<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Interstate Bakeries Corporation
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 43-1470322
(STATE OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
12 EAST ARMOUR BOULEVARD
KANSAS CITY, MISSOURI 64111
(816) 502-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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RAY SANDY SUTTON, ESQ.
VICE PRESIDENT, CORPORATE SECRETARY AND GENERAL COUNSEL
12 EAST ARMOUR BOULEVARD
KANSAS CITY, MISSOURI 64111
(816) 502-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
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Copies to:
JOHN P. DENNEEN, MICHAEL G. CAMERON, ESQ. RAYMOND W. WAGNER,
ESQ. SHOOK, HARDY & BACON L.L.P. ESQ.
BRYAN CAVE LLP ONE KANSAS CITY PLACE SIMPSON THACHER &
ONE METROPOLITAN 1200 MAIN STREET BARTLETT
SQUARE KANSAS CITY, MISSOURI 425 LEXINGTON AVENUE
211 NORTH BROADWAY 64105-2118 NEW YORK, NEW YORK
ST. LOUIS, MISSOURI (816) 474-6550 10017
63102 (212) 455-2568
(314) 259-2265
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] Registration No.
333-27961
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE REGISTRATION FEE(1)
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<S> <C> <C>
Common Stock, $.01 par value $79,953,687.50 $24,228.39
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</TABLE>
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(1) Calculated pursuant to Rule 457(o) of the Securities Act based on 1/33 of
1% of $79,953,687.50.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
THIS REGISTRATION STATEMENT IS BEING FILED TO REGISTER $79,953,687.50 OF
COMMON STOCK OF INTERSTATE BAKERIES CORPORATION, A DELAWARE CORPORATION (THE
"REGISTRANT"), PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THE INFORMATION IN THE REGISTRANT'S EARLIER EFFECTIVE REGISTRATION
STATEMENT (REGISTRATION NO. 333-27961) IS INCORPORATED HEREIN BY REFERENCE.
The required opinions and consents are listed on the Exhibit Index attached
hereto and filed herewith.
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<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE ACT, THE COMPANY CERTIFIES THAT IT HAS
REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS FOR FILING
ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
KANSAS CITY, STATE OF MISSOURI, ON JULY 23, 1997.
Interstate Bakeries Corporation
/s/ Charles A. Sullivan
By: _________________________________
Name: Charles A. Sullivan
Title: Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints Ray Sandy Sutton his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for
them and in their name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON
THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Charles A. Sullivan Chairman of the Board, July 23, 1997
____________________________________ Chief Executive Officer and
Charles A. Sullivan Director (Principal
Executive Officer)
/s/ G. Kenneth Baum Director July 23, 1997
____________________________________
G. Kenneth Baum
/s/ Leo Benatar Director July 23, 1997
____________________________________
Leo Benatar
/s/ E. Garrett Bewkes, Jr. Director July 23, 1997
____________________________________
E. Garrett Bewkes, Jr.
/s/ Philip Briggs Director July 23, 1997
____________________________________
Philip Briggs
/s/ Robert B. Calhoun, Jr. Director July 23, 1997
____________________________________
Robert B. Calhoun, Jr.
/s/ Frank E. Horton Director July 23, 1997
____________________________________
Frank E. Horton
</TABLE>
II-1
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
Director
____________________________________
William P. Stiritz
/s/ James R. Elsesser Director July 23, 1997
____________________________________
James R. Elsesser
/s/ Paul E. Yarick Vice President and Treasurer July 23, 1997
____________________________________ (Principal Financial
Paul E. Yarick Officer)
/s/ John F. McKenny Vice President and Corporate July 23, 1997
____________________________________ Controller (Principal
John F. McKenny Accounting Officer)
</TABLE>
II-2
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT PAGE
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<C> <S> <C>
5.1 Opinion of Shook, Hardy & Bacon L.L.P.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Shook, Hardy & Bacon L.L.P. (included in Exhibit
5.1). n/a
24.1 Power of Attorney (included on signature pages hereto). n/a
99.1 Form of Letter Agreement dated July 22, 1997 between Interstate
Bakeries Corporation and Ralston Purina Company.
</TABLE>
II-3
<PAGE>
[LETTERHEAD OF SHOOK, HARDY & BACON L.L.P.]
July 23, 1997
Exhibit 5.1
Interstate Bakeries Corporation
12 East Armour Boulevard
Kansas City, MO 64111
Gentlemen:
We have acted as counsel to Interstate Bakeries Corporation, a
Delaware corporation (the "Company"), in connection with the preparation of the
registration statement (the "Registration Statement") on Form S-3 under the
Securities Act of 1933, as amended (the "Act"), with respect to the registration
of the shares of common stock, par value $.01 per share (the "Shares"), that are
exchangeable at the option of Ralston Purina Company, a Missouri corporation,
upon the maturity of the Exchangeable Notes due 2000 offered by Ralston pursuant
to Ralston's registration statement on Form S-3 under the Act.
