-----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, EspmfI2oGU7CC+87URW+9RPyvSR/mDnJuY80k1hpgrAChew5rv7MAMswu6f+dwGH fyZftAEni6BEASaFITpLwA== 0000950144-99-009326.txt : 19990730 0000950144-99-009326.hdr.sgml : 19990730 ACCESSION NUMBER: 0000950144-99-009326 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990729 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990729 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: 8-K SEC ACT: SEC FILE NUMBER: 001-09787 FILM NUMBER: 99673079 BUSINESS ADDRESS: STREET 1: 1919 FLOWERS CIRCLE STREET 2: P O BOX 133I CITY: THOMASVILLE STATE: GA ZIP: 31757 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 8-K 1 FLOWERS INDUSTRIES INC 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): July 29, 1999 (July 12, 1999) FLOWERS INDUSTRIES, INC. ------------------------ Georgia 1-9787 58-0244940 ------- ------ ---------- (State or Other (Commission (I.R.S. Employer Jurisdiction of File Number) Identification No.) Incorporation) 1919 Flowers Circle, P.O. Box 1338, Thomasville, GA 31757 - --------------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (912) 226-9110 2 Item 5. Other Information The Registrant is filing herewith, a press release dated July 12, 1999 and a Second Amendment to $500,000,000 Amended and Restated Credit Agreement dated as of January 30, 1998, among Flowers Industries, Inc., certain Banks listed therein, Wachovia Bank, N.A., as Agent, The Bank of Nova Scotia, as Documentation Agent and NationsBank, N.A., as Syndicating Agent. Item 7. Financial Statements and Exhibits Exhibit 99.1 Press Release dated July 12, 1999. Exhibit 99.2 Second Amendment to $500,000,000 Amended and Restated Credit Agreement dated as of January 30, 1998, among Flowers Industries, Inc., certain Banks listed therein, Wachovia Bank, N.A., as Agent, The Bank of Nova Scotia, as Documentation Agent and NationsBank, N.A., as Syndicating Agent. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FLOWERS INDUSTRIES, INC. BY: /s/ Jimmy M. Woodward --------------------- Jimmy M. Woodward Vice President and Chief Administrative Officer Chief Accounting Officer Date: July 29, 1999 EX-99.1 2 PRESS RELEASE DATED JULY 12 1999 1 Exhibit 99.1 Contact: C. M. Wood III Senior Vice President Chief Financial Officer (912) 226-9110 Marta Turner Vice President of Public Affairs (912) 227-2348 FLOWERS INDUSTRIES ADJUSTS SECOND QUARTER AND FISCAL YEAR 1999 EARNINGS EXPECTATIONS THOMASVILLE, GA; July 12, 1999--Flowers Industries, Inc. (NYSE: FLO) announced today that its second quarter and full year earnings will be less than expected by industry analysts due to production realignment costs and promotional expenses at its Mrs. Smith's Bakeries business unit. Flowers Industries' other businesses, Keebler Foods and Flowers Bakeries, are anticipated to perform according to expectations for the second quarter as well as the full year. The company expects earnings per share for the second quarter of fiscal 1999 of approximately $.10 before the previously announced non-recurring charge at Keebler. According to analysts, the consensus estimate is $.19 per share for the second quarter. For the full year, the company now expects earnings per share to be between $.98 to $1.05, compared to $.92 cents per share for fiscal 1998, before non-recurring charges for both years. Amos R. McMullian, Flowers Industries' chairman and chief executive officer, said Mrs. Smith's began a massive restructuring and relocation of its production facilities 18 months ago in keeping with the company's strategy to position Mrs. Smith's as the most efficient producer and marketer of frozen baked foods serving customers nationwide. The project is the largest in the company's history--costing over $150 million. This complex production realignment includes relocating and upgrading 20 production lines, adding five new lines and the construction of some 700,000 square feet of new building. Seven of Mrs. Smith's 11 operating facilities have been impacted. "It is an ambitious plan designed to make Mrs. Smith's a major competitive factor in the frozen baked foods category in as short a time frame as possible," McMullian said. "Unfortunately, the progressive start-up of the new production lines has been delayed due to the timing of receipt and installation of certain manufacturing equipment and related software. We now expect to have 22 of the 25 lines operational by the end of the third quarter with the remaining three lines in place by the end of the year." (more) 2 The company expects operating income from Mrs. Smith's for the second quarter and the fiscal year to