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Ralston Purina Co – ‘10-K’ for 9/30/00

On:  Thursday, 12/21/00, at 4:27pm ET   ·   For:  9/30/00   ·   Accession #:  81870-0-41   ·   File #:  1-04582

Previous ‘10-K’:  ‘10-K’ on 12/15/99 for 9/30/99   ·   Latest ‘10-K’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size

12/21/00  Ralston Purina Co                 10-K        9/30/00   27:392K

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         21±   108K 
 2: EX-3.II     Articles of Incorporation/Organization or By-Laws      7±    37K 
 3: EX-10.XXI   Material Contract                                      3±    19K 
 4: EX-10.XXII  Material Contract                                      2     19K 
 5: EX-10.XXIII  Material Contract                                     2±    15K 
 6: EX-10.XXIV  Material Contract                                     12     60K 
11: EX-10.XXIX  Material Contract                                      3     21K 
 7: EX-10.XXV   Material Contract                                      2±    12K 
 8: EX-10.XXVI  Material Contract                                      3     19K 
 9: EX-10.XXVII  Material Contract                                     3     20K 
10: EX-10.XXVIII  Material Contract                                    1      9K 
12: EX-10.XXX   Material Contract                                      3     21K 
13: EX-10.XXXI  Material Contract                                      4±    23K 
14: EX-10.XXXII  Material Contract                                     2±    11K 
15: EX-10.XXXIII  Material Contract                                   10     57K 
16: EX-10.XXXIV  Material Contract                                     4     23K 
17: EX-10.XXXV  Material Contract                                      2     14K 
18: EX-10.XXXVI  Material Contract                                     5±    28K 
19: EX-10.XXXVII  Material Contract                                    2     18K 
20: EX-10.XXXVIII  Material Contract                                   2     17K 
21: EX-13       Annual or Quarterly Report to Security Holders        38    263K 
22: EX-21       Subsidiaries of the Registrant                         2±    11K 
23: EX-23       Consent of Experts or Counsel                          1     10K 
24: EX-27.I     Financial Data Schedule (Pre-XBRL)                     1     11K 
25: EX-27.II    Financial Data Schedule (Pre-XBRL)                     1     12K 
26: EX-27.III   Financial Data Schedule (Pre-XBRL)                     2±    13K 
27: EX-27.IV    Financial Data Schedule (Pre-XBRL)                     1     12K 


10-K   —   Annual Report
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 1. Business
"Item 2. Properties
3Item 3. Legal Proceedings
"Item 4. Submission of Matters to A Vote of Security Holders
"Item 4.A. Executive Officers of the Registrant
4Item 5. Market for Registrant's Common Stock and Related Stockholder Matters
"Item 6. Selected Financial Data
"Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
"Item 7A. Quantitative and Qualitative Disclosure About Market Risk
"Item 8. Financial Statements and Supplementary Data
"Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
"Item 10. Directors of the Registrant
"Item 11. Executive Compensation
"Item 12. Security Ownership of Certain Beneficial Owners and Management
"Item 13. Certain Relationships and Related Transactions
5Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ------------------------------------------- FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000 COMMISSION FILE NO. 1-4582 RALSTON PURINA COMPANY INCORPORATED IN MISSOURI - IRS EMPLOYER IDENTIFICATION NO. 43-0470580 CHECKERBOARD SQUARE, ST. LOUIS, MISSOURI 63164 REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 314-982-1000 -------------------------------------------- SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: [Enlarge/Download Table] Title of each class. . . . . . . . . . . . Name of each exchange on which registered ------------------------------------------ ----------------------------------------- RALSTON PURINA COMPANY . . . . . . . . . . NEW YORK STOCK EXCHANGE, INC. COMMON STOCK, PAR VALUE $.10 PER SHARE . . CHICAGO STOCK EXCHANGE PACIFIC STOCK EXCHANGE INCORPORATED RALSTON PURINA COMPANY . . . . . . . . . . NEW YORK STOCK EXCHANGE, INC. COMMON STOCK PURCHASE RIGHTS . . . . . . . CHICAGO STOCK EXCHANGE PACIFIC STOCK EXCHANGE INCORPORATED 9 1/4% DEBENTURES. . . . . . . . . . . . . NEW YORK STOCK EXCHANGE, INC. 9.30% DEBENTURES . . . . . . . . . . . . . NEW YORK STOCK EXCHANGE, INC. 8 5/8% DEBENTURES. . . . . . . . . . . . . NEW YORK STOCK EXCHANGE, INC. 8 1/8% DEBENTURES. . . . . . . . . . . . . NEW YORK STOCK EXCHANGE, INC. 7 7/8 % DEBENTURES . . . . . . . . . . . . NEW YORK STOCK EXCHANGE, INC. 7 3/4% DEBENTURES. . . . . . . . . . . . . NEW YORK STOCK EXCHANGE, INC. Registrant 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 and has been subject to such filing requirements for the past 90 days. Yes: X No: 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 the definitive proxy statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes: X No:
