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 For the fiscal year ended May 29, 1999 ---------------------------------------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ---------------- --------------- Commission File Number 1-11165 ------- INTERSTATE BAKERIES CORPORATION - ------------------------------------------------------------------------------ (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 $899,602,311 as of August 2, 1999. 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 70,293,437 shares of Common Stock, $.01 par value per share, outstanding as of August 2, 1999. 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 May 29, 1999. ** Refers to portions of Registrant's definitive proxy statement filed on August 20, 1999. FORWARD-LOOKING STATEMENTS Certain statements incorporated by reference or made in this Report, including those under the captions "Business," "Legal Proceedings" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, and are subject to the safe harbor created by that Act. Such forward-looking statements include, without limitation, the future availability and prices of raw materials, the availability of capital on acceptable terms, the competitiveness of the bread and cake industry, potential environmental liabilities and other statements contained herein that are not historical facts. Because such forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, changes in general economic and business conditions (including in the bread and cake markets), Interstate Bakeries Corporation's ability to recover its raw material costs in the pricing of its products, the availability of capital on acceptable terms, actions of competitors and governmental entities, the extent to which Interstate Bakeries Corporation is able to develop new products and markets for its products, the time required for such development, the level of demand for such products, changes in Interstate Bakeries Corporation's business strategies and other factors. PART I Item 1. Business - ------- -------- General - ------- Interstate Bakeries Corporation ("the Company"), a Delaware corporation incorporated in 1987, is the largest baker and distributor of fresh bakery products in the United States. The Company produces, markets, distributes and sells a wide range of breads, rolls, snack cakes, donuts, sweet goods and related products. These products are sold under a number of national brand names, such as "Wonder," "Hostess" and "Home Pride," as well as regional brand names, including "Butternut," "Dolly Madison," "Drake's" and "Merita". Based on independent publicly available market data, "Wonder" white bread and "Home Pride" wheat bread are the number one and two selling branded breads sold in the United States. "Hostess" products, including "Twinkies" and "Ho-Hos," are among the leading snack cake products sold in the United States. 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. The Company distributes its products in markets representing approximately 90% of the United States population. The Company operates 67 bakeries and approximately 1,500 thrift stores and employs more than 34,000 people. Its sales force delivers products directly from the Company's more than 1,300 distribution centers to more than 200,000 food outlets and stores. 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 baking 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 by issuing shares of Common Stock. In July 1995, the Company acquired Continental Baking Company ("CBC") from Ralston Purina Company ("Ralston") for $220,000,000 in cash and 33,846,154 shares of Common Stock. Since the acquisition of CBC, the Company has taken significant steps to continue to build and capitalize on the brand equity in the "Wonder" and "Hostess" brands. The Company has also worked to realize cost savings from the CBC acquisition and to achieve economies of scale in its operations. On July 29, 1997, Ralston issued $479,953,687.50 of 7% Stock Appreciation Income Linked Securities ("SAILS"), which are exchangeable at maturity, at the option of Ralston, for cash or up to 15,498,000 shares of the Company's Common Stock. Pursuant to the SAILS transaction, the Company repurchased 2,000,000 shares of its Common Stock from Ralston for $60,079,375, or $30.0396875 per share, which amount was the closing sales price of the Common Stock on the New York Stock Exchange on July 23, 1997 of $30.96875 per share, less a 3% discount. During the 1998 fiscal year, the Company purchased from Ralston 1,200,000 shares of the Company's Common Stock at an average price of $31.375 per share, and during the 1999 fiscal year, the Company purchased from Ralston 500,000 shares at $28.375 per share. On September 23, 1997, the Company declared a two-for-one stock split effected in the form of a stock dividend payable November 3, 1997 to stockholders of record of the Company's common stock at the close of business October 15, 1997. All share and per share amounts presented reflect this stock split. Products and Brands - ------------------- The Company produces, markets, distributes and sells white breads, variety breads, crusty breads, reduced calorie breads, English muffins, rolls and buns under a number of