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Hostess Brands WARN NotificationOctober 5, 2012 Hostess Brands Wonder Extension of Conditional Notice Pursuant to the Worker Adjustment and Retraining Notification Act Dear Madams and Sirs: PRF 52620 -4 We are writing to update you on the conditional WARN notice that you received from Hostess Brands, Inc. (the "Company ") in May. To date, no WARN triggering event has occurred, but the Company's bankruptcy proceedings remain ongoing. We issued another conditional notice to employees on July 20, 2012 and have been in touch with the State's dislocated workers' units or equivalent labor departments. I have attached for your convenience the second conditional WARN notice sent to all employees working in your jurisdiction; similar notices have been provided to the labor unions representing Company employees. Most recently, the International Brotherhood of Teamsters ("IBT"), the United Automobile, Aerospace, and Agricultural Implement Workers of America ( "UAW "), and the United Steelworkers Union ( "USW ") obtained member ratification of the modified collective bargaining agreements the Company negotiated with those unions necessary to allow the Company to emerge from bankruptcy successfully. The Bakery, Confectionary, Tobacco Workers and Grain Millers International Union ( "BCTGM ") members and members of some of the other unions representing Company employees did not ratify the modified collective bargaining agreements applicable to them and the BCTGM is threatening to strike. As we stated in previous notices, in the event of a failure to ratify the modified collective bargaining agreements or a strike, the Company will likely not be able to emerge successfully from bankruptcy and will have to begin to sell all or portions of its business and /or wind down its operations and liquidate, which would lead to employee separations shortly thereafter. We are currently engaged in bankruptcy court proceedings with the BCTGM and some of the other unions representing Company employees regarding potential implementation of the modified collective bargaining agreements. Our primary focus continues to be on completing a restructuring of the Company and emerging from chapter 11 as a viable company. But, it remains possible that, despite our best efforts, the Company may be required to sell all or portions of its business and /or wind down its operations and liquidate because of the occurrence of any of the events identified in the notices sent to you, including but not limited to a strike or an unfavorable bankruptcy court ruling with respect to modifications to the Company's collective bargaining agreements with unions other than the IBT. Based on the best information available to the Company at this tune, we believe that the Company should know by on or about November 5, 2012 whether the Company will have to begin selling portions of its business and /or wind down its operations and liquidate, which would lead to a separation of your employment within 14 days thereafter. If you have any questions, or would like further information, please contact our ASKHR call center at 1- 800 - Hostess (1- 800 - 467- 8377). Very truly yours, Jeff Parlato - Vice President, Human Resources and Labor Relations 6031 Connection Drive, Irving, TX 75039 - (972) 532 -4500 Hostess Brands July 20, 2012 VIA USPS Adam Breuer 142 N Harrison St Lancaster, WI 53813 Re: Additional Conditional Notice Pursuant to the Worker Adjustment and Retraining Notification Act Dear Adam: As you know, Hostess Brands, Inc. (including its affiliate Interstate Brands Corporation, the "Company ") filed for chapter 11 relief on January 11, 2012 (the "Filing "). Since your receipt of the Company's May 4 conditional notice, the Company has continued to be actively engaged in discussions with various lenders and potential purchasers regarding the Company's restructuring both before and after the