<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 22, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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INTERSTATE BAKERIES CORPORATION,
INTERSTATE BRANDS CORPORATION
AND INTERSTATE BRANDS WEST CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
INTERSTATE BAKERIES CORPORATION - DELAWARE INTERSTATE BAKERIES CORPORATION -43-147032
INTERSTATE BRANDS CORPORATION - DELAWARE INTERSTATE BRANDS CORPORATION -44-0296705
INTERSTATE BRANDS WEST CORPORATION - DELAWARE INTERSTATE BRANDS WEST CORPORATION -43-1813041
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
</TABLE>
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12 EAST ARMOUR BOULEVARD
KANSAS CITY, MISSOURI 64111
(816) 502-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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RAY SANDY SUTTON, ESQ.
VICE PRESIDENT, CORPORATE SECRETARY AND GENERAL COUNSEL
INTERSTATE BAKERIES CORPORATION
12 EAST ARMOUR BOULEVARD
KANSAS CITY, MISSOURI 64111
(816) 502-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copies to:
JENNINGS J. NEWCOM, ESQ.
DEBORAH J. FRIEDMAN, ESQ.
JEFFREY R. BRANDEL, ESQ.
DAVIS GRAHAM & STUBBS LLP
1550 SEVENTEENTH STREET, SUITE 500
DENVER, COLORADO 80202
TELEPHONE: (303) 892-9400
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<PAGE> 2
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CALCULATION OF REGISTRATION FEE(1)
<TABLE>
<CAPTION>
Proposed
Proposed maximum
Amount maximum aggregate Amount of
Title of each class of to be offering price offering registration
securities to be registered registered per unit(2) price(3) fee(3)
--------------------------------------------------- ------------------- ------------------ ----------------- ------------------
<S> <C> <C> <C> <C>
Debt Securities(4)
Preferred Stock, par value $0.01 per share(5)
Common Stock, par value $0.01 per share(6)
Total $500,000,000 100% $500,000,000 $132,000
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</TABLE>
(1) In U.S. dollars or the equivalent thereof in one or more foreign currencies
or composite currencies.
(2) The proposed maximum initial offering price per security will be
determined, from time to time, by the registrant.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o). In no event will the aggregate initial offering
price of all securities issued from time to time pursuant to this
Registration Statement exceed $500,000,000.
(4) Subject to Footnote (3), there are being registered hereunder an
indeterminate principal amount of debt securities as may be sold from time
to time by each of the registrants. If any such debt securities are issued
at an original issue discount, then the offering price shall be in such
greater principal amount as shall result in an aggregate initial offering
price of up to $500,000,000.
(5) Subject to Footnote (3), there are being registered hereunder an
indeterminate number of shares of preferred stock as may be sold from time
to time by Interstate Bakeries Corporation. There are also being registered
hereunder an indeterminate number of shares of preferred stock or debt
securities as may be issuable upon the conversion of the preferred stock
registered hereby.
(6) Subject to Footnote (3), there are being registered hereunder an
indeterminate number of shares of common stock as may be sold from time to
time by Interstate Bakeries Corporation. There are also being registered
hereunder an indeterminate number of shares of common stock as may be
issuable upon conversion of the debt securities or preferred stock.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 3
SUBJECT TO COMPLETION, DATED NOVEMBER 22, 2000
PROSPECTUS
INTERSTATE BAKERIES CORPORATION
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
INTERSTATE BRANDS CORPORATION AND
INTERSTATE BRANDS WEST CORPORATION
GUARANTEED DEBT SECURITIES
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This prospectus provides you with a general description of the
securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about that offering
including the terms of the securities offered, any initial public offering
price, the price paid to us for the securities, and net proceeds to us. The
prospectus supplement may also add to, update or change information contained in
this prospectus and, accordingly, to the extent inconsistent, information in
this prospectus is superseded by the information in the prospectus supplement.
You should read carefully both this prospectus and any prospectus supplement
together with the additional information described under the heading "Where You
Can Find More Information."
The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
We may sell the securities to or through underwriters or dealers,
directly to other purchasers or through agents. A prospectus supplement will set
forth the names of the underwriters, dealers or agents, if any, and any
applicable commissions or discounts.
Interstate Bakeries Corporation's common stock is listed on the New
York Stock Exchange under the symbol "IBC."
FOR A DISCUSSION OF CERTAIN RISKS THAT SHOULD BE CONSIDERED BY
PROSPECTIVE INVESTORS, SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS
PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is , 2000.
<PAGE> 4
TABLE OF CONTENTS
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PAGE
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WHERE YOU CAN FIND MORE INFORMATION...............................................................................1
FORWARD-LOOKING STATEMENTS........................................................................................2
THE COMPANY.......................................................................................................3
RISK FACTORS......................................................................................................4
USE OF PROCEEDS...................................................................................................9
RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK
DIVIDENDS.........................................................................................................9
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES....................................................................10
DESCRIPTION OF PREFERRED STOCK...................................................................................20
DESCRIPTION OF COMMON STOCK......................................................................................22
PLAN OF DISTRIBUTION.............................................................................................24
LEGAL MATTERS....................................................................................................24
EXPERTS..........................................................................................................24
</TABLE>
WHERE YOU CAN FIND MORE INFORMATION
Interstate Bakeries Corporation files annual, quarterly and special
reports, proxy statements and other information with the Securities and Exchange
Commission. You may read and copy any of these documents at the SEC's public
reference rooms in Washington, D.C., New York, New York and Chicago, Illinois.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the public at the SEC's
Internet website at http://www.sec.gov.
The SEC allows us to incorporate by reference the information we file
with them, which means that we can disclose important information to you by
referring you to these documents. The information incorporated by reference is
considered to be part of this Prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until we sell all of the securities. This Prospectus is
part of a registration statement we filed with the SEC.
o Interstate Bakeries Corporation's Annual Report on Form 10-K
for the year ended June 3, 2000.
o Interstate Bakeries Corporation's Quarterly Report on Form
10-Q for the quarter ended August 26, 2000.
o The description of the common stock contained in Interstate
Bakeries Corporation's Registration Statement on Form S-1,
dated July 24, 1991.
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o The description of the preferred stock contained in Interstate
Bakeries Corporation's Registration Statement on Form 8-A,
dated May 8, 2000, for Interstate Bakeries Corporation's
Preferred Stock Purchase Rights.
You may receive a copy of any of these filings, at no cost, by writing
or calling the Investor Relations Department, Interstate Bakeries Corporation,
12 East Armour Boulevard, Kansas City, Missouri 64111, telephone (816) 502-4000.
FORWARD-LOOKING STATEMENTS
Some information contained in this prospectus or any prospectus
supplement, or incorporated by reference into this prospectus or any prospectus
supplement may contain forward-looking statements as defined in the Private
Securities Litigation Reform Act of 1995. These statements include comments
regarding, amongst others, our expectations of future operating and financial
performance and the impact of environmental remediation. The use of any of the
words "anticipate," "continue," "estimate," "expect," "may," "will," "project,"
"should," "believe" and similar expressions are intended to identify
uncertainties. We believe the expectations reflected in those forward-looking
statements are reasonable. However, we cannot assure you that these expectations
will prove to be correct. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of the risk factors
set forth below and other factors set forth in, or incorporated by reference
into, this prospectus or any prospectus supplement:
o competitive pricing;
o availability and costs of raw materials;
o our success in realizing projected savings from productivity
and product quality improvements;
o our ability to continue to participate in industry
consolidation and to integrate successfully businesses we
acquire;
o general economic conditions, including interest rates;
o the outcome of legal proceedings to which we are or may become
a party; and
o other factors described under "Risk Factors."
Many of those factors are beyond our ability to control or predict. You
should not unduly rely on these forward-looking statements. These statements
speak only as of the date of this prospectus or the date of any prospectus
supplement. Except as required by law, we are not obligated to publicly release
any revisions to these forward-looking statements to reflect future events or
developments. All subsequent written and oral forward-looking statements
attributable to us and persons acting on our behalf are qualified in their
entirety by the cautionary statements contained in this section and elsewhere in
this prospectus and any prospectus supplement.
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THE COMPANY
Interstate Bakeries Corporation, incorporated in Delaware in 1987,
operating primarily through its wholly owned subsidiaries, Interstate Brands
Corporation and Interstate Brands West Corporation, is the largest baker and
distributor of fresh bakery products in the United States. Through a predecessor
entity, we have baked and distributed fresh bread and cake products since 1927.
We produce, market, distribute and sell a wide range of breads, rolls, snack
cakes, donuts, sweet goods and related products. These products are sold under a
number of national brand names, such as "Wonder(R)," "Hostess(R)" and "Home
Pride(R)," as well as regional brand names, including "Butternut(R),"
"Dolly(R)," "Drake's(R)" and "Merita(R)." Based on independent publicly
available market data, "Wonder" white bread and "Home Pride" wheat bread are the
number one and two selling branded breads sold in the United States. "Hostess"
products, including "Twinkies(R)" and "Ho-Hos(R)," are among the leading snack
cake products sold in the United States.