well-known national brand names, including "Wonder," "Home Pride" and "Bread du Jour," and regional brand names including "Beefsteak," "Buttermaid," "Butternut," "Colombo," "Cotton's Holsum," "DiCarlo," "Eddy's ," "Emperor Norton," "Holsum," "J.J. Nissen," "Merita," "Millbrook Farms," "Parisian," "Sunbeam," "Sweetheart," "Toscano" and "Weber's"; bagels under the brand name "Braun's"; and croutons under the brand names "Mrs. Cubbison's" and "Marie Callender's". The Company's snack cakes, donuts, sweet rolls, snack pies, breakfast pastries, variety cakes, large cakes and shortcakes are also sold under a number of well-known national and regional brand names, including "Hostess", "Drake's" and "Dolly Madison". The Company is also a baker and distributor of "Roman Meal " breads, including traditional Roman Meal bread, Roman Meal variety breads, Roman Meal light breads, Roman Meal buns, rolls and English muffins, and Sunmaid raisin bread. The Company's various brands are positioned across a wide spectrum of consumer categories and price points. The Company believes that its brand trademarks such as "Wonder ," "Hostess," "Home Pride," "Butternut" and "Dolly Madison" and product trademarks such as "Twinkies," "Ho-Hos" and "Zingers" are of material importance to its strategy of brand building. The Company also owns a number of patents related to the processes used in making the Company's bread and cake products. The Company takes appropriate action from time to time against third parties to prevent infringement of its trademarks and other intellectual property. The Company also enters into confidentiality agreements from time to time with employees and third parties as necessary to protect formulas and processes used in producing the Company's products. Marketing and Distribution - -------------------------- The majority of the Company's bread sales are through supermarkets, 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 the Company believes is attributable to home baking and consumption patterns during the holiday season. Spring and early summer months are historically stronger due to increased sales of shortcake products during the fresh strawberry season. No single customer accounts for more than 5% of the Company's net sales. The Company's marketing and advertising campaigns are conducted through targeted television and radio advertising, coupons in newspapers and other printed media. 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, the Middle Atlantic States and Florida. With plants and distribution centers across the United States, the Company is located close to the major marketplaces enabling efficient delivery and superior customer service. The Company does not keep a backlog of inventory as its fresh bakery products are promptly distributed to its customers after being produced. The Company's fresh bakery products are delivered from the Company's network of 67 bakeries to its more than 1,300 distribution centers. The products are then delivered primarily to supermarkets and convenience stores by the Company's sales force on its more than 11,000 delivery routes. Unsold products are picked up by the Company's sales force and delivered to the Company's more than 1,500 thrift stores for retail sale. Thrift store sales represented approximately 12% of the net sales of the Company during the fifty-two week period ended May 29, 1999. Sources and Availability of Raw Materials - ----------------------------------------- The ingredients of bread and cake products, principally flour, sugar and edible oils, are readily available from numerous sources. Generally, the Company purchases its commodity requirements on the spot markets, although the Company attempts to lock in prices for raw materials through advance purchase contracts, generally not longer than one year in duration, when prices are expected to increase. Through its program of central purchasing of baking ingredients and packaging materials, the Company believes it is able to utilize its national presence to obtain competitive prices. The prices for raw materials are dependent on a number of factors including the results of crop production, transportation and processing costs, governmental legislation and policies and export sales demand. Although commodity prices have been volatile and may continue to be volatile, historically, the Company has been able to recover the majority of its commodity cost increases through increasing prices, switching to a higher-margin revenue mix and obtaining additional operating efficiencies. Employees - --------- The Company employs more than 34,000 people. Approximately 80% of the Company's employees are covered by more than 600 union contracts. Most of the Company's unionized workers are members of either the International Brotherhood of Teamsters or the Bakery, Confectionery and Tobacco Workers International Union. None of the 600 individual collective bargaining agreements is material to the Company's consolidated operations. The Company believes it has good relations with its union and nonunion employees. Competition - ----------- 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. 