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): February 9, 2000
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Interstate Bakeries Corporation
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(Exact name of registrant as specified in its charter)
DELAWARE 1-11165 43-1470322
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(State or other (Commision File (I.R.S. Employer
jurisdication of Number) Identification
incorporation or Number)
organization)
12 East Armour Boulevard
Kansas City, Missouri
(816) 502-4000
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(Address and Telephone Number of Registrant's Principal
Executive Office)
<PAGE>
Item 5. Other Events
On February 9, 2000, the Board of Directors of Interstate
Bakeries Corporation (IBC) announced that IBC will redeem all
Preferred Stock Purchase Rights which are outstanding on its common
stock pursuant to the Rights Agreement approved by the Board on
September 21, 1999. These Rights will be redeemed at $.001 per Right,
payable in cash to all shareholders of IBC common stock as of
February 15, 2000. The pay date for the Rights redemption will be on
or around February 25, 2000.
The redemption of the Rights was not taken in response to
any anticipated transaction involving IBC. Since the adoption of
the Rights Agreement, IBC has been engaged in an ongoing
dispute with the Ralston Purina Company over the impact of the
Rights on Ralston under existing agreements between Ralston
and IBC.
IBC acquired Continental Baking Company from Ralston in
1995, and entered a Shareholder Agreement with Ralston at that time.
The Shareholder Agreement requires Ralston to reduce its holdings
of IBC common stock to less than 15% by August 15, 2000, and also
contains certain transfer restrictions applicable to Ralston.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits
99.1 Press Release dated February 9, 2000.
99.2 Notice of Redemption of Preferred Stock
Purchase Rights dated February 14, 2000.
<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, thereto duly authorized.
INTERSTATE BAKERIES CORPORATION
Dated: February 14, 2000 By: /s/ Ray Sandy Sutton
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Vice President, Secretary
and General Counsel
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated February 9, 2000.
99.2 Notice of Redemption of Preferred Stock Purchase
Rights, dated February 14, 2000
News Release
Kansas City, Missouri
February 9, 2000
The Board of Directors of Interstate Bakeries Corporation (NYSE:IBC)
today announced that IBC will redeem all Preferred Stock Purchase Rights
which had been outstanding on its common stock. The Rights will be
redeemed at $.001 per Right, payable in cash to holders of record of IBC
common stock as of February 15, 2000.
Charles A. Sullivan, Chief Executive Officer of Interstate Bakeries
Corporation, stated: "Since the adoption of the Shareholder Rights
Plan last September, IBC has been engaged in an ongoing dispute with
Ralston Purina Company over the impact of the Rights on Ralston under
existing agreements between Ralston and IBC. In order to put this
matter behind us, we thought it best to redeem these Rights."
Mr. Sullivan added, "This action was not taken in response to any
anticipated transaction involving IBC."
IBC acquired Continental Baking Company from Ralston in 1995, and
entered a Shareholder Agreement with Ralston at that time. The
Shareholder Agreement requires Ralston to reduce its holdings of IBC
common stock to less than 15% by August 15, 2000, and also contains
certain transfer restrictions applicable to Ralston.
Interstate Bakeries Corporation is the nation's largest wholesale
baking company with 67 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:
Ray Sandy Sutton, Vice President, Secretary & General Counsel
Frank W. Coffey, Senior Vice President & Chief Financial Officer
Interstate Bakeries Corporation
12 East Armour Boulevard
Kansas City, Missouri 64111
(816) 502-4000
February 14, 2000
NOTICE OF REDEMPTION
OF PREFERRED STOCK PURCHASE RIGHTS
Dear Shareholder:
On February 9, 2000, the Board of Directors of
Interstate Bakeries Corporation ("IBC") announced that IBC
will redeem all Preferred Stock Purchase Rights (the
"Rights") which are outstanding on its common stock pursuant
to the Rights Agreement approved by the Board on September
21, 1999 (the "Rights Agreement"). The Rights will be
redeemed at $.001 per Right, payable in cash to all
shareholders of IBC common stock as of February 15, 2000.
Shortly, you will receive a check in an amount
equal to the number of shares of IBC common stock held by
you as of February 15, 2000, multiplied by $.001. IBC
expects to begin sending checks on or around February 25,
2000.
The redemption of the Rights was not taken in
response to any anticipated transaction involving IBC.
Since the adoption of the Rights Agreement, IBC has been
engaged in an ongoing dispute with the Ralston Purina
Company over the impact of the Rights on Ralston under
existing agreements between Ralston and IBC. In order to
put that disagreement behind us, the Board thought it in the
best interests of all shareholders to redeem the Rights.
As you may know, IBC acquired Continental Baking
Company from Ralston in 1995, and entered a Shareholder
Agreement with Ralston at that time. The Shareholder
Agreement requires Ralston to reduce its holdings of IBC
common stock to less than 15% by August 15, 2000, and also
contains certain transfer restrictions applicable to
Ralston.
Should you have any questions regarding the
redemption of the Rights, please contact Ray Sandy Sutton,
Vice President, Secretary & General Counsel or Frank W.
Coffey, Senior Vice President & Chief Financial Officer at
816/502-4000.
Sincerely,
/s/ Charles A. Sullivan
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Charles A. Sullivan
Chairman of the Board and Chief Executive
Officer