be less than anticipated because of increased administrative expenses, product promotional expenses, inventory carrying costs, logistics, and start-up costs which can no longer be capitalized. "We underestimated the time and cost to bring our realignment of Mrs. Smith's on line," said McMullian. "In addition, our vigorous promotional efforts at Mrs. Smith's have resulted in unanticipated levels of retail customer accommodations and promotional costs. "Mrs. Smith's continues to experience real revenue growth in retail, foodservice and bakery/deli categories and our long-term outlook for this business is still very positive," McMullian said. "Although revenue growth will be slightly less than anticipated due to our transition delays, we expect Mrs. Smith's to achieve approximately $750 million in sales (including intercompany) for fiscal 1999, up from $673 million in 1998, including a 20% increase in our national frozen baked foods business. Pricing, volume and retail share trends continue to improve and operating margins should improve in fiscal 2000 as Mrs. Smith's emerges from this transition and the cost structure improvement begins to match sales growth. Final second quarter results will be announced as scheduled on August 12, 1999. Flowers Industries, Inc. is a national branded baked foods company operating three business units--Keebler Foods (NYSE: KBL), Mrs. Smith's, and Flowers Bakeries. In fiscal 1998, aggregate sales for the company were $3.8 billion. The company's products are sold under such well-known brands as Keebler, Cheez-It, Famous Amos, Mrs. Smith's, Pet-Ritz, Nature's Own, and Cobblestone Mill. Statements contained in this press release that are not historical facts are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. All forward-looking statements are subject to risks and uncertainties that could cause actual results to differ from those projected. Other factors that may cause actual results to differ from the forward-looking statements contained in this release and that may affect the Company's prospects in general include, but are not limited to, changes in general economic and business conditions (including the baked foods markets), the Company's ability to start the manufacturing lines according to schedule and train personnel to run the new production capacity, the availability of capital on acceptable terms, actions of competitors and customers, the extent to which the Company is able to develop new products and markets for its products, Y2K issues outside the Company's control and such other factors as are described in the Company's filings with the Securities and Exchange Commission. ### EX-99.2 3 SECOND AMENDMENT TO CREDIT AGREEMENT 1 Exhibit 99.2 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment") is dated as of the 16th day of July, 1999, by and among FLOWERS INDUSTRIES, INC. (the "Borrower"), the BANKS listed on the signature pages hereof (collectively, the "Banks"), WACHOVIA BANK, N.A., as Agent (the "Agent"), THE BANK OF NOVA SCOTIA, as Documentation Agent (the "Documentation Agent"), and NATIONSBANK, N.A., as Syndications Agent (the "Syndications Agent"); W I T N E S S E T H: WHEREAS, the Borrower, the Banks, the Agent, the Documentation Agent and the Syndications Agent executed and delivered that certain Amended and Restated Credit Agreement, dated as of January 30, 1998, as amended by a First Amendment to Credit Agreement dated as of September 24, 1998 (as so amended, the "Credit Agreement"); WHEREAS, the Borrower has requested and the Banks, the Agent, the Documentation Agent and the Syndications Agent have agreed to a certain amendment to the Credit Agreement, subject to the terms and conditions hereof; NOW, THEREFORE, for and in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged by the parties hereto, the Borrower, the Banks, the Agent, the Documentation Agent and the Syndications Agent hereby covenant and agree as follows: 1. Definitions. Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement shall from and after the date hereof refer to the Credit Agreement as amended hereby. 2. Amendment to Section 5.17. Section 5.17 of the Credit Agreement hereby is deleted in its entirety, and the following is substituted therefor: 2 SECTION 5.17. Adjusted Fixed Charges Coverage Ratio. At the end of each Fiscal Quarter, commencing with the Fiscal Quarter ending July 17, 1999, the ratio of Adjusted EBILT to Adjusted Consolidated Fixed Charges shall at all times be greater than (i) for the Fiscal Quarter ending July 17, 1999, 1.5 to 1.0, and (ii) for all Fiscal Quarters thereafter, 2.0 to 1.0. 