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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended June 3, 1995
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 1-11165
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INTERSTATE BAKERIES CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 43-1470322
-------------------------------- --------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
12 East Armour Boulevard, Kansas City, Missouri 64111
- ----------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (816) 561-6600
--------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock,
$.01 par value per share New York Stock Exchange
- ------------------------ ---------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share
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(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.
[ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant was $358,677,632 as of August 1, 1995. For these purposes only,
the registrant has assumed that shares of Common Stock, $.01 par value per
share, that may be deemed to be beneficially owned by certain members of the
Board of Directors constitute shares held by affiliates of the registrant.
There were 36,582,667 shares of Common Stock, $.01 par value per share,
outstanding as of August 1, 1995.
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
Part and Item Document Incorporated
of Form 10-K: By Reference
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Part II, Item 5 Annual Report*
Part II, Item 6 Annual Report*
Part II, Item 7 Annual Report*
Part II, Item 8 Annual Report*
Part III, Item 10 Proxy Statement**
Part III, Item 11 Proxy Statement**
Part III, Item 12 Proxy Statement**
Part III, Item 13 Proxy Statement**
- ------------------------------------------------------------------
* Refers to portions of Registrant's annual report to security holders
with respect to the fiscal year ended June 3, 1995.
** Refers to portions of Registrant's definitive proxy statement filed on
August 21, 1995.
PART I
Item 1. Business
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General
- -------
Interstate Bakeries Corporation (the "Company") was organized in 1987 as
a Delaware corporation under the name IBC Holdings Corp. and through its
wholly-owned operating subsidiary, Interstate Brands Corporation, is now the
largest baker and distributor of fresh bakery products in the United States.
The Company or its predecessors have baked and distributed fresh bread and
cake products since 1927. The Company has grown to its present size primarily
through acquisitions of other bakery businesses. In its 1988 fiscal year, the
Company underwent a change in control through a leveraged buyout transaction
and acquired 10 bakeries in the Southeastern United States. On July 22, 1995,
the Company acquired Continental Baking Company ("CBC") from Ralston Purina
Company for $220,000,000 in cash and 16,923,077 shares of the Company's Common
Stock. On July 24, 1995, CBC was merged with and into the Company's wholly-
owned subsidiary, Interstate Brands Corporation ("Brands").
The Company, including CBC, operates 66 bakeries throughout the United
States and employs over 35,000 people. From these geographically dispersed
bakeries, the Company's driver-salesmen deliver baked goods to more than
250,000 food outlets on more than 10,000 delivery routes. The Company's
products are distributed throughout the United States through its direct route
system and its approximately 1,400 Company-operated thrift stores, and to some
extent through distributors.
The principal executive offices of the Company are located at 12 East
Armour Boulevard, Kansas City, Missouri 64111, and the telephone number is
(816) 561-6600.
Operating Divisions
- -------------------
The recent acquisition of CBC will result in the future integration of
CBC's bread and cake operations into those of the Company's wholly-owned
subsidiary Brands. Because the acquisition of CBC was just recently
consummated, the operations of CBC are substantially separate from Brands'
Bread Division and Brands' Cake Division.
Brands' Bread Division
The principal products of Brands' Bread Division are white breads,
variety breads, "lite" breads, rolls, buns and English muffins, marketed under
well-known brand names, including "Butternut", "Cotton's Holsum", "Eddy's",
"Holsum", "Merita", "Millbrook", "Mrs. Karl's", "Sweetheart" and "Weber's".
The majority of the Bread Division's sales are generated by white breads and
variety breads, the latter consisting of whole wheat, rye and other whole
grain breads. The Bread Division is the largest licensed baker and
distributor of "Roman Meal" and "Sun Maid" breads. These products include
traditional Roman Meal bread, Roman Meal variety breads, Roman Meal light
breads and Roman Meal buns, rolls and English muffins and also include Sun
Maid's line of raisin bread and English muffins.
In fiscal 1995, the Bread Division had net sales of $883,616,000, which
represented 72.3% of the net sales of the Company. The Bread Division's sales
are generally concentrated in the Southeast, Southern California, the Midwest
and certain Northern Mountain states. Bread Division customers consist
primarily of supermarkets and are served by its separate distribution system.
