SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 7)
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, 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)
October 13, 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
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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
- -----------------------------------------
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 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
[ ].
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.49%
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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
- -
- -----------------------------------------
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)
[ ].
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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 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)
43.49%
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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
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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. 7 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; Amendment No. 5 thereto, which
was filed on November 7, 1996; and Amendment No. 6 thereto, which was filed on
August 8, 1997. 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 5. Interest in Securities of the Issuer.
-----------------------------------------
Item 5 of Schedule 13 D is amended, in pertinent part, as follows:
William P. Stiritz, Chairman of the Board of Ralston, beneficially owns 22,250
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
22,250 of such shares.
On October 3, 1997, in an open market transaction, Mr. Stiritz sold 420,000
shares of the outstanding Common Stock of the Issuer he beneficially owned and
130,000 shares of Common Stock of the Issuer he beneficially owned with his
wife, Susan Stiritz, at a sale price of $71.00 per share.
On October 6, 1997, in an open market transaction, Mr. Stiritz sold the
remaining 12,800 shares of the outstanding Common Stock of the Issuer of which
he was beneficial owner with his wife, Susan Stiritz, at a sale price of
$71.93 per share.
On October 6, 1997, Mr. Stiritz made a cashless exercise of an option to
purchase 10,000 shares of the outstanding Common Stock of the Issuer, at
$37.00 per share, pursuant to an Award Notice and Non-Qualified Stock Option
Agreement dated September 24, 1996. The net number of shares Mr. Stiritz
received pursuant to the cashless exercise were immediately sold to the Issuer
at a price of $72.75 per share.
<PAGE>
James R. Elsesser, Vice President and Chief Financial Officer of Ralston,
beneficially owns 24,550 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. Elsesser owns 20,000 of such shares in connection with
non-qualified stock options under which he has no power to vote or direct the
vote at this time.
On September 23, 1997, the Issuer granted to Mr. Elsesser a non-qualified
stock option to purchase 10,000 shares of the Issuer at an exercise price of
$67.8125 per share. The option is immediately exercisable and, upon such
exercise, Mr. Elsesser will have sole power to vote or direct the vote of such
shares.
J. Patrick Mulcahy, co-Chief Executive Officer and co-President of Ralston,
beneficially owns with his children, Elizabeth Mulcahy and Michael P. Mulcahy,
4,000 shares of the outstanding Common Stock of the Issuer and shares with
them the power to vote or direct the vote and to dispose or direct the
disposition of such shares. On September 25, 1997, in an open market
transaction, Mr. Mulcahy and his children, Elizabeth Mulcahy and Michael P.
Mulcahy, sold 6,000 shares of the outstanding Common Stock of the Issuer at a
sale price of $67.8125 per share.
John H. Biggs, a Director of Ralston, owns 3,000 shares of the outstanding
Common Stock of the Issuer with the sole power to vote or direct the vote and
sole power to dispose or direct the disposition of such shares. On August 28,
1997, Mr. Biggs donated 2,000 shares of the outstanding Common Stock of the
Issuer to a charitable trust which sold the shares on that date.
James M. Neville, Vice President and General Counsel of Ralston, no longer
owns shares of the outstanding Common Stock of the Issuer. On October 2,
1997, in an open market transaction, Mr. Neville sold 500 shares of the
outstanding Common Stock of the Issuer at a sale price of $72.6250 per share.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
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to Securities of the Issuer.
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Item 6 of Schedule 13D is amended, in pertinent part, by adding the
following:
Effective September 23, 1997, Issuer granted a non-qualified stock option to
James R. Elsesser in connection with his service as a non-employee director of
the Issuer. The terms of the grant are described in Item 5. Mr. Elsesser has
not executed an option contract in connection with the grant as of the date of
this filing.
<PAGE>
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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: October 13, 1997
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 October 13, 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) 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) co-Chief Executive Officer and
co-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) co-Chief Executive Officer and co-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) see Item 5.
W. P. Stiritz: (a) 10401 Clayton Rd., Suite 101, St. Louis, MO 63131; (b)
Chairman of the Board 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
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David R. Banks: (a) 5111 Rogers Avenue, Suite 40A, Ft. Smith, Arkansas 92919;
(b) Chairman, President and Chief Executive Officer of Beverly Enterprises,
Inc.; (c) none.
John H. Biggs: (a) 730 Third Avenue, New York, New York 10017; (b) Chairman
and Chief Executive Officer of TIAA-CREF; (c) see Item 5.
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) 1034 South Brentwood Blvd., Suite 1840, St. Louis,
Missouri 63117-1218; (b) Former Chairman of the Board and Chief Executive
Officer 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) 10401 Clayton Rd., Suite 101, St. Louis, MO 63131; (b)
Chairman of the Board of Ralston; (c) see Item 5.
APPENDIX I continued
W. P. McGinnis: (a) see above; (b) co-Chief Executive Officer and
co-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) co-Chief Executive Officer and co-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 October 13, 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) 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) co-Chief Executive Officer
and co-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) see Item 5.
APPENDIX I continued
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.
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