SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Interstate Bakeries Corporation
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(Name of Issuer)
Common Stock, par value $.01
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(Title of Class of Securities)
46072310
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(CUSIP Number)
J. M. Neville, Vice President, Secretary and General Counsel, Ralston Purina
Company, Checkerboard Square, St. Louis, MO 63164 Telephone (314) 982-1266
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 10, 1995
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ].
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ralston Purina Company
IRS Identification No. 43-0470580
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x] (See Item 2 of Schedule 13D)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ].
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
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Number of 7. SOLE VOTING POWER
Shares Bene-
ficially Owned 16,923,077 (See Item 5 of Schedule 13D)
by Each Reporting
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Person With 8. SHARED VOTING POWER
-0-
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9. SOLE DISPOSITIVE POWER
16,923,077 (See Item 5 of Schedule 13D)
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10. SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
16,923,077 (See Item 5 of Schedule 13D)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ].
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.3%
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14. TYPE OF REPORTING PERSON
CO
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VCS Holding Company
IRS Identification No. 43-1379066
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x] (See Item 2 of Schedule 13D)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ].
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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Number of 7. SOLE VOTING POWER
Shares Bene-
ficially Owned 16,923,077 (See Item 5 of Schedule 13D)
by Each Reporting ------------------------------------------------------------
Person With 8. SHARED VOTING POWER
-0-
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9. SOLE DISPOSITIVE POWER
16,923,077 (See Item 5 of Schedule 13D)
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10. SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
16,923,077 (See Item 5 of Schedule 13D)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ].
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.3%
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14. TYPE OF REPORTING PERSON
CO
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RALSTON PURINA COMPANY AND
VCS HOLDING COMPANY
Statement pursuant to Section 13(d) of the
Securities Exchange Act of 1934
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Item 1. Security and Issuer.
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Item 1 of Schedule 13D is amended, in pertinent part, as follows:
This Amendment No. 2 to Schedule 13D relating to the Common Stock, par value
$.01 per share, of Interstate Bakeries Corporation is being filed on behalf of
the undersigned to further amend the Schedule 13D which was previously filed on
July 31, 1995, and Amendment No. 1 thereto, which was filed on September 22,
1995. Unless otherwise indicated, all capitalized terms used herein but not
defined herein shall have the same meaning as set forth in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
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Item 3 of Schedule 13D is amended, in pertinent part, as follows:
Mr. W. P. Stiritz, Chairman of the Board and Chief Executive Officer of
Ralston, purchased 340,200 shares of Common Stock of the Issuer in a margin
account in open market transactions described in Item 5.
Mr. J. M. Neville, Vice President, General Counsel and Secretary of Ralston,
purchased 100 shares of Common Stock of the Issuer in an open market transaction
described in Item 5.
Mr. Mulcahy purchased 5,000 shares of Common Stock of the Issuer through a
trust of which he is the grantor in a transaction described in Item 5.
Item 5. Interest in Securities of the Issuer.
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Item 5 of Schedule 13D is amended, in pertinent part, as follows:
Mr. Stiritz beneficially owns 514,400 shares of the outstanding Common Stock
of the Issuer. In addition to shares previously reported in Item 5 of Schedule
13D and Amendment No. 1 thereto, he purchased 55,300 of such shares in August
and 284,900 of such shares in September in a margin account in open market
transactions as follows:
10,000 shares on August 1, 1995 at an average price of $18.9875 per share;
23,200 shares on August 2, 1995 at an average price of $19.2155 per share;
900 shares on August 3, 1995 at an average price of $19.00 per share;
20,500 shares on August 4, 1995 at an average price of $19.00 per share;
700 shares on August 25, 1995 at an average price of $19.125 per share;
60,000 shares on September 1, 1995 at an average price of $19.4971 per share;
35,000 shares on September 7, 1995 at an average price of $19.50 per share;
14,000 shares on September 8, 1995 at an average price of $19.25 per share;
10,000 shares on September 11, 1995 at an average price of $19.00 per share;
2,600 shares on September 12, 1995 at an average price of $19.00 per share;
21,600 shares on September 13, 1995 at an average price of $19.2408 per
share;
50,000 shares on September 20, 1995 at an average price of $21.25 per share;
25,000 shares on September 25, 1995 at an average price of $21.00 per share;
20,000 shares on September 27, 1995 at an average price of $20.875 per share;
and 46,700 shares on September 28, 1995 at an average price of $21.00 per
share.
