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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 24, 2000
INTERSTATE BAKERIES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-11165 43-1470322
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification
incorporation or Number)
organization)
12 EAST ARMOUR BOULEVARD, KANSAS CITY, MISSOURI 64111
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code: (816) 502-4000
NOT APPLICABLE
Former Name or Former Address if Changed Since Last Report
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ITEM 5. OTHER EVENTS
On July 24, 2000, the Board of Directors of Interstate Bakeries
Corporation ("IBC") announced an agreement to purchase from Ralston Purina
Company ("RPC") 15,498,000 shares of IBC's common stock currently owned by an
affiliate RPC. The transaction, scheduled to be completed no later than
September 1, 2000, will reduce RPC's holdings to 29.5% of IBC's then outstanding
shares. The price per share payable by IBC for shares purchased on August 1,
2000 will be the average closing price per share of IBC trading regular way on
the New York Stock Exchange for the most recent 20 consecutive trading days
ending on and including July 31, 2000 and the price per share payable by IBC for
shares purchased on September 1, 2000 will be the average closing price per
share of IBC trading regular way on the New York Stock Exchange for the most
recent 20 consecutive trading days ending on and including July 31, 2000 plus
interest from August 1, 2000.
IBC also announced that it has amended the Shareholder Agreement with RPC
and an RPC affiliate. Among other provisions, under the amended Agreement, the
provision requiring that RPC reduce its ownership to no more than 20% of IBC's
common stock by September 30, 2000, has been eliminated. RPC and its affiliate
are required to reduce their ownership to 15% by August 1, 2004 and to 10% by
August 1, 2005. IBC has the right of first offer on disposal of any IBC stock
owned by RPC and its affiliate.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
10.1 Share Purchase Agreement dated as of July 24, 2000 by and
among Interstate Bakeries Corporation, Ralston Purina Company,
and Tower Holding Company, Inc., a wholly owned subsidiary of
Ralston Purina Company.
10.2 Amendment #2 to the Shareholder Agreement and Amendment to the
Supplement to Shareholder Agreement dated as of July 24, 2000 by and
among Interstate Bakeries Corporation, Ralston Purina Company, and
Tower Holding Company, Inc., a wholly owned subsidiary of Ralston
Purina Company.
99.1 Press Release dated July 24, 2000.
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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, thereto duly authorized.
INTERSTATE BAKERIES CORPORATION
Dated: July 25, 2000 By: /S/RAY SANDY SUTTON
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Ray Sandy Sutton
Vice President, Secretary and
General Counsel
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
10.1 Share Purchase Agreement dated as of July 24, 2000 by and
among Interstate Bakeries Corporation, Ralston Purina Company,
and Tower Holding Company, Inc., a wholly owned subsidiary of
Ralston Purina Company.
10.2 Amendment # 2 to the Shareholder Agreement and Amendment to the
Supplement to Shareholder Agreement dated as of July 24, 2000 by and
among Interstate Bakeries Corporation, Ralston Purina Company, and
Tower Holding Company, Inc., a wholly owned subsidiary of Ralston.
99.1 Press Release dated July 24, 2000
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