For purposes of this opinion, we have examined and are familiar with
originals (or copies certified or otherwise identified to our satisfaction as
being true reproductions of originals) of (i) the Registration Statement; (ii)
the Company's Certificate of Incorporation, as amended; (iii) the Bylaws of the
Company, as amended; and (iv) such other documents, corporate records and
instruments as we have considered necessary or appropriate for purposes of this
opinion.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies. As to any facts material to this
opinion which we did not independently establish or verify, we have relied upon
oral or written statements and representations of officers and other
representatives of the Company and others.
Based on and subject to the foregoing and the qualifications and
limitations set forth below, we are of the opinion that the Shares have been
duly authorized by the Company and are legally issued, fully paid and
nonassessable.
We express no opinion as to the laws of any jurisdiction other than
the General Corporation Law of the State of Delaware. The opinion set forth in
this letter is effective as of the date hereof. No expansion of our opinion may
be made by implication or otherwise. We express no opinions other than as herein
expressly set forth.
<PAGE>
Interstate Bakeries Corporation Shook, Hardy & Bacon L.L.P.
July 23, 1997
Page 2
We hereby consent to the reference to the undersigned under the
heading "Legal Matters" in the Prospectus included in the Registration
Statement, and in all amendments thereto, and to the filing of this opinion by
the Company as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Shook, Hardy & Bacon L.L.P.
SHOOK, HARDY & BACON L.L.P.
<PAGE>
Exhibit 23.1
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Interstate Bakeries Corporation on Form S-3 filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, of our report dated July 19, 1996,
incorporated by reference in the Annual Report on Form 10-K of Interstate
Bakeries Corporation for the year ended June 1, 1996 and incorporated by
reference into Registration Statement No. 333-27961.
We also consent to the reference to Deloitte & Touche LLP under the heading
"Experts" in the Prospectus, which is part of Registration Statement No.
333-27961 which is incorporated by reference herein.
/s/ Deloitte & Touche LLP
Kansas City, Missouri
July 23, 1997
<PAGE>
[LETTERHEAD OF INTERSTATE BAKERIES CORPORATION]
Exhibit 99.1
July 22, 1997
Mr. James R. Elsesser
Vice President and Chief Financial Officer
Ralston Purina Company
Checkerboard Square - 15T
St. Louis, MO 63164
Dear Jim:
This letter is being sent to you to confirm our mutual agreement with
respect to the sale by Ralston Purina Company ("Ralston") of additional Stock
Appreciation Income Linked Securities ("SAILS"), which may be exchangeable at
maturity, at Ralston's option, for a number of shares of IBC Common Stock or
cash with an equivalent value. Ralston has registered the offering of the
SAILS pursuant to its Form S-3 Registration Statement No. 333-29759, filed May
29, 1997, and Interstate Bakeries Corporation ("IBC") has registered the
underlying shares of IBC Common Stock for which the SAILS may be exchanged on
its Form S-3 Registration Statement No. 333-27961, filed May 29, 1997.
Ralston has informed IBC that, pursuant to Rule 462(b) under the Securities
Act of 1933, as amended, it has elected to filed a post-effective amendment to
its registration statement in order to register additional SAILS representing
20% of the $400,000,000 maximum aggregate offering price originally registered
(the "Additional SAILS"). This letter confirms that IBC consents to the
registration and offering of the Additional SAILS and hereby waives it rights,
under Section 4.1 of the Shareholder Agreement (the "Agreement") between
Ralston, VCS Holding Company and IBC dated July 22, 1995, to acquire the shares
of IBC Common Stock which will become exchangeable for the Additional SAILS, to
the extent that such shares of IBC Common Stock are actually exchanged for the
Additional SAILS at maturity.
IBC also agrees to post-effectively amend, at its own expense, its
registration statement, in order to register the shares of IBC Common Stock
which will be exchangeable for the Additional SAILS. The offering of the SAILS,
including the offering of the Additional SAILS, shall be deemed to be the
exercise of a single Demand Registration under the Agreement. The side letters
dated June 19, 1997 and July 3, 1997 regarding the payment of fees, costs and
expenses of the SAILS shall be deemed to apply to the Additional SAILS,
provided, however, that Ralston agrees to pay the SEC filing fees with respect
to both the Additional SAILS and the IBC Common Stock subject to the Additional
SAILS.
<PAGE>
Mr. James R. Elsesser
July 22, 1997
Page 2
If the foregoing is acceptable to you, please indicate by signing two of
the originals of each of this letter where indicated and returning them to us.
INTERSTATE BAKERIES CORPORATION
By: /s/ Ray Sandy Sutton
---------------------------------
Ray Sandy Sutton
Vice President
RALSTON PURINA COMPANY
By: /s/ James R. Elsesser
------------------------------------------
James R. Elsesser
Vice President and Chief Financial Officer
cc: James M. Neville, Esq.
General Counsel
Ralston Purina Company
Checkerboard Square
St. Louis, MO 63102
Paul E. Yarick
Vice President and Treasurer
Interstate Bakeries Corporation
12 East Armour Boulevard
Kansas City, MO 64111
