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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(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 1, 1996
----------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
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) 502-4000
--------------
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
----------------------------------------------------
(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 $525,390,722 as of August 9, 1996. 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 37,393,532 shares of Common Stock, $.01 par value per share,
outstanding as of August 9, 1996.
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
Part and Item Document Incorporated
of Form 10-K: By Reference
------------- ---------------------
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 1, 1996.
** Refers to portions of Registrant's definitive proxy statement filed on
August 23, 1996.
PART I
Item 1. Business
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General
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Interstate Bakeries Corporation (the "Company"), through its wholly-owned
operating subsidiary, Interstate Brands Corporation ("Brands"), is the largest
baker and distributor of fresh bakery products in the United States. The
Company is a decentralized bakery business with a primary focus on branded
products and was organized in 1987 as a Delaware corporation under the name
IBC Holdings Corp. 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. In July 1991, the Company returned to the public market,
issuing 15,625,000 shares of Common Stock. In July 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. CBC
was merged with and into Brands and since the merger the Company has taken
significant steps in stabilizing and realizing cost savings from CBC's
operations, rebuilding the brand equity in the brands "Hostess" and "Wonder"
and achieving economies of scale in the operations of Brands and CBC. As part
of these efforts, in 1996 the Company closed its East Brunswick, New Jersey
bakery, sold its Tempe, Arizona bakery and closed and exchanged certain assets
from its Dallas bakery for the Roanoke, Virginia bakery of The Earthgrains
Company ("EGR").
The Company is organized into three geographic divisions each under the
responsibility of an Executive Vice President. In these three regions of the
United States, the Company operates a total of 63 bakeries and employs over
30,000 people. Generally, each bakery operates as a stand-alone business
responsible for sales, pricing, manufacturing, distribution, accounting and
data processing. The Corporate staff provides direction and focus to the
plants in areas such as quality and brand-building, while also providing
centralized support in national advertising and promotion, purchasing, legal
and human resources.
The principal executive offices of the Company are located at 12 East
Armour Boulevard, Kansas City, Missouri 64111, and the telephone number is
(816) 502-4000.
Operations
- ----------
The Company distributes its products in markets representing
approximately 90% of the United States population, with its strongest presence
in Southern California, the Pacific Northwest, the Upper Midwest, the
Northeast, the Mountain States and the Middle Atlantic States and Florida. The
Company's fresh baked goods are transported from the Company's geographically
dispersed bakeries to approximately 1,200 distribution centers. The Company's
driver-salesmen then deliver the product directly from these distribution
centers to more than 200,000 food outlets and stores on more than 10,000
delivery routes. Unsold product is picked up from the Company's wholesale
customers and delivered to the Company's approximately 1,400 Company-operated
retail thrift stores. Thrift store sales, which are all cash, represent
approximately 11% of the Company's total sales. A small amount of the
Company's products are also sold through independent distributors.
The principal products produced and sold by the Company are white breads,
variety breads, reduced calorie breads, rolls, buns, English muffins, snack
cakes, donuts, sweet rolls, snack pies, breakfast pastries, variety cakes,
large cakes, shortcakes, croutons and stuffing marketed under well-known
national and regional brand names, including "Beefsteak", "Bread du Jour",
"Butternut", "Cotton's Holsum", "Dolly Madison", "Eddy's", "Holsum", "Home
Pride", "Hostess", "Merita", "Millbrook", "Mrs. Cubbison's", "Mrs. Karl's",
"Sweetheart", "Weber's" and "Wonder". The Company is also the largest licensed
baker and distributor of "Roman Meal" and "Sun Maid" breads, including
traditional Roman Meal bread, Roman Meal variety breads, Roman Meal light
breads, Roman Meal buns, rolls and English muffins and Sun Maid's raisin bread
and English muffins. The Company also produces bread for sale under private
labels primarily to gain additional access to the bread aisle for its branded
products.
