SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 5)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Interstate Bakeries Corporation
-----------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01
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(Title of Class of Securities)
46072310
- -------------------------------------------------------------------------------
(CUSIP Number)
J. M. Neville, Vice President, Assistant 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)
November 7, 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).
<PAGE>
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-
------------------------------------------------------------
<PAGE>
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)
45.2%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE>
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-
------------------------------------------------------------
<PAGE>
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)
45.2%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE>
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. 5 to Schedule 13D relating to the Common Stock, par
value $.01 per share, of Interstate Bakeries Corporation ("Issuer") 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; and
Amendment No. 4 thereto, which was filed on May 10, 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, and Mr. J. R. Elsesser, Vice President and Chief Financial Officer of
Ralston, each were granted a non-qualified stock option to purchase 10,000
shares of Common Stock of the Issuer as described in Item 5. Messrs. Stiritz
and Elsesser, who serve as non-employee directors of the Issuer, were granted
such options pursuant to the Issuer's 1996 Stock Incentive Plan.
Item 5. Interest in Securities of the Issuer.
Item 5 of Schedule 13D is amended, in pertinent part, as follows:
Mr. Stiritz beneficially owns 595,050 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. Of the total shares
beneficially owned, Mr. Stiritz owns 10,000 of such shares in connection with a
non-qualified stock option, described below, under which he has no power to vote
or direct the vote at this time.
Mr. Elsesser beneficially owns 14,550 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 3,300 of such shares and he shares
with his wife, Lee Elsesser, the power to vote or direct the vote and to dispose
or direct the disposition of 1,250 of such shares. Of the total shares
beneficially owned, Mr. Stiritz owns 10,000 of such shares in connection with a
non-qualified stock option, described below, under which he has no power to vote
or direct the vote at this time.
On September 24, 1996, the Issuer granted to each of Mr. Stiritz and Mr.
Elsesser a non-qualified stock option for 10,000 shares of the Issuer at an
exercise price of $37.00 per share. Each option is immediately exercisable and,
upon such exercise, Mr. Stiritz and Mr. Elsesser will have sole power to vote or
direct the vote of such shares. As of the date of this filing, neither Mr.
Stiritz nor Mr. Elsesser has exercised the option granted to him.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Item 6 of Schedule 13D is amended, in pertinent part, by adding the
following:
Effective September 24, 1996, Issuer executed an Award Notice and Non-
Qualified Stock Option Agreement with each of William P. Stiritz and James R.
Elsesser in connection with their service as non-employee directors of the
Issuer. The terms of the grant are described in Item 5. The Award Notice and
Non-Qualified Stock Option Agreements have been set forth as exhibits to this
Schedule 13D Amendment No. 5.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1: Award Notice and Non-Qualified Stock Option Agreement,
effective September 24, 1996, between William P. Stiritz and Interstate Bakeries
Corporation.
Exhibit 2: Award Notice and Non-Qualified Stock Option Agreement,
effective September 24, 1996, between James R. Elsesser and Interstate Bakeries
Corporation.
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: November 7, 1996
RALSTON PURINA COMPANY
Name: Nancy E. Hamilton
Title: Vice President, Secretary
and Senior Counsel
VCS HOLDING COMPANY
Name: Timothy L. Grosch
Title: Secretary
<PAGE>
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 November 7, 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) See Item 5.
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 Assistant
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.
N. E. Hamilton (a) see above; (b) Vice President, Secretary and Senior Counsel
of Ralston; (c) none.
<PAGE>
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.
<PAGE>
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 November 7, 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) See
Item 5.
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 Assistant Secretary of Ralston Purina Company; (c) 500.
T. L. Grosch, Secretary: (a) see above; (b) Deputy General 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) See Item 5.
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.
AWARD NOTICE
AND
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AWARD NOTICE AND NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is
effective as of the date of grant of the Option (as described below) by and
between Interstate Bakeries Corporation, a Delaware corporation (IBC"), and
William P. Stiritz, a non-employee director of IBC (the "Optionee").
Terms which are used in this Agreement that have not been defined have the
definitions provided in IBC's 1996 Stock Incentive Plan (the "Plan") in effect
as of the date of this Agreement. A copy of the Plan is available upon request
from IBC.
1. Award Notice.
The Optionee has been granted by IBC, subject to the terms and conditions
of the Plan and the terms and conditions of this Agreement, the right and
option to purchase from IBC, all or any part of the following (the
"Option"):
10,000 shares of the Common Stock of IBC (the "Shares")
Exercise price: $37.00 per share (the "Exercise Price")
Date of Grant: September 24, 1996
The Option is immediately exercisable.
The Option shall expire as of 11:59 p.m. on September 23, 2006 (the "Option
Expiration Date"), such date being ten (10) years from the Date of Grant
(unless previously terminated or to the extent previously exercised).
2. Tax Treatment
This Option is intended to be and will be treated as a non-qualified stock
option, and not an incentive stock option within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended (the "Code").
