8-K

UNITED STATES
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 24, 2008 (June 23, 2008)

FLOWERS FOODS, INC.

(Exact name of registrant as specified in its charter)

Georgia	1-16247	58-2582379
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS employer 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

n/a
(Former name or former address, if changed since last report)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 —   Entry into a Material Definitive Agreement

     On June 23, 2008, Flowers Foods, Inc. (“Flowers”) entered into an Agreement and Plan of Merger (“Merger Agreement”) with Peachtree Acquisition Co., LLC, an Arizona limited liability company, (“Merger Sub”), Holsum Bakery, Inc., an Arizona corporation, (“Holsum”) and Lloyd Edward Eisele, Jr. and The Lloyd Edward Eisele, Jr. Revocable Trust. The Merger Agreement provides that, upon the terms and subject to the conditions of the Merger Agreement, the holding company of Holsum will merge with and into Merger Sub, a wholly owned subsidiary of Flowers. Under the terms of the Merger Agreement, the aggregate merger consideration is $150,000,000, less adjustments for certain obligations of Holsum. Fifty percent (50%) of the merger consideration will be paid in cash and Flowers will issue shares of Flowers common stock, par value $.01 per share (the “Flowers Stock”) to the Holsum shareholders as payment of the other fifty percent (50%) of the merger consideration in connection with the transaction.

     The parties have made customary representations, warranties and covenants in the Merger Agreement, and the completion of the merger is subject to regulatory approvals, including, without limitation, regulatory clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and customary closing conditions. In addition, the Merger Agreement contains certain termination rights for each of Flowers and Holsum.

     The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement. Flowers expects to file a copy of the Merger Agreement as a part of an amendment to this Form 8-K as soon as practicable. A copy of the press release announcing the transaction is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 3.02 —   Unregistered Sales of Equity Securities

     The information set forth in Item 1.01 of this Report is incorporated into this Item 3.02 by this reference.

     The shares of Flowers Stock will be issued to the shareholders of Holsum in connection with the transactions contemplated by the Merger Agreement in reliance upon the exemption from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(2) thereof and Regulation D thereunder. Flowers will rely on the representations, warranties, certifications and agreements of the Holsum shareholders, including their agreement with respect to restrictions on resale, in support of their satisfaction of the conditions contained in Section 4(2) and Regulation D under the Securities Act.

Item 9.01 — Financial Statements and Exhibits

(d)  Exhibits

The following exhibits are furnished as part of this Report:

Exhibit No.	Description
99.1	Press Release dated June 23, 2008

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/ R. Steve Kinsey
		Name:	R. Steve Kinsey
		Title:	Executive Vice President and Chief Financial Officer
Date: June 24, 2008

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated June 23, 2008

EX-99.1

Exhibit 99.1

June 23, 2008 Company Press Release Flowers Foods (NYSE: FLO)

Flowers Foods Announces Merger With Holsum Bakery of Phoenix

THOMASVILLE, GA—Flowers Foods, Inc. (NYSE: FLO) today announced it has entered into a definitive merger agreement with Holsum Bakery, Inc. The agreement is subject to regulatory approval under the Hart-Scott-Rodino Act and other conditions. The merger will be structured as a merger of a wholly-owed subsidiary of Flowers in exchange for cash and Flowers stock. The announcement was made today by officials of both companies.

Holsum Bakery, which operates profitably on annualized sales of approximately $146 million, is a family-owned business with two bakeries in the Phoenix area. The company employs 580 people and sells its products through independent distributors that serve retail and foodservice customers in Arizona, New Mexico, southern Nevada and Southern California with fresh breads and rolls under the Holsum, Aunt Hattie’s, and Roman Meal brands.

George E. Deese, Flowers Foods’ chairman of the board, chief executive officer and president said, “We are fortunate to have this fine organization merge with Flowers Foods. The Eisele family name is one of the oldest and most respected in the baking industry. Holsum and Flowers have similar operating strategies and business ethics. This merger of Holsum and Flowers further strengthens our operations and brings new talent to our company. We look forward to the growth opportunities the merger will provide as we strategically expand our geographic footprint and continue to build value for our shareholders.”

Commenting on the merger, Ed Eisele, president and majority owner of Holsum, said, “Our team is pleased to become part of Flowers Foods. Our companies have a shared commitment to the highest quality products, excellent customer service, and constant innovation and investments to keep our bakeries the best in our industry. It also is important to note that the culture within Flowers and Holsum is nearly identical and this will be a great fit for both organizations. We truly look forward to expanding into new geographies with an even broader product line than we have today.”

Deese noted that Eisele will continue to lead the business when the merger is completed. Holsum Bakery, Inc. will operate under its current name as a part of Flowers Foods. “Under Ed’s leadership, Holsum Bakery has achieved strong sales and earnings growth and we expect that growth trend to continue once the merger is accomplished,” Deese said.

Holsum Bakery, Inc., established in 1881, is Arizona’s oldest family-owned business. Holsum provides fresh bakery products to retail and foodservice customers in Arizona, New Mexico, Southern California, and southern Nevada. Holsum is the market-share leader in the region with its Holsum, Aunt Hattie’s, and Roman Meal breads and rolls. Operating two bakeries in Arizona, Holsum has a reputation for quality, freshness, and nutrition.

Headquartered in Thomasville, Ga., Flowers Foods, with annual sales of over $2.02 billion, is one of the nation’s leading producers and marketers of packaged bakery foods for retail and foodservice customers. Flowers operates 36 bakeries that produce a wide range of bakery products marketed throughout the Southeastern, Southwestern, and mid-Atlantic states via an extensive direct-store-delivery network and nationwide through other delivery systems. Among the company’s top brands are Nature’s Own, Nature’s Own Whitewheat, Cobblestone Mill, Sunbeam, Blue Bird, and Mrs. Freshley’s. For more information, visit www.flowersfoods.com.

Analysts Contact:

Marta J. Turner, Executive VP/Corporate Relations, (229) 227-2348

Media Contacts:

Mary A. Krier, VP/Communications, Flowers Foods (229) 227-2333

Donna Klein, Executive Assistant, Holsum Bakeries (602) 229-8108

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