The majority of the Company's bread sales, which are to supermarkets, are
generated by white breads and variety breads, the latter consisting of whole
wheat, rye and other whole grain breads, while the Company's cake products are
sold principally through supermarkets and convenience stores. 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 season. Spring and early summer months are historically
stronger due to the sale of shortcake products during the fresh strawberry
season. No single customer accounts for more than 5% of the Company's net
sales.
The Company 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 and grocery stores
with their own in-store bakeries. EGR and Flowers Industries, Inc. are the
Company's largest bread competitors, each marketing bread products under
various brand names. McKee Baking, marketing cake products under the brand
name "Little Debbie", Tasty Kake, and Entenmann's are the largest competitors
of the Company with respect to cake sales. The Company 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 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. Pursuant to the terms of a Final Judgment
entered into by the Company, CBC and the Antitrust Division of the U.S.
Department of Justice in connection with the acquisition of CBC, the Company
has agreed to divest one white pan bread label in certain counties in southern
California, eastern Wisconsin, central Illinois and the Chicago area. The
Company is actively pursuing the required divestiture pursuant to the Final
Judgment.
Raw Materials
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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. Despite the recent increase in flour prices (which
accounts for approximately 20% of the Company's cost of products sold), the
Company has been able to recover the majority of its commodity cost increases
through price increases, switching to a higher-margin revenue mix and
obtaining additional operating efficiencies.
Management and Employees
- ------------------------
The Company employs over 30,000 people. Approximately 80% of the
Company's employees are covered by over 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 retribution, 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
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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 Montebello, California bakery
which is 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.
Akron, Ohio Memphis, Tennessee
Alexandria, Louisiana Miami, Florida
Anchorage, Alaska Milwaukee, Wisconsin
Billings, Montana Minonk, Illinois
Birmingham, Alabama Minot, North Dakota
Boise, Idaho Monroe, Louisiana
Boonville, Missouri Montebello, California
Buffalo, New York Natick, Massachusetts
Charlotte, North Carolina Ogden, Utah
Chicago, Illinois Orlando, Florida
Cincinnati, Ohio Peoria, Illinois
Columbus, Georgia Philadelphia, Pennsylvania
Columbus, Indiana Pomona, California
Columbus, Ohio Portland, Oregon
Davenport, Iowa Richmond, Virginia
Decatur, Illinois Roanoke, Virginia
Denver, Colorado Rocky Mount, North Carolina
Detroit, Michigan Sacramento, California
Emporia, Kansas Salt Lake City, Utah
Florence, South Carolina San Diego, California
Glendale, California San Francisco, California
Grand Junction, Colorado San Pedro, California
Grand Rapids, Michigan Schiller Park, Illinois
Hodgkins, Illinois Seattle, Washington (2)
Indianapolis, Indiana Spokane, Washington
Jacksonville, Florida Springfield, Missouri
Jamaica, New York St. Louis, Missouri
Kansas City, Missouri Tampa, Florida
Knoxville, Tennessee Tulsa, Oklahoma
Los Angeles, California (3) Waterloo, Iowa
In July 1996 the Company announced a $20,000,000 expansion and
modernization of its Rocky Mount, North Carolina bakery. The Company believes
that its other facilities are well maintained and does not foresee the need to
make significant capital improvements to such 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.
Most of the stores are located at the Company's distribution depots, while 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 requires the divestiture of one white
pan bread label in certain counties in southern California, eastern Wisconsin,
central Illinois and the Chicago area. The hold separate stipulation also
requires that the Company operate separately certain parts of the combined
businesses in these areas. The Company is actively pursuing the required
divestiture pursuant to the Final Judgment.
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 page 1 of
the Annual Report is incorporated herein by this reference. Note 3, entitled
"Debt", to the consolidated financial statements appearing on pages 21 and 22
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
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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 26 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, approval of the 1996 Stock Incentive Plan
and ratification of independent auditors filed on August 23, 1996.