Mr. Stiritz has sole power to vote or direct the vote and sole power to
dispose or direct the disposition of 496,600 of such shares and, as previously
disclosed in Amendment No. 1 of Schedule 13D, he shares with his wife the power
to vote or direct the vote and dispose or direct the disposition of 17,800 of
such shares.
Mr. Neville beneficially owns 300 shares of the outstanding Common Stock of
the Issuer. He purchased 100 of such shares in an open market transaction on
September 12, 1995 at an average price of $19.25 per share. He has sole power
to vote or direct the vote and sole power to dispose or direct the disposition
of the 300 shares he beneficially owns.
Mr. Mulcahy beneficially owns 5,000 shares of the outstanding Common Stock of
the Issuer. He shares with his children, Elizabeth Mulcahy and Michael P.
Mulcahy, the power to vote or direct the vote and dispose or direct the
disposition of such shares of Common Stock of the Issuer. The shares were
purchased through a trust account on September 25, 1995 at an average price of
$21.00 per share.
The following information is provided with regard to Mr. Mulcahy's children:
(a) Elizabeth Mulcahy and Michael P. Mulcahy
(b) c/o Eveready Battery Company, Inc., Checkerboard Square, St. Louis,
Missouri 63164.
(c) Elizabeth Mulcahy is self-employed; Michael Mulcahy is a student.
(d) They have not in the last five years been convicted in a criminal
proceeding.
(e) They have not in the last five years been party to a civil proceeding.
Signature
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The undersigned certify that the information set forth in this statement is
true, complete and correct. The undersigned hereby agree that this Statement is
filed on behalf of each of Ralston and VCS.
Dated October 10, 1995
RALSTON PURINA COMPANY
James M. Neville
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Name: James M. Neville
Title: Vice President, General Counsel,
and Secretary
VCS HOLDING COMPANY
James M. Neville
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Name: James M. Neville
Title: Vice President
APPENDIX I
RALSTON PURINA COMPANY
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Set forth below with respect to each director and executive officer of
Ralston Purina Company (`Ralston'') are his or her name and (a) his or her
business address (unless another address is set forth, the business address of
each person is Checkerboard Square, St. Louis, Missouri 63164); (b) his or her
present principal employment or occupation and the name and (if not Ralston)
principal business of any corporation or other organization in which such
employment or occupation is carried on and the address of such corporation or
other organization (which, unless another address is set forth, is the same as
the business address set forth for such person); and (c) the number of shares of
the Common Stock of the Issuer beneficially owned by him or her.
The reporting persons believe that the information regarding Stock ownership
set forth below is correct as of October 10, 1995. It will be updated when
amendments to this Schedule 13D are filed.
EXECUTIVE OFFICERS
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J. W. Brown: (a) see above; (b) Vice President of Ralston; and Chief Executive
Officer and President, Protein Technologies International, Inc. (a wholly
owned subsidiary of Ralston); (c) none.
J. R. Elsesser: (a) see above; (b) Vice President and Chief Financial Officer
of Ralston; (c) 4,550.
APPENDIX I continued
EXECUTIVE OFFICERS cont.
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P. C. Mannix: (a) see above; (b) Vice President of Ralston; and President of
the Specialty Business of Eveready Battery Company, Inc. (a wholly owned
subsidiary of Ralston); (c) none.
W. P. McGinnis: (a) see above; (b) Vice President of Ralston; and President and
Chief Executive Officer, Pet Products Group (a division of Ralston); (c)
none.
G. L. Meffert, Jr.: (a) see above; (b) Vice President of Ralston; and
President, Eveready Battery Company, Inc. (a wholly owned subsidiary of
Ralston); (c) none.
J. P. Mulcahy: (a) see above; (b) Vice President of Ralston; and Chairman of
the Board, Chief Executive Officer and President, Eveready Battery Company,
Inc. (a wholly owned subsidiary of Ralston); (c) see Item 5.
J. M. Neville: (a) see above; (b) Vice President, General Counsel and Secretary
of Ralston; (c) see Item 5.
W. P. Stiritz: (a) see above; (b) Chairman of the Board, Chief Executive
Officer and President of Ralston; (c) see Item 5.
A. M. Wray: (a) see above; (b) Vice President and Controller of Ralston; (c)
none.
