SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 3)
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)
January 9, 1996
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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 -------------------------------------------------------
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)
45.7%
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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)
45.7%
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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. 3 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. 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 25,000 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 200 shares of Common Stock of the Issuer in an open
market transaction described in Item 5.
Mr. J. P. Mulcahy, Vice President of Ralston, purchased 5,000 shares
of Common Stock of the Issuer through a trust of which he is the grantor in
an open-market 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 539,400 shares of the outstanding Common
Stock of the Issuer. He purchased 25,000 of such shares in December, 1995
in a margin account in open market transactions as follows:
6,000 shares on December 14, 1995 at an average price of $21.625 per
share; and
19,000 shares on December 15, 1995 at an average price of $21.625 per
share.
Mr. Stiritz has sole power to vote or direct the vote and sole power
to dispose or direct the disposition of 521,600 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 500 shares of the outstanding Common
Stock of the Issuer. He purchased 200 of such shares in an open market
transaction on October 18, 1995 at an average price of $21.25 per share.
He has sole power to vote or direct the vote and sole power to dispose or
direct the disposition of the 500 shares he beneficially owns.
Mr. Mulcahy beneficially owns 10,000 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. 5,000
of such shares were purchased through a trust account in an open-market
transaction on October 9, 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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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 January 9, 1996
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 January 9, 1996. 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.
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.
DIRECTORS
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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 January 9, 1996.
It will be updated when amendments to this Schedule 13D are filed.
EXECUTIVE OFFICERS
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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.
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
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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)