We distribute our products in markets representing approximately 90% of
the United States population. We operate 65 bakeries and approximately 1,500
thrift stores and employ more than 34,000 people. Our sales force delivers
products directly from our more than 1,300 distribution centers on approximately
11,000 delivery routes to more than 200,000 food outlets and stores.
Interstate Brands Corporation, a wholly owned subsidiary of Interstate
Bakeries Corporation incorporated in Delaware in 1937, owns directly or
indirectly and operates certain of our operating assets. Interstate Brands West
Corporation, a wholly owned subsidiary of Interstate Bakeries Corporation
incorporated in Delaware in 1998, owns directly or indirectly and operates
certain of our operating assets and holds all of the intellectual property
rights.
We maintain our principal executive offices at 12 East Armour
Boulevard, Kansas City, Missouri 64111. Our telephone number is (816) 502-4000.
In this prospectus, unless the context otherwise requires, we will use
the terms "we," "our," "ourselves" and "us" to mean Interstate Bakeries
Corporation and its wholly owned subsidiaries, Interstate Brands Corporation and
Interstate Brands West Corporation, or any one or more of them, depending on the
context. In this prospectus, "Bakeries" means Interstate Bakeries Corporation.
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RISK FACTORS
BEFORE PURCHASING OUR SECURITIES YOU SHOULD CONSIDER CAREFULLY, IN
ADDITION TO THE OTHER INFORMATION CONTAINED IN, OR INCORPORATED BY REFERENCE
INTO, THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT, THE FOLLOWING RISK FACTORS:
INCREASES IN PRICES AND SHORTAGES OF RAW MATERIALS COULD CAUSE OUR COSTS TO
INCREASE.
The principal raw materials, including flour, sugar and edible oils
used to bake our bread and cake products and paper products, films and plastics
used to package our products, are subject to substantial price fluctuations. The
prices for raw materials are dependent on a number of factors including the
results of crop production, transportation and processing costs, governmental
legislation and policies and export sales demand. Commodity prices have been
volatile and may continue to be volatile. While historically we have been able
to recover the majority of our commodity cost increases by increasing prices,
switching to a higher-margin revenue mix and obtaining additional operating
efficiencies, we cannot assure that we will continue to be able to recover these
costs in the future. Any substantial increase in the prices of raw materials
will, if not offset by product price increases, have an adverse impact on our
profitability. We occasionally enter into contracts, generally for less than one
year, to purchase raw materials at fixed prices to protect us against price
increases. These contracts could cause us to pay higher prices for raw materials
than are available in the spot markets. Our bakery operations also use natural
gas and propane to fire the ovens, and our distribution operations use motor
fuel, particularly gasoline and diesel fuel, in delivery of our products.
Substantial future increases in prices for, or shortages of, such fuels may
materially adversely affect our profits.
COMPETITION COULD ADVERSELY IMPACT OUR PERFORMANCE.
The baking industry is mature and highly competitive. Competition in
this market takes many forms, including the following:
o Establishing favorable brand recognition;
o Developing products sought by consumers;
o Implementing appropriate pricing, including responding to or
implementing promotional pricing;
o Providing strong marketing support; and
o Obtaining access to retail outlets and sufficient shelf space.
We compete with large national bakeries, smaller regional operators,
small retail bakeries, supermarket chains with their own bakeries or private
label products and grocery stores with their own in-store bakeries. Some of
these competitors, including other diversified food companies, are larger and
have greater financial resources than we do. We compete on product quality,
price, brand loyalty, effective promotional activities and the ability to
identify and satisfy emerging consumer preferences. Customer service, including
frequency of deliveries and maintenance of fully stocked shelves, is an
important competitive factor and is central to the competition for retail shelf
space. We from time to time experience price pressure in certain of our markets
as a result of our competitors' promotional pricing practices. Increased
competition could result in reduced sales, margins, profits and market share.
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THE UNAVAILABILITY OR UNSUCCESSFUL INTEGRATION OF FUTURE ACQUISITIONS COULD
AFFECT PROFITS.
Historically, we have grown by acquiring, then integrating and
operating, other baking businesses. Our strategy includes acquiring other
companies to complement our existing products, expanding the places where we
sell our products and leveraging our purchasing power, brand management
capabilities and operating efficiencies. We cannot guarantee that we will
identify or succeed in acquiring attractive acquisition candidates in the future
or succeed in reducing the costs and increasing the profitability of any
business we may acquire. We compete for acquisition opportunities with larger
companies who have significantly greater financial resources. Competition for
the acquisition of baking businesses may result in acquisitions on terms less
advantageous to us than were formerly available or may increase acquisition
prices beyond our financial capability. Our ability to complete acquisitions
depends partly on our ability to raise money in the debt and equity capital
markets. In the event of any future acquisitions, we could incur debt, assume
liabilities or issue stock. The issuance of stock would dilute Bakeries' current
stockholder's percentage ownership.
Acquisitions of other baking businesses could also involve numerous
risks, including:
o problems integrating the purchased operations or products with
our existing business and products;
o unanticipated costs;
o diversion of management's attention from our core business;
o adverse effects on existing business relationships with our
suppliers and customers;
o incorrect estimates made in the accounting for acquisitions;
and
o potential loss of our key employees or the key employees of
any business we acquire.
We may not be able to integrate successfully any businesses, products or
personnel that we acquire.
CERTAIN ANTI-TAKEOVER PROVISIONS IN BAKERIES' CERTIFICATE OF INCORPORATION COULD
MAKE IT DIFFICULT FOR US TO BE ACQUIRED.
Certain provisions of the Restated Certificate of Incorporation and
Bylaws of Bakeries and Delaware law could discourage potential acquisition
proposals and could delay or prevent a change in control of Bakeries. Bakeries
may issue up to one million shares of preferred stock, the relative rights and
preferences of which may be fixed by Bakeries' board of directors, without
stockholder approval. Bakeries has distributed to its stockholders rights to
purchase shares of its series A junior participating preferred stock, $0.01 par
value per share (referred to as the Series A preferred stock), or, at Bakeries'
option, its common stock, cash, debt securities or other property. These rights
become exercisable if a third party acquires 15% or more of Bakeries' common
stock or a third party announces the intent to acquire 15% or more of Bakeries'
common stock, without the approval of Bakeries' board of directors. The
preferred stock entitles the holder to certain preferential semi-annual
dividends and liquidation preferences before those paid to common stock holders.
These rights to acquire preferred stock or other property may make it more
difficult for a third party to acquire, or may discourage a third party from
acquiring, our outstanding voting stock.
Bakeries' certificate of incorporation requires that any business
combination (as defined) with a stockholder who beneficially owns 5% or more of
Bakeries' outstanding voting stock be approved,
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subject to certain exceptions, by a majority of stockholders not involved in the
transaction. In addition, provisions of Delaware law prohibit Bakeries from
engaging in a business combination (as defined) with a person who, together with
affiliates and associates own (or within three years prior to the proposed
business combination, did own) 15% or more of Bakeries' voting stock. Bakeries'
certificate of incorporation also provides for a classified board of directors
with staggered three-year terms, which may increase the difficulty of removing
all of the incumbent directors at one time. These provisions may discourage an
attempted takeover of Bakeries by a proxy contest or other means. Other
provisions of Bakeries' certificate of incorporation, including removal of
directors only for cause and prohibiting action by stockholders by written
consent, could have similar effects. See "Description of Common Stock."
GOVERNMENTAL REGULATION COULD ADVERSELY IMPACT OUR OPERATIONS.
Our operations and properties are subject to regulation by various
federal, state and local government entities and agencies. As a baker of goods
for human consumption, our operations are subject to stringent quality and
labeling standards, including the Federal Food and Drug Act. Our operations are
also subject to various federal, state and local environmental laws and
workplace regulations, including the Occupational Safety and Health Act, the
Fair Labor Standards Act, the Clean Air Act and the Clean Water Act. Future
compliance with or violation of such regulations, and future regulation by
various federal, state and local government entities and agencies, may have a
material adverse effect on our operations and financial results. Antitrust laws
may also affect our ability to make acquisitions or the manner in which we
operate companies that we acquire.
COSTS ASSOCIATED WITH ENVIRONMENTAL REMEDIATION COULD ADVERSELY IMPACT OUR
OPERATIONS.
We have underground fuel storage tanks at various locations throughout
the United States that are subject to federal and state regulations establishing
minimum standards for such tanks and where necessary, remediation of associated
contamination. We are presently in the process of remediating contaminated
sites. In addition, we have received notices from the United States
Environmental Protection Agency, state agencies, and/or private parties seeking
contribution, that we have been identified as a "potentially responsible party"
under the Comprehensive Environmental Response, Compensation and Liability Act,
as amended. Because of these activities, we may be required to share in the cost
of cleanup on several "Superfund" sites. Our ultimate liability may depend on
many factors, including (i) the volume and type of material contributed to the
site, (ii) the number of other potentially responsible parties and their
financial viability and (iii) the remediation methods and technology to be used.
