Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 20± 96K
2: EX-3 Articles of Incorporation/Organization or By-Laws 7± 34K
10: EX-10.VIV Material Contract 5± 22K
3: EX-10.XII Material Contract 9± 34K
4: EX-10.XIII Material Contract 12± 46K
5: EX-10.XIV Material Contract 4± 19K
6: EX-10.XV Material Contract 4± 18K
7: EX-10.XVI Material Contract 4± 19K
8: EX-10.XVII Material Contract 5± 25K
9: EX-10.XVIII Material Contract 3± 14K
11: EX-10.XX Material Contract 7± 32K
12: EX-11 Statement re: Computation of Earnings Per Share 5± 29K
13: EX-13 Annual or Quarterly Report to Security Holders 5± 31K
14: EX-21 Subsidiaries of the Registrant 4± 19K
15: EX-23 Consent of Experts or Counsel 1 7K
16: EX-27 Financial Data Schedule (Pre-XBRL) 1 9K
EX-3 — Articles of Incorporation/Organization or By-Laws
BYLAWS
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OF
RALSTON PURINA COMPANY
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(AS AMENDED NOVEMBER 16, 1995)
ARTICLE I - SHAREHOLDERS
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SECTION 1. ANNUAL MEETING: The annual meeting of shareholders shall be held
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at the principal office of the Company, or at such other place either within or
without the State of Missouri as the Directors may from time to time determine,
at 2:00 P.M. on the third Thursday in January in each year, or such other time
as may be determined by the Chairman of the Board, or if said day be a legal
holiday then on the next succeeding business day, to elect Directors and
transact such other business as may properly come before the meeting.
SECTION 2. SPECIAL MEETINGS: Special meetings of shareholders may be called
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by the Chairman of the Board, the President or the Secretary, or in any other
manner permitted by law; and each such meeting shall be held at such time, and
at such place either within or without the State of Missouri, as may be
specified in the notice thereof.
SECTION 3. NOTICE: Notice of each annual or special meeting of
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shareholders, stating the time and place thereof, shall be served upon or mailed
to each shareholder of record entitled to vote at such meeting at least ten days
but not more than seventy days prior to the meeting. Such other or additional
notice shall be given as may be required by law.
SECTION 4. QUORUM: At any meeting of shareholders, the holders of a
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majority of the outstanding shares entitled to vote thereat and the holders of a
majority of the votes of the outstanding shares entitled to vote thereat, and
present in person or represented by proxy, shall constitute a quorum for all
purposes. The holders of a majority of the outstanding shares present and
entitled to vote at any meeting and a majority of the votes of such shares may
adjourn the same from time to time to a specified date not more than ninety days
after such adjournment, without notice other than announcement at the meeting,
and any business may be transacted at such adjourned meeting as originally
notified.
At any meeting of shareholders, only such business shall be conducted as
shall have been properly brought before the meeting. In addition to any other
requirements imposed by or pursuant to law, the Articles or these Bylaws, each
item of business to be properly brought before a meeting must (i) be specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board or the persons calling the meeting pursuant to these
Bylaws; (ii) be otherwise properly brought before the meeting by or at the
direction of the Board; or (iii) be otherwise properly brought before the
meeting by a shareholder. For business to be properly brought before a meeting
by a shareholder, the shareholder must have given timely notice thereof in
writing to the Secretary of the Company. To be timely, a shareholder's notice
must be delivered to or mailed and received at the principal executive offices
of the Company not less than twenty-five days prior to the meeting; provided,
however, that in the event that less than, twenty-five days' notice or prior
public disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder to be timely must be so received not later than the
seventh day following the day on which such notice of the date of the meeting
was mailed or such public disclosure was made. A shareholder's notice to the
Secretary shall set forth as to each matter he or she proposes to bring before
the meeting (i) a brief description of the business desired to be brought before
the meeting and the reasons for conducting such business at the meeting; (ii)
the name and address, as they appear in the Company's shareholder records, of
the shareholder(s) proposing such business; (iii) the class and number of shares
of the Company's capital stock which are beneficially owned by the proposing
shareholder(s), and (iv) any material interest of the proposing shareholder(s)
in such business. Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at a meeting except in accordance with the
procedures set forth in this Section. The Chairman of the meeting shall, if the
facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the provisions of this
Section, and if he or she should so determine, shall so declare to the meeting
and any such business not properly brought before the meeting shall not be
transacted. The Chairman of the meeting shall have absolute authority to decide
questions of compliance with the foregoing procedures, and his or her ruling
thereon shall be final and conclusive.
