SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 4)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Interstate Bakeries Corporation
-----------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01
------------------------------------------------------------------------------
(Title of Class of Securities)
46072310
- -------------------------------------------------------------------------------
(CUSIP Number)
J. M. Neville, Vice President, Secretary and General Counsel, Ralston Purina
Company, Checkerboard Square, St. Louis, MO 63164 Telephone (314) 982-1266
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 10, 1996
-------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
- --------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x] (See Item 2 of Schedule 13D)
- --------------------------------------------------------------------------------
- --------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
- --------------------------------------
4. SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
- --------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ].
- --------------------------------------------------------------------------------
- --------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
- --------------------------------------------------------------------------------
- --------------------------------------
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-
-----------------------------------------------------------------
- -------------------------
9. SOLE DISPOSITIVE POWER
16,923,077 (See Item 5 of Schedule 13D)
-----------------------------------------------------------------
- -------------------------
10. SHARED DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
- -------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
16,923,077 (See Item 5 of Schedule 13D)
- --------------------------------------------------------------------------------
- --------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ].
- --------------------------------------------------------------------------------
- --------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5%
- --------------------------------------------------------------------------------
- --------------------------------------
14. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
- --------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VCS Holding Company
IRS Identification No. 43-1379066
- --------------------------------------------------------------------------------
- --------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x] (See Item 2 of Schedule 13D)
- --------------------------------------------------------------------------------
- --------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
- --------------------------------------
4. SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
- --------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ].
- --------------------------------------------------------------------------------
- --------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
- --------------------------------------
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-
-----------------------------------------------------------------
- -------------------------
9. SOLE DISPOSITIVE POWER
16,923,077 (See Item 5 of Schedule 13D)
-----------------------------------------------------------------
- -------------------------
10. SHARED DISPOSITIVE POWER
-0-
-----------------------------------------------------------------
- -------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
16,923,077 (See Item 5 of Schedule 13D)
- --------------------------------------------------------------------------------
- --------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ].
- --------------------------------------------------------------------------------
- --------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5%
- --------------------------------------------------------------------------------
- --------------------------------------
14. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
- --------------------------------------
RALSTON PURINA COMPANY AND
VCS HOLDING COMPANY
Statement pursuant to Section 13(d) of the
Securities Exchange Act of 1934
Item 1. Security and Issuer.
Item 1 of Schedule 13D is amended, in pertinent part, as follows:
This Amendment No. 4 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; Amendment No. 1 thereto, which was filed on September
22, 1995; and Amendment No. 2 thereto, which was filed on October 10, 1995; and
Amendment No. 3 thereto, which was filed on January 9, 1996. 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.
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 20,650 shares of Common Stock of the Issuer in a margin
account in open market transactions described in Item 5.
Mrs. Susan Stiritz, wife of W. P. Stiritz, purchased 25,000 shares of
Common Stock of the Issuer in a margin account in open market transactions
described in Item 5.
Item 5. Interest in Securities of the Issuer.
Item 5 of Schedule 13D is amended, in pertinent part, as follows:
Mr. Stiritz beneficially owns 585,050 shares of the outstanding Common
Stock of the Issuer. He has sole power to vote or direct the vote and sole
power to dispose or direct the disposition of 542,250 of such shares and he
shares with his wife, Susan Stiritz, the power to vote or direct the vote and to
dispose or direct the disposition of 42,800 of such shares.
Mr. Stiritz purchased 20,650 of such shares for which he has sole power to
vote or direct the vote, and sole power to dispose or direct the disposition, on
April 30, 1996 in a margin account in open market transactions as follows:
20,000 shares at a price of $24.00 per share; and
650 shares at a price of $23.875 per share.
Mrs. Stiritz purchased 25,000 of such shares for which Mr. and Mrs. Stiritz
share the power to vote or direct the vote, and to dispose or direct the
disposition, on April 30, 1996 in a margin account in open market transactions
as follows:
5,200 shares at a price of $23.875 per share; and
19,800 shares at a price of $24.00 per share.
Mr. Stiritz disclaims beneficial ownership of such shares.
Signature
After reasonable inquiry and to the best of our knowledge and belief, 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: May 10, 1996
RALSTON PURINA COMPANY
---------------------------------------
Name: James M. Neville
Title: Vice President, General Counsel
and Secretary
VCS HOLDING COMPANY
---------------------------------------
Name: James M. Neville
Title: Vice President
APPENDIX I
RALSTON PURINA COMPANY
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 May 10, 1996. It will be updated when amendments
to this Schedule 13D are filed.
EXECUTIVE OFFICERS
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.
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 and Chief Executive Officer, Eveready Battery Company, Inc. (a
wholly owned subsidiary of Ralston); (c) 10,000.
J. M. Neville: (a) see above; (b) Vice President, General Counsel and Secretary
of Ralston; (c) 500.
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.
DIRECTORS
APPENDIX I continued
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 May 10, 1996. 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 and Chief Executive Officer,
Eveready Battery Company, Inc. (a wholly owned subsidiary of Ralston Purina
Company); (c) 10,000.
J. M. Neville, Vice President: (a) see above; (b) Vice President, General
Counsel and Secretary of Ralston Purina Company; (c) 500.
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 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.
R. D. Winney: (a) see above; (b) Treasurer of Ralston Purina Company; (c) none.