Filing. Our primary focus continues to be completion of a restructuring of the Company and emergence from chapter 11 as a viable company. However, it is still possible that, despite our best efforts, certain events may occur that would require Hostess to sell all ox portions of its business and /or wind down its operations and liquidate. Despite the continued uncertainty of what may happen, the federal Worker Adjustment and Retraining Notification Act and certain related State statutes (collectively, "WARN ") generally require employers to provide advance notice in the event of certain covered employment actions. To comply with any WARN obligations Hostess may have, this letter is intended to give you additional conditional notice that, based upon the best information reasonably available to Hostess at this time, it continues to be possible that one of the following events may occur: • The board of directors authorizes, or seeks court authorization for, the pursuit of a sale of all or a substantial portion of all of Hostess' assets; • The board of directors authorizes, or seeks court authorization for, Hostess to stop pursuing the restructuring of its business; • More than 20% of Hostess' aggregate workforce is laid off after January 11, 2012; • Hostess receives an unsatisfactory resolution of its pending motion before the bankruptcy court regarding certain modifications to its collective bargaining agreements with the Bakers and /or the Teamsters; • There is a strike, walkout, lockout, slowdown or other work stoppage that is likely to have a material adverse effect on Hostess; or • Hostess seeks bankruptcy court approval to commence a sale of property while in bankruptcy which accounts for more than 20% of Hostess' consolidated net sales as reported on Hostess' financial statements for the twelve -month period preceding January 11, 2012. 6031 Connection Drive, Irving, TX 75039 - (972) 532 -4500 If one of these events occurs, the Company may begin the process of permanently ceasing operations, and significantly scaling down operations at its Dubuque IA -3135 Cedar Crest Rd located at 3135 Cedar Crest Ridge, Dubuque, IA 52001 as early as 60 days from the date of this notice. In such an event, Hostess currently expects substantially all employee separations, including your separation, to occur within 60 days of this notice or within a 14 -day period thereafter. At the end of this process, the entire Dubuque IA -3135 Cedar Crest Rd would be permanently closed. There will be no bumping rights available to you in this circumstance. A listing of the job titles of the positions that we would expect to be affected, and the names of the employees in each of those job classifications is attached as Attachment A. Again, our primary focus is to complete our restructuring and emerge from chapter 11 as a viable Company. If you have any questions, or would like further information, please contact our AskHR call center at 1 -800- Hostess (1- 800 -467- 8377). Very truly yours, Christopher J. Knipp SVP, Human Resources Hostess Brands, Inc. Accounting Advisor PRUESS, DEBORAH Accounting Assoc MOONEY, JULIE Accounting. Coord MEERDINK, TRISTA Accounting Supv _. ...__.._.._....._............_. _. _. CLARK, TERENCE Administrative Assoc BARNES, CAROLYN District Sales Mgr . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FLETCIIALL, EL CINCO GOOD, JUSTIN MIERS, DANNY PASSINI, DOUGLAS REID, CRAIG RUDDICK, ROBERT SCHULTZ, STEVE SINNWELL, DAVID TOLLY, JERRID WINTERS, CHRIS Divider Operator MEESTER, TYLER PETERSON, KURT SACKS T, WAYNE STEELE, JUSTIN ANDERSON, ZANE BEATTIE, MICHAEL BOND, JOI IN DOOCY, CURTIS FOSTER, THOMAS QUINN, LEO Engineering Mgr .. .................__......