No single customer accounts for more than 5% of the Company's net sales. Many
of the Bread Division's accounts are also serviced by the Cake Division.
The Bread Division faces intense competition in all of its markets from
large, national bakeries and smaller regional operators, as well as from
supermarket chains with their own bakeries or private label products.
Campbell Taggert, Inc. (owned by Anheuser-Busch) and Flowers Industries, Inc.
are the Bread Division's largest competitors, each marketing bread products
under various brand names. The Bread Division from time to time experiences
price pressure in certain of its markets as a result of competitors'
promotional pricing practices. However, management believes that the
Company's geographic diversity helps to limit the effect of regionally-based
competition. Competition in the Bread Division's business is based on product
quality, price, brand loyalty, effective promotional activities and the
ability to identify and satisfy emerging consumer preferences. Customer
service, including frequency of deliveries and maintenance of fully stocked
shelves, is also an important competitive factor and is central to the
competition for retail shelf space among bread product distributors.
Brands' Cake Division
Brands' Cake Division produces fresh baked sweet goods, including snack
cakes, donuts, sweet rolls, snack pies, breakfast pastries, variety cakes,
large cakes and shortcakes, approximately 90% of which are sold under the
nationally known "Dolly Madison Bakery" brand name.
In fiscal 1995, the Cake Division had net sales of $319,478,000,
representing 26.1% of the net sales of the Company. The Cake Division
distributes its products principally through convenience stores, in markets
representing approximately 75% of the U.S. population, in all areas of the
country except certain Northeast markets. No single customer represents more
than 5% of the Company's net sales. The Company believes that its credit
practices adequately address the financial condition of its customers,
particularly in the convenience store industry.
Cake sales tend to be somewhat seasonal, with a historically weak winter
period, which management believes is attributable to home baking and
consumption patterns during the holiday seasons. Spring and early summer
months are historically stronger due to the sale of shortcake products during
the fresh strawberry season.
The wholesale cake industry is highly competitive with product quality,
retail account service and price being the most significant competitive
factors. The Cake Division from time to time experiences price pressures in
certain of its markets as a result of competitors' promotional pricing
practices. The Cake Division's ability to sell its products depends on its
ability to attain store shelf space in relation to competing cake brands and
other food products. The Company competes primarily with a few large national
bakeries, as well as with certain regional bakeries. McKee Baking, marketing
cake products under the brand name "Little Debbie", is the largest competitor
of the Cake Division.
Brands' Dry Products
The Company's line of dry products consists of branded, dry, bread-based
products, including traditional stuffing and salad croutons, principally under
the "Mrs. Cubbison's" brand name. The majority of the Company's dry product
sales (which account for 1.6% of the Company's net sales) is generated during
the Thanksgiving and Christmas holiday periods. The "Mrs. Cubbison's" product
line is distributed primarily in 11 western states through a subsidiary that
is 80% owned by the Company. The largest market for the Company's dry
products is Southern California.
CBC Bread Products
The principal bread products produced by the Company's CBC operations
are white breads, variety breads, reduced calorie breads, rolls, buns and
English muffins, marketed under the brand names "Wonder", "Home Pride", "Bread
Du Jour" and "Beefsteak". The Company's CBC operation also produces bread for
sale under private labels. The majority of the Company's CBC related bread
sales are generated by white breads and variety breads, the latter consisting
of wheat, whole wheat, rye and other whole grain breads. The CBC operation
distributes bread products in areas comprising approximately 77% of the United
States population. The principal marketing areas for CBC produced bread
include the Northeast, the Midwest and the West Coast. The majority of CBC
bread sales volume is to supermarkets. For each of the last three fiscal
years of CBC, bread sales have accounted for approximately 55% of sales.