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 1, 1996 and June 3, 1995
For the 52 weeks ended June 1, 1996, the 53 weeks ended
June 3, 1995 and the 52 weeks ended May 28, 1994:
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 19, 1996
2. Financial Statement Schedule
The following report and schedule are filed herewith as a part
hereof:
Report of Independent Public Accountants dated July 19, 1996
Schedule for the 52 weeks ended June 1, 1996, the 53 weeks
ended June 3, 1995 and the 52 weeks ended May 28, 1994:
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:
--------------------
No reports on Form 8-K were filed in the last quarter of the fiscal
year to which this Annual Report on Form 10-K relates.
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 23, 1996 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 23, 1996
- ----------------------- Chief Executive Officer
Charles A. Sullivan and Director (Principal
Executive Officer)
/s/ G. Kenneth Baum Director August 23, 1996
- -----------------------
G. Kenneth Baum
/s/ Leo Benatar Director August 23, 1996
- -----------------------
Leo Benatar
/s/ E. Garrett Bewkes, Jr. Director August 23, 1996
- --------------------------
E. Garrett Bewkes, Jr.
/s/ Philip Briggs Director August 23, 1996
- -----------------------
Philip Briggs
/s/ Robert B. Calhoun, Jr. Director August 23, 1996
- --------------------------
Robert B. Calhoun, Jr.
/s/ Frank E. Horton Director August 23, 1996
- -----------------------
Frank E. Horton
/s/ William P. Stiritz Director August 23, 1996
- -----------------------
William P. Stiritz
/s/ James R. Elsesser Director August 23, 1996
- -----------------------
James R. Elsesser
/s/ Paul E. Yarick Vice President and Treasurer August 23, 1996
- ----------------------- (Principal Financial Officer)
Paul E. Yarick
/s/ John F. McKenny Vice President and Corporate August 23, 1996
- ----------------------- Controller (Principal
John F. McKenny 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 1, 1996 and June 3, 1995,
and for each of the three fiscal years in the period ended June 1, 1996, and
have issued our report thereon dated July 19, 1996; such consolidated
financial statements and report are included in your 1996 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 on 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 19, 1996
INTERSTATE BAKERIES CORPORATION
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
FIFTY-TWO WEEKS ENDED JUNE 1, 1996,
FIFTY-THREE WEEKS ENDED JUNE 3, 1995 AND
FIFTY-TWO WEEKS ENDED MAY 28, 1994
(In Thousands)
Balance at Additions Accounts Balance
beginning charged charged at end
Description of period to income off of period
- ----------- --------- --------- -------- ---------
1996:
Reserve for
discounts
and allow-
ances on
accounts
receivable $ 8,404 $ (990) $ - $ 7,414
Allowance for
doubtful
accounts 3,744 621 759 3,606
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$12,148(1)$ (369) $ 759 $ 11,020
======= ======== ======== =========
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
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$ 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
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$ 5,839 $ 460 $ 376 $ 5,923
======= ======== ======== =========
(1) Restated to include opening balance of Continental Baking Company
acquired on July 22, 1995.
EXHIBIT INDEX
-------------
Exhibit
No. Exhibit
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3.1 Restated Certificate of Incorporation of Interstate Bakeries
Corporation, as amended (incorporated herein by reference to
Exhibit 3.1 to the Annual Report on Form 10-K of Interstate
Bakeries Corporation filed on August 30, 1995.)
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 (incorporated herein by reference
to Exhibit 3.1 to the Annual Report on Form 10-K of Interstate
Bakeries Corporation filed on August 30, 1995).
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 herein) (incorporated by reference to Exhibit 1 to the
Form 8-K filed on June 9, 1995).
10.7 Interstate Bakeries Corporation 1996 Stock Incentive Plan
(incorporated by reference to Exhibit A to the Proxy Statement
relating to the 1996 Annual Meeting of Stockholders of Interstate
Bakeries Corporation).*
11.1 Statement regarding computation of per share earnings.**
13.1 Page 1 and pages 13 through 26 of the Interstate Bakeries
Corporation annual report to security holders for the year ended
June 1, 1996. (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).
- -------------------------
* Subject to approval of stockholders at the 1996 Annual Meeting of
Stockholders.
** Filed herewith.