SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 6)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Interstate Bakeries Corporation
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(Name of Issuer)
Common Stock, par value $.01
- ------------------------------------------------------------------------------
(Title of Class of Securities)
46072310
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(CUSIP Number)
J. M. Neville, Vice President, General Counsel, and Assistant Secretary,
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)
July 29, 1997
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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).
<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)
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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 15,923,077 (See Item 5 of Schedule 13D)
by Each Reporting ------------------------------------------------------
Person With 8. SHARED VOTING POWER
-0-
-----------------------------------------------------
9. SOLE DISPOSITIVE POWER
15,923,077 (See Item 5 of Schedule 13D)
- - -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
-----------------------------------------------------------
<PAGE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
15,923,077 (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)
43.53%
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14. TYPE OF REPORTING PERSON
CO
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<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
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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
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Number of 7. SOLE VOTING POWER
Shares Bene-
ficially Owned 15,923,077 (See Item 5 of Schedule 13D)
by Each Reporting ---------------------------------------------
Person With 8. SHARED VOTING POWER
-0-
-------------------------------------------
9. SOLE DISPOSITIVE POWER
15,923,077 (See Item 5 of Schedule 13D)
--------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
------------------------------------------
<PAGE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
15,923,077 (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)
43.53%
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14. TYPE OF REPORTING PERSON
CO
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<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. 6 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; Amendment No. 2 thereto, which was filed on October 10,
1995; Amendment No. 3 thereto, which was filed on January 9, 1996; Amendment
No. 4 thereto, which was filed on May 10, 1996; and Amendment No. 5 thereto,
which was filed on November 7, 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 4. Purpose of Transaction.
-------------------------
Ralston and VCS will dispose of a portion of their holdings of Common
Stock of the Issuer if Ralston elects, upon maturity of the Exchangeable Notes
described in Item 6, to exchange such notes for Common Stock of the Issuer.
See Item 6.
Item 5. Interest in Securities of the Issuer.
-----------------------------------------
Item 5 of Schedule 13D is amended, in pertinent part, as follows:
Ralston Purina Company ("Ralston") through its wholly-owned subsidiary VCS
Holding Company ("VCS") owns 15,923,077 shares of Common Stock of the Issuer,
representing 43.53% of the outstanding shares of such Common Stock as of July
29, 1997. Ralston, through its indirect and beneficial ownership, and VCS,
through its direct ownership, of such Common Stock have sole power to vote or
direct the vote and sole power to dispose or direct the disposition of such
15,923,077 shares.
Mr. Stiritz beneficially owns 595,050 shares of the outstanding Common Stock
of the Issuer, representing 1.627% of the outstanding shares of 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 442,250 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 142,800 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 under which he has no power to vote or direct the
vote at this time.
As of May 9, 1997, Mr. Mulcahy beneficially owns 6,000 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 to dispose or direct the disposition of such shares.
On July 29, 1997, pursuant to a Stock Repurchase Agreement dated April
29, 1997 by and among Ralston, VCS and Issuer ("Stock Repurchase Agreement"),
Ralston and VCS sold to Issuer 1,000,000 shares of Issuer's Common Stock for
$60.079375 per share plus $.135 per share for dividends declared but not yet
paid as of July 29, 1997. Upon receipt of the purchase price in immediately
available funds, Ralston instructed Issuer's transfer agent to deliver the
1,000,000 shares to Issuer in Kansas City, Missouri.
On July 21, 1997, Mr. Stiritz made a gift of 100,000 shares of Common
Stock of Issuer, for which he had sole power to vote or direct the vote and
sole power to dispose or direct the disposition, to his wife, Susan Stiritz,
with whom he shares power to vote or direct the vote and power to dispose or
direct the disposition of such shares.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
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to Securities of the Issuer.
