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): May 9, 2003 (April 24, 2003)

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

ITEM 2. Acquisition or Disposition of Assets.

     On April 24, 2003 Flowers Foods, Inc. (the “Company”) issued a press release announcing the completion of the sale of substantially all the assets of its Mrs. Smith’s Bakeries frozen desert business to The Schwan Food Company (“Schwan”). The transaction was valued at approximately $240 million. The value received by the Company was determined on the basis of arm’s length negotiations between the parties. The sale was completed in accordance with the Asset Purchase Agreement dated January 29, 2003 by and among the Company, Mrs. Smith’s Bakeries, LLC and Schwan. The final purchase price is subject to a net prepayment and inventory adjustment which is to be calculated within ninety (90) days following the closing of the transaction. A copy of the press release is furnished with this report as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

ITEM 7. Financial Statements and Exhibits.

a.	Financial statements of business acquired.
	Not applicable.
b.	Pro Forma financial information.
	The required pro forma financial information is filed herewith as part of this report.
c.	Exhibits.
	The following exhibits are furnished as part of this Report:

EXHIBIT NUMBER	EXHIBIT
2.1	Asset Purchase Agreement dated January 29, 2003 by and among The Schwan Food Company, Flowers Foods, Inc. and Mrs. Smith’s Bakeries, LLC
2.2	First Amendment to Asset Purchase Agreement dated April 24, 2003 by and among The Schwan Food Company, Flowers Foods, Inc. and Mrs. Smith’s Bakeries, LLC
99.1	Press release of Flowers Foods, Inc. dated April 24, 2003

Unaudited Pro Forma Financial Information

     The following unaudited pro forma condensed consolidated balance sheet as of December 28, 2002 presents our combined financial position assuming the sale of certain assets of Mrs. Smith’s Bakeries’ frozen dessert business to The Schwan Food Company (the “transaction”) had been completed on that date. The following unaudited pro forma condensed consolidated income statements for the 52 weeks ended December 28, 2002, December 29, 2001 and December 30, 2000 presents our combined results of operations assuming that the transaction had been completed on January 2, 2000. In the opinion of management, these statements include all material adjustments necessary to reflect, on a pro forma basis, the impact of the transaction on the historical financial information of the Company. The adjustments set forth in the “Pro Forma Adjustments” column are described in the Notes to Unaudited Pro Forma Condensed Consolidated Financial Information.

     Following the transaction, the Company will consist of Flowers Foods Bakeries Group, LLC, our producer and marketer of fresh packaged bakery products and Flowers Foods Specialty Group, LLC, our producer and marketer of frozen bakery products and fresh bakery snack products. Consequently, the financial statements of the Company will consist of the historical financial statements of the Company, with Mrs. Smith’s Bakeries’ frozen dessert business presented as a discontinued operation. Accordingly, the following unaudited pro forma financial information reflects the exclusion of the assets and liabilities disposed of and the results of operations of Mrs. Smith’s Bakeries’ frozen dessert business.

     Our unaudited pro forma condensed consolidated financial information should be read in conjunction with the consolidated financial statements and the related notes contained in our Form 10-K for the fiscal year ended December 28, 2002 as filed with the Securities and Exchange Commission on March 28, 2003. Our unaudited pro forma condensed consolidated financial information has been presented for informational purposes only and does not reflect the results of operations or financial position of the Company that would have existed had we operated without the Mrs. Smith’s Bakeries’ frozen dessert business for the periods presented and should not be relied upon as being indicative of our future results after the transaction.

Flowers Foods, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
(Amounts in thousands, except share data)

				December 28, 2002
									Pro forma adjustments
															Pro forma
				Flowers Foods			Mrs. Smith's (a)		Debit			Credit			Flowers Foods
			ASSETS
Current Assets:
	Cash and cash equivalents			$	69,826		$	0	$	231,551	(b)	$	249,972	(b)	$	28,235
													23,170	(c)
	Accounts and notes receivable, net				104,121			0								104,121
	Inventories, net				81,897			53,998								27,899
	Spare parts and supplies				23,468			3,649								19,819
	Assets held for sale				18,563			0								18,563
	Other				12,689			2,615								10,074
					310,564			60,262								208,711
Net Property, Plant and Equipment					579,739			141,592								438,147
Deferred Taxes					22,267			0		13,400	(c)					35,667
Other Assets					13,390			3,179					4,600	(c)		5,611
Notes Receivable					71,599			0								71,599
Goodwill, net					54,249			0								54,249
Other Intangible Assets, net					44,572			34,468								10,104
				$	1,096,380										$	824,088
		LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
	Current maturities of long-term debt			$	27,231		$	0	$	25,844	(b)				$	1,387
	Accounts payable				82,827			0								82,827
	Other accrued liabilities				94,461			794		3,948	(b)					82,919
										6,800	(d)
					204,519			794								167,133
Long-Term Debt and Capital Leases					223,133			0		217,733	(b)					5,400
Other Liabilities:
	Postretirement/postemployment obligations				54,486			0								54,486
	Facility closing costs and severance				7,337			0								7,337
	Other				13,909			2,133		570	(b)					11,206
					75,732			2,133								73,029
Stockholders’ Equity:
	Preferred stock — $100 par value
	Preferred stock — $.01 par value
	Common stock				300			0								300
	Capital in excess of par value				483,142			0								483,142
	Retained earnings				131,388			0		17,070	(c)					110,118
										4,200	(c)
	Accumulated other comprehensive loss				(21,834	)		0					6,800	(d)		(15,034	)
					592,996			0								578,526
				$	1,096,380										$	824,088