_.._._ _._. _. STERNER, TERRY Env Affairs Spec _ _,__. CHUNG, ANGELINE Facilities Coord TIETZ, MARION Fleet Maint Mech RS COBB, JEFFREY HADLEY, FRANK JURRIES, DUSTIN KRUMM, RANDY TOWNSEND, KELVIN Fleet Maint Mech RS (■U)) FRANTZ, LARRY Fleet Maintenance Supv GILBERT, CHARLIE Human Resources Spec CHAPMAN, WENDI Attachment A Inventory Control Coord STORJOHANN, MARY ily Lead Engineer FISHER, TERRY Lead Fleet Mech OTR OLSON, KEVIN Lead Sanitor SCHAEFER, BRIAN Lead Store Clerk DAMERON, IUAREN ENGEL, JODY HELLER, LAURA MEIRHAEGHE, LINDA MRTCHLER,NANCY PLUEGER, JANET POND, DEBORAH RUMP, DORIS STRUCK, KATHLEEN YEARLING, SHERRY Loader COLLINS, DOUGLAS COTTRELL, BRET DEPPE, KEVIN DIEHL, MICHAEL FUCHS, BRENT HAYES, AARON KEDING, RANDY KRAMER, ALLEN REESE, DARIN RHOADES, ROBERT RILEY, WILLIAM TEEPE, JAY \VERKMEISTER, BRIAN WIESE, RUSSELL Logistics Mgr MCGTT.T , BRETT Mixer BAGG, NATHAN FISHER, SCOTT HEROLD, JOSEPH MATTHIAS, MILES PURL, JAMES MU Sales Manager DUNCOMBE, DAVID TOLLY, MARSHAL Oven Operator . . . . . . . . . . . . . . . . . . . . . . . . MARQUIS, JOHN MILLER, CHRISTOPHER PAXTON, ARNOLD STEELE, MICHAEL THOMPSON, TYRONE Pan Feeder LINKENMEYER, TODD WILSON, ED Pan Racker BROWN, THERESA SNAPP, DANNY SNAPP, DUANE Payroll Coord w w MIT FR, DIANE Plant Operations Mgr YORK, BRUCE Plant Ops Asst Mgr MICHELSEN, DANIEL Plant Ops Supv DAVIS, TRAVIS Production Fnnn RICE, DOUGLAS ZINGG, KENT Production Worker DEDIC, CHRISTOPHER FULLER, BLAKE HALL, DAVID JOHNSON, RICK MARSILAT , WALTER ROWEN, MIKE SCHIPPER, TRENTON Pull Up Person (NU) ABBOTT, PAMELA ALLMAN, STANLEY BALSTER, LARRY BATEMAN, JOHN BEAN, DAVE BERGMAN, TINA BRESLEY, RONALD DAVIS, NORMA DOUGLAS, JENNIFER ENZOR, CHRISTOPHER GUTHRIE, ROBERT HAGEN, DEBBY HART, ROBERT HESSEL, LAWRENCE HUGHES, CHRIS HUMPHREY,TARA JOHNSON, SUZANNE JOHNSON, TIMOTHY KEMERLING, WILLIAM KLENZMAN, MARK LIEBUS, GAYLENE LOPSHIRE, ROBERT MADDOX, LARRY MANARY, ANGELENE PRF 52620 -6 OLSON, SARAH REGAN, ROGER RICE, BARBARA RUNNINGEN, DEAN SEVEY, PAMELA STOUFFER, ROBERT TREICI IEL, ROBERT WATSON, RICHARD WHERRY, JOHN WITTMAN, CARI Receiving Clrk BORRETT, KIM Retail Sales Assoc BREKKE, SANDRA CARVER, CASSANDRA CLARK, BRENDA DESPENAS, DENISE HIRSCH, JAYNE Retail Sales Coord AMES, HOLLY HARRELL, PATRICIA KEASEY, LINDA MERRIFIELD, SUSAN SCI 1111'1 "1', SHIRLEY STEELE, MARCIE WIEDER, JESSICA Retail Sales Manager BERGFELD JR, ROGER Route Sales Rep AHLGREN, RICHARD ANDERSON, JEREMY ANDERSON, KEVAN BEAVERS, THOMAS BREUER, ADAM BRYCE, BILLY BUTCHER, STEVEN CARLSON, PAUL CASEY, CARL CLARK, APRIL CLINE, VINCENT CRAWFORD,SCOTT DARE, RONALD DENGER, MICHAEL DIGHTON, ROBERT DURHAM, TERRIE FARRINGTON, LARRY FISCHER, TROY FLENKER, WAYNE FRIEDMEYER, GERALD FRITZ, ANTHONY GANN, HAROLD Attachment A GIBBONS, JAMES PAULEY, DAVID RUPP, BENJAMIN GRIESER, DWIGHT RIEGEL, BARRY SCHUMANN, JAMES HACKE, BRITTON ROBBINS, JUSTIN VASKE, DONNA HANSON, ROBERT ROBERTS, MIKE Rte Sales Rep Ref- Exception HARRELL, CHRISTOPEIER ROSE, KENNETH MAHOWALD, SEAN HARTWIG, THOMAS RUHD, JEFF Rte Sales Rep Trnee HASS, KURT SCHEFFERT, TERRY ELSENBAST, ROBERT HEATH, JEREMY SCHNEIDER, TODD Sanitation Manager _ ._ HEBERT, JASON SCHNICKER, DOUG CHRIST'ENSEN, MOURITZ HILL, MATTHEW SEEBERGER, GARY Sanitor HINKEL, TREVOR SPERRY, DARRELL BRESSON, JOE HOLDIMAN, CLARK STOCKBAUER, RODNEY HERNDON, JOSEPH HOLTER III, JOHN STOLL, CRAIG REGENOLD, BRIAN HOOP, CHARLES STONE, ERIC SAKANOVIC, SEBINA HOUTAKKER, BENJAMIN TAYLOR, PHILLIP SOTEROS, TERESA HOWARD, JAMES THOMAS, PATRICK \VACH, LAO IIODSON, JAMES TIGGES, DONAID Store Clerk HUMPHREY, ALAN UNI ER, JEREMY BECKMAN, ISABEL KELLNER, JAMES VANDERPLUYM, JON BROTEN, JULIE KOCH, SI LAWN VANDYKE, EUGENE BUSH, LORI KOPEL, JACK WEAVER, ROBERT CONNRT 1 Y, DEBORAH LAMBERT, DANIEL WEBER, MATTHEW FEEMSTER, CINDY LATHAM, KEITH WILKERSON, ROBERT HARDIMAN, SHARON LESAGE JR, RICIIARD YOUNG, MATTHEW LANGLEY, CHARLENE LONG, STEVEN ZANG, JAMIE LEHMAN, BONNIE MALLON, ERIC ZEMANEK, JAMES MURPHY, NICK MANARY, CURTIS Route Sales Rep,- Exception PROCIW, ANDREW MANDERS, RANDY PRENTICE, JOHN ROSZELL, PATRICIA MARTIN, WILLIAM VINSON, MATTHEW SCHREINER, DEBRA ML \TTHEWS, DAVID WRIGHTSMAN, JOHN VAZQUEZ, TARA MAUER, BRIAN Route Sales Vac Relief (N /U) WALSH, JOANNE