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AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NONAFFILIATES OF THE REGISTRANT AS OF THE CLOSE OF BUSINESS ON NOVEMBER 1, 2000: $7,527,364,006. (Excluded from this figure is the voting stock held by Registrant's Directors, who are the only persons known to Registrant who may be considered to be its "affiliates" as defined under Rule 12b-2.) Number of shares of Ralston Purina Company Common Stock ("RAL Stock"), $.10 par value, outstanding as of close of business on December 20, 2000: 309,080,723. DOCUMENTS INCORPORATED BY REFERENCE 1. Portions of Ralston Purina Company Annual Report to Shareholders 2000 (Parts I and II of Form 10-K). 2. Portions of Ralston Purina Company Notice of Annual Meeting and Proxy Statement dated December 11, 2000 (Part III of Form 10-K). PART I ITEM 1. BUSINESS. The Company, incorporated in Missouri in 1894, is the world's largest producer of dry dog and dry and soft-moist cat foods. The Company is also a major producer of other pet products, including cat box filler. The Company has a number of trademarks, such as PURINA, the CHECKERBOARD logo, DOG CHOW, CAT CHOW, MEOW MIX, PRO PLAN and TIDY CATS among others, which it considers of substantial importance and which it uses individually or in conjunction with other Company trademarks. The Company is presently comprised of three Business Segments - North American Pet Foods, International Pet Foods, and Golden Products. The North American Pet Foods (which includes Canadian operations) and International Pet Foods Segments produce and market dry dog foods, dry and soft-moist cat foods and pet treats under the PURINA name, including DOG CHOW, CAT CHOW and numerous other dog and cat food brands. The Golden Products Segment manufactures and markets cat box filler, and also markets related items such as dog litter and cat box liners and deodorizers, under the GOLDEN CAT name, including TIDY CATS and other brands. Operations of the Golden Products Segment are conducted primarily in the United States and Canada. On April 1, 2000, the Company distributed to its shareholders, in a tax-free spin-off, all of the outstanding capital stock of Energizer Holdings, Inc., a wholly owned subsidiary engaged in the battery products business. On April 1, 1998, the Company distributed to its shareholders, in a tax-free spin-off, all of the outstanding capital stock of Agribrands International, Inc., a wholly-owned subsidiary engaged in the international agricultural products business. On December 5, 1997, the Company acquired Edward Baker Petfoods, a British pet food manufacturer and a major supplier of branded and private label pet food products to the European market. On December 3, 1997, the Company, in a series of mergers and exchanges, sold its soy protein technologies business, the world's leading producer and marketer of high-quality dietary isolated soy protein and fiber food ingredients and a leading marketer of polymer products, to E.I. du Pont de Nemours and Company. The principal raw materials used in the North American and International Pet Foods Segments are grain and grain products, protein ingredients and meat by-products, and in the Golden Products Segment, clay, paper and silica gel. The Company purchases such raw materials from local, regional, national and international suppliers. The cost of raw materials used in these products may fluctuate due to weather conditions, government regulations, economic climate, or other unforeseen circumstances. The Company manages exposure to changes in the commodities markets as considered necessary by hedging certain of its ingredient requirements such as soybean meal, corn or wheat. Products of the North American and International Pet Foods Segments and the Golden Products Segment are marketed primarily through direct sales forces to grocers, mass merchandisers, specialty retailers, wholesalers and other customers. Competition is intense in all of the Company's Business Segments. The principal competitors in all Segments are regional, national and international manufacturers whose products compete with those of the Company for shelf space and consumer acceptance. During fiscal years 1998, 1999 and 2000, revenue from the Company's sales of its products to Wal-Mart Stores, Inc. and its affiliated companies was 18.0%, 20.3% and 24.0%, respectively, of the Company's consolidated revenues. Except for this relationship, the Company was not dependent upon any other single customer or a few customers, the loss of any one or more of which would have a material adverse effect on the Company. The operations of the Company are subject to various laws and regulations relating to public health, worker safety and the environment. The Company is not presently engaged in any material issues or controversies related to such matters. Compliance with laws regulating the discharge of materials into the environment or otherwise relating to the protection of the environment has not had a material effect on the Company's capital expenditures, earnings or competitive position. It is not expected that the Company will have material capital expenditures for environmental control facilities during the next fiscal year. As of September 30, 2000 the Company, as a whole, employed 4,380 employees in the United States and 2,369 outside of the United States. The descriptions of the businesses of, and the summary of selected financial data regarding, the Company appearing under "Ralston Purina Company-Financial Review-Highlights" on pages 14 through 15, "Ralston Purina Company-Financial Review-Liquidity and Capital Resources" on pages 18 through 19, "Ralston Purina Company-Financial Review-Operating Segment Information" on pages 16 through 18, "Ralston Purina Company-Notes to Financial Statements-Segment Information" on pages 44 through 45, and "Ralston Purina Company-Notes to Financial Statements-Summary of Accounting Policies-Research and Development" on page 29 of the Ralston Purina Company Annual Report to Shareholders 2000, are hereby incorporated by reference. ITEM 2. PROPERTIES. A list of the Company's principal plants and facilities as of the date of filing follows. The Company believes that such plants and facilities, in the aggregate, are adequate, suitable and of sufficient capacity for purposes of conducting its current business. [Download Table] NORTH AMERICAN PET FOODS PLANTS GOLDEN PRODUCTS PLANTS United States and Canada United States and Canada Atlanta, GA Bloomfield, MO Clinton, IA (1) King William, VA Davenport, IA Maricopa, CA Denver, CO Moncton, New Brunswick, Canada Dunkirk, NY Springfield, MO Flagstaff, AZ Innisfail, Alberta, Canada Packaging Facilities Mechanicsburg, PA Caledonia, Ontario, Canada (4) Mississauga, Ontario, Canada Oklahoma City, OK OTHER PROPERTIES Zanesville, OH RESEARCH FACILITIES Pet Food Ingredient Manufacturing Plant United States Hager City, WI Gray Summit, MO (2) St. Louis, MO (2) INTERNATIONAL PET FOODS PLANTS MACHINE SHOP AND FOUNDRY Chilton, United Kingdom St. Louis, MO Cornard Mills, United Kingdom Cuautitlan, Mexico ADMINISTRATIVE AND EXECUTIVE OFFICES Dubbo, Australia St. Louis, MO Encrucijada, Venezuela (3) Monjos, Spain Montfort-Sur-Risle, France Portogruaro, Italy Ribeirao Preto, Brazil Santo Tome, Argentina Veghel, The Netherlands