It is difficult to quantify the potential financial impact of actions involving
environmental matters, particularly remediation costs at waste disposal sites
and future capital expenditures for environmental control equipment. We believe
the ultimate liability arising from such environmental matters, taking into
account established accruals for estimated liabilities, should not be material
to our overall financial position, but could be material to our results of
operations or cash flows for a particular quarter or annual period.
INABILITY TO PROTECT OUR INTELLECTUAL PROPERTY COULD ADVERSELY IMPACT OUR
COMPETITIVE POSITION.
Our brand trademarks such as "Wonder(R)," "Hostess(R)," "Home
Pride(R)," "Butternut(R)" and "Dolly(R)" and our product trademarks such as
"Twinkies(R)," "Ho-Hos(R)" and "Zingers(R)" are of material importance to our
strategy of brand building. We also own a number of patents related to the
processes used in making our bread and cake products. Our trademarks, patents
and other proprietary rights are important to our success and our competitive
position. Accordingly, we devote substantial resources to the establishment and
protection of our trademarks, patents and proprietary rights. However, our
actions to establish and protect our trademarks, patents and other proprietary
rights may be inadequate to prevent
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<PAGE> 10
imitation of products by others or to prevent others from claiming violations of
their trademarks, patents and proprietary rights by us.
FUTURE PRODUCT RECALLS OR LAWSUITS COULD ADVERSELY IMPACT OUR FINANCIAL RESULTS.
We may be liable if the consumption of any of our products causes
injury, illness or death. We also may be required to recall certain of our
products should they become contaminated or be damaged. A product liability
judgment against us or a product recall could have a material adverse effect on
our business or financial results.
We may also become involved in various lawsuits and legal proceedings
that arise from actions taken in the ordinary course of our business. Litigation
is subject to inherent uncertainties, and an adverse result in litigation
matters that may arise from time to time may harm our business.
CONSOLIDATION AMONG SUPERMARKET CHAINS COULD INCREASE THEIR ABILITY TO NEGOTIATE
MORE FAVORABLE TERMS.
The number of supermarket chains, our primary customers, has been
reduced in the last several years as supermarket chains have acquired each
other. The larger supermarket customers that have resulted from this
consolidation may seek more favorable terms for their purchases of our products.
Although no one customer accounts for 10% or more of our sales, sales to our
supermarket customers on terms more favorable to such customers could have a
material adverse effect on our financial results.
COLLECTIVE BARGAINING AGREEMENTS AND EVENTS COULD ADVERSELY IMPACT OUR
OPERATIONS.
We employ more than 34,000 people, approximately 80% of whom are
covered by more than 600 union contracts. Most of our employees are members of
either the International Brotherhood of Teamsters or the Bakery, Confectionery,
Tobacco Workers & Grain Millers International Union. Our union contracts are
typically renegotiated once every three to five years. Our operations could be
adversely affected either by our failure to reach agreement with labor unions
representing our employees or by agreements with a labor union representing our
employees that contain terms that prevent us from competing effectively.
SHARES ELIGIBLE FOR FUTURE SALE MAY DEPRESS MARKET PRICE OF BAKERIES' COMMON
STOCK.
Ralston Purina Company owned, as of November 16, 2000, 14,848,154
shares, or approximately 29.5% of Bakeries' outstanding common stock. Under an
agreement between Ralston and Bakeries, Ralston must own less than 15% of
Bakeries' voting securities by August 1, 2004 and less than 10% of Bakeries'
voting securities by August 1, 2005. Assuming Bakeries issues or repurchases no
additional common stock, Ralston must sell at least 7,290,000 shares, or 14.5%
of Bakeries' outstanding common stock, on or before August 1, 2004, and an
additional 2,519,000 shares, or 5% of Bakeries' common stock, the following
year. Subject to certain limited exceptions, Ralston may not sell the common
stock owned by it without first offering it to Bakeries. Ralston is entitled to
demand and piggy-back registration rights for shares of common stock held by it.
Ralston may determine to sell the remainder of its shares of common stock at any
time. Bakeries cannot predict the effect, if any, that future sales of shares,
or the availability of shares for future sale, will have on the market price of
Bakeries' stock. Sales of substantial amounts of stock, or the perception that
such sales could occur, could adversely affect prevailing market prices for
Bakeries' stock.
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HOLDING COMPANY STRUCTURE.
Bakeries is organized as a holding company, and substantially all of
its operations are carried on through subsidiaries. As such, creditors of the
subsidiaries would have a claim against the assets of the subsidiaries that
would be prior to any claim Bakeries may assert (except to the extent Bakeries
may be recognized as a creditor of the subsidiaries) and prior to the claims of
the holders of Bakeries' securities. At November 18, 2000, the amount of debt of
the subsidiaries to which any securities offered by Bakeries would be
effectively subordinated was approximately $599,000,000. Bakeries' principal
source of income is the dividends and distributions it receives from its
subsidiaries.
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USE OF PROCEEDS
Except as may be described otherwise in a prospectus supplement, we
will use the net proceeds from the sale of the securities under this prospectus
for general corporate purposes, which may include:
o working capital;
o reductions or refinancings of indebtedness;
o capital expenditures;
o acquisitions; and
o repurchases and redemptions of securities.
Interstate Brands Corporation and Interstate Brands West Corporation
may lend or dividend the net proceeds from the sale of any guaranteed debt
securities offered by them to Bakeries or its other subsidiaries to be used for
similar purposes.
RATIO OF EARNINGS TO FIXED CHARGES
AND RATIO OF EARNINGS TO COMBINED FIXED
CHARGES AND PREFERRED STOCK DIVIDENDS
The ratio of earnings to fixed charges and the ratio of earnings to
combined fixed charges and preferred stock dividends for Bakeries were as
follows for the periods indicated.
<TABLE>
<CAPTION>
12 WEEKS 53 WEEKS 52 WEEKS 52 WEEKS 52 WEEKS 52 WEEKS
ENDED ENDED ENDED ENDED ENDED ENDED
AUGUST 26, JUNE 3, MAY 29, MAY 30, MAY 31, JUNE 1,
2000 2000 1999 1998 1997 1996
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<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges 6.37x 5.28x 7.68x 9.94x 7.41x 2.55x
Ratio of Earnings to Combined
Fixed Charges and Preferred Stock
Dividends 6.37x 5.28x 7.68x 9.94x 7.41x 2.55x
</TABLE>
For purposes of calculating the ratio of earnings to fixed charges and the ratio
of earnings to combined fixed charges and preferred stock dividends, earnings
consist of income before income taxes and fixed charges (exclusive of
capitalized interest and preferred stock dividends). For the purpose of
calculating both ratios, fixed charges include interest expense and capitalized
interest. Because Bakeries' did not pay any preferred stock dividends during the
periods indicated, the ratios are identical.
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DESCRIPTION OF DEBT SECURITIES AND GUARANTEES
We may issue debt securities in one or more distinct series. In the
event that any series of debt securities is issued by Interstate Brands
Corporation and Interstate Brands West Corporation, the debt securities will be
offered jointly and severally by Interstate Brands Corporation and Interstate
Brands West Corporation together with unconditional and irrevocable guarantees
issued by Bakeries. In this prospectus we refer to these guaranteed joint and
several securities as the "guaranteed debt securities." This section summarizes
the terms of the debt securities that are common to all series. Most of the
financial terms and other specific terms of any series of debt securities that
we offer will be described in a prospectus supplement. Since the terms of
specific debt securities may differ from the general information we have
provided below, you should rely on information in the prospectus supplement that
contradicts different information below.
As required by federal law for all bonds and notes of companies that
are publicly offered, the debt securities are governed by a document called an
"indenture." An indenture is a contract between us and a financial institution
acting as trustee on your behalf. The trustee has two main roles. First, the
trustee can enforce your rights against us if we default. There are some
limitations on the extent to which the trustee acts on your behalf, described
later under the heading "Modification of Indentures." Second, the trustee
performs certain administrative duties for us.
The debt securities will be senior or subordinated debt securities of
Bakeries or joint and several senior or subordinated guaranteed debt securities
of Interstate Brands Corporation and Interstate Brands West Corporation. The
senior debt securities will be issued under an indenture to be entered into
between Bakeries and UMB Bank, n.a., as trustee for the senior debt securities.
The subordinated debt securities will be issued under an indenture to be entered
into between Bakeries and a trustee, as will be set forth in an applicable
prospectus supplement, for the subordinated debt securities. The guaranteed debt
securities will be issued under an indenture to be entered into among Interstate
Brands Corporation and Interstate Brands West Corporation, as issuer, Bakeries,
as guarantor, and either UMB Bank, n.a., as trustee for the senior guaranteed
debt securities, or a trustee, as will be set forth in an applicable prospectus
supplement, for the subordinated debt securities. The indentures are
substantially identical, except for provisions relating to subordination and
guarantees. The indentures are subject to and governed by the Trust Indenture
Act of 1939, as amended.