MCCLEISI -I, DAR \VIN HARKNESS, BRIAN YEARLING, DEBRA MCINTOSH, JOHN JAMES, SHA \VN Store Clerk- Part-Time MCKIM, MICHAEL SALYER, KENNETH DURBIN BENGE, SANDRA MEEKS, LARRY Rte Sales Rep Rel HUBANKS, BROOKE MICULINICH, MICHAEL BECHTEL, BILLY Transport Driver MOHR, DAVID BRITSON, DAVID BALVANZ, MARTIN MOSS, WALTER CHRISTENSEN, CHRIS BEARMAN, DAVID NELSON, TODD DAVIS, HARRY CUNNINGHAM, RICHARD OLSON, JEFF EIKE, SHILO DERIFIELD, DANNY O1'IEN, JOSEPH GOULD, KEVIN ESTLING, PATRICK OTTEN, PERRY MCLEMORE, MARK GARBES, BRIAN PACE, DELANEY MILBRANDT, SEAN GATES, EDWARD PATTON, RONALD GRINNELL, JON HOPPER, CONRAD JOHANNS, THOMAS KNAVEL, JEFF LAURITSEN, DONALD MATTSON, ROBERT NEWGREN, MARK ROSS, BRYAN SEE, JERAMEY SHORT, CORY SHOWERS, NOEL SICKELS, RUSTY \VIRTZ, KEVIN Truck Loader BEEM, PAUL GOOD, JASON HAWKINS, KATHY HEIDEMANN, MICHAEL KIRCHOFF, SCOTT LITLREL, DAVID RODGERS, KEVIN SICKLES, RODNEY THILL, MICHAEL WRIGHT, DONNA VAC Relief Shipping RINGLER, ERON Vacation Relief Production GALLIGAN, KENNT,TH GAVRIC, SASA WILSON, JAMES WrapMachine OQr ._ BARKER, KEVIN BURT, PERCY FERGUSON, JEFFREY HENDERSON, PERCY LOFTUS, JOSH ROBINSON, ANDREW VAUGHN, BRUCE Wrking Foreperson - Shipping DAVIS, ROBERT SMITH, LESTER Hostess Brands May 4, 2012 VIA USPS Ted A. Harms State Rapid Response Coordinator Iowa Workforce Development 3420 University Avenue Waterloo, IA 50701 VIA USPS Roy D. Buol Mayor 50 West 13th Street Dubuque, IA 52001 VIA USPS Wayne Demmer Chair, Dubuque County Board of Supervisors 9018 Lone Pine Road Epworth, IA 52045 Wonder Re: Conditional Notice Pursuant to the Worker Adjustment and Retraining Notification Act Dear Mr. Buol: e&://4rin r4/9 ,RECER/E% 12MAY -8 Pii 1 :55 City Clerk's Offic Dubuque, IA Hostess Brands, Inc. (including its affiliate Interstate Brands Corporation, "Hostess" or the "Company ") filed for chapter 11 relief on January 11, 2012 (the "Filing "). The Company has been actively engaged in discussions with various lenders and potential purchasers regarding Hostess' restructuring both before and after the Filing. Our primary focus is to complete our restructuring of the Company and emerge from chapter 11 as a viable company. However, it is possible that, despite our best efforts, certain events may occur that would require Hostess to sell all or portions of its business and /or wind down its operations and liquidate. Despite the uncertainty of what may happen, the federal Worker Adjustment and Retraining Notification Act and certain related State statutes (collectively, "WARN") generally require employers to provide advance notice in the event of certain covered employment actions. To comply with any WARN obligations Hostess may have, this letter is intended to give you conditional notice that, based upon the best information reasonably available to Hostess at this tune, it is possible that one of the following events may occur: • The board of directors authorizes, or seeks court authorization for, the pursuit of a sale of all or a substantial portion of all of Hostess' assets; • The board of directors authorizes, or seeks court authorization for, Hostess to stop pursuing the restructuring of its business; • More than 20% of Hostess' aggregate workforce is laid off after January 11, 2012; • Hostess receives an unsatisfactory resolution of its pending motion before the bankruptcy court regarding certain modifications to its collective bargaining agreements with the Bakers and /or the Teamsters; • There is a strike, walkout, lockout, slowdown or other work stoppage that is likely to have a material 6031 Connection Drive, Irving, TX 75039 - (972) 532 -4500 adverse effect on Hostess; or • Hostess seeks bankruptcy court approval to commence a sale of property while in bankruptcy which accounts for more than 20% of Hostess' consolidated net sales as reported on Hostess' financial statements for the twelve -month period preceding January 11, 2012. If one of these events