SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 13)
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, Senior Vice President, Law 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 1, 2000
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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).
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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 27,795,134 (See Item 5 of Schedule 13D)
by Each Reporting --------------------------------------------------
Person With
8. SHARED VOTING POWER
-0-
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9. SOLE DISPOSITIVE POWER
27,795,134 (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
(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)
43.9%
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14. TYPE OF REPORTING PERSON
CO
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tower Holding Company, Inc.
IRS Identification No. 43-1440199.
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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 (See Item 5 of Schedule
By Each Reporting 13D)
Person With -----------------------------------
8. SHARED VOTING POWER
0
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9. SOLE DISPOSITIVE POWER
(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
27,795,134 (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)
43.9%
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14. TYPE OF REPORTING PERSON
CO
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<PAGE>
RALSTON PURINA COMPANY AND TOWER HOLDING COMPANY, INC.
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 is hereby amended, in pertinent part, by adding the following:
This Amendment No. 13 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; Amendment No. 11 thereto, which was filed on August 6,
1998; and Amendment No. 12 thereto, which was filed on June 11, 1999. 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 2. Identity and Background.
--------------------------
Item 2 is hereby amended, in pertinent part, by adding the following:
Shares of the Issuer formerly held by VCS Holding Company, a wholly owned
subsidiary of Ralston, were transferred on March 3, 2000, to Tower Holding
Company, Inc. ("Tower"), a Delaware corporation and wholly owned subsidiary of
Ralston.
Item 3. Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended, in pertinent part, by adding the following:
Mr. Stiritz, Chief Executive Officer and President, Agribrands
International, Inc. and Chairman of the Board, Ralston, and Mr. Stiritz's spouse
purchased shares of Common Stock of the Issuer in transactions described in Item
5.
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Item 4. Purpose of Transaction
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Item 4 is hereby amended, in pertinent part, by adding the following:
Mr. Stiritz acquired beneficial ownership of 307,000 shares of Common Stock
of the Issuer for investment purposes.
Item 5. Interest in Securities of the Issuer.
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Item 5 is hereby amended, in pertinent part, by adding the following:
On July 24, 2000, Ralston, Tower and Issuer entered into a Share Purchase
Agreement whereby Tower agreed to sell to Issuer an aggregate of 15,498,000
shares of Common Stock by September 1, 2000. On August 1, 2000, pursuant to the
Share Purchase Agreement, Issuer purchased 2,551,020 shares of Common Stock at a
price of $15.68 per share.
Item 5 is further amended, in pertinent part, by adding the following:
William P. Stiritz, Chairman of the Board, beneficially owns 1,124,600
shares of the outstanding Common Stock of the Issuer. He has sole power to vote
or direct the voting and to dispose or direct the disposition with respect to
947,600 shares. Mr. Stiritz shares with his wife the power to vote or direct
the vote and to dispose or direct the disposition of 147,000 of such shares and
shares with his son the power to vote or direct the vote and to dispose or
direct the disposition of 30,000 of such shares. The total of 1,124,600 shares
beneficially owned by Mr. Stiritz are derived from the shares of Common Stock
previously owned by Mr. Stiritz and from shares beneficially owned as a result
of the transactions set forth below:
Shares purchased by a trust of which Mr. Stiritz is grantor and sole trustee, in
open market transactions through a margin account:
100,000 shares acquired at a price of $14.00 on June 21, 2000;
197,000 shares acquired at a price of $14.00 on June 22, 2000; and
3,000 shares acquired at a price of $13.9375 on June 22, 2000.
Shares purchased by Mrs. Stiritz in open market transactions through a margin
account:
5,000 shares acquired at a price of $14.00 on June 23, 2000; and
2,000 shares acquired at a price of $13.875 on June 23, 2000.
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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
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to Securities of the Issuer.
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Item 6 is hereby amended, in pertinent part, by adding the following:
On July 24, 2000, Ralston, Tower and the Issuer executed an amendment to
the Shareholder Agreement, first entered into in July 1995, to provide that
Ralston and Tower would sell to Issuer a total of 15,498,000 shares of Issuer's
common stock by September 1, 2000. The terms and conditions of such sale were
set forth in the Share Purchase Agreement executed by the parties on July 24,
2000. In addition, the Shareholder Agreement was amended to eliminate a
provision, added in an amendment dated March 30, 2000, pursuant to which Ralston
had agreed with Issuer that it would distribute shares of Issuer's common stock
to the holders of Ralston's 7% Exchangeable Notes Due August 1, 2000. The
foregoing descriptions of the Share Purchase Agreement and the amendments to the
Shareholder 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. 13 to the Schedule 13D.
Item 7. Materials to be Filed as Exhibits.
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Exhibit 99: Amendment #2 to the Shareholder Agreement and Amendment to
the Supplement to Shareholder Agreement, dated July 24, 2000, by and among
Issuer, Ralston and Tower.