0227352.01
3. Option Exercise Procedure.
To exercise the Option the Optionee must notify IBC, prior to the
expiration or termination of this Option, of his or her desire to exercise
the Option or deliver to IBC a written Notice of Election to Exercise
Option (either such method being referred to as the "Notice"). IBC will
confirm the Notice and the Fair Market Value of the Shares on the date of
exercise (the date of exercise being the date that IBC receives the Notice,
or as soon thereafter as practicable) in correspondence to the Optionee.
The Notice must be accompanied by payment (as described below in Section 4)
of the Exercise Price for the Shares with respect to which the Option is
being exercised.
4. Payment of the Exercise Price.
The Exercise Price shall be paid, at the election of the Optionee (a) in
cash, or by check, bank draft or money order payable to the order of IBC;
(b) in shares of previously acquired Common Stock, duly endorsed and free
of any restrictions and encumbrances; or (c) in any combination of (a) or
(b). If Common Stock is to be used to pay the Exercise Price pursuant to
paragraphs (b) or (c) above, the such Common Stock must have been owned by
the Optionee for at least six (6) months.
5. Other Option Conditions.
(a) If the Optionee's directorship with IBC or a Subsidiary of IBC is
terminated before the Option Expiration Date for any reason other than
(i) death of the Optionee, or (ii) on account of any act of fraud,
intentional misrepresentation, embezzlement, misappropriation, or
conversion of assets or opportunities of IBC or any of its
Subsidiaries, (in which case the Option shall be canceled pursuant to
the Plan) then the Option must be exercised, within a period ending on
the earlier to occur of (A) the date which is three months following
the termination of the directorship, or (B) the Option Expiration
Date.
(b) If the Optionee dies before the Option Expiration Date and is a
director of IBC at the time of death, or if an Optionee dies within a
period of three months following the termination of his or her
directorship (but before the Option Expiration Date), the Option must
be exercised within a period of one year following the date of death
(if otherwise prior to the Option Expiration Date), by the executor or
the administrator
0227352.01 -2 -
of the estate of the Optionee, or by the person or persons who shall
have acquired the Option directly from the Optionee by bequest or
inheritance.
(c) Upon the occurrence of a Change of Control Event, IBC shall purchase
the Option at a purchase price equal to either (i) the difference
between the aggregate Exercise Price and the aggregate price per share
to be paid on the Shares subject to the Option in the merger or
consolidation which caused the Change of Control Event or (ii) the
difference between the aggregate Exercise Price and the aggregate Fair
Market Value of the Shares subject to the Option on the date of the
Change of Control Event, as applicable.
6. Miscellaneous.
(a) The Optionee shall have no rights as a shareholder with respect to any
shares of Common Stock subject to this Option prior to the date of
issuance to him of a certificate for such shares.
(b) The Optionee agrees to be bound by all of the terms and provisions of
the Plan. The terms of the Plan as it presently exists, and as it may
hereafter be amended, are deemed incorporated herein by reference, and
any conflict between the terms of this Agreement and the terms and
provisions of the Plan shall be resolved by the Board, whose
determination shall be final and binding on all parties. In general,
and except as otherwise determined by the Board, the provisions of the
Plan shall be deemed to supersede the provisions of this Agreement to
the extent of any conflict between the Plan and this Agreement.
(c) Any notice hereunder to IBC shall be addressed to it at Interstate
Bakeries Corporation, Compensation Committee, 12 East Armour Blvd.,
Kansas City, Missouri 64111, attention: Corporate Secretary. Any
notice hereunder to the Optionee shall be addressed to him or her at
the address set forth below, subject to the right of either party at
any time hereafter to designate in writing a different address.
(d) The Board may at any time unilaterally amend the terms and conditions
pertaining to the Option, provided, however that any such amendment
which is adverse to the Optionee shall require the Optionee's written
consent. Any other amendment of this Agreement shall require a written
agreement executed by both parties.
0227352.01 - 3 -
IN WITNESS WHEREOF, IBC has caused this Agreement to be executed by its
duly authorized officer and the Optionee has executed this Agreement to be
effective as of the effective date of the Option.
INTERSTATE BAKERIES CORPORATION
By: Ray Sandy Sutton
Vice President
ACCEPTED AND AGREED TO:
By: W. P. Stiritz
Optionee
Address: 801 Chouteau Avenue
St. Louis, MO 63102
0227352.01 - 4 -
AWARD NOTICE
AND
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AWARD NOTICE AND NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is
effective as of the date of grant of the Option (as described below) by and
between Interstate Bakeries Corporation, a Delaware corporation (IBC"), and
James R. Elsesser, a non-employee director of IBC (the "Optionee").
Terms which are used in this Agreement that have not been defined have the
definitions provided in IBC's 1996 Stock Incentive Plan (the "Plan") in effect
as of the date of this Agreement. A copy of the Plan is available upon request
from IBC.
