UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 22, 1995
INTERSTATE BAKERIES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-11165 43-1470322
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(Commission File Number) (IRS Employer Identification No.)
12 East Armour Boulevard, Kansas City, Missouri 64111
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (816) 561-6600
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On July 22, 1995, Interstate Bakeries Corporation (the
"Company") acquired from Ralston Purina Company ("RPC") RPC's
indirect wholly-owned subsidiary, Continental Baking Company
("CBC") for a purchase price of $220,000,000 in cash and 16,923,077
shares of common stock of the Company, pursuant to the terms of the
Purchase and Sale Agreement dated April 12, 1995 (the "Purchase
Agreement"). A copy of the Purchase Agreement is filed as
Appendix B to the Proxy Statement which was mailed to the Company's
stockholders on June 22, 1995 (the "Proxy Statement"). On July 24,
1995, CBC was merged with and into Interstate Brands Corporation,
a wholly-owned subsidiary of IBC ("Brands").
The manner of the acquisition, the nature and amount of
the consideration given, the principle followed in determining the
amount of the consideration, the source of funds, and the nature of
the business acquired are set forth in the Proxy Statement.
RELATED REGULATORY MATTER. On Thursday, July 20, 1995,
the Company, CBC and the Antitrust Division of the Department of
Justice signed, and filed with the United States District Court for
the Northern District of Illinois, stipulations for Final Judgment
and for holding separate certain assets following the closing of
the acquisition of CBC. The Final Judgment contemplates the
divestiture of one white pan bread label of the combined Brands/CBC
entity in certain counties in southern California, eastern
Wisconsin, central Illinois and the Chicago area. The hold
separate stipulation contemplates that the combined Brands/CBC
entity, after closing, will operate separately certain parts of the
combined businesses in these areas. The hold separate stipulation
was signed and ordered by the court. The Final Judgment will be
published in the Federal Register and is not expected to be
considered by the Court until after expiration of a sixty-day
public comment period.
A copy of the press release issued by the Company
announcing the transaction is filed herewith as Exhibit 1.
Exhibit 1 is incorporated herein by this reference. A copy of the
Proxy Statement is incorporated herein by reference as Exhibit 2.
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Item 5. Other Events.
Pursuant to the terms of the Shareholder Agreement
entered into by the Company and RPC on July 22, 1995 (the
"Shareholder Agreement"), Mr. William P. Stiritz, Chairman of the
Board, President and Chief Executive Officer of RPC and James R.
Elsesser, Vice President and Chief Financial Officer of RPC were
appointed to the Board of the Company effective July 22, 1995,
bringing the number of Directors on the Board to nine. Mr. Stiritz
was appointed as a Class I Director to serve until 1997 and
Mr. Elsesser was appointed as a Class III Director to serve until
1996. The Company has agreed to nominate Mr. Elsesser or his
successor to an additional two-year term in 1996. A copy of the
Shareholder Agreement is filed with the Proxy Statement.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Description
1 Press release, dated July 21, 1995,
issued by Interstate Bakeries
Corporation.
2 Proxy Statement, dated June 20, 1995.*
* Previously filed with the Securities and Exchange Commission
on June 22, 1995.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
INTERSTATE BAKERIES CORPORATION
By: /s/ Charles A. Sullivan
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Charles A. Sullivan
Chairman of the Board and
Chief Executive Officer
Date: July 26, 1995
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EXHIBIT INDEX
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Exhibit Description Page
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1 Press release, dated July 21, 1995,
issued by Interstate Bakeries Corporation
2 Proxy Statement, dated June 20, 1995*
* Previously filed with the Securities and Exchange Commission
on June 22, 1995.
EXHIBIT 1
NEWS RELEASE
KANSAS CITY, MISSOURI - JULY 21, 1995
Shareholders of Interstate Bakeries Corporation (the
"Company") (NYSE-IBC) at a Special Meeting today held in Kansas
City, Missouri approved a series of amendments leading to the
acquisition of Continental Baking Company. The actions taken
included:
1. An amendment to increase the number of authorized
shares of the Company from 41,000,000 to
61,000,000, consisting of 60,000,000 shares of
Common Stock, par value $.01 per share, and
1,000,000 shares of Preferred Stock, par value $.01
per share.
2. The purchase by the Company of all the outstanding
stock of Continental Baking Company, an indirect
wholly-owned subsidiary of Ralston Purina Company,
for $220,000,000 in cash and the issuance of
16,923,077 shares of Common Stock of the Company.
3. An amendment of the Company's 1991 Stock Option
Plan to increase the number of shares of Common
Stock of the Company reserved for issuance up;on
the exercise of options thereunder from 2,031,534
to 4,000,000.
Commenting on the purchase of Continental Baking Company,
Charles A. Sullivan, Chairman and Chief Executive Officer,
indicated that the shareholder approval, coupled with recent
regulatory clearance, should result in a quick closing of this
transaction. The Department of Justice announced Thursday that it
had reached an agreement with the Company on the purchase of
Continental Baking Company. The Company will be required to sell
one brand of premium white bread, establishing viable competition,
in each of five specific markets: Los Angeles, San Diego, Chicago,
Milwaukee and Central Illinois. Interstate's popular brands in
these markets include Weber's in Southern California; and in the
Midwest, Butternut, Mrs. Karl's and Sunbeam. Continental's brand
of premium white bread is Wonder.
Mr. Sullivan, commenting on the agreement, said "We don't
agree with the Justice Departments' position on all fronts, but
decided it was better to bring this to a conclusion and avoid
prolonged litigation. It was in the best interest of both
Interstate and Continental." The combined companies have sales of
$3 billion. Mr. Sullivan indicated the divestiture covered by the
agreement would represent less than 5 percent of total combined
sales for the two companies.
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Interstate Bakeries Corporation, through its operating
subsidiary, Interstate Brands Corporation, is the nation's largest
independent wholesale baking company with 30 bread and cake
bakeries located in strategic markets from coast-to-coast. The
Company is headquartered in Kansas City, Missouri.
For information on the Company, please contact:
R.S. Sutton
Vice President, General Counsel and
Corporate Secretary
Interstate Bakeries Corporation
12 East Armour Boulevard
Kansas City, MO 64111
