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SECURITIES AND EXCHANGE COMMISSION FORM 424B4 Prospectus filed pursuant to Rule 424(b)(4) Filing Date: 1998-04-23 SEC Accession No. 0000950144-98-005017 (HTML Version on secdatabase.com) FILER FLOWERS INDUSTRIES INC /GA Mailing Address Business Address PO BOX 1338 200 US US HWY 19 CIK:826227| IRS No.: 580244940 | State of Incorp.:GA | Fiscal Year End: 0629 HIGHWAY 19 S P O BOX 1338 Type: 424B4 | Act: 33 | File No.: 333-48787 | Film No.: 98599266 THOMASVILLE GA 31792 THOMASVILLE GA 31792 SIC: 2050 Bakery products 9122269110 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1 FILED PURSUANT TO RULE 424(b)(4) REGISTRATION NO. 333-48787 PROSPECTUS $200,000,000 Flowers Industries, Inc. 7.15% DEBENTURES DUE 2028 ------------------------ Interest payable April 15 and October 15 ------------------------ THE DEBENTURES WILL BE REDEEMABLE ON AT LEAST 30 DAYS NOTICE AT THE OPTION OF THE COMPANY, IN WHOLE OR FROM TIME TO TIME IN PART, AT A REDEMPTION PRICE EQUAL TO THE GREATER OF (I) 100% OF THE PRINCIPAL AMOUNT OF THE DEBENTURES TO BE REDEEMED AND (II) THE SUM OF THE PRESENT VALUES OF THE REMAINING SCHEDULED PAYMENTS OF PRINCIPAL AND INTEREST THEREON (EXCLUSIVE OF INTEREST ACCRUED TO SUCH REDEMPTION DATE) DISCOUNTED TO SUCH REDEMPTION DATE ON A SEMIANNUAL BASIS (ASSUMING A 360-DAY YEAR CONSISTING OF TWELVE 30-DAY MONTHS) AT THE TREASURY RATE PLUS 20 BASIS POINTS, PLUS IN EITHER CASE, ACCRUED AND UNPAID INTEREST ON THE PRINCIPAL AMOUNT BEING REDEEMED TO SUCH REDEMPTION DATE. THE DEBENTURES WILL BE REPRESENTED BY A GLOBAL CERTIFICATE REGISTERED IN THE NAME OF THE NOMINEE OF THE DEPOSITORY TRUST COMPANY, WHICH WILL ACT AS THE DEPOSITARY (THE "DEPOSITARY"). BENEFICIAL INTERESTS IN THE GLOBAL CERTIFICATE WILL BE SHOWN ON, AND TRANSFERS THEREOF WILL BE EFFECTED ONLY THROUGH, RECORDS MAINTAINED BY THE DEPOSITARY AND, WITH RESPECT TO THE BENEFICIAL OWNERS' INTERESTS, BY THE DEPOSITARY'S PARTICIPANTS. EXCEPT AS DESCRIBED IN THIS PROSPECTUS, DEBENTURES IN DEFINITIVE FORM WILL NOT BE ISSUED. SETTLEMENT FOR THE DEBENTURES WILL BE IN SAME-DAY FUNDS. SEE "DESCRIPTION OF THE DEBENTURES -- BOOK-ENTRY, DELIVERY AND FORM." CONCURRENTLY WITH THIS OFFERING OF THE DEBENTURES, THE COMPANY IS OFFERING 9,000,000 SHARES OF COMMON STOCK OF THE COMPANY (10,350,000 SHARES IF THE OVER-ALLOTMENT OPTION TO THE U.S. UNDERWRITERS IS EXERCISED IN FULL) IN A UNITED STATES OFFERING AND AN INTERNATIONAL OFFERING (THE "COMMON STOCK OFFERING"). THE NET PROCEEDS OF THE COMMON STOCK OFFERING AND THE DEBENTURES OFFERING ARE EXPECTED TO BE USED TO REPAY INDEBTEDNESS AND FOR GENERAL CORPORATE PURPOSES. SEE "USE OF PROCEEDS." CONSUMMATION OF THE COMMON STOCK OFFERING AND THE DEBENTURES OFFERING ARE NOT CONDITIONED ON EACH OTHER. APPLICATION HAS BEEN MADE FOR THE DEBENTURES TO BE LISTED ON THE NEW YORK STOCK EXCHANGE. ------------------------ SEE "RISK FACTORS" BEGINNING ON PAGE 9 FOR INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS. ------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------ PRICE 99.47% AND ACCRUED INTEREST ------------------------ <TABLE> <CAPTION> UNDERWRITING PRICE TO DISCOUNTS AND PROCEEDS TO PUBLIC(1) COMMISSIONS(2) COMPANY(1)(3) --------- -------------- ------------- <S> <C> <C> <C> Per Debenture...................................... 