of Keebler Foods Company. This amount was determined following final calculation of certain transaction-related expenses. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. ITEM 7(c) - Exhibits. 99.1 Press release issued by Flowers Foods, Inc., dated March 26, 2001. 99.2 Press release issued by Flowers Foods, Inc., dated March 29, 2001. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FLOWERS FOODS, INC. By: /s/ G. A. Campbell -------------------------------------- Name: G. Anthony Campbell Title: Secretary and General Counsel Date: March 29, 2001 4 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT 99.1 Press release issued by Flowers Foods, Inc., dated March 26, 2001. 99.2 Press release issued by Flowers Foods, Inc., dated March 29, 2001.