Because this section is a summary, it does not describe every aspect of
the debt securities and the indentures that may be important to you. We urge you
to read the indenture that is applicable to you because it, and not this
description, defines your rights as a holder of debt securities. We have filed
the form of each indenture as an exhibit to the registration statement that we
have filed with the Securities and Exchange Commission. See "Where You Can Find
More Information" on page 1 for information on how to obtain a copy of the
indentures.
Bakeries is a holding company that conducts substantially all of its
operations through subsidiaries. As a result, claims of the holders of the debt
securities of Bakeries will generally have a junior position to claims of
creditors of Bakeries' subsidiaries, except to the extent that Bakeries may be
recognized as a creditor of those subsidiaries. Claims of creditors of Bakeries'
subsidiaries other than Bakeries may include substantial amounts of long-term
debt, commercial paper and other short-term borrowings.
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PROVISIONS APPLICABLE TO THE INDENTURES
GENERAL
The debt securities will be unsecured senior or subordinated
obligations of Bakeries. The guaranteed debt securities will be joint and
several unsecured senior or subordinated obligations of Interstate Brands
Corporation and Interstate Brands West Corporation, fully and unconditionally
guaranteed by Bakeries.
The indentures do not limit the amount of debt securities that we may
issue under the indentures. Each indenture provides that debt securities may be
issued up to the principal amount authorized by us from time to time. The senior
debt securities will be unsecured and have the same ranking as all of the
issuers' other unsecured and unsubordinated debt. The subordinated debt
securities will be unsecured and will be subordinated and junior to all senior
indebtedness.
The debt securities may be issued in one or more separate series of
senior debt securities and/or subordinated debt securities. The prospectus
supplement relating to the particular series of debt securities being offered
will specify the particular amounts, prices and terms of those debt securities.
These terms may include:
o the title of the debt securities;
o any limit upon the aggregate principal amount of the debt
securities;
o the date or dates, or the method of determining the dates, on
which the debt securities will mature;
o the interest rate or rates of the debt securities, or the
method of determining those rates, the interest payment dates
and, for registered debt securities, the record dates;
o if a debt security is issued with original issue discount, the
yield to maturity;
o the places where payments may be made on the debt securities;
o any mandatory or optional redemption provisions applicable to
the debt securities;
o any sinking fund or analogous provisions applicable to the
debt securities;
o any conversion or exchange provisions applicable to the debt
securities;
o any terms for the attachment to the debt securities of
warrants, options or other rights to purchase or sell our
securities;
o the portion of the principal amount of the debt security
payable upon the acceleration of maturity if other than the
entire principal amount of the debt securities;
o any deletions of, or changes or additions to, the events of
default or covenants applicable to the debt securities;
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o if other than U.S. dollars, the currency or currencies,
including the euro and other composite currencies, in which
payments of principal, premium and/or interest on the debt
securities will be payable and whether the holder may elect
payment to be made in a different currency;
o the method of determining the amount of any payments on the
debt securities which are linked to an index;
o whether the debt securities will be issued in the form of one
or more global securities in temporary or definitive form;
o whether and on what terms we will pay additional amounts to
holders of the debt securities that are not U.S. persons in
respect of any tax;
o assessment or governmental charge withheld or deducted and, if
so, whether and on what terms we will have the option to
redeem the debt securities rather than pay the additional
amounts; and
o any other specific terms of the debt securities.
Unless otherwise specified in the applicable prospectus supplement, (1)
the debt securities will be registered debt securities and (2) debt securities
denominated in U.S. dollars will be issued as registered debt securities in
denominations of $1,000 or an integral multiple of $1,000. Debt securities may
bear legends required by United States federal tax law and regulations.
If any of the debt securities are sold for any foreign currency or
currency unit or if any payments on the debt securities are payable in any
foreign currency or currency unit, the prospectus supplement will contain any
restrictions, elections, tax consequences, specific terms and other information
with respect to the debt securities and the foreign currency or currency unit.
Some of the debt securities may be issued as original issue discount
debt securities. Original issue discount securities bear no interest during all
or a part of the time that these debt securities are outstanding or bear
interest at below-market rates and will be sold at a discount below their stated
principal amount at maturity. The prospectus supplement will also contain
special tax, accounting or other information relating to original issue discount
securities or relating to other kinds of debt securities that may be offered,
including debt securities linked to an index or payable in currencies other than
U.S. dollars.
FULL AND UNCONDITIONAL GUARANTEE BY INTERSTATE BAKERIES CORPORATION
All debt securities issued by Interstate Brands Corporation and
Interstate Brands West Corporation will be fully and unconditionally guaranteed
under a guarantee by Bakeries of the payment of principal of, and any premium
and interest on, these debt securities when due, whether at maturity or
otherwise. Under the terms of the full and unconditional guarantee, holders of
the debt securities will not be required to exercise their remedies against
Interstate Brands Corporation and Interstate Brands West Corporation before they
proceed directly against Bakeries.
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EXCHANGE, REGISTRATION AND TRANSFER
Debt securities may be transferred or exchanged at the corporate trust
office of the security registrar or at any other office or agency maintained by
us for these purposes, without the payment of any service charge, except for any
tax or governmental charges. The senior trustee initially will be the designated
security registrar in the United States for the senior debt securities and the
senior guaranteed debt securities. The subordinated trustee initially will be
the designated security registrar in the United States for the subordinated debt
securities and the subordinated guaranteed debt securities.
In the event of any redemption in part of any class or series of debt
securities, we will not be required to:
o issue, register the transfer of, or exchange, debt securities
of any series between the opening of business 15 days before
any selection of debt securities of that series to be redeemed
and the close of business on the date of mailing of the
relevant notice of redemption; or
o register the transfer of, or exchange, any registered debt
security selected for redemption, in whole or in part, except
the unredeemed portion of any registered debt security being
redeemed in part.
PAYMENT AND PAYING AGENT
Unless otherwise provided for in the applicable prospectus supplement,
we will pay principal, interest and any premium on fully registered securities
in the designated currency or currency unit at the office of a designated paying
agent. Payment of interest on fully registered securities may be made at our
option by check mailed to the persons in whose names the debt securities are
registered on days specified in the indentures or any prospectus supplement.
The designated paying agent in the United States for the senior debt
securities initially will be UMB Bank, n.a. The designated paying agent in the
United States for the subordinated debt securities initially will be set forth
in the applicable prospectus supplement.
BOOK-ENTRY DEBT SECURITIES
The prospectus supplement will indicate whether we are issuing the
related debt securities as book-entry securities. Book-entry securities of a
series will be issued in the form of one or more global notes that will be
deposited with or on behalf of The Depository Trust Company, New York, New York
(referred to as DTC), and will evidence all of the debt securities of that
series. This means that we will not issue certificates to each holder. We will
issue one or more global securities to DTC, which will keep a computerized
record of its participants (for example, your broker) whose clients have
purchased the debt securities. The participant will then keep a record of its
clients who own the debt securities. Unless it is exchanged in whole or in part
for a security evidenced by individual certificates, a global security may not
be transferred, except that DTC, its nominees and their successors may transfer
a global security as a whole to one another. Beneficial interests in global
securities will be shown on, and transfers of beneficial interests in global
notes will be made only through, records maintained by DTC and its participants.
Each person owning a beneficial interest in a global security must rely on the
procedures of DTC and, if the person is not a participant, on the procedures of
the participant through which the person owns its interest to exercise any
rights of a holder of debt securities under the indenture.
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The laws of some jurisdictions require that certain purchasers of
securities such as debt securities take physical delivery of the securities in
definitive form. These limits and laws may impair your ability to acquire or
transfer beneficial interests in the global security.
We will make payments on each series of book-entry debt securities to
DTC or its nominee, as the sole registered owner and holder of the global
security. Neither the trustee or any of their agents nor us will be responsible
or liable for any aspect of DTC's records relating to or payments made on
account of beneficial ownership interests in a global security or for
maintaining, supervising or reviewing any of DTC's records relating to the
beneficial ownership interests.
DTC has informed us that, when it receives any payment on a global
security, it will immediately, on its book-entry registration and transfer
system, credit the accounts of participants with payments in amounts
proportionate to their beneficial interests in the global security as shown on
DTC's records. Payments by participants to you, as an owner of a beneficial
interest in the global security, will be governed by standing instructions and
customary practices (as is now the case with securities held for customer
accounts registered in "street name") and will be the sole responsibility of the
participants.