-----------------------------
Item 6 of Schedule 13D is amended, in pertinent part, by adding the following:
On April 29, 1997, Ralston and Issuer executed a letter agreement
pursuant to which Issuer consented to Ralston's issuance of certain debt
securities, in an underwritten public offering, which are exchangeable at
maturity for Common Stock of Issuer or cash, at Ralston's election (the
"Exchangeable Notes"). Issuer and Ralston also agreed that Issuer would
repurchase 1,000,000 of its shares from Ralston in connection with the closing
of the Exchangeable Notes transaction. The terms of such repurchase were set
forth in the Stock Repurchase Agreement. In a letter agreement dated July 3,
1997, Issuer and Ralston also agreed to amend the Shareholder Agreement to
extend certain periods described in such Agreement in recognition of the 2000
maturity date of the Exchangeable Notes. In a letter agreement dated July 22,
1997, Issuer and Ralston agreed to register an offering of an additional 20%
of Exchangeable Notes, and Issuer agreed to waive its rights under Section 4.1
of the Shareholder Agreement to acquire shares of Issuer's Common Stock to the
extent such shares are exchanged for such additional Exchangeable Notes at
maturity. In three letter agreements dated July 23, 1997, directed to the
underwriters of the public offering of the Exchangeable Notes, VCS Holding
Company, Mr. Stiritz and Mr. Elsesser separately agreed not to, except in
limited circumstances, sell, pledge or otherwise dispose of their beneficial
ownership of shares of Issuer's Common Stock, options or other rights to
purchase such stock for a period of 90 days after the date of the initial
public offering of the Exchangeable Notes. The foregoing descriptions of the
Letter Agreements and the share Repurchase Agreement are only summaries and
are qualified in their entirety by reference to the full agreements which are
set forth as exhibits to this Amendment No. 6 to the Schedule 13D.
Ralston's public offering of Exchangeable Notes is pursuant to Ralston's
Registration Statement Nos. 333-27959 and 333-31955 and Issuer's Registration
Statement Nos. 333-27961 and 333-31953.
Item 7. Materials to be Filed as Exhibits.
--------------------------------------
Exhibit A: Letter Agreement dated April 29, 1997, by and between Ralston and
Issuer.
Exhibit B: Stock Repurchase Agreement dated April 29, 1997 by and among
Ralston, VCS and Issuer.
Exhibit C: Letter Agreement dated July 3, 1997, by and between Ralston and
Issuer.
Exhibit D: Letter Agreement dated July 22, 1997, by and between Ralston and
Issuer.
Exhibit E: Letter Agreement dated July 23, 1997, by and between Credit Suisse
First Boston Corporation, Bear, Stearns & Company, Inc., Lehman Brothers,
Inc., J. P. Morgan Securities, Inc., and Salomon Brothers, Inc. (the
"Underwriters") and VCS Holding Company.
Exhibit F: Letter Agreement dated July 23, 1997, by and between the
Underwriters and W. P. Stiritz.
Exhibit G: Letter Agreement dated July 23, 1997, by and between the
Underwriters and J. R. Elsesser.
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: August 8, 1997
RALSTON PURINA COMPANY
/s/Nancy E. Hamilton
Name: Nancy E. Hamilton
Title: Vice President, Secretary
and Senior Counsel
VCS HOLDING COMPANY
/s/Timothy L. Grosch
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 August 8, 1997. 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) 14,550.
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.
J. P. Mulcahy: (a) see above; (b) Vice President of Ralston; and Chairman of
the Board, President and Chief Executive Officer, 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
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.
<PAGE>
APPENDIX I continued
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.
DIRECTORS
---------
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
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.
J. P. Mulcahy: (a) see above; (b) Vice President of Ralston; and Chairman of
the Board, President and Chief Executive Officer, Eveready Battery Company,
Inc. (a wholly owned subsidiary of Ralston); (c) See Item 5.
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 August 8, 1997. 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)
14,550.
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, President and Chief Executive
Officer, Eveready Battery Company, Inc. (a wholly owned subsidiary of Ralston
Purina Company); (c) See Item 5.
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.
APPENDIX I continued
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) 14,550.
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.
Exhibit A
April 29, 1997
Mr. William P. Stiritz
Chairman & CEO
Ralston Purina Company
Checkerboard Square - Floor 15T
St. Louis, MO 63102
Dear Bill:
This letter is being sent to you to confirm our mutual agreement with
respect to the proposed exchangeable notes transaction which implicates the
Shareholder Agreement dated July 22, 1995, by and among Interstate Bakeries
Corporation, Ralston Purina Company and VCS Holding Company (the "Agreement").
Capitalized terms used in this letter without definition have the meanings
given to them in the Agreement.