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In addition to the properties identified above, the Company and its subsidiaries own and/or operate sales offices, regional offices, storage facilities, distribution centers and terminals and related properties. (1) Leased pursuant to industrial revenue bond financing (2) Provides service for North American Pet Foods, International Pet Foods, and Golden Products (3) Also produces feed under a toll milling arrangement with Agribrands International, Inc. (4) Bulk packaging and distribution ITEM 3. LEGAL PROCEEDINGS. The Company is a party to a number of legal proceedings in various state, federal and foreign jurisdictions. These proceedings are in varying stages and many may proceed for protracted periods of time. Some proceedings involve highly complex questions of fact and law. In fiscal year 1997, the Company changed its method of computing foreign tax credits and, as a result, the Company recognized tax benefits of approximately $24 million related to a foreign tax credit refund claim for the years 1993 through 1995. The Internal Revenue Service has denied this refund claim. On July 3, 2000, the Company filed a petition in the United States Tax Court in order to pursue its refund claim. The Company believes that its claim is meritorious. Based upon the information currently available, the Company believes that its ultimate liability for all pending legal proceedings, asserted legal claims and known potential legal claims which are likely to be asserted, should not be material to its financial position. Such liability could, however, be material to results of operations or cash flows for a particular quarter or annual period. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Not applicable. ITEM 4.A. EXECUTIVE OFFICERS OF THE REGISTRANT. A list of the executive officers of the Company and their business experience follows: W. Patrick McGinnis, 53, Chief Executive Officer and President since June, 1999 -------------------- and executive officer since 1984. Co-Chief Executive Officer and co-President from October, 1997 to June, 1999; President and Chief Executive Officer, Pet Products Group 1992-2000; President and Chief Operating Officer, Grocery Products Group, 1989-1992; Vice President and President, Branded Foods Group, 1987-1989; Vice President and Executive Vice President, Grocery Products Division, 1984-1987; Division Vice President, Marketing, Grocery Products Division, 1983-1984; Executive Vice President and Director, Grocery Products Division, Ralston Purina Canada Inc., 1980-1983. Company service, 28 years. Terence E. Block, 52, Chief Operating Officer, North American Pet Foods since ------------------ June, 1999 and executive officer since March, 2000. Executive Vice President, Marketing and Customer Development, Pet Products Group, 1996-1999; Vice President, Customer Development, Pet Products Group, 1993-1996; Vice President and Director, Human Resources, Grocery Products Division, 1992-1993; Vice President and Director, Marketing, Grocery Products Division, 1986-1992. Company service, 22 years. James R. Elsesser, 56, Vice President and Chief Financial Officer since 1985 and ----------------- Treasurer since 1999, and executive officer since 1985; Vice President, March-September, 1985; Treasurer, February-September, 1985. Company service, 15 years. Nancy E. Hamilton, 50, Vice President, Secretary and Senior Counsel since 1996, ------------------ and executive officer since 1996; Senior Counsel and Assistant Secretary, 1994-1996. Company service, 15 years. Franklin W. Krum, 66, Chairman, Pet Products International since July, 1997 and ----------------- executive officer since March, 2000. President, Golden Products Division, 1995-1997. Business experience prior to Ralston Purina includes President and Chief Executive Officer, Golden Cat Company, 1990-1995; President and Chief Executive Officer, Alpo Petfoods, 1986-1990; Senior Vice President, Sales and Marketing, Alpo Petfoods, 1981-1985. Company service, 4 years. Stanley M. Rea, 58, Vice President and General Counsel since May, 2000 and ---------------- executive officer since March, 2000. Vice President and General Counsel, Pet Products Group, 1987-2000. Company service, 26 years. William H. Sackett, 54, Chief Administrative Officer and executive officer since ------------------ March, 2000. Chief Administrative Officer, Pet Products Group, 1999-2000. Executive Vice President and Chief Financial Officer, Pet Products Group, 1995-1999; Vice President and Director, Finance and Administration, Pet Products Group, 1992-1995; Chief Financial Officer, Keystone Resorts Management, Inc., 1990-1992; Vice President and Controller, Branded Foods Group, 1987-1990; Vice President and Controller, Specialty Foods Division, 1985-1987. Company service, 29 years. Robert C. Watt, 48, President, Golden Products Division since June, 1997 and ---------------- executive officer since March, 2000. Executive Vice President, Golden Products Division, 1995-1997; Vice President and Director, Marketing, Grocery Products Division, 1988-1995. Company service, 20 years. Anita M. Wray, 46, Vice President and Controller since 1994, and executive --------------- officer since 1994; Vice President and Director of Financial Accounting Services, 1985-1994. Company service, 21 years. (Ages and years of service as of September 30, 2000.)