A global security representing a series will be exchanged for
certificated debt securities of that series if (a) DTC notifies us that it is
unwilling or unable to continue as depositary or if DTC ceases to be a clearing
agency registered under the Securities Exchange Act of 1934 and we don't appoint
a successor within 90 days or (b) we decide that the global security shall be
exchangeable. If that occurs, we will issue debt securities of that series in
certificated form in exchange for the global security. An owner of a beneficial
interest in the global security then will be entitled to physical delivery of a
certificate for debt securities of the series equal in principal amount to that
beneficial interest and to have those debt securities registered in its name. We
would issue the certificates for the debt securities in denominations of $1,000
or any larger amount that is an integral multiple thereof, and we would issue
them in registered form.
DTC has advised us that it is a limited-purpose trust company organized
under the New York Banking Law, a "banking organization" within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered under the 1934 Act. DTC was created to hold the
securities of its participants and to facilitate the clearance and settlement of
securities transactions among its participants through electronic book-entry
changes in accounts of the participants, thereby eliminating the need for
physical movement of securities certificates. DTC's participants include
securities brokers and dealers, banks, trust companies, clearing corporations,
and certain other organizations, some of whom (and/or their representatives) own
DTC. Access to DTC's book-entry system is also available to others, such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly. The
rules applicable to DTC and its participants are on file with the SEC. No fees
or costs of DTC will be charged to you.
COVENANTS OF THE COMPANY
Unless otherwise provided for in the applicable prospectus supplement,
the following covenants will apply for all debt securities.
MERGER
Bakeries may, without the consent of the holders of the debt
securities, merge into or consolidate with any other person organized in a
United States jurisdiction, or convey or transfer all or substantially all of
our properties and assets to another person provided that:
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o the successor if other than an obligor under the securities
assumes on the same terms and conditions all the obligations
under the debt securities and the indentures; and
o immediately after giving effect to the transaction, there is
no default under the applicable indenture.
The remaining or acquiring person will be substituted for us in the
indentures with the same effect as if it had been an original party to the
indenture. A prospectus supplement will describe any other limitations on our
ability to merge into, consolidate with, or convey or transfer all or
substantially all or our properties and assets to, another person.
OTHER
Other covenants applicable to the issuance of any series of debt
securities will be set forth in the applicable indenture and will be described
in the applicable prospectus supplement.
SATISFACTION AND DISCHARGE; DEFEASANCE
We may be discharged from our obligations on the debt securities of any
class or series that have matured or will mature or be redeemed within one year
if we deposit with the trustee enough cash and/or U.S. government obligations or
foreign government securities, as the case may be, to pay all the principal,
interest and any premium due to the stated maturity or redemption date of the
debt securities and comply with the other conditions set forth in the applicable
indenture. The principal conditions that we must satisfy to discharge our
obligations on any debt securities are (1) pay all other sums payable with
respect to the applicable series of debt securities and (2) deliver to the
trustee an officers' certificate and an opinion of counsel which state that the
required conditions have been satisfied.
Each indenture contains a provision that permits us to elect to be
discharged from all of our obligations with respect to any class or series of
debt securities then outstanding. However, even if we effect a legal defeasance,
some of our obligations will continue, including obligations to:
o maintain and apply money in the defeasance trust;
o register the transfer or exchange of the debt securities;
o replace mutilated, destroyed, lost or stolen debt securities;
and
o maintain a registrar and paying agent in respect of the debt
securities.
Each indenture also permits us to elect to be released from our
obligations under specified covenants and from the consequences of an event of
default resulting from a breach of those covenants. To make either of the above
elections, we must deposit in trust with the trustee cash and/or U.S. government
obligations, if the debt securities are denominated in U.S. dollars, and/or
foreign government securities if the debt securities are denominated in a
foreign currency, which through the payment of principal and interest under
their terms will provide sufficient amounts, without reinvestment, to repay in
full those debt securities. As a condition to legal defeasance or covenant
defeasance, we must deliver to the trustee an opinion of counsel that the
holders of the debt securities will not recognize income, gain or loss for U.S.
federal income tax purposes as a result of the deposit and defeasance and will
be subject to U.S. federal income tax in the same amount and in the same manner
and times as would have been the
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case if the deposit and defeasance had not occurred. In the case of a legal
defeasance only, the opinion of counsel must be based on a ruling of the U.S.
Internal Revenue Service or other change in applicable U.S. federal income tax
law.
The indentures will not limit our ability to repurchase any debt
securities or guaranteed debt securities on the open market or in private sales
from time to time.
EVENTS OF DEFAULT, NOTICE AND WAIVER
Unless otherwise provided for in the applicable prospectus supplement,
each indenture defines an event of default with respect to any class or series
of debt securities as one or more of the following events:
o failure to pay interest on any debt security of the class or
series for 30 days when due;
o failure to pay the principal or any premium on any debt
securities of the class or series when due;
o failure to make any sinking fund payment in accordance with
the terms of the debt security;
o failure to perform any other covenant in the debt securities
of the series or in the applicable indenture with respect to
debt securities of the series for 60 days after being given
notice;
o occurrence of an event of bankruptcy, insolvency or
reorganization set forth in the indenture;
o default by Bakeries, Interstate Brands Corporation or
Interstate Brands West Corporation in the payment of
indebtedness which Bakeries, Interstate Brands Corporation or
Interstate Brands West Corporation has incurred or guaranteed
exceeding $30 million or acceleration of the maturity of such
indebtedness exceeding $30 million; and
o any other events which are designated as events of default in
respect of that series.
An event of default for a particular class or series of debt securities
does not necessarily constitute an event of default for any other class or
series of debt securities issued under an indenture.
In the case of an event of default arising from events of bankruptcy or
insolvency set forth in the indenture, all outstanding debt securities will
become due and payable immediately without further action or notice. If any
other event of default as to a series of debt securities occurs and is
continuing, the trustee or the holders of at least 25% in principal amount of
the then outstanding debt securities of that series may declare all the debt
securities to be due and payable immediately.
The holders of a majority in aggregate principal amount of the debt
securities then outstanding by notice to the trustee may on behalf of the
holders of all of the debt securities of that series waive any existing default
or event of default and its consequences under the applicable indenture except a
continuing default or event of default in the payment of interest on, or the
principal of, the debt securities of that series.
Each indenture requires the trustee to, within 60 days after the
occurrence of a default known to it with respect to any outstanding series of
debt securities, give the holders of that class or series notice of the default
if uncured or not waived. However, the trustee may withhold this notice if it
determines in
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good faith that the withholding of this notice is in the interest of those
holders, except that the trustee may not withhold this notice in the case of a
payment default. The term "default" for the purpose of this provision means any
event that is, or after notice or lapse of time or both would become, an event
of default with respect to debt securities of that series.
Other than the duty to act with the required standard of care during an
event of default, a trustee is not obligated to exercise any of its rights or
powers under the applicable indenture at the request or direction of any of the
holders of debt securities, unless the holders have offered to the trustee
reasonable security and indemnity. Each indenture provides that the holders of a
majority in principal amount of outstanding debt securities of any series may
direct the time, method and place of conducting any proceeding for any remedy
available to the trustee, or exercising any trust or other power conferred on
the trustee if the direction would not conflict with any rule of law or with the
indenture. However, the trustee may take any other action that it deems proper
which is not inconsistent with any direction and may decline to follow any
direction if it in good faith determines that the directed action would involve
it in personal liability.
Each indenture includes a covenant that we will file annually with the
trustee a certificate of no default, or specifying any default that exists.
MODIFICATION OF THE INDENTURES
We and the applicable trustee may modify an indenture without the
consent of the holders for limited purposes, including adding to our covenants
or events of default, establishing forms or terms of debt securities, curing
ambiguities and other purposes which do not adversely affect the holders in any
material respect.
We and the applicable trustee may make modifications and amendments to
an indenture with the consent of the holders of a majority in principal amount
of the outstanding debt securities of all affected series. However, without the
consent of each affected holder, no modification may:
o change the stated maturity of any debt security;
o reduce the principal, premium, if any, or rate of interest on
any debt security;
o change the currency in which any debt security is payable;
o impair the right to enforce any payment after the stated
maturity or redemption date;
o reduce the percentage of holders of outstanding debt
securities of any series required to consent to any
modification, amendment or waiver under the indenture; or
o change the provisions in the indenture that relate to its
modification or amendment other than to increase the
percentage of outstanding debt securities of any series
required to consent to any modification or waiver under the
indenture.
NOTICES
Notices to holders of debt securities will be given by mail to the addresses of
those holders as they appear in the security register.
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GOVERNING LAW
The indentures and the debt securities will be governed by, and
construed under, the laws of the State of New York without regard to the
principles of conflicts of laws.
CONCERNING THE TRUSTEES
We may from time to time maintain lines of credit, and have other
customary banking relationships, with any of the trustees.
SENIOR DEBT SECURITIES
The senior debt securities will rank equally with all of our other
unsecured and non-subordinated debt.
CERTAIN COVENANTS IN THE SENIOR INDENTURE
The prospectus supplement relating to a series of senior debt
securities will describe any material covenants in respect of that series of
senior debt securities.
