SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 11)
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)
August 6, 1998
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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
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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 30,346,154 (See Item 5 of Schedule 13D)
by Each Reporting
Person With ------------------------------------------------
8. SHARED VOTING POWER
-0-
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9. SOLE DISPOSITIVE POWER
30,346,154 (See Item 5 of Schedule 13D)
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10. SHARED DISPOSITIVE POWER
-0-
------------------------------------------------
<PAGE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
30,346,154 (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)
42 %
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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
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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 30,346,154 (See Item 5 of Schedule 13D)
by Each Reporting
Person With ---------------------------------------------
8. SHARED VOTING POWER
-0-
---------------------------------------------
9. SOLE DISPOSITIVE POWER
30,346,154 (See Item 5 of Schedule 13D)
---------------------------------------------
10. SHARED DISPOSITIVE POWER
-0-
----------------------------------------------
<PAGE>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
30,346,154 (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)
42 %
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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. 11 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; Amendment No. 6 thereto, which was filed on August 8,
1997; Amendment No. 7 thereto, which was filed on October 14, 1997; Amendment
No. 8 thereto, which was filed on February 10, 1998; and Amendment No. 9
thereto, which was filed on April 7, 1998; Amendment No. 10 thereto, which was
filed on April 17, 1998. 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.
------------------------
As agreed in the Shareholder Agreement, Ralston and VCS shall reduce their
ownership of the Issuer's Common Stock to no more than 14.9% of the total
outstanding shares of Issuer's Common Stock within five years of their
ownership.
Item 5. Interest in Securities of the Issuer.
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Item 5 of Schedule 13 D is amended, in pertinent part, as follows:
Ralston, through its wholly owned subsidiary, VCS, owns 30,346,154 shares
of Common Stock of the Issuer, representing 42 % of the outstanding shares of
such Common Stock as of August 6, 1998. 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 30,346,154 shares.
On August 6, 1998, VCS, at Ralston's direction, sold 500,000 shares of
Issuer's Common Stock for $28.375 per share to Issuer.
<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: August 18, 1998
RALSTON PURINA COMPANY
/s/ Nancy E. Hamilton
Name: Nancy E. Hamilton
Title: Vice President, Secretary
and Senior Counsel
VCS HOLDING COMPANY
/s/ James M. Neville
Name: James M. Neville
Title: Vice President
<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 6, 1998. It will be updated when amendments to this
Schedule 13D are filed.
EXECUTIVE OFFICERS
------------------
J. R. Elsesser: (a) see above; (b) Vice President and Chief Financial Officer
of Ralston;
(c) 49,100.
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) none.
J. M. Neville: (a) see above; (b) Vice President, General Counsel and Assistant
Secretary of Ralston; (c) none.
A. M. Wray: (a) see above; (b) Vice President and Controller of Ralston; (c)
none.
<PAGE>
APPENDIX I continued
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 of the Board and Chief Executive Officer of Beverly Enterprises,
Inc.; (c) none.
John H. Biggs: (a) 730 Third Avenue, New York, New York 10017; (b) Chairman of
the Board, Chief Executive Officer and President of TIAA-CREF; (c) none.
Donald Danforth, Jr.: (a) Suite 330, 700 Corporate Park Drive, St. Louis,
Missouri 63105; (b) Chairman of the Board and Treasurer of Kennelwood Village,
Inc.; (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) Chairman of
the Board of Red Fox Environmental Services, Inc.; (c) none.
Richard A. Liddy: (a) 700 Market Street, St. Louis, MO 63101; (b) Chairman of
the Board, Chief Executive Officer and President 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.
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) none.
APPENDIX I continued
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) 9811 South Forty Drive, St. Louis, MO 63124; (b) Chief
Executive Officer and President Agribrands International, Inc.(c) 44,500.
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 6, 1998. 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) 49,100.
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) none.
J. M. Neville, Vice President: (a) see above; (b) Vice President, General
Counsel and Assistant Secretary of Ralston Purina Company; (c) none.
APPENDIX I continued
T. L. Grosch, Secretary: (a) see above; (b) Deputy General 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) 49,100.
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.