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PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS. The Company's common stock ("RAL Stock") is listed on the New York Stock Exchange, Chicago Stock Exchange, Pacific Stock Exchange and has unlisted trading privileges on the Philadelphia, Boston and Cincinnati Stock Exchanges. As of September 30, 2000, there were 22,756 shareholders of record of the RAL Stock. The following tables set forth dividends paid and range of market prices for the RAL Stock (for the year ended September 30): DIVIDENDS PAID 2000 1999 ---- ---- First Quarter $.10 $.10 Second Quarter .10 .10 Third Quarter .07 .10 Fourth .07 .10 MARKET PRICE RANGE 2000 1999 ---- ---- RAL Stock RAL Stock --------- --------- First Quarter $32 1/2 - 25 1/2 $37 3/16 - 28 1/4 Second Quarter 29 3/4 - 23 1/4 32 1/2 - 25 13/16 Third Quarter 22 5/16 - 16 3/4* 33 - 25 5/8 Fourth Quarter 24 1/2 - 18 13/16* 30 7/8 - 27 1/4 * Prices reflect effects of Energizer Holdings, Inc. spin-off on April 1, 2000. There have been no unregistered offerings of registrant's equity securities during the period covered by this Annual Report on Form 10-K. ITEM 6. SELECTED FINANCIAL DATA. The summary of selected financial data regarding Ralston Purina Company appearing on pages 12 through 13, of the Ralston Purina Company Annual Report to Shareholders 2000, is hereby incorporated by reference. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Information appearing under "Ralston Purina Company-Financial Review" on pages 14 through 21 of the Ralston Purina Company Annual Report to Shareholders 2000, is hereby incorporated by reference. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK. Information appearing under "Ralston Purina Company-Financial Review-Market Risk Sensitive Instruments and Positions" on pages 20 through 21 of the Ralston Purina Company Annual Report to Shareholders 2000, is hereby incorporated by reference. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. The consolidated financial statements of the Company and its subsidiaries appearing on pages 23 through 47, together with the report thereon of PricewaterhouseCoopers LLP on page 22, and the supplementary data under "Ralston Purina Company-Quarterly Financial Information" on pages 48 through 49 of the Ralston Purina Company Annual Report to Shareholders 2000, are hereby incorporated by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. Not applicable. PART III ITEM 10. DIRECTORS OF THE REGISTRANT. The information regarding directors on pages 3 through 4, and information appearing under "Compliance With Section 16(a) Reporting" on page 2, of the Ralston Purina Company Notice of Annual Meeting and Proxy Statement dated December 11, 2000, is hereby incorporated by reference. ITEM 11. EXECUTIVE COMPENSATION. Information appearing under "Executive Compensation" on pages 13 through 20, "Common Stock Ownership Of Directors and Executive Officers" on pages 11 through 12, and "Director Compensation" on page 6 of the Ralston Purina Company Notice of Annual Meeting and Proxy Statement dated December 11, 2000, is hereby incorporated by reference. Despite anything to the contrary in any of the Company's previous SEC filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate future filings, including the Ralston Purina Company Notice of Annual Meeting and Proxy Statement dated December 11, 2000, in whole or in part, the Human Resources Committee Report on Executive Compensation, the Ralston Purina Company Audit Committee Report and Audit Committee Charter and the Performance Graph from the Ralston Purina Company Notice of Annual Meeting and Proxy Statement dated December 11, 2000 will not be incorporated by reference into this Annual Report on Form 10-K or into any other filings. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. The discussion of the security ownership of certain beneficial owners and management appearing under "Stock Ownership Information" on page 11 and "Common Stock Ownership of Directors and Executive Officers" on pages 11 through 12 of the Ralston Purina Company Notice of Annual Meeting and Proxy Statement dated December 11, 2000, is hereby incorporated by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Information appearing under "Certain Relationships and Related Transactions" on page 7 of the Ralston Purina Company Notice of Annual Meeting and Proxy Statement dated December 11, 2000, is hereby incorporated by reference.