99.470% .875% 98.595% Total.............................................. $198,940,000 $1,750,000 $197,190,000 </TABLE> ------------ (1) Plus accrued interest from April 15, 1998. (2) The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. See "Underwriters." (3) Before deducting expenses payable by the Company estimated at $520,000. ------------------------ Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The Debentures are offered, subject to prior sale, when, as and if accepted by the Underwriters named herein and subject to approval of certain legal matters by King & Spalding, counsel for the Underwriters. It is expected that delivery of the Debentures will be made on or about April 27, 1998, through the book-entry facilities of the Depositary against payment therefor in immediately available funds. ------------------------ MORGAN STANLEY DEAN WITTER SBC WARBURG DILLON READ INC. April 22, 1998 2 [INSIDE FRONT COVER PAGE GRAPHICS: THREE PHOTOGRAPHS OF FLOWERS PRODUCTS AND FLOWERS LOGO] [INSIDE FRONT COVER GATEFOLD GRAPHICS: LEFT - PHOTOGRAPH OF SAN ANTONIO BAKERY PRODUCTION LINE -- CAPTION: FLOWERS INDUSTRIES, INC. OFFERS A FULL LINE OF FRESH AND FROZEN BAKED FOODS; RIGHT - PHOTOGRAPH COLLAGE OF FLOWERS BRANDED PRODUCTS -- CAPTION: FLOWERS BAKERIES' AUTOMATED PRODUCTION FACILITY IN SAN ANTONIO, TEXAS] 3 NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE DEBENTURES OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION TO SUCH PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREBY SHALL UNDER ANY CIRCUMSTANCES IMPLY THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF. ------------------------------ TABLE OF CONTENTS <TABLE> <CAPTION> PAGE ---- <S> <C> Incorporation of Certain Information by Reference........... i Available Information....................................... ii Summary..................................................... 1 Forward-Looking Statements.................................. 9 Risk Factors................................................ 9 Use of Proceeds............................................. 12 Capitalization.............................................. 13 Unaudited Pro Forma Condensed Consolidated Financial Statements................................................ 14 Selected Consolidated Historical Financial Data............. 20 Management's Discussion and Analysis of Financial Condition and Results of Operations................................. 21 Business.................................................... 28 Management.................................................. 39 Description of the Debentures............................... 41 Underwriters................................................ 48 Legal Matters............................................... 48 Experts..................................................... 49 Index to Consolidated Financial Statements.................. F-1 </TABLE> ------------------------------ CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE DEBENTURES. SPECIFICALLY, THE UNDERWRITERS MAY OVER-ALLOT IN CONNECTION WITH THE OFFERING, AND MAY BID FOR, AND PURCHASE, DEBENTURES IN THE OPEN MARKET. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITERS." INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The following documents filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (the "Exchange Act"), are incorporated herein by reference: (i) The Company's Transition Report on Form 10-K for the transition period ended January 3, 1998; and (ii) The Company's Current Report on Form 8-K dated February 18, 1998 (as amended by Form 8-K/A dated March 13, 1998). All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of the offering of the Common Stock shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. i 4 Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or was deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The information relating to the Company contained in this Prospectus should be read together with the information in the documents incorporated by reference. This Prospectus incorporates documents by reference which are not presented herein or delivered herewith. Such documents (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference)
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