It is our understanding that Ralston proposes to issue debt securities
with a value of between $360,000,000.00 and $400,000,000.00 (the "Notes") in
an underwritten public offering that are exchangeable for IBC Equity (the
"Offered Shares"), or cash, at maturity (the "Notes Transaction"). IBC hereby
consents to the Notes Transaction (and the related Transfer, if any, of the
Offered Shares to a trustee upon maturity of the Notes or otherwise) and
hereby waives its rights to acquire the Offered Shares under Section 4.1 of
the Agreement to the extent that such Offered Shares are transferred in
exchange for the Notes. However, it is agreed that IBC shall acquire
1,000,000 other shares of IBC Equity pursuant to the terms of the attached
Stock Repurchase Agreement (the "Repurchase Agreement").
The parties also agree that IBC shall bear the registration expenses
incurred pursuant to Section 6.1 of the Agreement in connection with the
registration of the Offered Shares and the Notes up to the amount of such
expenses which would have been incurred with respect to a secondary offering
of the Offered Shares and Ralston shall bear the registration expenses in
excess thereof.
Except as provided in this letter, the rights granted by Ralston to IBC
herein and in the Repurchase Agreement are in addition to, and not a
replacement of, all of the other rights IBC has pursuant to the Agreement.
Subject to the terms and conditions contained herein and in the Repurchase
Agreement, the Notes Transaction shall be deemed to be the exercise of a
single Demand Registration under the Agreement.
If the foregoing is acceptable to you, please indicate by signing two of
the originals of each of this letter and the Repurchase Agreement where
indicated and returning them to us.
INTERSTATE BAKERIES CORPORATION
/s/Charles A. Sullivan
------------------------
By: Charles A. Sullivan
Title: Chairman of the Board & CEO
RALSTON PURINA COMPANY
/s/William P. Stiritz
- -----------------------
By: William P. Stiritz
Title: Chairman & CEO
cc: James M. Neville, Esq.
General Counsel
Ralston Purina Company
Checkerboard Square
St. Louis, MO 63102
James R. Elsesser, Vice President & CFO
Ralston Purina Company
Checkerboard Square
St. Louis, MO 63102
- 2 -
Exhibit B
STOCK REPURCHASE AGREEMENT
BY AND AMONG
RALSTON PURINA COMPANY,
VCS HOLDING COMPANY,
AND
INTERSTATE BAKERIES CORPORATION
DATED
APRIL 29, 1997
<PAGE>
======
STOCK REPURCHASE AGREEMENT
THIS STOCK REPURCHASE AGREEMENT ("Repurchase Agreement") is dated as
of April 29, 1997, by and among RALSTON PURINA COMPANY, a Missouri corporation
("RPC"), VCS HOLDING COMPANY, a Delaware corporation ("VCS") (RPC and VCS
being collectively referred to as "Ralston"), and INTERSTATE BAKERIES
CORPORATION, a Delaware corporation ("IBC"). Capitalized terms not defined
herein shall have the meanings set forth in the Ralston and IBC Shareholders
Agreement dated July 22, 1995 (the Agreement ), as modified herein.
WHEREAS, the Agreement related to the acquisition by Ralston of
16,923,077 shares of common stock of IBC (referred to as the "IBC Equity" in
Section 11.13 of the Agreement) pursuant to the acquisition of Continental
Baking Company ("CBC");
WHEREAS, Ralston desires to exercise one of its Demand Registrations
to register a certain number of shares of the IBC Equity (the "Offered Shares"
) in conjunction with Ralston's offering of between $360,000,000 and
$400,000,000 of exchangeable notes (the "Notes"), which will be exchangeable
at maturity three years after issuance for the Offered Shares or cash (the
"Notes Transaction" ) ;
WHEREAS, pursuant to the Agreement, IBC has a right of First Offer
with respect to all, but not less than all, of the Offered Shares but has
notified Ralston of its waiver of such right with respect to the Offered
Shares that are transferred in exchange for the Notes; and
WHEREAS, notwithstanding IBC's waiver of its right to acquire all of
the Offered Shares, IBC desires to acquire from Ralston, and Ralston desires
to sell to IBC certain of the IBC Equity (not part of the Offered Shares) on
the terms and subject to the conditions as more fully set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows.