occurs, Hostess may begin the process of permanently ceasing operations, and significantly scaling down operations at its Dubuque IA -3135 Cedar Crest Rd located at 3135 Cedar Crest Ridge, Dubuque, IA 52001, as early as 60 days from the receipt of this notice. In such an event, Hostess currently expects substantially all employee separations to occur within 60 days of the receipt of this notice or within a 14 -day period thereafter. At the end of this process, the entire Dubuque IA -3135 Cedar Crest Rd would be permanently closed. There will be no bumping rights available to employees in this circumstance. A listing of the job titles of the positions that we would expect to be affected, and the names of the employees in each of those job classifications is attached as Attachment A. Some of the affected employees are represented by one of the twelve unions listed below. The chief elected union officers and their addresses are: James P. Hoffa General President International Brotherhood of Teamsters 25 Louisiana Avenue, N.W. Washington, D.C. 20001 Frank Hurt International President Bakery, Confectionery, Tobacco Workers, and Grain Millers International Union 10401 Connecticut Avenue Kensington, MD 20895 -3951 John P. Ryan International President Glass, Molders, Pottery Plastics & Allied Workers International Union 608 E. Baltimore Pike Media, PA 19063 -1735 Thomas Buffenbarger President International Association of Machinists and Aerospace Workers 9000 Machinists Place Upper Marlboro, MD 20772 -2687 George J. Francisco, Jr. President International Brotherhood of Fireman and Oilers 1900 L. Street NW, Suite 502 Washington, DC 20036 Vincent J. Giblin General President International Union of Operating Engineers 3438 1125 17th Street, NW Washington, DC 20036 Michael Malecki President United Brotherhood of Carpenters Millwright and Mill Cabinet 101 Constitution Ave NW, 10th Floor Washington, D.C. 20001 Michael Goodwin President Office and Professional Employees International Union 265 W. 14th Street, Suite 610 New York, NY 10011 Stuart Appelbaum President Retail, Wholesale, and Department Store Unions 30 East 29th Street New York, NY 10016 Ron Gettelfinger President United Automobile, Aerospace & Agricultural Implement Workers of America 8000 East Jefferson Avenue Detroit, MI 48214 Joseph C. Hansen President United Food and Commercial Workers International Union 1775 K Street, NW Washington, DC 20006 Leo W. Gerard International President United Steelworkers of America Five Gateway Center Pittsburgh, PA 15222 Hostess has sent notice to the International Presidents of the above -listed unions and provided copies to their Local Business Agents. Again, our primary focus is to complete our restructuring and emerge from chapter 11 as a viable Company. If you have any questions, or would like further information, please contact our AskHR call center at 1- 800 - Hostess (1- 800 -467- 8377). Very truly yours, Christopher J. Knipp 3438 WorkState �� 1 Personnel area Job Title "' i' 3438 Loader Pull Up Person (NU) Retail Sales Assoc Route Sales Rep Rte Sales Rep Ret Store Clerk Cast/Ffrst Name HAYES, AARON HESSEL, LAWRENCE REGAN, ROGER RUNNINGEN, DEAN HIRSCH, JAYNE. BEAU, THOMAS HOUTAKKER, BENJAMIN MANDERS, RANDY MEISSNER, BLAKE ROBBINS, JUSTIN WEBER, MATTHEW VASKE, DONNA LEHMAN, BONNIE Attachment A Home Address_._,.._. _..... ,, Addres's2 2185 Sunnyslope Drive Number 3 160 Summer Drive (blank) 2556 Jackson Street (blank) 912 Park Avenue Apt 1 728 East 22nd Street (blank) 609 E Clay Street (blank) 2983 Brunswick St (blank) 2941 Indiana Street (blank) 2288 Palmer Drive (blank) 14665 Homer Rd (blank) 124 Liberty Street (blank) 2595 White Street (blank) 145 Valley Street (blank) Dubuque Dubuque Dubuque Galena Dubuque Cuba City Dubuque Dubuque Dubuque Fennimore Manchester Dubuque Dubuque IA 52002 IA 52002 IA 52001 IL 61036 IA 52001 WI 53807 IA 52001 IA 52001 IA 52002 WI 538099670 IA 52057 IA 52001 IA 52003 eadcount