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 and cake product distributors. The Earthgrains Company, Bestfoods and Flowers Industries, Inc. are the Company's largest bread competitors, each marketing bread products under various brand names. McKee Foods Corp., Tasty Baking Co. 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, the Company believes that its geographic diversity helps to limit the effect of regionally-based competition. 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, including the Federal Food and Drug Act. 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 remediating any contaminated sites. 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 a relatively small number of "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 - ------- ---------- Bakeries - -------- The Company produces substantially all of its products through its national network of 67 bakeries. All of the Company's bakeries are owned with the exception of bakeries in San Diego, Castroville and Montebello, California, all three of which are leased premises. The Company's bakeries are located as follows: Akron, Ohio Memphis, Tennessee Alexandria, Louisiana Miami, Florida Anchorage, Alaska Milwaukee, Wisconsin Biddeford, Maine Minonk, Illinois Billings, Montana Monroe, Louisiana Birmingham, Alabama Montebello, California Boise, Idaho New Bedford, Massachusetts Boonville, Missouri Northwood, Ohio Buffalo, New York Oakland, California Castroville, California Ogden, Utah Charlotte, North Carolina Orlando, Florida Cincinnati, Ohio Peoria, Illinois Columbus, Georgia Philadelphia, Pennsylvania Columbus, Indiana Pomona, California Columbus, Ohio Portland, Oregon Davenport, Iowa Richmond, Virginia Decatur, Illinois Rocky Mount, North Carolina Denver, Colorado Sacramento, California (2) Detroit, Michigan Salt Lake City, Utah Emporia, Kansas San Diego, California (2) Florence, South Carolina San Francisco, California (2) Glendale, California 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 Wayne, New Jersey The Company makes capital investments to update or retrofit its facilities to produce new products on existing lines and to increase line speeds. The Company believes that its facilities are well maintained but continues to pursue opportunities to enhance operating efficiencies through strategic capital investments, some of which may allow the Company to realize operating synergies through the consolidation of less efficient or redundant facilities. During fiscal 1999, the Company opened its $60 million Biddeford, Maine bakery, which resulted in the closure of four less efficient bakeries in the Northeast. A similar consolidation effort is underway in the Company's Pacific Northwest market area where production of three bakeries will be merged into a single bakery in Lakewood, Washington by the spring of 2000. The Company also recently consolidated its Minot, North Dakota production into Billings, Montana and its Roanoke, Virginia production into Charlotte, North Carolina. Other Properties - ---------------- The Company's more than 1,300 distribution centers and approximately 1,500 thrift stores are located throughout the Company's distribution area. Generally, each thrift store is between 500 and 1,600 square feet in size. Most of the stores are located at the Company's distribution centers, with the remainder located along the Company's distribution routes. The majority of the Company's distribution centers and thrift stores are leased facilities. Item 3. Legal Proceedings - ------ ----------------- The Company has been named as a defendant in various 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 2, entitled "Description of Business and Significant Accounting Policies", specifically the section subtitled "Stock Split" appearing on page 20 of the Annual Report is also incorporated herein by this reference. Note 3, entitled "Debt", to the consolidated financial statements appearing on pages 20 and 21 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 14 of the Annual Report is also incorporated herein by this reference with regard to planned Common Stock repurchases and dividend payments on the Common Stock. The 33,846,154 unregistered shares of the Company's Common Stock issued to Ralston on July 22, 1995 in connection with the Company's acquisition of CBC, were issued in reliance upon Section 4(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering. Item 6. Selected Financial Data - ------ ----------------------- The section entitled "Five-Year Summary of Financial Data", appearing on page 12 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 13 and 14 of the Annual Report is incorporated herein by this reference. Item 7a. Quantitative and Qualitative Disclosures About Market Risk - ------- ---------------------------------------------------------- The Company is exposed to market risks relative to commodity price fluctuations and interest rate changes. The Company actively manages these risks through the use of derivative financial instruments. As a matter of policy, the Company uses these financial instruments only for hedging purposes, and the use of derivatives for trading and speculative purposes is prohibited. Commodity Prices Commodities used by the Company in the production of its products are subject to wide