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PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. 1. Documents filed with this report: a. Financial statements previously incorporated by reference under Item 8 herein. - Report of Independent Accountants. - Consolidated Statement of Earnings -- for years ended September 30, 2000, 1999 and 1998. - Consolidated Balance Sheet -- for years ended September 30, 2000 and 1999. - Consolidated Statement of Cash Flows -- for years ended September 30, 2000, 1999 and 1998. - Consolidated Statement of Shareholders Equity -- for years ended September 30, 2000, 1999 and 1998. - Notes to Financial Statements. b. Exhibits (Listed by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K). (3i) The Restated Articles of Incorporation of Ralston Purina Company, effective as of February 23, 1999, are hereby incorporated by reference to the Company's Form 10-K for the fiscal year ended September 30, 1999. (3ii) The Bylaws of Ralston Purina Company, as amended November 16, 2000. (4) The Rights Agreement, effective as of March 28, 1996, and as amended May 28, 1998, is hereby incorporated by reference to the Company's Amendment No.1 to Form 8-A Registration Statement filed on January 21, 1999. (4) Ralston Purina Company agrees to furnish the SEC, upon its request, a copy of any instrument defining the rights of holders of long-term debt of the Company and its consolidated subsidiaries and any of its unconsolidated subsidiaries for which financial statements are required to be filed. (10) Material Contracts. (i) The following material contracts are hereby incorporated by reference to the Company's Form 10-K for the fiscal year ended September 30, 1983. (a) Form of letter agreement dated June 18, 1982, to certain officers providing for deferral of bonuses for fiscal year 1982.* (b) Form of letter agreement to certain officers regarding Deferred Bonus Plan.* (ii) The following material contracts are hereby incorporated by reference to the Company's Form 10-K for the fiscal year ended September 30, 1985. (a) Form of Agreement for Conversion of Deferred Compensation.* (b) Form of Agreement for Conversion of Existing Deferrals over $100,000.* (c) Form of Agreement for Conversion of 1968 Restricted Stock.* (d) Form of Agreement for Conversion of Benefits under the Supplemental Death Benefits Plan.* (e) Form of Agreement for Deferral of 1985 Annual Cash Bonus.* (f) Form of Agreement for Deferral of 1985 ITIP Award Accruals.* (iii) The following material contracts are hereby incorporated by reference to the Company's Form 10-K for the fiscal year ended September 30, 1987. (a) Form of Agreement for Deferral of 1986 Annual Cash Bonus.* (b) Form of Agreement for Deferral of 1986 ITIP Award Accruals.* (iv) The following material contracts are hereby incorporated by reference to the Company's Form 10-K for the fiscal year ended September 30, 1988. (a) Executive Life Plan, as amended September 24, 1987.* (b) Form of Agreements for Deferral of 1987 Annual and Special Cash Bonuses.* (c) Form of Agreements for Deferral of 1988 Annual and Special Cash Bonuses.* (d) Ralston Purina Company 1988 Incentive Stock Plan, as amended January 21 and March 25, 1988.* (e) Personal Financial Planning Program, as amended July 21, 1988.* (f) Executive Health Plan, as amended April 1, 1985, September 24, 1987 and July 21 and November 17, 1988.* (v) The following material contracts are hereby incorporated by reference to the Company's Form 10-K for the fiscal year ended September 30, 1989. (a) Ralston Purina Company Supplemental Retirement Plan, as amended May 26, 1989.* (b) Change in Control Severance Compensation Plan, as amended September 21, 1989.* (c) Executive Long-Term Disability Plan, as adopted September 22, 1989.* (d) Executive Savings Investment Plan, as amended May 25, 1989.* (e) Personal Financial Planning Program, as amended May 25, 1989.* (vi) The following material contracts are hereby incorporated by reference to the Company's Form 10-K for the fiscal year ended September 30, 1990. (a) Form of Agreement for Deferral of 1985, 1986 and 1989 Annual and Special Cash Bonuses.* (b) Form of letter amending Restricted Stock Awards and Non-Qualified Stock Options, as of September 27, 1990.* (vii) The following material contracts are hereby incorporated by reference to the Company's Form 10-K for the fiscal year ended September 30, 1991. (a) Form of Split Dollar Second to Die Insurance Agreement.* (b) Form of letter amending certain outstanding Restricted Stock Awards and Non-Qualified Stock Options, as of November 21, 1991.* (viii) The following material contracts are hereby incorporated by reference to the Company's Form 10-K for the fiscal year ended September 30, 1992. (a) Form of letter amending certain outstanding Restricted Stock Awards and Non-Qualified Stock Options, dated as of September 29, 1992.* (b) Form of Agreement for Deferral of 1991 Annual and Special Cash Bonuses.* (c) Form of Agreement for Deferral of 1991 Annual Cash Bonus.* (d) Form of 1991 Non-Qualified Stock Option.* (e) Form of Indemnification Agreement with directors and corporate officers.* (ix) The following material contracts are hereby incorporated by reference to the Company's Form 10-K for the fiscal year ended September 30, 1993. (a) Form of Agreement for Deferral of 1992 Annual and Special Bonuses.* (b) Form of Agreement for Deferral of 1992 Annual Cash Bonus.* (c) Form of Amendment to 1991 Non-Qualified Stock Option.