ARTICLE I
STOCK REPURCHASE OBLIGATION
SECTION 1.1 THE STOCK REPURCHASE OBLIGATION Subject to any
restrictions contained in applicable laws, Ralston and IBC hereby agree
that in connection with the closing of the Notes Transaction, Ralston
shall sell to IBC and IBC shall repurchase from Ralston, 1,000,000 shares
(the "Repurchase Shares") of the IBC Equity (other than the Offered
Shares) pursuant to the terms and conditions hereof (the "Repurchase
Obligation").
SECTION 1.2 PURCHASE PRICE The aggregate purchase price
(the "Purchase Price") to be paid for all of the Repurchase Shares
shall be (a) 1,000,000 multiplied by the initial Price per share of the
IBC Equity used to set the exchange rate for the Notes; (b) such
aggregate amount in (a) multiplied by .97; (c) plus an amount equal
to dividends declared on the Repurchase Shares but not paid prior to the
Closing Date.
SECTION 1.3 CLOSING OF THE PURCHASE The closing of
the purchase of the Repurchase Shares shall occur at 10:00 a.m. central
time at the offices of Shook, Hardy & Bacon L.L.P., 1200 Main Street,
Suite 3100, Kansas City, Missouri 64105, immediately following the
closing of the Notes Transaction (which will occur in New York
City) or at such other place and time as the parties mutually agree (the
"Closing Date"). The parties agree that they shall negotiate in good faith
the rescheduling of the Closing Date (which in no event shall be later than
sixty days after the closing of the Notes Transaction), if necessary to comply
with Regulation M issued pursuant to the Securities Exchange Act of 1934, as
amended. If the Closing Date is more than five days after the closing of the
Notes Transaction, then IBC shall pay to RPC interest on the Purchase Price
equal to the rate of interest then paid by IBC on its principal bank
indebtedness.
SECTION 1.4 PAYMENT On the Closing Date, Ralston shall
surrender to IBC its duly endorsed stock certificates representing
the Repurchase Shares, free and clear of all liens and encumbrances
whatsoever, and IBC shall pay to Ralston the Purchase Price
in immediately available funds by wire transfer to an account designated in
writing by Ralston to IBC. Ralston shall deliver the wire transfer
instructions to IBC at least three business days prior to the Closing Date.
SECTION 1.5 TRANSFER OF TITLE Transfer of title to the
Repurchase Shares shall be deemed to occur automatically on the Closing
Date, subject to payment by IBC on such date of the Purchase Price.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
SECTION 2.1 REPRESENTATIONS AND WARRANTIES OF RALSTON Ralston
hereby represents and warrants to IBC as follows:
(a) Ralston has all requisite legal and corporate power to
execute and deliver this Repurchase Agreement and to carry out and perform its
obligations under the terms of this Repurchase Agreement.
(b) The execution and delivery of this Repurchase Agreement and
the consummation of the transactions herein do not and will not violate any
agreement binding upon Ralston; and this Repurchase Agreement is the valid and
binding agreement of Ralston, enforceable against Ralston in accordance with
its terms subject to laws of general application relating to bankruptcy,
insolvency, the relief of debtors, general equity principles and limitations
upon rights to indemnity.
(c) Ralston has good and marketable title to at least 1,000,000
shares of the IBC Equity, free and clear of any liens, encumbrances,
restrictions on transfer or rights of others and shall keep such shares free
and clear of any liens, encumbrances, restrictions on transfer or rights of
others.
SECTION 2.2 REPRESENTATIONS AND WARRANTIES OF IBC IBC
hereby represents and warrants to Ralston as follows:
(a) IBC has all requisite legal and corporate power to
execute and deliver this Repurchase Agreement and to carry out and perform its
obligations under the terms of this Repurchase Agreement.
(b) The execution and delivery of this Repurchase
Agreement, and the consummation of the transactions herein provided, do not
and will not violate any agreement binding upon IBC, and this Agreement is the
valid and binding agreement of IBC, enforceable against IBC in accordance with
its terms subject to laws of general application relating to bankruptcy,
insolvency, the relief of debtors, general equity principles and limitations
on rights to indemnity.
ARTICLE III
GENERAL PROVISIONS
SECTION 3.1 SPECIFIC PERFORMANCE. The parties hereto
agree that irreparable damage would occur in the event any provision
of this Repurchase Agreement was not performed in accordance with
the terms hereof and that the parties shall be entitled to specific
performance of the terms hereof, in addition to any other remedy at
law or in equity.