SUBORDINATED DEBT SECURITIES
The subordinated debt securities will be unsecured. The subordinated
debt securities will be subordinate in right of payment to all senior
indebtedness. In addition, claims of creditors and preferred stockholders of our
subsidiaries generally will have priority with respect to the assets and
earnings of our subsidiaries over the claims of our creditors, including holders
of the subordinated debt securities, even though those obligations may not
constitute senior indebtedness. The subordinated debt securities, therefore,
will be effectively subordinated to creditors, including trade creditors, and
preferred shareholders of our subsidiaries with regard to the assets of our
subsidiaries. Creditors of our subsidiaries include trade creditors, secured
creditors and creditors holding guarantees issued by our subsidiaries.
Unless otherwise specified in a prospectus supplement, senior
indebtedness shall mean the principal of, premium, if any, and interest on, all
indebtedness for money borrowed by us and any deferrals, renewals, or extensions
of any senior indebtedness. Indebtedness for money borrowed by us includes all
indebtedness of another person for money borrowed that we guarantee, other than
the subordinated debt securities, whether outstanding on the date of execution
of the subordinated indenture or created, assumed or incurred after the date of
the subordinated indenture. However, senior indebtedness will not include any
indebtedness that expressly states to have the same rank as the subordinated
debt securities or to rank junior to the subordinated debt securities. Senior
indebtedness will also not include:
o any of our obligations to our subsidiaries; and
o any liability for federal, state, local or other taxes owed or
owing by us.
The senior debt securities constitute senior indebtedness under the
subordinated indenture. A prospectus supplement will describe the relative
ranking among different series of subordinated debt securities.
Unless otherwise specified in a prospectus supplement, we may not make
any payment on the subordinated debt securities and may not purchase, redeem, or
retire any subordinated debt securities if
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any senior indebtedness is not paid when due or the maturity of any senior
indebtedness is accelerated as a result of a default, unless the default has
been cured or waived and the acceleration has been rescinded or the senior
indebtedness has been paid in full. We may, however, pay the subordinated debt
securities without regard to these limitations if we and the subordinated
trustee receive written notice approving the payment from the representatives of
the holders of senior indebtedness with respect to which either of the events
set forth above has occurred and is continuing. Unless otherwise specified in a
prospectus supplement, during the continuance of any default with respect to any
designated senior indebtedness under which its maturity may be accelerated
immediately without further notice or the expiration of any applicable grace
periods, we may not pay the subordinated debt securities for 90 days after the
receipt by the subordinated trustee of written notice of a default from the
representatives of the holders of designated senior indebtedness. If the holders
of designated senior indebtedness or the representatives of those holders have
not accelerated the maturity of the designated senior indebtedness at the end of
the 90 day period, we may resume payments on the subordinated debt securities.
Only one notice may be given in any consecutive 360-day period, irrespective of
the number of defaults with respect to designated senior indebtedness during
that period. In the event that we pay or distribute our assets to creditors upon
a total or partial liquidation, dissolution or reorganization of us or our
property, the holders of senior indebtedness will be entitled to receive payment
in full of the senior indebtedness before the holders of subordinated debt
securities are entitled to receive any payment. Until the senior indebtedness is
paid in full, any payment or distribution to which holders of subordinated debt
securities would be entitled but for the subordination provisions of the
subordinated indenture will be made to holders of the senior indebtedness as
their interests may appear. However, holders of subordinated debt securities
will be permitted to receive distributions of shares and debt securities
subordinated to the senior indebtedness. If a distribution is made to holders of
subordinated debt securities that, due to the subordination provisions, should
not have been made to them, the holders of subordinated debt securities are
required to hold it in trust for the holders of senior indebtedness, and pay it
over to them as their interests may appear.
If payment of the subordinated debt securities is accelerated because
of an event of default, either we or the subordinated trustee will promptly
notify the holders of senior indebtedness or the representatives of the holders
of the acceleration. We may not pay the subordinated debt securities until five
business days after the holders or the representatives of the senior
indebtedness receive notice of the acceleration. Afterwards, we may pay the
subordinated debt securities only if the subordination provisions of the
subordinated indenture otherwise permit payment at that time.
As a result of the subordination provisions contained in the
subordinated indenture, in the event of insolvency, our creditors who are
holders of senior indebtedness may recover more, ratably, than the holders of
subordinated debt securities. In addition, our creditors who are not holders of
senior indebtedness may recover less, ratably, than holders of senior
indebtedness and may recover more, ratably, than the holders of subordinated
indebtedness.
The prospectus supplement relating to a series of subordinated debt
securities will describe any material covenants in respect of any series of
subordinated debt securities.
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DESCRIPTION OF PREFERRED STOCK
Under Bakeries' certificate of incorporation, Bakeries may issue, in
one or more series, up to 1,000,000 shares of preferred stock, $.01 par value,
with such powers, preferences and relative, participating, optional or other
special rights and qualifications, limitations or restrictions as Bakeries'
board of directors or a duly authorized committee of Bakeries' board of
directors may authorize. Such issuance may be done without the approval of
Bakeries' stockholders, including holders of then outstanding preferred stock.
No preferred stock has been issued as of November 22, 2000. Rights to purchase
series A preferred stock have been distributed to holders of Bakeries' common
stock under a rights agreement.
This summary highlights selected information about the preferred stock
Bakeries may issue and may not contain all of the information that is important
to you. We urge you to read Bakeries' certificate of incorporation and the
certificate of designations creating your series of Bakeries' preferred stock
because they, and not this description, define your rights as a holder of
preferred stock. Bakeries has filed its certificate of incorporation and will
file the certificate of designations with the SEC. See "Where You Can Find More
Information" on page 1 for information on how to obtain copies of these
documents.
The specific terms of any preferred stock proposed to be sold under
this prospectus and an attached prospectus supplement will be described in the
prospectus supplement. If so indicated in the prospectus supplement, the terms
of the offered preferred stock may differ from the terms set forth below.
Unless otherwise specified in the prospectus supplement relating to the
offered preferred stock, each series of preferred stock will rank on a parity as
to dividends and distribution of assets upon liquidation and in all other
respects with all other series of preferred stock. The preferred stock will,
when issued, be fully paid and nonassessable, and holders of preferred stock
will have no preemptive rights.
You should read the prospectus supplement for the terms of the
preferred stock offered, including the following:
o The title and stated value of the preferred stock;
o The number of shares of the preferred stock offered, the
liquidation preference per share and the offering price of the
preferred stock;
o The dividend rate(s), period(s) and/or payment date(s) or
method(s) of calculation such rates, periods or dates
applicable to the preferred stock;
o The date from which dividends on the preferred stock will
accumulate, if applicable;
o The liquidation rights of the preferred stock;
o The procedures for auction and remarketing, if any, of the
preferred stock;
o The sinking fund provisions, if applicable, for the preferred
stock;
o The redemption provisions, if applicable, for the preferred
stock;
o Whether the preferred stock will be convertible into or
exchangeable for other securities and, if so, the terms and
conditions of conversion or exchange, including the conversion
price or
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<PAGE> 24
exchange ratio and the conversion or exchange period (or the
method of determining the same);
o Whether the preferred stock will have voting rights and the
terms of the voting rights, if any;
o Whether the preferred stock will be listed on any securities
exchange;
o Whether the preferred stock will be issued with any other
securities and, if so, the amount and terms of these other
securities; and
o Any other specific terms, preferences or rights of, or
limitations or restrictions on, the preferred stock.
The applicable prospectus supplement will also contain a discussion of
the material United States Federal income tax considerations relevant to the
purchase and ownership of preferred stock offered by the prospectus supplement.
-21-
<PAGE> 25
DESCRIPTION OF COMMON STOCK
Bakeries may issue (either separately or together with other offered
securities) shares of its common stock. Under Bakeries' certificate of
incorporation, it is authorized to issue up to 120,000,000 shares of common
stock. On November 18, 2000, Bakeries had outstanding 50,390,021 shares of
common stock, employee stock options to purchase an aggregate of 7,083,202
shares of common stock (of which options to purchase an aggregate of 5,055,285
shares of common stock were currently exercisable) and 200,000 shares of
restricted stock. You should read the prospectus supplement relating to an
offering of common stock, or of securities convertible, exchangeable or
exercisable for common stock, for the terms of the offering, including the
number of shares of common stock offered, any initial offering price and market
prices and dividend information relating to the common stock.
Subject to the rights of the holders of any outstanding shares of
Bakeries' preferred stock, holders of Bakeries' common stock are entitled to
receive dividends when, as and if declared by Bakeries' board of directors out
of funds legally available for the payment of dividends.
Each holder of common stock is entitled to one vote for each share held
on all matters voted upon by Bakeries' stockholders, including the election of
directors. The common stock does not have cumulative voting rights. Election of
directors is decided by the holders of a plurality of the shares entitled to
vote and present in person or by proxy at a meeting for the election of
directors.