price fluctuations, depending upon factors such as weather, worldwide market supply and demand and government regulation. To reduce the risk associated with commodity price fluctuations (primarily for wheat), the Company enters into commodity futures and options contracts, fixing commodity prices for future periods. A sensitivity analysis was prepared and based upon the Company's commodity-related derivatives position as of May 29 1999, an assumed 10% adverse change in commodity prices would not result in a material effect on future earnings, fair values or cash flows of the Company. Interest Rates The Company manages its exposure to interest rate risk through the use of a combination of floating and fixed rate debt. In addition, from time to time, the Company has entered into interest rate swap agreements to fix rates on variable rate debt instruments. The Company had no outstanding interest rate swap agreements at May 29, 1999. Based upon the Company's sensitivity analysis at May 29, 1999, an assumed 10% adverse change in interest rates would not have a material impact on future earnings, fair values or cash flows of the Company. Item 8. Financial Statements and Supplementary Data - ------- ------------------------------------------- The consolidated financial statements and accompanying notes and the Independent Auditors' Report appearing on pages 15 to 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 and ratification of independent auditors filed on August 20, 1999. 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 May 29, 1999 and May 30, 1998. For the 52 weeks ended May 29, 1999, May 30, 1998 and May 31, 1997: Consolidated Statement of Income Consolidated Statement of Cash Flows Consolidated Statement of Stockholders' Equity Notes to Consolidated Financial Statements Independent Auditors' Report dated July 14, 1999. 2. Financial Statement Schedule The following report and schedule are filed herewith as a part hereof: Independent Auditors' Report dated July 14, 1999. Schedule for the 52 weeks ended May 29, 1999, May 30, 1998 and May 31, 1997: 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 19, 1999 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 19, 1999 - ----------------------- Chief Executive Officer Charles A. Sullivan and Director (Principal Executive Officer) /s/ Michael J. Anderson Director August 19, 1999 - ----------------------- Michael J. Anderson /s/ G. Kenneth Baum Director August 19, 1999 - ------------------- G. Kenneth Baum /s/ Leo Benatar Director August 19, 1999 - --------------- Leo Benatar /s/ E. Garrett Bewkes, Jr. Director August 19, 1999 - -------------------------- E. Garrett Bewkes, Jr. /s/ Robert B. Calhoun, Jr. Director August 19, 1999 - -------------------------- Robert B. Calhoun, Jr. /s/ Frank E. Horton Director August 19, 1999 - ------------------- Frank E. Horton /s/ James R. Elsesser Director August 19, 1999 - --------------------- James R. Elsesser /s/ Frank W. Coffey Senior Vice President and August 19, 1999 - ------------------- Chief Financial Officer Frank W. Coffey INDEPENDENT AUDITORS' REPORT Interstate Bakeries Corporation We have audited the consolidated financial statements of Interstate Bakeries Corporation and its subsidiaries as of May 29, 1999 and May 30, 1998, and for each of the three fiscal years in the period ended May 29, 1999, and have issued our report thereon dated July 14, 1999; such consolidated financial statements and report are included in your 1999 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 14, 1999 INTERSTATE BAKERIES CORPORATION SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS FIFTY-TWO WEEKS ENDED MAY 29, 1999, MAY 30, 1998 AND MAY 31, 1997 (In Thousands) Balance at Additions Accounts Balance beginning charged charged at end Description of period to income off of period - ----------- ---------- --------- -------- --------- 1999: Reserve for discounts and allow- ances on accounts receivable $ 5,314 $ (776) $ - $ 4,538 Allowance for doubtful accounts 4,107 2,465 2,332 4,240 ------- ------- ------- ------- $ 9,421 $ 1,689 $ 2,332 $ 8,778 ======= ======= ======= ======= 1998: Reserve for discounts and allow- ances on accounts receivable $ 7,977 $(2,663) $ - $ 5,314 Allowance for doubtful accounts 4,577 1,853 2,323 4,107 ------- ------- ------- ------- $12,554 $ (810) $ 2,323 $ 9,421 ======= ======= ======= ======= 1997: Reserve for discounts and allow- ances on accounts receivable $ 7,414 $ 563 $ - $ 7,977 Allowance for doubtful accounts 3,606 2,478 1,507 4,577 ------- ------- ------- ------- $11,020 $ 3,041 $ 1,507 $12,554 ======= ======= ======= ======= EXHIBIT INDEX -------------- Exhibit No. Exhibit - ------- --------- 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 A to the Proxy Statement relating to the 1997 Annual Meeting of Stockholders of Interstate Bakeries Corporation). 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). 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). 13.1 Page 1 and pages 12 to 26 of the Interstate Bakeries Corporation annual report to security holders for the year ended May 29, 1999. (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.* 27.0 Financial Data Schedule.* ------------------------- * Filed herewith.