SECTION 5. ORGANIZATION: Each meeting of shareholders shall be convened by
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the President, Secretary or other officer or person calling the meeting by
notice given in accordance with these Bylaws. The Chairman of the Board, or any
person appointed by the Chairman of the Board prior to any meeting of
shareholders, shall act as Chairman of each meeting of shareholders. In the
absence of the Chairman of the Board, or a person appointed by the Chairman of
the Board to act as Chairman of the meeting, the shareholders present at the
meeting shall designate a shareholder present to act as Chairman of the meeting.
The Secretary of the Company, or a person designated by the Chairman, shall act
as Secretary of each meeting of shareholders. Whenever the Secretary shall act
as Chairman of the meeting, or shall be absent, the Chairman of the meeting
shall appoint a shareholder present to act as Secretary of the meeting.
ARTICLE II - BOARD OF DIRECTORS
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SECTION 1. ELECTION; TENURE; QUALLFLCATLONS: The Board of Directors shall
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consist of not less than nine nor more than eighteen members, such Directors to
be classified in respect of the time for which they shall severally hold office
by dividing them into three classes of approximately equal size, each class to
be elected for a term of three years; and the number of Directors shall be fixed
by a resolution of the Board of Directors adopted from time to time.
Directors shall be elected at each annual meeting of shareholders, to hold
office until the expiration of the term of their respective class, or until
their respective successors shall be elected and shall qualify.
Nominations of persons for election to the Board of Directors of the
Company may be made at a meeting of shareholders by or at the direction of the
Board or any committee thereof designated by the Board, or by any shareholder of
the Company entitled to vote for the election of Directors at the meeting who
complies with the procedures set forth herein. In order for persons nominated to
the Board, other than those persons nominated by or at the direction of the
Board, to be qualified to serve on the Board, such nominations shall be made
pursuant to timely notice in writing to the Secretary of the Company. To be
timely, a shareholder's notice shall be delivered to or mailed and received by
the Secretary of the Company not less than twenty-five days prior to the
meeting; provided, however, that in the event that less than twenty-five days'
notice or prior public disclosure of the date of the meeting is given or made to
shareholders by the Company, notice by the shareholder to be timely must be so
received not later than the close of business on the seventh day following the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made. Such shareholder's notice shall set forth (i) as to each
person whom the shareholder proposes to nominate for election or re-election as
a Director, (A) the name, age, business address and residence address of such
person, (B) the principal occupation or employment of such person for the
previous five years, (C) the class and number of shares of the Company's capital
stock which are beneficially owned by such person, (D) such person's written
consent to being named as a nominee and to serving as a Director if elected, and
(E) any other information relating to such person that is required to be
disclosed in solicitations of proxies for election of Directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended, and (ii) as to the shareholder(s) making the nomination
(A) the name and address, as they appear in the Company's shareholder records,
of such shareholder(s) and (B) the class and number of shares of the Company's
capital stock which are beneficially owned by such shareholder(s). No person
shall be qualified for election as a Director of the Company unless nominated in
accordance with the procedures set forth in this Section 1. The Chairman of a
meeting shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the procedures prescribed by the
Bylaws, and if he or she should so determine, shall so declare to the meeting,
and the defective nomination shall be disregarded. The Chairman of a meeting
shall have absolute authority to decide questions of compliance with the
foregoing procedures, and his or her ruling thereon shall be final and
conclusive.
SECTION 2. POWERS: The Board of Directors shall have power to manage and
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control the property and affairs of the Company, and to do all such lawful acts
and things which, in their absolute judgment and discretion, they may deem
necessary and appropriate for the expedient conduct
and furtherance of the Company's business.