SECTION 3.2 EXPENSES Except as otherwise provided in
this Repurchase Agreement, each party shall bear its
own expenses and costs in connection with this Repurchase
Agreement.
SECTION 3.3 AMENDMENT This Repurchase Agreement may
not be modified, amended, altered or supplemented except upon the
execution and delivery of a written agreement executed by the parties
hereto.
SECTION 3.4 SUCCESSORS AND ASSIGNS No party to
this Repurchase Agreement may assign any of its rights or obligations
under this Repurchase Agreement without the prior written consent
of the other parties.
SECTION 3.5 NOTICES All notices, requests, claims,
demands and other communications hereunder, unless
this Repurchase Agreement expressly provides otherwise, shall be in writing
and shall be given (and shall be deemed to have been duly given upon receipt)
by delivery in person, by facsimile or by registered or certified mail
(postage prepaid, return receipt requested), to the other party to the
addresses set forth in Section 11.5 of the Agreement.
SECTION 3.6 GOVERNING LAW This Repurchase Agreement shall
be governed by and construed in accordance with the laws of Missouri
without giving effect to the provisions thereof relating to conflicts
of laws.
SECTION 3.7 TERMINATION This Repurchase Agreement and
the rights and obligations hereunder shall terminate (if not consummated)
upon the written notification by Ralston of its decision not to consummate
the Notes Transaction or upon the mutual agreement of the parties.
In addition, IBC shall have the right to terminate this
Repurchase Agreement if the Notes Transaction has not been consummated by
August 15, 1997. No such termination shall relieve any party from liability
for any breach of this Repurchase Agreement.
SECTION 3.8 SEVERABILITY The provisions of this Repurchase
Agreement shall be deemed severable and the invalidity or unenforceability
of any provision shall not affect the validity or enforceability of the
other provisions hereof. If any provision of this
Repurchase Agreement, or the application thereof to any person or entity or
any circumstance, is invalid or unenforceable, (i) a suitable and equitable
provision shall be substituted therefor in order to carry out, so far as may
be valid and enforceable, the intent and purpose of such invalid and
unenforceable provision and (ii) the remainder of this Repurchase Agreement
and the application of such provision to other persons, entities or
circumstances shall not be affected by such invalidity or unenforceability,
nor shall such invalidity or unenforceability affect the validity or
enforceability of such provision, or the application thereof, in any other
jurisdiction.
SECTION 3.9 ENTIRE AGREEMENT This Repurchase Agreement
and the other documents delivered pursuant hereto and thereto, constitute
the entire agreement among the parties hereto with respect to the subject
matter hereof and supersede all other prior agreements and understandings,
both written and oral, among the parties with respect to the subject
matter hereof.
SECTION 3.10 DESCRIPTIVE HEADINGS The descriptive
headings herein are inserted for convenience of reference only and are
not intended to be part of or to affect the meaning or interpretation
of this Repurchase Agreement.
SECTION 3.11 COUNTERPARTS This Repurchase Agreement may be
executed in two or more counterparts, each of which shall be deemed to be
an original, but all of which shall constitute one and the same agreement.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Repurchase
Agreement as of the day and year first above written.
RALSTON PURINA COMPANY
By: /s/ James R. Elsesser
----------------------------
Name: James R. Elsesser
Title: Vice President and Chief Financial
Officer
VCS HOLDING COMPANY
By: /s/ Timothy L. Grosch
----------------------------
Name: Timothy L. Grosch
Title: Secretary
INTERSTATE BAKERIES CORPORATION
By: /s/ Ray Sandy Sutton
---------------------------
Name: Ray Sandy Sutton
Title: Vice President, Corporate Secretary and
General Counsel
Exhibit C
July 3, 1997
Mr. James R. Elsesser
Vice President and CFO
Ralston Purina Company
Checkerboard Square - 15T
St. Louis, MO 63164
Dear Mr. Elsesser:
This letter amends the Shareholder Agreement dated July 22, 1995 by and
among Interstate Bakeries Corporation ("IBC"), Ralston Purina Company
("Ralston") and VCS Holding Company (the "Shareholder Agreement").
