-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WVgPJ1EU11PnzPP55woa53TtCUQn7gNNWKxZI+o4X+z/v4XL66jHSIQxP4xyUrW0 AIKOeZBg8bJMG78xSsp+ew== 0000907098-96-000087.txt : 19961008 0000907098-96-000087.hdr.sgml : 19961008 ACCESSION NUMBER: 0000907098-96-000087 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960629 FILED AS OF DATE: 19961007 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLOWERS INDUSTRIES INC /GA CENTRAL INDEX KEY: 0000826227 STANDARD INDUSTRIAL CLASSIFICATION: BAKERY PRODUCTS [2050] IRS NUMBER: 580244940 STATE OF INCORPORATION: GA FISCAL YEAR END: 0629 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09787 FILM NUMBER: 96640045 BUSINESS ADDRESS: STREET 1: US HWY 19 STREET 2: P O BOX 1338 CITY: THOMASVILLE STATE: GA ZIP: 31792 BUSINESS PHONE: 9122269110 MAIL ADDRESS: STREET 1: PO BOX 1338 200 US HIGHWAY 19 S CITY: THOMASVILLE STATE: GA ZIP: 31792 FORMER COMPANY: FORMER CONFORMED NAME: FLOWERS INDUSTRIES OF GEORGIA INC DATE OF NAME CHANGE: 19871220 10-K/A 1 FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION (Mark One) Washington, D. C. 20549 X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 29, 1996 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission File Number 1-9787 Flowers Industries, Inc. (Exact name of registrant as specified in its charter) Georgia 58-0244940 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) U.S. Highway 19, P. O. Box 1338, Thomasville, Georgia 31792 (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: (912) 226-9110 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Name of Each Exchange Title of Each Class On Which Registered Common Stock, $.625 Par Value, Together with Preferred Share Purchase Rights New York Stock Exchange SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceeding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [check mark] No __ Aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the closing sales price on the New York Stock Exchange on August 9, 1996: $1,034,140,854. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Title of Each Class Outstanding at August 9, 1996 Common Stock, $.625 Par Value 58,437,031 DOCUMENTS INCORPORATED BY REFERENCE Portions of the Company's definitive proxy statement for the annual meeting of shareholders on October 18, 1996 are incorporated by reference into Part III. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [box] PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K Sequential Page a. List of documents filed as part of this report 1. Financial Statements* Report of independent accountants. . . . . . . . . . . . . . . . .8 Consolidated balance sheet at June 29, 1996 and July 1, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . 10 Consolidated statement of income for the fiscal years ended June 29, 1996, July 1, 1995 and July 2, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . 11 Consolidated statement of changes in common stockholders' equity for the fiscal years ended June 29, 1996, July 1, 1995 and July 2, 1994 . . . . . . . . . 12 Consolidated statement of cash flows for the fiscal years ended June 29, 1996, July 1, 1995 and July 2, 1994 . . . . . . . . . . . . . . . . . . . . . . . 13 Notes to consolidated financial statements . . . . . . . . . . . 14 2. Financial Statement Schedules Report of Independent Accountants on Financial Statement Schedule . . . . . . . . . . . . . . . . . . . . . . 28 Schedule -- for the fiscal years ended June 29, 1996, July 1, 1995 and July 2, 1994 II Valuation and qualifying accounts. . . . . . . . . . . 31 3. Exhibits 3(a) Second Restated Articles of Incorporation, as corrected (Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended June 27, 1992, File No. 1-9787). . . . . . . . . . . . . . . . . . . . . . . . . 3(b) Restated By-Laws, as of October 20, 1989 (Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended June 27, 1992, File No. 1-9787) . . . . . . . 4(a) Rights Agreement dated as of March 17, 1989 between the Company and the Rights Agent (Incorporated by reference to the Company's Registration Statement on Form 8-A filed March 21, 1989, as amended, File No. 1-9787). . . . . . . . . . . . . . . . . . . . . . . . . 