The notes to this unaudited pro forma condensed consolidated balance sheet are an integral part of the pro forma financial information presented.

Flowers Foods, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Income
(Amounts in thousands, except per share data)

	52 Weeks Ended December 28, 2002
							Pro forma adjustments
													Pro forma
	Flowers Foods			Mrs. Smith’s (e)			Debit			Credit			Flowers Foods
Net sales	$	1,652,162		$	323,555								$	1,328,607
Materials, supplies, labor and other production costs (exclusive of depreciation and amortization shown below)		910,369			258,483									651,886
Selling, marketing and administrative expenses		613,020			62,965									550,055
Depreciation and amortization		73,965			17,192									56,773
Asset impairment		26,500			24,368									2,132
Unusual charges		1,111			1,111									0
Income from operations		27,197			(40,564	)								67,761
Interest income		(5,686	)		0									(5,686	)
Interest expense		22,167			3,454					$	15,973	(f)		2,740
Income (loss) from continuing operations before income taxes		10,716			(44,018	)								70,707
Income tax expense		4,593			0		$	22,629	(g)					27,222
Net income (loss) from continuing operations	$	6,123		$	(44,018	)							$	43,485
Net Income Per Common Share:
Basic	$	0.20											$	1.46
Weighted average shares outstanding		29,836												29,836
Diluted	$	0.20											$	1.42
Weighted average shares outstanding		30,528												30,528

The notes to this unaudited pro forma condensed consolidated statement of income are an integral part of the pro forma financial information presented.

Flowers Foods, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Income
(Amounts in thousands, except per share data)

	52 Weeks Ended December 29, 2001
							Pro forma adjustments
													Pro forma
	Flowers Foods(h)			Mrs. Smith’s(e)			Debit			Credit			Flowers Foods
Net sales	$	1,627,004		$	327,514								$	1,299,490
Materials, supplies, labor and other production costs (exclusive of depreciation and amortization shown below)		888,824			247,955									640,869
Selling, marketing and administrative expenses		622,132			68,017									554,115
Depreciation and amortization		73,815			16,691									57,124
Insurance proceeds		(7,473	)		(7,473	)								0
Unusual charges		43,898			17,393									26,505
Extraordinary gain on early extinguishment of debt		(6,422	)		0									(6,422	)
Income from operations		12,230			(15,069	)								27,299
Interest income		(4,278	)		0									(4,278	)
Interest expense		36,466			1,993					$	19,154	(f)		15,319
Income (loss) from continuing operations before income taxes		(19,958	)		(17,062	)								16,258
Income tax expense (benefit)		(5,665	)		0		$	11,924	(g)					6,259
Net income (loss) from continuing operations	$	(14,293	)	$	(17,062	)							$	9,999
Net Income (Loss) Per Common Share:
Basic	$	(0.48	)										$	0.34
Weighted average shares outstanding		29,798												29,798
Diluted	$	(0.48	)										$	0.34
Weighted average shares outstanding		29,798												29,798

The notes to this unaudited pro forma condensed consolidated statement of income are an integral part of the pro forma financial information presented.