R. D. Winney: (a) see above; (b) Treasurer of Ralston; (c) none.
APPENDIX I continued
DIRECTORS
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David R. Banks: (a) 5111 Rogers Avenue, Suite 40A, Ft. Smith, Arkansas 92919;
(b) Chairman, President and Chief Executive Officer of Beverly Enterprises,
Inc.; (c) none.
John H. Biggs: (a) 730 Third Avenue, New York, New York 10017; (b) Chairman and
Chief Executive Officer of TIAA-CREF; (c) 5,000.
Donald Danforth, Jr.: (a) Suite 330, 700 Corporate Park Drive, St. Louis,
Missouri 63105; (b) President of Danforth Agri-Resources; (c) none.
William H. Danforth: (a) Campus Box 1044, 7425 Forsyth Boulevard, Suite 262,
Clayton, Missouri 63105; (b) Chairman of the Board of Washington University;
(c) none.
David C. Farrell: (a) 611 Olive Street, St. Louis, Missouri 63101; (b) Chairman
of the Board and Chief Executive Officer of The May Department Stores
Company; (c) none.
M. Darrell Ingram: (a) 44 Tiburon Drive, Austin, Texas 78738; (b) Retired
President and Chief Executive Officer of Petrolite Corporation; (c) none.
Richard A. Liddy: (a) 700 Market Street, St. Louis, MO 63101; (b) Chairman,
President and Chief Executive Officer of General American Life Insurance
Company; (c) none.
John F. McDonnell: (a) P. O. Box 516, St. Louis, Missouri 63166; (b) Chairman
of the Board of McDonnell Douglas Corporation; (c) none.
Katherine D. Ortega: (a) 800 25th Street, N.W. #1003, Washington, D.C. 20037;
(b) Former Alternate Representative of the United States to the 45th General
Assembly of the United Nations; (c) none.
W. P. Stiritz: (a) see above; (b) Chairman of the Board, Chief Executive
Officer and President of Ralston; (c) See Item 5.
APPENDIX I continued
VCS HOLDING COMPANY
-------------------
Set forth below with respect to each director and executive officer of VCS
Holding Company (``VCS') are his or her name and (a) his or her business
address (unless another address is set forth, the business address of each
person is Checkerboard Square, St. Louis, Missouri 63164); (b) his or her
present principal employment or occupation and the name and (if not VCS)
principal business of any corporation or other organization in which such
employment or occupation is carried on and the address of such corporation or
other organization (which, unless another address is set forth, is the same as
the business address set forth for such person); and (c) the number of shares of
the Common Stock of the Issuer beneficially owned by him or her. The reporting
persons believe that the information regarding Stock ownership set forth below
is correct as of October 10, 1995. It will be updated when amendments to this
Schedule 13D are filed.
EXECUTIVE OFFICERS
------------------
J. R. Elsesser, Chief Executive Officer and President: (a) see above; (b) Vice
President and Chief Financial Officer of Ralston Purina Company; (c) 4,550.
P. C. Fulweiler, Vice President: (a) 222 Delaware Avenue, 17th Floor,
Wilmington, Delaware 19801; (b) Vice President and Department Manager,
Corporate Financial Services of PNC Bank; (c) none.
J. P. Mulcahy, Vice President: (a) see above; (b) Vice President of Ralston
Purina Company; and Chairman of the Board, Chief Executive Officer and
President, Eveready Battery Company, Inc. (a wholly owned subsidiary of
Ralston Purina Company); (c) see Item 5.
APPENDIX I continued
EXECUTIVE OFFICERS cont.
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J. M. Neville, Vice President: (a) see above; (b) Vice President, General
Counsel and Secretary of Ralston Purina Company; (c) see Item 5.
T. L. Grosch, Secretary: (a) see above; (b) Senior Legal Counsel, Ralston
Purina Company; (c) none.
M. J. Costello, Vice President and Assistant Secretary: (a) see above; (b)
International Counsel, Ralston Purina International, Inc. (a division of
Ralston Purina Company); (c) none.
R. D. Winney: (a) see above; (b) Treasurer of Ralston Purina Company; (c) none.
DIRECTORS
---------
J. R. Elsesser: (a) see above; (b) Vice President and Chief Financial Officer
of Ralston Purina Company; (c) 4,550.
P. C. Fulweiler: (a) 222 Delaware Avenue, 17th Floor, Wilmington, Delaware
19801; (b) Vice President and Department Manager, Corporate Financial
Services of PNC Bank; (c) none.