The parties agree that if the consummation of the SAILS transaction
occurs between July 22, 1997 and August 15, 1997, then certain provisions of
the Shareholder Agreement shall be deemed amended as set forth below. If the
SAILS transaction is consummated prior to July 22, 1997 or is not consummated
by August 15, 1997, then the Shareholder Agreement shall not be deemed to be
amended as set forth below.
1. The phrase "until the sixth anniversary date of this Agreement" in
Section 2.1 of the Shareholder Agreement shall be replaced with "until 24 days
after the sixth anniversary date of this Agreement."
2. The phrase "commencing on the fifth anniversary date of this Agreement"
in Section 9.1(a) of the Shareholder Agreement shall be replaced with
"commencing on the 24th day after the fifth anniversary of the date of this
Agreement."
3. The phrase "within one (1) year following the expiration of the fifth
anniversary date" in Section 9.1(c) of the Shareholder Agreement shall be
replaced with "within one (1) year and 24 days following the expiration of the
fifth anniversary date."
4. The phrase "on the fifth anniversary date of this Agreement" in Section
10.6 of the Shareholder Agreement shall be replaced with "on the 24th day
after the fifth anniversary date of this Agreement."
5. The phrase "which is five (5) years from the date hereof;" in Section
11.15 of the Shareholder Agreement shall be replaced with "which is five (5)
years and 24 days from the date hereof;" and the phrase "which is six (6)
years from the date hereof" in Section 11.15 shall be replaced with "which is
six (6) years and 24 days from the date hereof."
If the foregoing is acceptable to you, please indicate by signing two of
the originals of each of this letter where indicated and return them to us.
INTERSTATE BAKERIES CORPORATION
By: /s/ Ray Sandy Sutton
-----------------------
Name: Ray Sandy Sutton
Title: Vice President
RALSTON PURINA COMPANY
By: /s/James R. Elsesser
------------------------
Name: James R. Elsesser
Title: Vice President and CFO
cc: James M. Neville, Esq.
General Counsel
Ralston Purina Company
Checkerboard Square
St. Louis, MO 63102
Paul E. Yarick
Vice President and Treasurer
Interstate Bakeries Corporation
12 East Armour Boulevard
Kansas City, MO 64111
Exhibit D
July 22, 1997
Mr. James R. Elsesser
Vice President and Chief Financial Officer
Ralston Purina Company
Checkerboard Square - 15T
St. Louis, MO 63164
Dear Jim:
This letter is being sent to you to confirm our mutual agreement with
respect to the sale by Ralston Purina Company ("Ralston") of additional Stock
Appreciation Income Linked Securities ("SAILS"), which may be exchangeable at
maturity, at Ralston's option, for a number of shares of IBC Common Stock or
cash with an equivalent value. Ralston has registered the offering of the
SAILS pursuant to its Form S-3 Registration Statement No. 333-29759, filed May
29, 1997, and Interstate Bakeries Corporation ("IBC") has registered the
underlying shares of IBC Common Stock for which the SAILS may be exchanged on
its Form S-3 Registration Statement No. 333-27961, filed May 29, 1997.
Ralston has informed IBC that, pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, it has elected to file a post-effective
amendment to its registration statement in order to register additional SAILS
representing 20% of the $400,000,000 maximum aggregate offering price
originally registered (the "Additional SAILS"). This letter confirms that IBC
consents to the registration and offering of the Additional SAILS and hereby
waives its rights, under Section 4.1 of the Shareholder Agreement (the
"Agreement") between Ralston, VCS Holding Company and IBC dated July 22, 1995,
to acquire the shares of IBC Common Stock which will become exchangeable for
the Additional SAILS, to the extent that such shares of IBC Common Stock are
actually exchanged for the Additional SAILS at maturity.
IBC also agrees to post-effectively amend, at its own expense, its
registration statement, in order to register the shares of IBC Common Stock
which will be exchangeable for the Additional SAILS. The offering of the
SAILS, including the offering of the Additional SAILS, shall be deemed to be
the exercise of the single Demand Registration under the Agreement. The side
letters dated June 19, 1997 and July 3, 1997 regarding the payment of fees,
costs and expenses of the SAILS shall be deemed to apply to the Additional
SAILS, provided, however, that Ralston agrees to pay the SEC filing fees with
respect to both the Additional SAILS and the IBC Common Stock subject to the
Additional SAILS.
If the foregoing is acceptable to you, please indicate by signing two of
the originals of each of this letter where indicated and returning them to us.