CBC Cake Products
The Company's CBC operation produces sweet baked goods including snack
cakes, donuts, snack pies, muffins and other sweet baked items, and are
consumed as snacks, meal-time desserts and breakfast items. These products
are sold under the "Hostess" brand name and include product names "Twinkies"
as well as "Ding Dongs", "Ho Ho's" and "Suzy Q's". For each of the last three
fiscal years of CBC, sweet baked goods have accounted for approximately 45% of
sales and were comprised of approximately 60% snack cakes and 40% breakfast
products. The Company distributes its CBC produced sweet baked goods in areas
representing approximately 85% of the United States population. The Company's
principal marketing areas for CBC produced sweet baked goods include the
Northeast, the Midwest and the West Coast. Multiple packs are sold primarily
through supermarkets and snack-pack products are sold both in supermarkets and
convenience stores. Cake sales tend to be somewhat seasonal with historically
weak winter and summer periods.
Raw Materials
- -------------
The ingredients of bread and cake products, principally flour, sugar and
edible oils, are readily available from numerous sources. The Company
attempts to lock in prices for raw materials through advance purchase
contracts of up to six months in duration when prices are expected to
increase. Through its program of central purchasing of baking ingredients and
packaging materials, the Company is able to utilize its national presence to
obtain competitive prices. The Company historically has been able to recover
commodity cost increases through price increases and additional operating
efficiencies.
Management and Employees
- ------------------------
The Company, with the acquisition of CBC, employs over 35,000 people.
Approximately 80% of the Company's employees are covered by approximately 600
union contracts. Unionized workers are generally members of either the
International Brotherhood of Teamsters or the Bakery, Confectionery and
Tobacco Workers International Union. The Company believes it has good
relations with all of its union and nonunion employees.
Governmental Regulation; Environmental Matters
- ----------------------------------------------
The Company's operations are subject to regulation by various federal,
state and local governmental entities and agencies. As a baker of goods for
human consumption, the Company's operations are subject to stringent quality
and labeling standards. The operations of the Company's bakeries and its
delivery fleet are subject to various federal, state and local environmental
laws and workplace regulations, including the Occupational Safety and Health
Act, the Fair Labor Standards Act, the Clean Air Act and the Clean Water Act.
The Company believes that its current legal and environmental compliance
programs adequately address such concerns and that it is in substantial
compliance with such applicable laws and regulations.
The Company has underground fuel storage tanks at various locations
throughout the United States which are subject to federal and state
regulations establishing minimum standards for such tanks and where necessary,
remediation of associated contamination. The Company is presently in the
process of testing and evaluating, and, if necessary, removing, replacing or
upgrading such tanks in order to comply with such laws. In addition, the
Company has received notices from the United States Environmental Protection
Agency, state agencies, and/or private parties seeking contribution, that it
has been identified as a "potentially responsible party" (PRP), under the
"Comprehensive Environmental Response, Compensation and Liability Act", as
amended. Because of these activities, the Company may be required to share in
the cost of cleanup with respect to approximately three "Superfund" sites.
The Company's ultimate liability in connection with these sites may depend on
many factors including the volume of material contributed to the site, the
number of other PRP's and their financial viability and the remediation
methods and technology to be used. While it is difficult to quantify the
potential financial impact of actions involving environmental matters,
particularly remediation costs at waste disposal sites and future capital
expenditures for environmental control equipment, in the opinion of the
Company's management, the ultimate liability arising from such environmental
matters, taking into account established accruals for estimated liabilities,
should not be material to the overall financial position of the Company, but
could be material to results of operations or cash flows for a particular
quarter or annual period.
Item 2. Properties
- ------- ----------
The Company's principal properties are its bakeries, distribution depots
and thrift stores. Shown below are the locations of the Company's bakeries,
all of which are owned with the exception of the Charlotte, North Carolina,
Phoenix, Arizona and Montebello, California bakeries which are leased. The
Company owns the building in Kansas City, Missouri in which its principal
executive offices are located. The Company's distribution depots and thrift
stores are located throughout the Company's distribution area and the majority
of these facilities are leased.
