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): April 12, 1995
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INTERSTATE BAKERIES CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware
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(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)
(816) 561-6600
Registrant's telephone number, including area code -------------------
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(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
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On April 12, 1995, Interstate Bakeries Corporation
("IBC") signed a definitive agreement (the "Agreement") with
Ralston Purina Company ("RPC") for IBC to acquire RPC's 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 IBC (the "IBC Shares"). The cash portion has been
reduced by $110,000,000 from the amount previously announced due to
weaker than expected operating earnings of CBC. The closing of the
sale remains subject to approval of the issuance of the IBC Shares
by the stockholders of IBC and the obtaining of various regulatory
clearances. The transaction is expected to close during the summer
of 1995.
A copy of the press release jointly issued by IBC and
RPC announcing the signing of the Agreement is filed herewith as
Exhibit 1. The Exhibit is incorporated herein by this reference.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
Exhibit Description
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1 Press release, dated April 12, 1995,
jointly issued by Interstate Bakeries
Corporation and Ralston Purina Company.
<PAGE>
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: April 14, 1995
<PAGE>
EXHIBIT INDEX
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Exhibit Description Page
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1 Press release, dated April 12, 1995,
jointly issued by Interstate Bakeries
Corporation and Ralston Purina Company
RALSTON PURINA COMPANY
SAINT LOUIS, MISSOURI 63164
NEWS F r o m C h e c k e r b o a r d S q u a r e
To: Editor From: Keith M. Schopp
Ralston Purina Company
314/982-2261
Sandy Sutton
Interstate Bakeries Corp.
816/561-6600
St. Louis, Missouri, April 12, 1995 . . . Ralston Purina Company
and Interstate Bakeries Corporation today jointly announced that
they have signed a definitive agreement for the acquisition by
Interstate of Ralston's wholly-owned subsidiary, Continental Baking
Company. The agreement provides that the cash portion of the
purchase price to be paid will be $220,000,000, and that Interstate
will issue 16,923,000 shares of its common stock to Ralston as
additional payment for Continental. The cash portion has been
reduced by $110,000,000 from the amount previously announced,
reflecting weaker than expected operating earnings of Continental.
The parties also agreed to the terms of a Shareholder Agreement
which provides that by no later than five years following closing,
Ralston's holdings of Interstate common stock will be less than 15
percent of the outstanding shares. The Shareholder Agreement also
provides that Ralston will be entitled to nominate two directors to
Interstate's Board of Directors. The transaction remains subject
to regulatory clearances, and approval by shareholders of
Interstate Bakeries Corporation, and is expected to be completed by
the summer of 1995.
On January 6, 1995, Ralston and Interstate announced the signing of
a letter of intent for Interstate to acquire Continental.
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