SECTION 3. CHAIRMAN: The Directors shall elect one of their number to be
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Chairman of the Board. The Chairman shall preside at all meetings of the Board,
unless absent from such meeting, in which case, if there is a quorum, the
Directors present may elect another Director to preside at such meeting.
SECTION 4. MEETINGS: Regular meetings of the Board may be held without
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notice at such time and place either within or without the State of Missouri as
shall from time to time be determined by the Chairman of the Board. Special
meetings of the Board may be held at any time and place upon the call of the
Chairman of the Board, President, or Secretary of the Company.
SECTION 5. QUORUM: A majority of the full Board of Directors shall
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constitute a quorum at all meetings of the Board, and the act of the majority of
the Directors present at any meeting at which a quorum is present shall be the
act of the Board of Directors unless a greater number of Directors is
required by the Articles of Incorporation, the Bylaws or by law. At any meeting
of Directors, whether or not a quorum is present, the Directors present thereat
may adjourn the same from time to time without notice other than announcement at
the meeting.
SECTION 6. VACANCIES: Vacancies on the Board and newly created
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directorships resulting from any increase in the number of Directors to
constitute the Board of Directors may be filled by a majority of the Directors
then in office, although less than a quorum, or by a sole remaining Director,
until the next election of Directors by the shareholders of the corporation.
SECTION 7. COMPENSATION OF DIRECTORS: The Board of Directors may, by
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resolution passed by a majority of the whole Board, fix the terms and amount of
compensation payable to any person for his services as Director, if he is not
otherwise compensated for services rendered as an officer or employee of the
Company; provided, however, that any Director may be reimbursed for reasonable
and necessary expenses of attending meetings of the Board, or otherwise incurred
for any Company purpose; and provided, further, that members of special or
standing committees may also be allowed compensation and expenses similarly
incurred.
SECTION 8. COMMITTEES OF THE BOARD OF DIRECTORS: The Board of Directors
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may, by resolution passed by a majority of the whole Board, designate two or
more Directors to constitute an Executive Committee of the Board which shall
have and exercise all of the authority of the Board of Directors in the
management of the Company, in the intervals between meetings of the Board of
Directors. In addition, the Board may appoint any other committee or committees,
with such members, functions, and powers as the Board may designate. The Board
shall have the power at any time to fill vacancies in, to change the size or
membership of, or to dissolve, any one or more of such committees. Each such
committee shall have such name as may be determined by the Board, and shall keep
regular minutes of its proceedings and report the same to the Board of Directors
for approval as required.
ARTICLE III - OFFICERS
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SECTION 1. OFFICERS; ELECTION: The officers of the Company shall be a
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Chairman of the Board, a Chief Executive Officer, a President, and a Secretary,
and may be, as the Board may from time to time designate, one or more Vice
Chairmen of the Board, one or more Executive Vice Presidents, one or more Senior
Vice Presidents, one or more Group Vice Presidents, one or more Vice Presidents,
a General Counsel, a Treasurer, a Controller, and one or more Assistant
Secretaries, Assistant Treasurers, and Assistant Controllers. All officers of
the Company shall be elected by the Board of Directors, except that Assistant
Secretaries, Assistant Treasurers and Assistant Controllers may be appointed by
the Chairman of the Board. Any two or more offices may be held by the same
person except the offices of Chairman of the Board and Secretary.
SECTION 2. TERMS: COMPENSATION: All officers of the Company shall hold
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office at the pleasure of the Board of Directors. The compensation each officer
is to receive from the Company shall be determined in such manner as the Board
of Directors shall from time to time prescribe.
SECTION 3. POWERS: DUTIES: Each officer of the Company shall have such
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powers and duties as may be prescribed by resolution of the Board of Directors
or as may be assigned by the Board of Directors or the Chief Executive Officer.
SECTION 4. REMOVAL: Any officer elected by the Board of Directors may be
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removed by the Board of Directors whenever in its judgment the best interest of
the Company will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the officer so removed. The Chairman of the
Board may suspend any officer until the Board of Directors shall next convene.