Bread Bakeries
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Alexandria, Louisiana Milwaukee, Wisconsin
Akron, Ohio Minonk, Illinois
Anchorage, Alaska Minot, North Dakota
Birmingham, Alabama Monroe, Louisiana
Boise, Idaho Peoria, Illinois
Boonville, Missouri Phoenix, Arizona
Buffalo, New York Pomona, California
Chicago, Illinois Portland, Oregon
Cincinnati, Ohio Richmond, Virginia
Columbus, Ohio Rocky Mount, North Carolina
Decatur, Illinois Sacramento, California
Florence, South Carolina Salt Lake City, Utah
Glendale, California San Diego, California
Grand Junction, Colorado San Pedro, California
Grand Rapids, Michigan Seattle, Washington
Hodgkins, Illinois Spokane, Washington
Jacksonville, Florida Springfield, Missouri
Jamaica, New York Tampa, Florida
Knoxville, Tennessee Tulsa, Oklahoma
Los Angeles, California Utica, New York
Miami, Florida Waterloo, Iowa
Cake Bakeries
- -------------
Columbus, Georgia Glendale, California
Columbus, Indiana Los Angeles, California
Detroit, Michigan Schiller Park, Illinois
Emporia, Kansas Seattle, Washington
Bread and Cake Bakeries
- -----------------------
Billings, Montana Memphis, Tennessee
Charlotte, North Carolina Natick, Massachusetts
Dallas, Texas Philadelphia, Pennsylvania
Davenport, Iowa Ogden, Utah
Denver, Colorado Orlando, Florida
East Brunswick, New Jersey San Francisco, California
Indianapolis, Indiana St. Louis, Missouri
Kansas City, Missouri
Dry Products Bakery
- ---------------------
Montebello, California
The Company believes that its facilities are well maintained and does
not foresee the need to make significant capital improvements to existing
facilities in the near future.
The Company operates approximately 1,400 retail stores which sell its
bakery products not otherwise sold through its primary distribution system.
Generally, each thrift store is between 500 and 1,200 square feet in size.
Approximately 70% of the stores are located at the Company's distribution
depots, while all of the remaining thrift stores are freestanding units
located along the Company's distribution routes.
Item 3. Legal Proceedings
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On July 20, 1995, the Company, CBC and the Antitrust Division of the
U.S. 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.
On September 27, 1994, CBC was served with a subpoena by the Dallas,
Texas office of the Antitrust Division of the U.S. Department of Justice
requiring it to produce records to a Federal Grand Jury. The subpoena sought
information regarding the sale of bread and bread products (including snack
cakes), principally in the State of Texas, during the period from January 1,
1986 to the present. On April 3, 1995, CBC was advised that it was one of the
"targets" of the Grand Jury's investigation. CBC has furnished the
information called for by subpoena, and does not believe that it (or its
employees) has engaged in any unlawful activity relating to this
investigation. The Company is currently reviewing this situation.
The Company has been named as a defendant in various other claims
arising out of its normal business operations. Based upon the facts available
to date, management believes that the Company has meritorious defenses to
these actions and that their ultimate resolution will not have a material
adverse effect on the Company's financial position.
Item 4. Submission of Matters to a Vote of Security Holders
- ------- ---------------------------------------------------
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
- ------- ---------------------------------------------------------------------
The section entitled "Common Stock Information" appearing on the inside
front cover of the Annual Report is incorporated herein by this reference.
Note 1, entitled "Subsequent Events", to the consolidated financial statements
appearing on page 20 of the Annual Report is also incorporated herein by this
reference with regard to limitations on cash dividends and common stock
repurchases. The section entitled, "Management's Discussion and Analysis of
Financial Condition and Results of Operations", specifically the subsection
entitled "Capital Resources and Liquidity" appearing on page 15 of the Annual
Report is also incorporated herein by this reference with regard to planned
common stock dividend payments.
Item 6. Selected Financial Data
- ------- -----------------------
The section entitled "Five-Year Summary of Financial Data", appearing on
page 13 of the Annual Report, is incorporated herein by this reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
- ------- ---------------------------------------------------------------
Results of Operations
---------------------
The section entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations" appearing on pages 14 and 15 of the
Annual Report is incorporated herein by this reference.
Item 8. Financial Statements and Supplementary Data
- ------- -------------------------------------------
The consolidated financial statements and accompanying notes and report
of Independent Public Accountants appearing on pages 16 through 25 of the
Annual Report are incorporated herein by this reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
- ------- ---------------------------------------------------------------
Financial Disclosure
--------------------
Not applicable.