INTERSTATE BAKERIES CORPORATION
By: /s/ Ray Sandy Sutton
-----------------------
Ray Sandy Sutton
Vice President
RALSTON PURINA COMPANY
By: /s/James R. Elsesser
------------------------
James R. Elsesser
Vice President and
Chief Financial Officer
cc: James M. Neville, Esq.
General Counsel
Ralston Purina Company
Checkerboard Square
St. Louis, MO 63102
Paul E. Yarick
Vice President and Treasurer
Interstate Bakeries Corporation
12 East Armour Boulevard
Kansas City, MO 64111
Exhibit E
July 23, 1997
Credit Suisse First Boston Corporation
Bear, Stearns & Co. Inc.
Lehman Brothers Inc.
J.P. Morgan Securities Inc.
Salomon Brothers Inc.
c/o Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, NY 10010-3629
Dear Sirs:
The undersigned understands that Credit Suisse First Boston Corporation
("CSFBC"), Bear, Stearns & Co. Inc., Lehman Brothers Inc., J.P. Morgan
Securities Inc., Salomon Brothers Inc. and certain other underwriters (the
"Underwriters") propose to enter into an Underwriting Agreement (the
"Underwriting Agreement") with Ralston Purina Company (the "Company") and
Interstate Bakeries Corporation ("IBC"), in connection with the proposed
public offering by the several Underwriters of SAILS (Stock Appreciation
Income Linked Securities) consisting of the Company's Exchangeable Notes Due
2000, which such notes are exchangeable, at the Company's option, for the
common stock of IBC, par value $.01 per share ("IBC Common Stock").
Capitalized terms used and not defined herein shall have the meanings ascribed
to them in the Underwriting Agreement.
To induce the Underwriters to participate in the public offering, the
undersigned hereby agrees that it will not, without the prior written consent
of CSFBC on behalf of the Underwriters, except as otherwise stated in the
Underwriting Agreement, or pursuant to the Repurchase Transaction as defined
in the Registration Statement on Form S-3 of IBC (Registration No. 333-27961),
during a period of 90 days after the date of the initial public offering of
the SAILS, sell, offer, agree to sell, pledge or otherwise dispose of,
directly or indirectly, shares of IBC Common Stock, any options, warrants or
other rights to purchase any shares of IBC Common Stock, or any securities
convertible into, exercisable for or exchangeable for shares of IBC Common
Stock.
Whether or not the public offering actually occurs depends on a number of
factors, including market conditions. Any public offering will only be made
pursuant to the Underwriting Agreement, the terms of which are subject to
agreement between the Company and the Underwriters.
In the furtherance of the foregoing, IBC and its transfer agent and
registrar are hereby authorized to decline to make any transfer of shares of
IBC Common Stock if such transfer would constitute a violation of breach of
this Agreement.
This Agreement shall be binding on the undersigned and the respective
successors, heirs, personal representatives and assigns of the undersigned.
This agreement shall lapse and become null and void if the initial public
offering of the SAILS shall not have occurred on or before October 1, 1997.
Very truly yours,
/s/ Timothy L. Grosch
------------------------
Timothy L. Grosch
VCS Holding Company
c/o Interstate Bakeries Corporation
12 East Armour Boulevard
Kansas City, Missouri 64111
Exhibit F
July 23, 1997
Credit Suisse First Boston Corporation
Bear, Stearns & Co. Inc.
Lehman Brothers Inc.
J.P. Morgan Securities Inc.
Salomon Brothers Inc.
c/o Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, NY 10010-3629
Dear Sirs:
The undersigned understands that Credit Suisse First Boston Corporation
("CSFBC"), Bear, Stearns & Co. Inc., Lehman Brothers Inc., J.P. Morgan
Securities Inc., Salomon Brothers Inc. and certain other underwriters (the
"Underwriters") propose to enter into an Underwriting Agreement (the
"Underwriting Agreement") with Ralston Purina Company (the "Company") and
Interstate Bakeries Corporation ("IBC"), in connection with the proposed
public offering by the several Underwriters of SAILS (Stock Appreciation
Income Linked Securities) consisting of the Company's Exchangeable Notes Due
2000, which such notes are exchangeable, at the Company's option, for the
common stock of IBC, par value $.01 per share ("IBC Common Stock").