* (d) Form of letter amending Restricted Stock Awards, dated as of September 24, 1993.* (x) The following material contracts are hereby incorporated by reference to the Company's Form 10-K for the fiscal year ended September 30, 1994. (a) The Agreement and Plan of Reorganization between the Company and Several of its Subsidiaries and Ralcorp Holdings, Inc. dated March 31, 1994 is incorporated by reference to the Company's Form 8-K/A dated April 14, 1994. (b) Trust Agreement between Ralston Purina Company and Wachovia Bank of North Carolina, N.A., dated as of September 15, 1994. (c) Leveraged Incentive Plan, adopted as of September 23, 1994.* (xi) The following material contracts are hereby incorporated by reference to the Company's Form 10-K for the fiscal year ended September 30, 1995. (a) Deferred Compensation Plan for Non-Management Directors, as amended September 25, 1987, July 22, 1988, May 25, 1990, October 27, 1992, July 30, 1993, November 18, 1993 and August 9, 1995.* (b) Deferred Compensation Plan for Key Employees, as amended September 21, 1989, April 9, 1990, November 21, 1990, December 11, 1992, July 30, 1993, November 18, 1993, and November 6, 1995.* (c) Form of March 23, 1995 Non-Qualified Stock Option Contract.* (d) Form of September 28, 1995 Non-Qualified Stock Option Contract.* (e) Form of September 28, 1995 Non-Qualified Performance Stock Option Contract.* (f) Form of Agreement for Deferral of 1995 Annual Cash Bonus.* (xii) The following material contracts are hereby incorporated by reference to the Company's Form 10-K for the fiscal year ended September 30, 1996. (a) Form of September 26, 1996 Non-Qualified Performance Stock Option Agreement.* (b) Form of September 26, 1996 Non-Qualified Stock Option Agreement.* (c) Deferred Compensation Plan for Non-Management Directors, as amended September 25, 1987, July 22, 1988, May 25, 1990, October 27, 1992, July 30, 1993, November 18, 1993, August 9, 1995, and September 26, 1996.* (d) Deferred Compensation Plan for Key Employees, as amended September 21, 1989, April 9, 1990, November 21, 1990, December 11, 1992, July 30, 1993, November 18, 1993, November 6, 1995, and September 26, 1996.* (e) Form of Letter for Deferral of 1997 Bonus Award.* (f) Form of Agreement for Deferral of 1996 Annual Cash Bonus* (g) Form of Agreement for Deferral of 1996 Annual and Special Cash Bonus.* (xiii) The following material contracts are hereby incorporated by reference to the Company's Form 10-K for the fiscal year ended September 30, 1997. (a) Form of November 20, 1997 Non-Qualified Stock Option.* (b) Deferred Compensation Plan for Key Employees, as amended, September 21, 1989, April 9, 1990, November 21, 1990, December 11, 1992, July 30, 1993, November 18, 1993, November 6, 1995, September 26, 1996, and November 13, 1997.* (c) Form of Letter of Deferral of 1998 Bonus Award.* (d) Form of Agreement for Deferral of 1997 Annual Cash Bonus.* (e) Form of Agreement for Deferral of 1997 Annual and Special Cash Bonus.* (f) Form of Split Dollar Agreement.* (g) 1996 Leveraged Incentive Plan, adopted as of September 26, 1996 and amended September 25, 1997.* (h) Resolution adopted September 26, 1996 amending Options granted September 28, 1995.* (i) Agreement and Plan of Merger and Exchange by and among E.I. du Pont de Nemours and Company, Ralston Purina Company, Protein Technologies International Holdings, Inc. and Other Parties Named Therein, dated as of December 2, 1997. (xiv) The following material contracts are hereby incorporated by reference to the Company's Form 10-K for the fiscal year ended September 30, 1998. (a) Form of September 24, 1998 Non-Qualified Stock Option.* (b) Form of Letter of Deferral of 1999 Bonus Award.* (c) Form of Agreement for Deferral of 1998 Annual Cash Bonus.* (d) 1998 Leveraged Incentive Plan, adopted effective October 1, 1998.* (e) Form of Letter of Deferral of 1996 Leveraged Incentive Plan Award.* (f) Agreement and Plan of Reorganization dated as of April 1, 1998 between Ralston Purina Company and Agribrands International, Inc. (g) Form of Indemnification Agreement dated October 1, 1997 between Ralston Purina Company and William P.Stiritz.* (h) Resolution dated March 19, 1998 amending Fixed Benefit Option provision of the Deferred Compensation Plan for Non-Management Directors.* (i) Resolution dated March 19, 1998 amending Fixed Benefit Option provision of the Deferred Compensation Plan for Key Employees.* (j) Ralston Purina Company Executive Health Plan as amended September 24, 1998.* (k) Ralston Purina Company Executive Retiree Life Plan.* (l) Resolution dated May 28, 1998 regarding repayment of gain provisions in outstanding non-qualified option awards held by Corporate Officers.* (xv) The following material contracts are hereby incorporated by reference to the Company's Form 10-K for the fiscal year ended September 30, 1999. (a) Form of Management Continuity Agreement with Chief Executive Officer, incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 1999.* (b) Form of Management Continuity Agreement with Corporate Vice President, incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 1999.* (c) Form of September 23, 1999 Non-Qualified Stock Option.* (d) Form of Letter of Deferral of 2000 Bonus Award.* (e) Form of Agreement for Deferral of 1999 Annual Cash Bonus.* (f) Form of September 23, 1999 Non-Qualified Stock Option granted to non-management Directors.