1. Award Notice.
The Optionee has been granted by IBC, subject to the terms and conditions
of the Plan and the terms and conditions of this Agreement, the right and
option to purchase from IBC, all or any part of the following (the
"Option"):
10,000 shares of the Common Stock of IBC (the "Shares")
Exercise price: $37.00 per share (the "Exercise Price")
Date of Grant: September 24, 1996
The Option is immediately exercisable.
The Option shall expire as of 11:59 p.m. on September 23, 2006 (the "Option
Expiration Date"), such date being ten (10) years from the Date of Grant
(unless previously terminated or to the extent previously exercised).
2. Tax Treatment
This Option is intended to be and will be treated as a non-qualified stock
option, and not an incentive stock option within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended (the "Code").
0227352.01
3. Option Exercise Procedure.
To exercise the Option the Optionee must notify IBC, prior to the
expiration or termination of this Option, of his or her desire to exercise
the Option or deliver to IBC a written Notice of Election to Exercise
Option (either such method being referred to as the "Notice"). IBC will
confirm the Notice and the Fair Market Value of the Shares on the date of
exercise (the date of exercise being the date that IBC receives the Notice,
or as soon thereafter as practicable) in correspondence to the Optionee.
The Notice must be accompanied by payment (as described below in Section 4)
of the Exercise Price for the Shares with respect to which the Option is
being exercised.
4. Payment of the Exercise Price.
The Exercise Price shall be paid, at the election of the Optionee (a) in
cash, or by check, bank draft or money order payable to the order of IBC;
(b) in shares of previously acquired Common Stock, duly endorsed and free
of any restrictions and encumbrances; or (c) in any combination of (a) or
(b). If Common Stock is to be used to pay the Exercise Price pursuant to
paragraphs (b) or (c) above, the such Common Stock must have been owned by
the Optionee for at least six (6) months.
5. Other Option Conditions.
(a) If the Optionee's directorship with IBC or a Subsidiary of IBC is
terminated before the Option Expiration Date for any reason other than
(i) death of the Optionee, or (ii) on account of any act of fraud,
intentional misrepresentation, embezzlement, misappropriation, or
conversion of assets or opportunities of IBC or any of its
Subsidiaries, (in which case the Option shall be canceled pursuant to
the Plan) then the Option must be exercised, within a period ending on
the earlier to occur of (A) the date which is three months following
the termination of the directorship, or (B) the Option Expiration
Date.
(b) If the Optionee dies before the Option Expiration Date and is a
director of IBC at the time of death, or if an Optionee dies within a
period of three months following the termination of his or her
directorship (but before the Option Expiration Date), the Option must
be exercised within a period of one year following the date of death
(if otherwise prior to the Option Expiration Date), by the executor or
the administrator
0227352.01 -2 -
of the estate of the Optionee, or by the person or persons who shall
have acquired the Option directly from the Optionee by bequest or
inheritance.
(c) Upon the occurrence of a Change of Control Event, IBC shall purchase
the Option at a purchase price equal to either (i) the difference
between the aggregate Exercise Price and the aggregate price per share
to be paid on the Shares subject to the Option in the merger or
consolidation which caused the Change of Control Event or (ii) the
difference between the aggregate Exercise Price and the aggregate Fair
Market Value of the Shares subject to the Option on the date of the
Change of Control Event, as applicable.
6. Miscellaneous.
(a) The Optionee shall have no rights as a shareholder with respect to any
shares of Common Stock subject to this Option prior to the date of
issuance to him of a certificate for such shares.
(b) The Optionee agrees to be bound by all of the terms and provisions of
the Plan. The terms of the Plan as it presently exists, and as it may
hereafter be amended, are deemed incorporated herein by reference, and
any conflict between the terms of this Agreement and the terms and
provisions of the Plan shall be resolved by the Board, whose
determination shall be final and binding on all parties. In general,
and except as otherwise determined by the Board, the provisions of the
Plan shall be deemed to supersede the provisions of this Agreement to
the extent of any conflict between the Plan and this Agreement.
(c) Any notice hereunder to IBC shall be addressed to it at Interstate
Bakeries Corporation, Compensation Committee, 12 East Armour Blvd.,
Kansas City, Missouri 64111, attention: Corporate Secretary. Any
notice hereunder to the Optionee shall be addressed to him or her at
the address set forth below, subject to the right of either party at
any time hereafter to designate in writing a different address.
(d) The Board may at any time unilaterally amend the terms and conditions
pertaining to the Option, provided, however that any such amendment
which is adverse to the Optionee shall require the Optionee's written
consent. Any other amendment of this Agreement shall require a written
agreement executed by both parties.
0227352.01 - 3 -
IN WITNESS WHEREOF, IBC has caused this Agreement to be executed by its
duly authorized officer and the Optionee has executed this Agreement to be
effective as of the effective date of the Option.
INTERSTATE BAKERIES CORPORATION
By: Ray Sandy Sutton
Vice President
ACCEPTED AND AGREED TO:
By: James R. Elsesser
Optionee
Address: 801 Chouteau Avenue
St. Louis, MO 63102
0227352.01 - 4 -