PART III
The information required by Part III (Item 10, 11, 12 and 13) is
incorporated herein by reference to the Company's definitive proxy statement,
involving the election of directors and ratification of independent auditors
filed on August 21, 1995.
PART IV
Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K
- -------- --------------------------------------------------------------
(a) Documents Filed as Part of this Report:
1. Financial Statements
The following financial statements and report included in
the Company's Annual Report are incorporated herein by
reference:
Consolidated Balance Sheet at June 3, 1995
and May 28, 1994
For the 53 weeks ended June 3, 1995 and the 52
weeks ended May 28, 1994 and May 29, 1993:
Consolidated Statement of Income
Consolidated Statement of Cash Flows
Consolidated Statement of Stockholders' Equity
Notes to Consolidated Financial Statements
Report of Independent Public Accountants dated
July 14, 1995 (except as to Note 1 for which the date is
July 24, 1995)
2. Financial Statement Schedule
The following report and schedule are filed herewith as a
part hereof:
Report of Independent Public Accountants dated
July 14, 1995
Schedule for the 53 weeks ended June 3,
1995 and the 52 weeks ended May 28, 1994 and
May 29, 1993:
II Valuation and Qualifying Accounts
All other schedules have been omitted since the required
information is not present or not present in amounts
sufficient to require submission of the schedule, or because
the information required is included in the consolidated
financial statements or the notes thereto.
3. Exhibits
The exhibits are listed in the Exhibit Index. Copies of
certain documents have not been filed as exhibits, in
reliance upon paragraph (b)(4)(iii) of Item 601 of
Regulation S-K. Registrant agrees to furnish a copy of any
such instrument to the Securities and Exchange Commission
upon request.
(b) Reports on Form 8-K:
-------------------
Form 8-K, dated April 12, 1995 relating to the execution of a
definitive agreement with Ralston Purina Company ("RPC") for
Interstate Bakeries Corporation to acquire RPC's wholly-owned
subsidiary, Continental Baking Company.
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.
INTERSTATE BAKERIES CORPORATION
Dated: August 29, 1995 By: /s/ Charles A. Sullivan
-----------------------
Charles A. Sullivan
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated and on the dates indicated.
Capacities
Name of Signatory In Which Signing Date
- ----------------- ---------------- ----
/s/ Charles A. Sullivan Chairman of the Board, August 29, 1995
- -------------------------- Chief Executive Officer
Charles A. Sullivan and Director (Principal
Executive Officer)
/s/ G. Kenneth Baum Director August 29, 1995
- --------------------------
G. Kenneth Baum
/s/ Leo Benatar Director August 29, 1995
- --------------------------
Leo Benatar
/s/ E. Garrett Bewkes, Jr. Director August 29, 1995
- --------------------------
E. Garrett Bewkes, Jr.
/s/ Philip Briggs Director August 29, 1995
- --------------------------
Philip Briggs
/s/ Robert B. Calhoun, Jr. Director August 29, 1995
- --------------------------
Robert B. Calhoun, Jr.
/s/ Frank E. Horton Director August 29, 1995
- --------------------------
Frank E. Horton
/s/ William P. Stiritz Director August 29, 1995
- --------------------------
William P. Stiritz
/s/ James R. Elsesser Director August 29, 1995
- --------------------------
James R. Elsesser
/s/ Paul E. Yarick Vice President August 29, 1995
- -------------------------- and Treasurer
Paul E. Yarick (Principal
Financial Officer)
/s/ John F. McKenny Vice President and August 29, 1995
- -------------------------- Corporate Controller
John F. McKenny (Principal Accounting
Officer)
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
Interstate Bakeries Corporation
We have audited the consolidated financial statements of Interstate
Bakeries Corporation and its subsidiaries as of June 3, 1995 and May 28, 1994,
and for each of the three fiscal years in the period ended June 3, 1995, and
have issued our report thereon dated July 14, 1995 (except as to Note 1 for
which the date is July 24, 1995); such consolidated financial statements and
report are included in your 1995 Annual Report to Stockholders and are
incorporated herein by reference. Our audits also included the consolidated
financial statement schedule of Interstate Bakeries Corporation and its
subsidiaries, listed in Item 14. This consolidated financial statement
schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
such consolidated financial statement schedule, when considered in relation to
the basic consolidated financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.