* (g) Forms for Deferral Elections under the Deferred Compensation Plan for Non-Management Directors.* (h) Resolution Adopted November 18, 1999, Amending the Deferred Compensation Plan for Non-Management Directors.* (i) Excerpt of March 25, 1999 Human Resources Committee meeting minutes.* (j) Resolution dated February 15, 1999 to amend Outstanding Option Awards to add Reload Feature.* (k) Amendment to Executive Long Term Disability Plan dated June 23, 1999.* (l) Amendment to Deferred Compensation Plan for Key Employees effective July, 1999.* (xvi) The following material contracts are hereby incorporated by reference to the Company's 10-Q for the quarter ended December 31, 1999. (a) Ralston Purina Company Executive Incentive Compensation Plan, incorporated by reference to Appendix A of the Company's Proxy Statement dated December 10, 1999.* (b) Form of Amendment to 1998 Leveraged Incentive Award.* (c) Amendment to Executive Health Plan dated December 16, 1999.* (xvii) The following material contracts are hereby incorporated by reference to the Company's 8-K dated April 1, 2000. (a) The Agreement and Plan of Reorganization dated as of April 1, 2000, between Ralston Purina Company and Energizer Holdings, Inc. (b) Amendment to Shareholder Agreement between Ralston Purina Company and Interstate Bakeries Corporation dated March 30, 2000. (c) Letter Agreement between Ralston Purina Company and Interstate Bakeries Corporation dated July 3, 1997. (xviii) The following material contracts are hereby incorporated by reference to the Company's Form 10-Q for the quarter ended March 31, 2000. (a) Form of Non-Qualified Stock Option dated April 18, 2000.* (b) Form of Non-Qualified Stock Option dated April 18, 2000 with Chief Executive Officer.* (c) Form of Non-Qualified Stock Option dated April 18, 2000 with Chief Financial Officer.* (xix) The following material contracts are hereby incorporated by reference to the Company's 8-K dated July 24, 2000. (a) Amendment #2 to the Shareholder Agreement and Amendment to the Supplement to Shareholder Agreement between Ralston Purina Company and Interstate Bakeries Corporation dated July 24, 2000. (b) Share Purchase Agreement between Ralston Purina Company and Interstate Bakeries Corporation dated July 24, 2000. (xx) The following material contracts are hereby incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 2000. (a) Aircraft Joint Ownership Agreement dated April 1, 2000 between Ralston Purina Company, Eveready Battery Company and Agribrands International, Inc. (Exhibit D to the Agreement and Plan of Reorganization between Ralston Purina Company and Energizer Holdings, Inc. filed as an exhibit to the Company's 8-K dated April 1, 2000). (xxi) Form of Non-Qualified Stock Option dated September 21, 2000 with Chief Executive Officer and other executive officers.* (xxii) Form of Non-Qualified Stock Option dated September 21, 2000 with Chief Financial Officer.* (xxiii) Form of September 21, 2000 Non-Qualified Stock Option granted to non-management Directors.* (xxiv) Form of Letter of Deferral of 2001 Salary and Bonus Award.* (xxv) Form of Agreement for Deferral of 2000 Annual Cash Bonus.* (xxvi) Forms for Deferral Elections under the Deferred Compensation Plan for Non-Management Directors.* (xxvii) Form of Payment Election Form for Supplemental Executive Retirement Plan.* (xxviii) Excerpt of March 16, 2000 Human Resources Committee meeting minutes amending 1998 Leveraged Incentive Plan.* (xxix) Form of Letter of Deferral of Potential 1998 Leveraged Incentive Plan Award.* (xxx) Form of Letter of Deferral of Potential Executive Incentive Compensation Plan Award for Chief Executive Officer and Chief Financial Officer.* (xxxi) 2000 Leveraged Incentive Plan, adopted effective October 1, 2000.* (xxxii) Group Personal Excess Liability Insurance Plan adopted May 24, 1999.* (xxxiii) Forms of Executive Savings Investment Plan Deferral and Payment Election Form for Chief Executive Officer and other participants.* (xxxiv) Form of Letter of Deferral of Potential Management Continuity Severance Benefits.* (xxxv) Resolutions dated July 22, 1999 and March 16, 2000 amending the Grantor Trust.* (xxxvi) Consent and Agreement between Ralston Purina Company, Agribrands International, Inc. and Cargill, Incorporated dated December 1, 2000. (xxxvii) 2000 Restricted Stock Award Agreement with Chief Executive Officer.* (xxxviii) 2000 Restricted Stock Award Agreement with Chairman of the Board.* (xxxix) Ralston Purina Company 1996 Incentive Stock Plan, incorporated by reference to Exhibit B of the Ralston Purina Company Notice of Annual Meeting and Proxy Statement dated December 15, 1995.* (xl) Ralston Purina Company 1999 Incentive Stock Plan, incorporated by reference to Exhibit A of the Ralston Purina Company Notice of Annual Meeting and Proxy Statement dated December 11, 1998.* (13) Pages 12 through 49 of the Ralston Purina Company Annual Report to Shareholders 2000, which are incorporated herein by reference, are filed herewith. (21) Subsidiaries of the Registrant. (23) Consent of Independent Accountants. (27) Financial Data Schedule. 27.i Financial Data Schedule for 2000 Annual Period 27.ii Restated Financial Data Schedule for three month period ended December 31, 1999 27.iii Restated Financial Data Schedule for 1999 Annual Period Restated Financial Data Schedule for nine month period ended June 30, 1999 Restated Financial Data Schedule for six month period ended March 31, 1999 Restated Financial Data Schedule for three month period ended December 31, 1998 27.iv Restated Financial Data Schedule for 1998 Annual Period * Denotes a management contract or compensatory plan or arrangement. 