On February 28, 2013, Flowers Foods, Inc. (the "Company") issued a press release announcing that its previously announced stalking horse bid for Hostess Brands, Inc.'s ("Hostess") Wonder, Nature's Pride, Merita, Home Pride and Butternut bread brands, 20 bakeries and approximately 38 depots for a purchase price of $360 million was declared the highest and best bid for such assets, eliminating the need for the competitive auction that had been scheduled for February 28, 2013. The Company's bid is subject to review and approval by the bankruptcy court at a hearing currently scheduled for March 19, 2013. The completion of the acquisition is subject to regulatory approvals, including, without limitation, regulatory clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and customary closing conditions.

The Company also announced that its stalking horse bid for Hostess's Beefsteak brand for $30 million was topped by another bidder and that the Company chose not to increase its bid in order to win the related auction.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

(c) Exhibits.

      Exhibit
      Number    Description

      99.1      Press Release of Flowers Foods, Inc. dated February 28, 2013