Exhibit D
July 22, 1997
Xx. Xxxxx X. Xxxxxxxx
Vice President and Chief Financial Officer
Xxxxxxx Purina Company
Checkerboard Square - 00X
Xx. Xxxxx, XX 00000
Dear Xxx:
This letter is being sent to you to confirm our mutual agreement with
respect to the sale by Xxxxxxx Purina Company ("Xxxxxxx") of additional Stock
Appreciation Income Linked Securities ("SAILS"), which may be exchangeable at
maturity, at Ralston's option, for a number of shares of IBC Common Stock or
cash with an equivalent value. Xxxxxxx has registered the offering of the
SAILS pursuant to its Form S-3 Registration Statement No. 333-29759, filed May
29, 1997, and Interstate Bakeries Corporation ("IBC") has registered the
underlying shares of IBC Common Stock for which the SAILS may be exchanged on
its Form S-3 Registration Statement No. 333-27961, filed May 29, 1997.
Xxxxxxx has informed IBC that, pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, it has elected to file a post-effective
amendment to its registration statement in order to register additional SAILS
representing 20% of the $400,000,000 maximum aggregate offering price
originally registered (the "Additional SAILS"). This letter confirms that IBC
consents to the registration and offering of the Additional SAILS and hereby
waives its rights, under Section 4.1 of the Shareholder Agreement (the
"Agreement") between Xxxxxxx, VCS Holding Company and IBC dated July 22, 1995,
to acquire the shares of IBC Common Stock which will become exchangeable for
the Additional SAILS, to the extent that such shares of IBC Common Stock are
actually exchanged for the Additional SAILS at maturity.
IBC also agrees to post-effectively amend, at its own expense, its
registration statement, in order to register the shares of IBC Common Stock
which will be exchangeable for the Additional SAILS. The offering of the
SAILS, including the offering of the Additional SAILS, shall be deemed to be
the exercise of the single Demand Registration under the Agreement. The side
letters dated June 19, 1997 and July 3, 1997 regarding the payment of fees,
costs and expenses of the SAILS shall be deemed to apply to the Additional
SAILS, provided, however, that Xxxxxxx agrees to pay the SEC filing fees with
respect to both the Additional SAILS and the IBC Common Stock subject to the
Additional SAILS.
If the foregoing is acceptable to you, please indicate by signing two of
the originals of each of this letter where indicated and returning them to us.
INTERSTATE BAKERIES CORPORATION
By: /s/ Xxx Xxxxx Xxxxxx
-----------------------
Xxx Xxxxx Xxxxxx
Vice President
XXXXXXX PURINA COMPANY
By: /s/Xxxxx X. Xxxxxxxx
------------------------
Xxxxx X. Xxxxxxxx
Vice President and
Chief Financial Officer
cc: Xxxxx X. Xxxxxxx, Esq.
General Counsel
Xxxxxxx Purina Company
Checkerboard Square
St. Louis, MO 63102
Xxxx X. Xxxxxx
Vice President and Treasurer
Interstate Bakeries Corporation
00 Xxxx Xxxxxx Xxxxxxxxx
Xxxxxx Xxxx, XX 00000