/s/ Deloitte & Touche LLP
Kansas City, Missouri
July 14, 1995
INTERSTATE BAKERIES CORPORATION
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
FIFTY-THREE WEEKS ENDED JUNE 3, 1995 AND
FIFTY-TWO WEEKS ENDED MAY 28, 1994
AND MAY 29, 1993
(In Thousands)
Balance at Additions Accounts Balance
beginning charged charged at end
Description of period to income off of period
- ----------- --------- --------- -------- ---------
1995:
Reserve for
discounts
and allow-
ances on
accounts
receivable $ 4,278 $ 143 $ - $ 4,421
Allowance for
doubtful
accounts 1,645 652 505 1,792
--------- --------- -------- ---------
$ 5,923 $ 795 $ 505 $ 6,213
========= ========= ======== =========
1994:
Reserve for
discounts
and allow-
ances on
accounts
receivable $ 4,328 $ (50) $ - $ 4,278
Allowance for
doubtful
accounts 1,511 510 376 1,645
--------- --------- -------- ---------
$ 5,839 $ 460 $ 376 $ 5,923
========= ========= ======== =========
1993:
Reserve for
discounts
and allow-
ances
receivable $ 4,297 $ 31 $ - $ 4,328
Allowance for
doubtful
accounts 2,143 1,142 1,774 1,511
--------- --------- -------- ---------
$ 6,440 $ 1,173 $ 1,774 $ 5,839
========= ========= ======== =========
EXHIBIT INDEX
-------------
Exhibit
No. Exhibit
- ------- -------
3.1 Restated Certificate of Incorporation of Interstate Bakeries
Corporation, as amended.*
3.2 Restated Bylaws of Interstate Bakeries Corporation (incorporated
herein by reference to Exhibit 3.2 to the Annual Report on
Form 10-K of Interstate Bakeries Corporation filed on August 30,
1991 (the "1991 10-K")).
4.1 Article FOURTH of Restated Certificate of Incorporation of
Interstate Bakeries Corporation (contained in Exhibit 3.1
hereto).*
10.1 Interstate Bakeries Corporation 1991 Stock Option Plan
(incorporated herein by reference to Exhibit 10.1 to the
Registration Statement on Form S-1 of Interstate Bakeries
Corporation, File No. 33-40830 (the "Form S-1")).
10.2 Employment Agreement, dated as of March 1, 1989, by and among
Interstate Bakeries Corporation, Interstate Brands Corporation and
Charles A. Sullivan (incorporated herein by reference to
Exhibit 10.2 to the Form S-1).
10.4 Memorandum of Agreement, dated as of May 16, 1991, by and among
Interstate Bakeries Corporation, Interstate Brands Corporation and
Charles A. Sullivan (incorporated herein by reference to
Exhibit 10.4 to the Form S-1).
10.5 Restated Memorandum of Agreement dated as of July 22, 1992 by and
among Interstate Bakeries Corporation, Interstate Brands
Corporation and Charles A. Sullivan (incorporated herein by
reference to Exhibit 10.5 to the Annual Report on Form 10-K of
Interstate Bakeries Corporation filed on August 20, 1992).
10.6 Credit Agreement, dated May 31, 1995, signed by Interstate Brands
Corporation, Chemical Bank, the Lenders and Issuing Bank (as
defined therein) (incorporated by reference to Exhibit 1 to the
Form 8-K filed on June 9, 1995).
11.1 Statement regarding computation of per share earnings.*
13.1 The inside front cover and pages 13 through 25 of the Interstate
Bakeries Corporation annual report to security holders for the
year ended June 3, 1995. (Those portions of the annual report to
security holders not listed here shall not be deemed to be filed
as a part of this Report.)*
21.1 Subsidiaries of Interstate Bakeries Corporation (incorporated
herein by reference to Exhibit 22.1 to the 1991 10-K).
- --------------------
* Filed herewith.