The outstanding shares of Bakeries' common stock are, and any shares of
Bakeries' common stock which may be offered under this prospectus and a
prospectus supplement upon issuance and payment for such shares will be, fully
paid and non-assessable. Bakeries' common stock has no preemptive or conversion
rights and there are no redemption or sinking fund provisions applicable to it.
Bakeries' common stock is listed on the New York Stock Exchange (symbol
"IBC"). Bakeries' transfer agent and registrar is UMB Bank, n.a., 928 Grand
Avenue, Kansas City, Missouri 64106.
Bakeries' Certificate of Incorporation requires that any business
combination (as defined) with a stockholder who beneficially owns 5% or more of
Bakeries' outstanding voting stock be approved, subject to certain exceptions,
by a majority of stockholders not involved in the transaction. In addition,
provisions of Delaware law prohibit Bakeries from engaging in a business
combination (as defined) with a person who, together with affiliates and
associates own (or within three years prior to the proposed business
combination, did own) 15% or more of Bakeries' voting stock. Bakeries'
Certificate of Incorporation also provides for a classified board of directors
with staggered three-year terms, which may increase the difficulty of removing
all of the incumbent directors at one time. These provisions may discourage an
attempted takeover of Bakeries by a proxy contest or other means. Other
provisions of the Certificate of Incorporation, including removal of directors
only for cause and prohibiting action by stockholders by written consent, could
have similar effects.
Rights to purchase the series A preferred stock have been distributed
to holders of Bakeries' common stock under a rights agreement. A maximum of
120,000 shares of series A preferred stock is currently authorized for issuance
upon exercise of these rights. The rights agreement provides that attached to
each share of Bakeries' common stock is one right that, when exercisable,
entitles the holder of the right to purchase one one-thousandth of a share of
series A preferred stock at a purchase price of $80, subject to adjustment. In
certain events (including when a person or group becomes the owner of 15% or
more of Bakeries' common stock or a merger or other transaction with an entity
controlled by an acquiring person or group), exercise of the rights would
entitle the holders of the rights (other than the acquiring person or group) to
receive shares of Bakeries' common stock or of the common stock of a surviving
corporation, or cash, property or other securities, with a market value equal to
twice the rights
-22-
<PAGE> 26
purchase price. Accordingly, exercise of the rights may cause substantial
dilution to a person who attempts to acquire Bakeries. After the time that the
rights become exercisable, Bakeries' board of directors, under certain
circumstances, may redeem the rights for a share of common stock or the
preferred stock equivalent. The rights, which expire on May 25, 2010, may be
redeemed at a price of $.001 per right at any time until the tenth day following
an announcement that an individual, corporation or other entity has acquired 15%
or more of Bakeries' outstanding common stock, except as otherwise provided in
the rights agreement. The rights agreement may have certain antitakeover
effects.
This section is a summary and may not describe every aspect of
Bakeries' common stock that may be important to you. We urge you to read
Bakeries' certificate of incorporation, by-laws and the rights agreement between
Bakeries and UMB Bank, n.a. rights agent, because they, and not this
description, define your rights as a holder of Bakeries' common stock. Bakeries
has filed its certificate of incorporation, by-laws and the rights agreement
with the SEC. See "Where You Can Find More Information" on page 1 for
information on how to obtain copies of these documents.
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<PAGE> 27
PLAN OF DISTRIBUTION
We may sell the offered securities:
o through agents;
o to or through underwriters; or
o directly to other purchasers.
Any underwriters or agents will be identified and their compensation
described in the applicable prospectus supplement.
We (directly or through agents) may sell, and the underwriters may
resell, the offered securities in one or more transactions, including negotiated
transactions, at a fixed public offering price or prices, which may be changed,
or at market prices prevailing at the time of sale, at prices related to
prevailing market prices or at negotiated prices.
In connection with the sale of offered securities, the underwriters or
agents may receive compensation from us or from purchasers of the offered
securities for whom they may act as agents. The underwriters may sell offered
securities to or through dealers, who may also receive compensation from
purchasers of the offered securities for whom they may act as agents.
Compensation may be in the form of discounts, concessions or commissions.
Underwriters, dealers and agents that participate in the distribution of the
offered securities may be underwriters as defined in the Securities Act of 1933
(the "Act"), and any discounts or commissions received by them from us and any
profit on the resale of the offered securities by them may be treated as
underwriting discounts and commissions under the Act.
We will indemnify the underwriters and agents against certain civil
liabilities, including liabilities under the Act.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or our affiliates in the ordinary course of their
businesses.
If so indicated in the prospectus supplement relating to a particular
series or issue of offered securities, we will authorize underwriters, dealers
or agents to solicit offers by certain institutions to purchase the offered
securities from us under delayed delivery contracts providing for payment and
delivery at a future date. These contracts will be subject only to those
conditions set forth in the prospectus supplement, and the prospectus supplement
will set forth the commission payable for solicitation of these contracts.
LEGAL MATTERS
Some legal matters, including the validity of the securities offered by
this prospectus, will be passed upon for us by Davis Graham & Stubbs LLP,
Denver, Colorado, our legal counsel.
EXPERTS
The consolidated financial statements and the related financial
statement schedule incorporated in this prospectus by reference from Bakeries'
Annual Report on Form 10-K for the year ended June 3, 2000
-24-
<PAGE> 28
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their reports, which are incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
-25-
<PAGE> 29
================================================================================
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement to this prospectus. We have
authorized no one to provide you with different information. We are not making
an offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus is accurate as of any
date other than the date on the front of this prospectus.
INTERSTATE BAKERIES CORPORATION
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
INTERSTATE BRANDS CORPORATION and
INTERSTATE BRANDS WEST CORPORATION
GUARANTEED DEBT SECURITIES
------------
PROSPECTUS
------------
, 2000
================================================================================
<PAGE> 30
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth various expenses in connection with the
sale and distribution of the securities being registered, other than the
underwriting discounts and commissions. All amounts shown are estimates except
the Commission's registration fee.
<TABLE>
<S> <C>
Registration Fee--Securities and Exchange Commission ....... $ 132,000
NYSE Listing Fees .......................................... 100,000
Blue Sky Fees and Expenses ................................. 20,000
Rating Agency Fees ......................................... 150,000
Trustees' Charges .......................................... 20,000
Legal Fees and Expenses .................................... 100,000
Auditor's Fees and Expenses ................................ 75,000
Printing and Engraving Fees ................................ 150,000
Transfer Agent & Registrar Fees ............................ 10,000
Miscellaneous .............................................. 43,000
----------
Total ............................................. $ 800,000
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative, other than
by or in the right of the corporation, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation or is or was serving at
its request in such capacity in another corporation or business association,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Article Seventh of the Bakeries' Charter provides that we shall, to the
fullest extent permitted by Section 145 of the DGCL, indemnify all persons whom
it may indemnify pursuant to Section 145 and shall advance expenses of
litigation to directors and officers in accordance with the procedures and
limitations set forth in Bakeries' bylaws (the "Bylaws").
The Bylaws generally provide that in any threatened, pending, or
completed actions, suits or proceedings, whether civil, criminal administrative
or investigative (collectively, the "Actions"), other than by or in the right of
Bakeries, Bakeries must indemnify any person who is a party or is threatened to
be made a party by reason of the fact that he or she is or was or has agreed, to
become a director, officer, employee or agent of Bakeries, or is or was serving
or has agreed to serve at Bakeries request as a director, officer, employee or
agent of another entity, or by reason of any action alleged to have been
II-1
<PAGE> 31
taken or omitted in such capacity (the "Indemnified Party") against costs,
charges and expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred in connection with such
Actions and any appeal therefrom, if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to Bakeries' best
interests, and, with respect to any criminal Action, had no reasonable cause to
believe his or her conduct was unlawful. The termination of any Action by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, does not, of itself, create a presumption that the person did
not meet the required standard of conduct.
The Bylaws further generally provide that in an Action by or in the
right of Bakeries, Bakeries must indemnify an Indemnified Party against costs,
charges and expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such Action and any
appeal therefrom, if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to Bakeries best interests, except
that no indemnification shall be made in respect of any claim as to which the
Indemnified Party shall have been adjudged to be liable to us for gross
negligence or misconduct in the performance of his or her duty to us unless and
only to the extent that the Court of Chancery of Delaware or the court in which
such action was brought shall determine that, despite the adjudication of such
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such costs, charges and expenses
which the court shall deem proper.
The Bylaws contain other specific provisions regarding matters such as
the avoidance by Bakeries of the indemnification obligations if the applicable
standards of conduct are not met, the advancement of expenses to an Indemnified
Party and the inability of Bakeries to amend or repeal the Bylaws to adversely
affect or deny to an Indemnified Party any rights he or she may be entitled to
under the Bylaws.
Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL,
or (iv) for any transaction from which the director derived an improper personal
benefit.
As permitted by Section 102(b)(7) of the DGCL, our Charter includes a
provision that limits a director's personal liability to Bakeries or its
stockholders for monetary damages for breaches of his or her fiduciary duty as a
director. Article Eighth of Bakeries' Charter provides that none of our
directors shall be personally liable to Bakeries or its stockholders for
monetary damages for breach of fiduciary duty to the fullest extent permitted by
the DGCL.