Exhibit 99.1: Share Purchase Agreement, dated July 24, 2000, by and
among Issuer, Ralston and Tower.
Exhibit 99.2: Amendment to Shareholder Agreement, dated March 30, 2000,
by and among Issuer, Ralston and Tower.
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 andTower.
Dated: August 4, 2000
RALSTON PURINA COMPANY
/s/ James M. Neville
Name: James M. Neville
Title: Senior Vice President, Law
and Assistant Secretary
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TOWER HOLDING COMPANY, INC.
/s/ Nancy E. Hamilton
Name: Nancy E. Hamilton
Title: Vice President & Secretary
<PAGE>
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 August 4, 2000. It will be updated when amendments to this
Schedule 13D are filed.
EXECUTIVE OFFICERS
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T. E. Block: (a) see above; (b) Chief Operating Officer, North American Pet
Foods, Ralston; (c) none.
J. R. Elsesser: (a) see above; (b) Vice President, Chief Financial Officer and
Treasurer, Ralston; (c) 49,100.
F. W. Krum: (a) see above; (b) Chairman, Pet Products International, Ralston;
(c) none.
W. P. McGinnis: (a) see above; (b) Chief Executive Officer and President,
Ralston; (c) none.
J. M. Neville: (a) see above; (b) Senior Vice President, Law and Assistant
Secretary, Ralston; (c) none.
S. M. Rea: (a) see above; (b) Vice President and General Counsel, Ralston; (c)
none.
W. H. Sackett: (a) see above; (b) Chief Administrative Officer, Pet Products
Group, Ralston; (c) none.
R. C. Watt: (a) see above; (b) President, Golden Products Division, Ralston;
(c) none.
A. M. Wray: (a) see above; (b) Vice President and Controller, Ralston; (c)
none.
APPENDIX I continued
N. E. Hamilton (a) see above; (b) Vice President, Secretary and Senior Counsel,
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, 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, 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, Kennelwood Village, Inc.; (c)
none.
William H. Danforth: (a) Campus Box 1044, 7425 Forsyth Boulevard, Suite 262,
Clayton, Missouri 63105; (b) Chancellor Emeritus & Vice Chairman of the Board,
Washington University; (c) none.
David C. Farrell: (a) 611 Olive Street, St. Louis, Missouri 63101; (b) Former
Chairman of the Board and Chief Executive Officer, The May Department Stores
Company; (c) none.
M. Darrell Ingram: (a) 44 Tiburon Drive, Austin, Texas 78738; (b) Chairman of
the Board, 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, GenAmerica Corporation ; (c)
none
John F. McDonnell: (a) 1034 South Brentwood Blvd., Suite 1840, St. Louis,
Missouri 63117-1218; (b) Chairman, Board of Trustees, Washington University; and
former Chairman of the Board and Chief Executive Officer, McDonnell Douglas
Corporation; (c) none.
W. P. McGinnis: (a) see above; (b) Chief Executive Officer and President,
Ralston;
(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) 9811 South Forty Drive, St. Louis, MO 63124; (b) Chief
Executive Officer and President, Agribrands International, Inc.(c) See Item 5.
APPENDIX I continued
Ronald L. Thompson: (a) 513 Napoleon Road, Bowling Green, OH 43402-4822; (b)
Chairman, President and Chief Executive Officer, Midwest Stamping and
Manufacturing Company; (c) none.
TOWER HOLDING COMPANY, INC.
Set forth below with respect to each director and executive officer of Tower
Holding Company, Inc. ("Tower") 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 Tower) 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 4, 2000. It will be updated when amendment to this
Schedule 13D are filed.
EXECUTIVE OFFICERS
J. R. Elsesser, President: (a) see above; (b) Vice President, Chief Financial
Officer and Treasurer, Ralston; (c) 49,100.
P. C. Fulweiler, Vice President: (a) 222 Delaware Avenue, 17th Floor,
Wilmington, Delaware19801; (b) Vice President and Department Manager, Corporate
Financial Services, PNC Bank; (c) none.
N. E. Hamilton, Vice President and Secretary: (a) see above; (b) Vice
President, Secretary and Senior Counsel, Ralston; (c) none.
E. S. Wells, Treasurer: (a) see above; (b) Vice President and Assistant
Treasurer, Ralston;
(c) none.
DIRECTORS
J. R. Elsesser: (a) see above; (b) Vice President, Chief Financial Officer and
Treasurer, Ralston; (c) 49,100.
P. C. Fulweiler: (a) 222 Delaware Avenue, 17th Floor, Wilmington, Delaware
19801; (b) Vice President and Department Manager, Corporate Financial Services,
PNC Bank: (c) none.
E. S. Wells: (a) see above; (b) Vice President and Assistant Treasurer, Ralston
Purina Company; (c) none.
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