ARTICLE IV - CAPITAL STOCK
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SECTION 1. STOCK CERTIFICATES: All certificates of stock of the Company
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shall be signed by the Chairman of the Board or the President or a Vice
President and the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer of the Company, and shall bear the corporate seal of the
Company. To the extent permitted by law, the signatures of such officers, and
the corporate seal, appearing on certificates of stock, may be facsimile,
engraved or printed. In case any such officer who signed or whose facsimile
signature appears on any such certificate shall have ceased to be such officer
before the certificate is issued, such certificate may nevertheless be issued by
the Company with the same effect as if such officer had not ceased to be such
officer at the date of its issue.
The Company shall not issue a certificate for a fractional share; however,
the Board of Directors may issue, in lieu of any fractional share, scrip or
other evidence of ownership upon such terms and conditions as it may deem
advisable.
All certificates of stock of each class and series shall be numbered
appropriately.
SECTION 2. RECORD OWNERSHIP: The corporation shall maintain a record of the
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name and address of the holder of each certificate, the number of shares
represented thereby, and the date of issue and the number thereof. The Company
shall be entitled to treat the holder of record of any share of stock as the
holder in fact thereof, and accordingly it will not be bound to recognize any
equitable or other claim of interest in such share on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Missouri.
SECTION 3. TRANSFERS: Transfers of stock shall be made on the books of the
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Company only by direction of the person named in the certificate, or by an
attorney lawfully constituted in writing, and upon the surrender of the
certificate therefor.
SECTION 4. TRANSFER AGENTS; REGISTRARS: The Board of Directors shall, by
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resolution, from time to time appoint one or more Transfer Agents, that may be
officers or employees of the Company, to make transfers of shares of stock of
the Company, and one or more Registrars to register shares of stock issued by or
on behalf of the Company. The Board of Directors may adopt such rules as it may
deem expedient concerning the issue, transfer and registration of stock
certificates of the Company.
SECTION 5. LOST CERTIFICATES: Each person whose certificate of stock has
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been lost, stolen or destroyed shall be entitled to have a replacement
certificate issued in the same name and for the same number of shares as the
original certificate, provided that such person has first filed with such
officers of the Company, Transfer Agents and Registrars, as the Board of
Directors may designate, an affidavit stating that such certificate was lost,
stolen or destroyed and a bond of indemnity, each in the form and with such
provisions as such officers, Transfer Agents and Registrars may reasonably deem
satisfactory.
SECTION 6. TRANSFER BOOKS; RECORD DATES: The Board of Directors shall have
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power to close the stock transfer books of the Company as permitted by law;
provided, however, that in lieu of closing the said books, the Board of
Directors may fix in advance a date, not exceeding seventy days
preceding the date of any meeting of shareholders, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of shares shall go into effect, as a record
date for the determination of the shareholders entitled to notice of, and to
vote at, any such meeting, and any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights or to exercise
the rights in respect of any such change, conversion or exchange of shares, and
in such case such shareholders and only such shareholders as shall be
shareholders of record on the date of closing the transfer books or on the
record date so fixed shall be entitled to notice of, and to vote at, such
meeting, and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any shares on the books of the Company after
such date of closing of the transfer books or such record date fixed as
aforesaid.
ARTICLE V - OFFICES, SEAL, BOOKS, FISCAL YEAR
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SECTION 1. OFFICES: The principal office of the Company shall be located at
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Checkerboard Square, St. Louis, Missouri 63164.
SECTION 2. SEAL: The corporate seal of the Company shall be a circular
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seal; the words "RALSTON PURINA COMPANY, ST. LOUIS, MO." shall be embossed in
the outer margin; a nine-square bordered design, and the symbol "SEAL 1894"
shall be embossed in the central circular field; an impression of the same is
set forth hereon.
SECTION 3. PLACE FOR KEEPING BOOKS AND SEAL: The books of the Company, and
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its corporate minutes and corporate seal, shall be kept in the custody of the
Secretary at the principal office of the Company, or at such other place or
places and in the custody of such other person or persons as the Board of
Directors may from time to time determine.
SECTION 4. FISCAL YEAR: The fiscal year of the Company shall commence with
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Dates Referenced Herein and Documents Incorporated by Reference
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