We maintain insurance policies under which our directors and officers
are insured, within the limits and subject to the limitations of the policies,
against expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities that might be imposed as a result of such
actions, suits or proceedings, to which they are parties by reason of being or
having been a director or officer of Bakeries, Interstate Brands Corporation
and/or Interstate Brands West Corporation.
II-2
<PAGE> 32
ITEM 16. EXHIBITS.
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
1.1 Form of Underwriting Agreement - Equity*
1.2 Form of Underwriting Agreement - Debt*
3.1 Restated Certificate of Incorporation of Interstate Brands
Corporation
3.2 Restated Bylaws of Interstate Brands Corporation
3.3 Certificate of Incorporation of Interstate Brands West
Corporation
3.4 Bylaws of Interstate Brands West Corporation
4.1 Form of Indenture - Senior Debt*
4.2 Form of Senior Debt Security (see Exhibit 4.1)*
4.3 Form of Indenture - Subordinated Debt*
4.4 Form of Subordinated Debt Security (see Exhibit 4.3)*
4.5 Form of Indenture - Senior Guaranteed Debt*
4.6 Form of Senior Guaranteed Debt Security (see Exhibit 4.5)*
4.7 Form of Indenture - Subordinated Guaranteed Debt*
4.8 Form of Subordinated Guaranteed Debt Security (see Exhibit
4.7)*
5.1 Opinion of Davis Graham & Stubbs LLP*
12.1 Statement re: Computation of Ratios
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Davis Graham & Stubbs LLP (see Exhibit 5.1)*
24.1 Powers of Attorney (included on signature page)
25.1 Statement of Eligibility of Trustee*
----------
* To be filed by amendment.
ITEM 17. UNDERTAKINGS.
(a) We hereby undertake:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
II-3
<PAGE> 33
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act) that is incorporated
by reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(d) The registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part
of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-4
<PAGE> 34
(e) The registrant hereby undertakes to file an application for the
purposes of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Act.
II-5
<PAGE> 35
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing a registration statement on Form S-3 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Kansas City, State of
Missouri, on November 22, 2000.
INTERSTATE BAKERIES CORPORATION
By: /s/ Charles A. Sullivan
------------------------------------------------
Name: Charles A. Sullivan
Title: Chairman of the Board and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints each
of Ray Sandy Sutton, John F. McKenny and Paul E. Yarick his true and lawful
attorney-in-fact and agent, to sign any and all amendments (including
post-effective amendments) to this registration statement and to file the same
with all exhibits thereto, and any and all instruments or documents in
connection therewith, with the Securities and Exchange Commission, and any such
attorney-in-fact may make such changes and additions to this registration
statement as such attorney-in-fact may deem necessary or appropriate.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Charles A. Sullivan Chairman of the Board, November 22, 2000
-------------------------------------------- Chief Executive Officer
Charles A. Sullivan and Director (Principal
Executive Officer)
/s/ G. Kenneth Baum Director November 22, 2000
--------------------------------------------
G. Kenneth Baum
/s/ Leo Benatar Director November 22, 2000
--------------------------------------------
Leo Benatar
/s/ E. Garrett Bewkes, Jr. Director November 22, 2000
--------------------------------------------
E. Garrett Bewkes, Jr.
</TABLE>
II-6
<PAGE> 36
<TABLE>
<S> <C> <C>
/s/ Michael J. Anderson Director November 22, 2000
--------------------------------------------
Michael J. Anderson
/s/ Robert B. Calhoun, Jr. Director November 22, 2000
--------------------------------------------
Robert B. Calhoun, Jr.
/s/ Frank E. Horton Director November 22, 2000
--------------------------------------------
Frank E. Horton
/s/ Richard L. Metrick Director November 22, 2000
--------------------------------------------
Richard L. Metrick
/s/ James R. Elsesser Director November 22, 2000
--------------------------------------------
James R. Elsesser
/s/ Frank W. Coffey Senior Vice President and November 22, 2000
-------------------------------------------- Chief Financial Officer
Frank W. Coffey (Principal Financial and
Accounting Officer)
</TABLE>
II-7
<PAGE> 37
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing a registration statement on Form S-3 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Kansas City, State of
Missouri, on November 22, 2000.
INTERSTATE BRANDS CORPORATION
By: /s/ Charles A. Sullivan
------------------------------------------------
Name: Charles A. Sullivan
Title: Chairman of the Board and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints each
of Ray Sandy Sutton, John F. McKenny and Paul E. Yarick his true and lawful
attorney-in-fact and agent, to sign any and all amendments (including
post-effective amendments) to this registration statement and to file the same
with all exhibits thereto, and any and all instruments or documents in
connection therewith, with the Securities and Exchange Commission, and any such
attorney-in-fact may make such changes and additions to this registration
statement as such attorney-in-fact may deem necessary or appropriate.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Charles A. Sullivan Chairman of the Board, November 22, 2000
-------------------------------------------- Chief Executive Officer
Charles A. Sullivan and Director (Principal
Executive Officer)
/s/ G. Kenneth Baum Director November 22, 2000
--------------------------------------------
G. Kenneth Baum
/s/ Leo Benatar Director November 22, 2000
--------------------------------------------
Leo Benatar
/s/ E. Garrett Bewkes, Jr. Director November 22, 2000
--------------------------------------------
E. Garrett Bewkes, Jr.
</TABLE>
II-8
<PAGE> 38
<TABLE>
<S> <C> <C>
/s/ Michael J. Anderson Director November 22, 2000
--------------------------------------------
Michael J. Anderson
/s/ Robert B. Calhoun, Jr. Director November 22, 2000
--------------------------------------------
Robert B. Calhoun, Jr.
/s/ Frank E. Horton Director November 22, 2000
--------------------------------------------
Frank E. Horton
/s/ Richard L. Metrick Director November 22, 2000
--------------------------------------------
Richard L. Metrick
/s/ James R. Elsesser Director November 22, 2000
--------------------------------------------
James R. Elsesser
/s/ Frank W. Coffey Senior Vice President and November 22, 2000
-------------------------------------------- Chief Financial Officer
Frank W. Coffey (Principal Financial and
Accounting Officer)
</TABLE>
II-9
<PAGE> 39
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing a registration statement on Form S-3 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Kansas City, State of
Missouri, on November 22, 2000.
INTERSTATE BRANDS WEST CORPORATION
By: /s/ Charles A. Sullivan
------------------------------------------------
Name: Charles A. Sullivan
Title: Chairman of the Board and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints each
of Ray Sandy Sutton, John F. McKenny and Paul E. Yarick his true and lawful
attorney-in-fact and agent, to sign any and all amendments (including
post-effective amendments) to this registration statement and to file the same
with all exhibits thereto, and any and all instruments or documents in
connection therewith, with the Securities and Exchange Commission, and any such
attorney-in-fact may make such changes and additions to this registration
statement as such attorney-in-fact may deem necessary or appropriate.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Charles A. Sullivan Chairman of the Board, November 22, 2000
-------------------------------------------- Chief Executive Officer
Charles A. Sullivan and Director (Principal
Executive Officer)
/s/ G. Kenneth Baum Director November 22, 2000
--------------------------------------------
G. Kenneth Baum
/s/ Leo Benatar Director November 22, 2000
--------------------------------------------
Leo Benatar
/s/ E. Garrett Bewkes, Jr. Director November 22, 2000
--------------------------------------------
E. Garrett Bewkes, Jr.
</TABLE>
II-10
<PAGE> 40
<TABLE>
<S> <C> <C>
/s/ Michael J. Anderson Director November 22, 2000
--------------------------------------------
Michael J. Anderson
/s/ Robert B. Calhoun, Jr. Director November 22, 2000
--------------------------------------------
Robert B. Calhoun, Jr.
/s/ Frank E. Horton Director November 22, 2000
--------------------------------------------
Frank E. Horton
/s/ Richard L. Metrick Director November 22, 2000
--------------------------------------------
Richard L. Metrick
/s/ James R. Elsesser Director November 22, 2000
--------------------------------------------
James R. Elsesser
/s/ Frank W. Coffey Senior Vice President and November 22, 2000
-------------------------------------------- Chief Financial Officer
Frank W. Coffey (Principal Financial and
Accounting Officer)
</TABLE>
II-11
<PAGE> 41
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
3.1 Restated Certificate of Incorporation of Interstate Brands Corporation
3.2 Restated Bylaws of Interstate Brands Corporation
3.3 Certificate of Incorporation of Interstate Brands West Corporation
3.4 Bylaws of Interstate Brands West Corporation
12.1 Statement re: Computation of Ratios
23.1 Consent of Deloitte & Touche LLP
24.1 Powers of Attorney (included on signature page)
</TABLE>
----------
*To be filed by amendment.
