-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IxCWP7qpd+gV7NhELzm5er8Cs2QB8FZoeS2RJMZABeHvJyevQTkELDo28jFPFD4t aqLJCGOsaWYbZC9sb8L5Yg== 0000950172-05-000283.txt : 20050128 0000950172-05-000283.hdr.sgml : 20050128 20050128091542 ACCESSION NUMBER: 0000950172-05-000283 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050128 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050128 DATE AS OF CHANGE: 20050128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERSTATE BAKERIES CORP/DE/ CENTRAL INDEX KEY: 0000829499 STANDARD INDUSTRIAL CLASSIFICATION: BAKERY PRODUCTS [2050] IRS NUMBER: 431470322 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11165 FILM NUMBER: 05555810 BUSINESS ADDRESS: STREET 1: 12 E ARMOUR BLVD CITY: KANSAS CITY STATE: MO ZIP: 64111 BUSINESS PHONE: 8165024000 MAIL ADDRESS: STREET 1: 12 E ARMOUR BLVD CITY: KANSAS CITY STATE: MO ZIP: 64111 FORMER COMPANY: FORMER CONFORMED NAME: IBC HOLDINGS CORP DATE OF NAME CHANGE: 19910612 8-K 1 chi495334.txt INTERSTATE BAKERIES CORP. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) January 28, 2005 ---------------- INTERSTATE BAKERIES CORPORATION - ------------------------------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) Delaware - ------------------------------------------------------------------------------ (State or Other Jurisdiction of Incorporation) 1-11165 43-1470322 - ------------------------------------------------------------------------------ (Commission File Number) (IRS Employer Identification No.) 12 East Armour Boulevard Kansas City, Missouri 64111 - ------------------------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) (816) 502-4000 - ------------------------------------------------------------------------------ (Registrant's Telephone Number, Including Area Code) N/A - ------------------------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 2 ITEM 8.01. OTHER EVENTS. On January 28, 2005, Interstate Bakeries Corporation issued a press release, a copy of which is attached as Exhibit 99.1 and is hereby incorporated by reference, announcing that the Securities and Exchange Commission (the "SEC") has issued a formal order of private investigation into issues that were the subject of a previously announced informal inquiry by the SEC. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit No. Description - ----------- ----------- 99.1 Interstate Bakeries Corporation press release dated January 28, 2005. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 28, 2005 INTERSTATE BAKERIES CORPORATION By: /s/ Kent B. Magill --------------------------------- Kent B. Magill Vice President, General Counsel, and Corporate Secretary 4 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Interstate Bakeries Corporation press release dated January 28, 2005. 5 EX-99.1 2 chi495332.txt EXHIBIT 99.1 TO INTERSTATE BAKERIES CORP. 8-K EXHIBIT 99.1 IBC ANNOUNCES CHANGE IN STATUS OF SEC INQUIRY KANSAS CITY, Mo., January 28, 2005 - Interstate Bakeries Corporation (OTC: IBCIQ.PK) today announced that the Securities and Exchange Commission (SEC) has issued a formal order of private investigation into issues that were the subject of a previously announced informal inquiry by the SEC. The formal investigation appears to concern matters related to a previously announced investigation by the Company's audit committee into the Company's manner for setting its workers' compensation reserves and other reserves. The Company is cooperating fully with the SEC and will continue to do so. The Company does not expect to comment further on developments related to this matter and disclaims any intention or obligation to update any of the information contained in this release, except as may be required by law. About the Company - ----------------- Interstate Bakeries Corporation is the nation's largest wholesale baker and distributor of fresh baked bread and sweet goods, under various brand names, including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R), Merita(R) and Drake's(R). The Company, which is headquartered in Kansas City, Missouri, employs approximately 32,000 people and operates 53 bakeries, more than 1,000 distribution centers and 1,100 bakery outlets throughout the U.S. Interstate Bakeries Corporation, along with seven of its wholly owned operating subsidiaries, filed for reorganization under Chapter 11 of the Bankruptcy Code on September 22, 2004 to complete an operational and financial restructuring. The Company continues to operate its business in the ordinary course as a debtor-in-possession. Cautionary Statement Regarding Forward-Looking Statements and Other Matters - --------------------------------------------------------------------------- Some information contained in this press release may be forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are not historical in nature and include statements that reflect, when made, the Company's views with respect to current events and financial performance. These forward-looking statements can be identified by forward-looking words such as "may," "will," "expect," "intend," "anticipate," "believe," "estimate," "plan," "could," "should" and "continue" or similar words. These forward-looking statements may also use different phrases. All such forward-looking statements are and will be subject to numerous risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from such statements. Factors that could cause actual results to differ materially include, without limitation: successful resolution of any deficiencies in the Company's newly implemented financial reporting systems; the ability of the Company to continue as a going concern; final determination of anticipated significant asset impairment charges; the ability of the Company to obtain court approval with respect to motions in the Chapter 11 proceeding filed by it from time to time; the ability of the Company to operate pursuant to the terms of its DIP financing facility; the ability of the Company to develop, prosecute, confirm and consummate one or more plans of reorganization with respect to the Chapter 11 proceeding; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period for the Company to propose and confirm one or more plans of reorganization, for the appointment of a Chapter 11 trustee or to convert the Chapter 11 proceeding to a Chapter 7 proceeding; the ability of the Company to obtain and maintain adequate terms with vendors and service providers; the potential adverse impact of the Chapter 11 proceeding on the Company's liquidity or results of operations; the ability of the Company to fund and execute its business plan; the ability of the Company to attract, motivate and/or retain key executives and employees; changes in our relationship with employees and the unions that represent them; increased costs and uncertainties related to periodic renegotiation of union contracts; increased costs and uncertainties with respect to the accounting treatment of a defined benefit pension plan to which we contribute; finalization of our review and the independent audit of the consolidated financial statements for the year ended May 29, 2004, or reviews of the restated condensed consolidated financial statements as and for the periods ended November 15, 2003 and as of and for the forty week period ended March 6, 2004; the results of an SEC investigation concerning the Company's financial statements following the Company's announcement that the Audit Committee of its Board of Directors had retained independent counsel to investigate the Company's manner of setting its workers' compensation and other reserves; the delayed filing with the SEC of our annual report on Form 10-K for the fiscal year ended May 29, 2004; changes in general economic and business conditions (including in the bread and sweet goods markets); changes in consumer tastes or eating habits; future product recalls or safety concerns; bankruptcy filings by customers; costs associated with environmental compliance and remediation; actions of governmental entities, including regulatory requirements; the outcome of legal proceedings to which we are or may become a party, including the securities class actions filed after our February 11, 2003 press release; business disruption from terrorist acts, our nation's response to such acts and acts of war; and other factors. These statements speak only as of the date of this press release, and we disclaim any intention or obligation to update or revise any forward-looking statements to reflect new information, future events or developments or otherwise, except as required by law. We have provided additional information in our filings with the SEC, which readers are encouraged to review, concerning other factors that could cause actual results to differ materially from those indicated in the forward-looking statements. Similarly, these and other factors, including the terms of any reorganization plan ultimately confirmed, can affect the value of the Company's various pre-petition liabilities, common stock and/or other equity securities. No assurance can be given as to what values, if any, will be ascribed in the Chapter 11 proceeding to each of these liabilities and/or securities. Accordingly, the Company urges that the appropriate caution be exercised with respect to existing and future investments in any of these liabilities and/or securities. 2 -----END PRIVACY-ENHANCED MESSAGE-----