4(a)(1) First Addendum to Rights Agreement dated as of June 6, 1992 (Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended June 27, 1992, File No. 1-9787) 10(a) Flowers Industries, Inc. Annual Executive Bonus Plan dated August 4, 1995 (Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended July 1, 1995, File No. 1-9787)**. . . . . . . . . . . . . . . . . . . . . . 10(b) Flowers Industries, Inc. 401(k) Retirement Savings Plan (Incorporated by reference to the Company's Registration Statement on Form S-8 filed April 13, 1995, File No. 33-91198)** . . . . . . . 10(c) Severance Policy (Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended July 1, 1989, File No. 1-9787)**. . . . . . . . . . . . . . . . . . . . . . . . 10(d) 1982 Incentive Stock Option Plan, as amended (Incorporated by reference to the Company's Registration Statement on Form S-3/S-8 filed May 18, 1990, File No. 33-34855)** . . . . . . . . . . . 10(e) 1989 Executive Stock Incentive Plan (Incorporated by reference to the Company's Registration Statement on Form S-3/S-8 filed May 18, 1990, File No. 33-34855)** . . . . . . . . . . . . . 10(e)(1) Amendment to the 1989 Executive Stock Incentive Plan, dated as of August 4, 1995 (Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended July 1, 1995, File No. 1-9787)**. . . . . . . . . . . . . . . . . . . . . . 10(f) Flowers Industries, Inc. 1990 Supplemental Executive Retirement Plan (Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 1990, File No. 1-9787)** . . . . . . . . . . . . . . . . 10(g) Stock Purchase Agreement dated as of November 5, 1995, between INFLO Holdings Corporation and UB Investments (Netherlands) BV, as amended by agreement dated January 26, 1996 (Incorporated by reference to the Company's Current Report on Form 8-K(A) dated April 10, 1996, File No. 1-9787 . . . . . . . . . . . . . . . . . . . . . . . . . 10(h) Acquisition Agreement dated as of May 1, 1996, among Flowers Industries, Inc., Mrs. Smith's Bakeries, a wholly-owned subsidiary of Flowers Industries, Inc., The J.M. Smucker Company, and Mrs. Smith's, Inc., a wholly-owned subsidiary of The J. M. Smucker Company (Incorporated by reference to the Company's Current Report on Form 8-K dated June 13, 1996, File No. 1-9787 . . . . . . . . . . . . . . . . . . . . . . . . . 11 Statement re computation of per share earnings . . . . . . . . . . . . . . . . . . . . . . 32 22 Subsidiaries of the Registrant . . . . . . . . . . . . 33 23 Consent of Independent Accountants . . . . . . . . . . 35 27 Financial Data Schedule. . . . . . . . . . . . . . . . 36 b. Reports on Form 8-K On June 13, 1996, the Company filed a Form 8-K containing certain information relating to the acquisition of certain assets of Mrs. Smith's Inc. from Mrs. Smith's Inc. and its parent company, The J.M. Smucker Company. This Form 8-K was amended on August 14, 1996 by a Form 8-K(A) containing certain historical and proforma financial information. * The individual financial statements of the Registrant have been omitted since the Registrant is primarily an operating company and all subsidiaries included in the consolidated financial statements, in the aggregate, do not have minority equity interest and/or indebtedness to any person other than the Registrant or its consolidated subsidiaries in amounts which exceed 5 percent of total consolidated assets at June 29, 1996, excepting indebtedness incurred in the ordinary course of business which is not overdue and which matures within one year from the date of its creation. ** Management contract or compensatory plan or arrangement required to be filed as an exhibit hereto pursuant to Item 14(c) of Form 10-K. 27 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned thereunto duly authorized. Flowers Industries, Inc. (Registrant) Date October 7, 1996 /s/ C. Martin Wood III By: C. Martin Wood III Senior Vice President and Chief Financial Officer 30 EX-27 2
5 This schedule contains summary financial information extracted from the Flowers Industries, Inc. Consolidated Statement of Income for the fiscal year ended June 29, 1996 and the Flowers Industries, Inc. Consolidated Balance Sheet at June 29, 1996 and is qualified in its entirety by reference to such financial statements. 1,000 12-MOS JUN-29-1996 JUL-02-1996 JUN-29-1996 25,039 0 120,301 0 68,576 230,227 684,577 264,107 849,443 181,748 0 0 0 36,932 268,392 849,443 1,238,564 1,250,584 674,762 1,202,244 0 0 13,004 48,340 18,185 0 0 0 0 30,768 0.54 0.54
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