Flowers Foods, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Income
(Amounts in thousands, except per share data)

	52 Weeks Ended December 30, 2000
							Pro forma adjustments
													Pro forma
	Flowers Foods			Mrs. Smith's(e)			Debit			Credit			Flowers Foods
Net sales	$	1,562,879		$	316,696								$	1,246,183
Materials, supplies, labor and other production costs (exclusive of depreciation and amortization shown below)		900,198			256,251									643,947
Selling, marketing and administrative expenses		585,434			66,496									518,938
Depreciation and amortization		67,102			16,847									50,255
Insurance proceeds		(17,193	)		(17,193	)								0
Asset impairment		17,383			17,383									0
Unusual charges		321			1,475									(1,154	)
Income (loss) from operations		9,634			(24,563	)								34,197
Interest income		0			0									0
Interest expense		68,373			4,423					$	15,727	(f)		48,223
(Loss) from continuing operations before income taxes		(58,739	)		(28,986	)								(14,026	)
Income tax expense (benefit)		(16,457	)		0		$	12,530	(g)					(3,927	)
Net (loss) from continuing operations	$	(42,282	)	$	(28,986	)							$	(10,099	)
Net (Loss) Per Common Share:
Basic	$	(1.41	)										$	(0.34	)
Weighted average shares outstanding		30,036												30,036
Diluted	$	(1.41	)										$	(0.34	)
Weighted average shares outstanding		30,036												30,036

The notes to this unaudited pro forma condensed consolidated statement of income are an integral part of the pro forma financial information presented.

Notes to Unaudited Pro Forma Condensed Consolidated Financial Information
(Amounts in Thousands)

(a)	Reflects the separation of the assets and liabilities of the Mrs. Smith’s Bakeries’ frozen dessert business sold to The Schwan Food Company that are included in the Company’s consolidated balance sheet as of December 28, 2002.
(b)	Reflects the payment of the Company’s senior secured credit facility as required by such facility upon consummation of the transaction, capital lease obligations, related interest and certain other liabilities. Proceeds from the transaction of $231.6 million, as well as a portion of the Company’s cash holdings were used for this payment.
(c)	In connection with the transaction, an estimate of the various transaction and other costs are as follows. Approximately $26.1 million of these costs will be reported in discontinued operations in fiscal year 2003.

Investment banking fees		$	1,870
Legal and accounting fees			1,400
Deferred financing costs			4,600	(1)
Lease breakage fees			4,800
Settlement of interest rate swap			5,500
Separation and severance			4,800	(2)
System license transfer fees			1,600
Indemnification insurance premium			2,700
Other			500
	Total	$	27,770

(1)	Represents a non-cash write-off of deferred financing costs.
(2)	Total cash payments for separation and severance was approximately $5.8 million, of which $1.0 million was already accrued in the Company’s liabilities.
	As a result of the sale, the Company expects to record a loss of approximately $21.2 million, (net of a $13.4 million tax benefit) which includes the transaction costs detailed above and approximately $4.2 million, net of tax, resulting from the sale of the assets.

(d)	Represents the settlement of the interest rate swap at December 28, 2002. The cash payment of this settlement is included in the liabilities discussed in footnote (b) above.
(e)	Represents the exclusion of the results of operations of the Mrs. Smith’s Bakeries’ frozen dessert business that are included in the Company’s consolidated statements of income for the periods presented.
(f)	Reflects the change in interest expense as a result of the payment of the Company’s senior secured credit facility and capital lease obligations.
	A 1/8% change in the interest rates used to calculate the change in interest expense in the respective pro forma condensed consolidated statements of income would yield the following pro forma net income (loss) from continuing operations:

	Increase 1/8%			Decrease 1/8%
52 weeks ended December 28, 2002	$	43,379		$	43,591
52 weeks ended December 29, 2001	$	9,757		$	10,242
52 weeks ended December 30, 2000	$	(10,667	)	$	(9,531	)

(g)	For fiscal 2002 and fiscal 2001, adjustment reflects the Company’s pro forma tax rate at 38.5%, which historically approximates its rate during profitable years. For fiscal 2000, the adjustment approximates the effective tax rate of 28% for that year.
(h)	Reflects a reclassification to income from operations an extraordinary gain on early extinguishment of debt of $3.9 million, net of tax, pursuant to Statement of Financial Accounting Standards No. 145, “Recission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections”.

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/ Jimmy M. Woodward Name: Jimmy M. Woodward Title: Sr. Vice-President, Chief Financial Officer and Chief Accounting Officer
Date: May 9, 2003

EXHIBIT INDEX

EXHIBIT NUMBER	EXHIBIT
2.1	Asset Purchase Agreement dated January 29, 2003 by and among The Schwan Food Company, Flowers Foods, Inc. and Mrs. Smith’s Bakeries, LLC
2.2	First Amendment to Asset Purchase Agreement dated April 24, 2003 by and among The Schwan Food Company, Flowers Foods, Inc. and Mrs. Smith’s Bakeries, LLC
99.1	Press release of Flowers Foods, Inc. dated April 24, 2003