Capitalized terms used and not defined herein shall have the meanings ascribed
to them in the Underwriting Agreement.
To induce the Underwriters to participate in the public offering, the
undersigned hereby agrees that it will not, without the prior written consent
of CSFBC on behalf of the Underwriters, except as otherwise stated in the
Underwriting Agreement, or pursuant to the Repurchase Transaction as defined
in the Registration Statement on Form S-3 of IBC (Registration No. 333-27961),
during a period of 90 days after the date of the initial public offering of
the SAILS, sell, offer, agree to sell, pledge or otherwise dispose of,
directly or indirectly, shares of IBC Common Stock, any options, warrants or
other rights to purchase any shares of IBC Common Stock, or any securities
convertible into, exercisable for or exchangeable for shares of IBC Common
Stock.
Whether or not the public offering actually occurs depends on a number of
factors, including market conditions. Any public offering will only be made
pursuant to the Underwriting Agreement, the terms of which are subject to
agreement between the Company and the Underwriters.
In the furtherance of the foregoing, IBC and its transfer agent and
registrar are hereby authorized to decline to make any transfer of shares of
IBC Common Stock if such transfer would constitute a violation of breach of
this Agreement.
This Agreement shall be binding on the undersigned and the respective
successors, heirs, personal representatives and assigns of the undersigned.
This agreement shall lapse and become null and void if the initial public
offering of the SAILS shall not have occurred on or before October 1, 1997.
Very truly yours,
/s/ William P. Stiritz
-------------------------
William P. Stiritz
c/o Interstate Bakeries Corporation
12 East Armour Boulevard
Kansas City, Missouri 64111
Exhibit G
July 23, 1997
Credit Suisse First Boston Corporation
Bear, Stearns & Co. Inc.
Lehman Brothers Inc.
J.P. Morgan Securities Inc.
Salomon Brothers Inc.
c/o Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, NY 10010-3629
Dear Sirs:
The undersigned understands that Credit Suisse First Boston Corporation
("CSFBC"), Bear, Stearns & Co. Inc., Lehman Brothers Inc., J.P. Morgan
Securities Inc., Salomon Brothers Inc. and certain other underwriters (the
"Underwriters") propose to enter into an Underwriting Agreement (the
"Underwriting Agreement") with Ralston Purina Company (the "Company") and
Interstate Bakeries Corporation ("IBC"), in connection with the proposed
public offering by the several Underwriters of SAILS (Stock Appreciation
Income Linked Securities) consisting of the Company's Exchangeable Notes Due
2000, which such notes are exchangeable, at the Company's option, for the
common stock of IBC, par value $.01 per share ("IBC Common Stock").
Capitalized terms used and not defined herein shall have the meanings ascribed
to them in the Underwriting Agreement.
To induce the Underwriters to participate in the public offering, the
undersigned hereby agrees that it will not, without the prior written consent
of CSFBC on behalf of the Underwriters, except as otherwise stated in the
Underwriting Agreement, or pursuant to the Repurchase Transaction as defined
in the Registration Statement on Form S-3 of IBC (Registration No. 333-27961),
during a period of 90 days after the date of the initial public offering of
the SAILS, sell, offer, agree to sell, pledge or otherwise dispose of,
directly or indirectly, shares of IBC Common Stock, any options, warrants or
other rights to purchase any shares of IBC Common Stock, or any securities
convertible into, exercisable for or exchangeable for shares of IBC Common
Stock.
Whether or not the public offering actually occurs depends on a number of
factors, including market conditions. Any public offering will only be made
pursuant to the Underwriting Agreement, the terms of which are subject to
agreement between the Company and the Underwriters.
In the furtherance of the foregoing, IBC and its transfer agent and
registrar are hereby authorized to decline to make any transfer of shares of
IBC Common Stock if such transfer would constitute a violation of breach of
this Agreement.
This Agreement shall be binding on the undersigned and the respective
successors, heirs, personal representatives and assigns of the undersigned.
This agreement shall lapse and become null and void if the initial public
offering of the SAILS shall not have occurred on or before October 1, 1997.
Very truly yours,
/s/ James R. Elsesser
------------------------
James R. Elsesser
c/o Interstate Bakeries Corporation
12 East Armour Boulevard
Kansas City, Missouri 64111