3. Substitution of New Compliance Certificate. Exhibit F to the Credit Agreement hereby is modified by deleting par3 thereof and substituting the following therefor: 3. Adjusted Fixed Charge Coverage Ratio (Section 5.17) At the end of each Fiscal Quarter, commencing with the Fiscal Quarter ending July 17, 1999, the ratio of Adjusted EBILT to Adjusted Consolidated Fixed Charges shall at all times be greater than (i) for the Fiscal Quarter ending July 17, 1999, 1.5 to 1.0, and (ii) for all Fiscal Quarters thereafter, 2.0 to 1.0. (a) Adjusted Consolidated Net Income Schedule 2 $ --------- (b) Adjusted Consolidated Interest Expense - Schedule 2 $ --------- (c) payments on operating leases and rental agreements $ --------- (d) taxes - Schedule 2 $ --------- (e) sum of (a) plus (b) plus (c) plus (d) $ --------- (f) sum of (b) plus (c) $ --------- Ratio of (e) to (f) --------- Requirement [> 1.5 to 1.0] [> 2.0 to 1.0] 4. Restatement of Representations and Warranties. The Borrower hereby restates and renews each and every representation and warranty heretofore made by it in the Credit Agreement and the other Loan Documents as fully as if made on the date hereof and with specific reference to this Second Amendment and all other loan documents executed and/or delivered in connection herewith. 5. Effect of Amendment. Except as set forth expressly hereinabove, all terms of the Credit Agreement and the other Loan Documents shall be and remain in full force and effect, and shall constitute the legal, valid, binding and enforceable obligations 2 3 of the Borrower. The amendments contained herein shall be deemed to have prospective application only, unless otherwise specifically stated herein. 6. Ratification. The Borrower hereby restates, ratifies and reaffirms each and every term, covenant and condition set forth in the Credit Agreement and the other Loan Documents effective as of the date hereof. 21. Counterparts. This Second Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. 7. Section References. Section titles and references used in this Second Amendment shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto evidenced hereby. 8. No Default. To induce the Agent and the Banks to enter into this Second Amendment and to continue to make advances pursuant to the Credit Agreement, the Borrower hereby acknowledges and agrees that, as of the date hereof, and after giving effect to the terms hereof, there exists (i) no Default or Event of Default and (ii) no right of offset, defense, counterclaim, claim or objection in favor of the Borrower arising out of or with respect to any of the Loans or other obligations of the Borrower owed to the Banks under the Credit Agreement. 9. Further Assurances. The Borrower agrees to take such further actions as the Agent shall reasonably request in connection herewith to evidence the amendments herein contained to the Borrower. 10. Governing Law. This Second Amendment shall be governed by and construed and interpreted in accordance with, the laws of the State of Georgia. 11. Condition Precedent. This Second Amendment shall become effective only upon execution and delivery of this Second Amendment by the Borrower, the Agent and the Required Banks. 3 4 IN WITNESS WHEREOF, the Borrower, the Agent and each of the Banks has caused this Second Amendment to be duly executed, under seal, by its duly authorized officer as of the day and year first above written. FLOWERS INDUSTRIES, INC., as Borrower (SEAL) By: /s/ C. M. Wood, III ---------------------------------- Title: Senior Vice President and Chief Financial Officer WACHOVIA BANK, N.A., THE BANK OF NOVA SCOTIA, as as Agent and as a Bank (SEAL) Documentation Agent and as a Bank (SEAL) By: /s/ J. Timothy Toler By: /s/ Darlo H. Smith ---------------------------------- ---------------------- Title: Senior Vice President Title: NATIONSBANK, N.A., as FIRST UNION NATIONAL BANK Syndications Agent and as as a Bank (SEAL) a Bank (SEAL) By: /s/ Michael Romanzo By: /s/ Casey Cosgrove ---------------------- ---------------------------------- Title: Bank Officer Title: Vice President THE FIRST NATIONAL BANK SUNTRUST BANK, ATLANTA, OF CHICAGO, as a Bank (SEAL) as a Bank (SEAL) By: /s/ David McNeela By: /s/ Michel A. Odermatt ---------------------------------- ------------------------ Title: Vice President Title: Vice President COOPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as a Bank (SEAL) By: /s/ Theodore W. Cox ---------------------------------- Title: Vice President By: /s/ Edward Peyser ---------------------------------- Title: Vice President 4 -----END PRIVACY-ENHANCED MESSAGE-----