2. A Current Report on Form 8-K dated July 24, 2000 was filed by the Company to announce its decision to exchange for cash its 7% Exchangeable Notes ("SAILS") due August 1, 2000, pursuant to the provisions of the SAILS. The Report also disclosed an amendment to the Shareholder Agreement with Interstate Bakeries Corporation ("IBC") and a Share Purchase Agreement with IBC regarding the sale by the Company of a certain amount of shares of IBC Common Stock to IBC. FINANCIAL STATEMENT AND SCHEDULES The consolidated financial statements of the Registrant have been incorporated by reference under Item 8. Financial statements of the entities in which Registrant's ownership interest is 50% or less have been omitted because, in the aggregate, they are not significant. Schedules not included have been omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. 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. RALSTON PURINA COMPANY By: /s/ W. P. McGinnis ------------------------------ W. P. McGinnis Chief Executive Officer and President Date: December 21, 2000
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on December 21, 2000, by the following persons on behalf of the registrant and in the capacities indicated. SIGNATURE TITLE --------- ----- /s/ W. P. McGinnis ------------------------------- Director and Chief Executive Officer W. P. McGinnis and President /s/ James R. Elsesser ------------------------------- Vice President, Chief Financial James R. Elsesser Officer and Treasurer /s/ Anita M. Wray ------------------------------- Vice President and Controller Anita M. Wray /s/ William P. Stiritz ------------------------------- Chairman of the Board William P. Stiritz of Directors /s/ David R. Banks ------------------------------- Director David R. Banks /s/ John H. Biggs ------------------------------- Director John H. Biggs /s/ Donald Danforth, Jr. ------------------------------- Director Donald Danforth, Jr. /s/ William H. Danforth ------------------------------- Director William H. Danforth /s/ David C. Farrell ------------------------------- Director David C. Farrell
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/s/ M. Darrell Ingram -------------------------------- Director M. Darrell Ingram /s/ Richard A. Liddy -------------------------------- Director Richard A. Liddy /s/ John F. McDonnell -------------------------------- Director John F. McDonnell /s/ Katherine D. Ortega -------------------------------- Director Katherine D. Ortega /s/ Ronald L. Thompson -------------------------------- Director Ronald L. Thompson EXHIBIT INDEX -------------- Exhibits -------- EX-3.ii The Bylaws of Ralston Purina Company, as amended November 16, 2000 EX-10 Material Contracts 10.xxi Form of Non-Qualified Stock Option dated September 21, 2000 with Chief Executive Officer and other executive officers. 10.xxii Form of Non-Qualified Stock Option dated September 21, 2000 with Chief Financial Officer. 10.xxiii Form of September 21, 2000 Non-Qualified Stock Option granted to non-management Directors. 10.xxiv Form of Letter of Deferral of 2001 Salary and Bonus Award. 10.xxv Form of Agreement for Deferral of 2000 Annual Cash Bonus. 10.xxvi Forms for Deferral Elections under the Deferred Compensation Plan for Non-Management Directors. 10.xxvii Form of Payment Election Form for Supplemental Executive Retirement Plan. 10.xxviii Excerpt of March 16, 2000 Human Resources Committee meeting minutes amending 1998 Leveraged Incentive Plan. 10.xxix Form of Letter of Deferral of Potential 1998 Leveraged Incentive Plan Award. 10.xxx Form of Letter of Deferral of Potential Executive Incentive Compensation Plan Award for Chief Executive Officer and Chief Financial Officer. 10.xxxi 2000 Leveraged Incentive Plan, adopted effective October 1, 2000. 10.xxxii Group Personal Excess Liability Insurance Plan adopted May 24, 1999. 10.xxxiii Forms of Executive Savings Investment Plan Deferral and Payment Election Form for Chief Executive Officer and other participants. 10.xxxiv Form of Letter of Deferral of Potential Management Continuity Severance Benefits. 10.xxxv Resolutions dated July 22, 1999 and March 16, 2000 amending the Grantor Trust. 10.xxxvi Consent and Agreement between Ralston Purina Company, Agribrands International, Inc. and Cargill, Incorporated dated December 1, 2000. 10.xxxvii 2000 Restricted Stock Award Agreement with Chief Executive Officer. 10.xxxviii 2000 Restricted Stock Award Agreement with Chairman of the Board. EX-13 Pages 12 through 49 of the Ralston Purina Company Annual Report to Shareholders 2000 EX-21 Subsidiaries of the Registrant EX-23 Consent of Independent Accountants EX-27 Financial Data Schedule 27.i Financial Data Schedule for 2000 Annual Period (provided electronically) 27.ii Restated Financial Data Schedule for three month period ended December 31, 1999 (provided electronically) 27.iii Restated Financial Data Schedule for 1999 Annual Period Restated Financial Data Schedule for nine month period ended June 30, 1999 Restated Financial Data Schedule for six month period ended March 31, 1999 Restated Financial Data Schedule for three month period ended December 31, 1998 (provided electronically) 27.iv Restated Financial Data Schedule for 1998 Annual Period (provided electronically) Exhibit 27.i 27.ii 27.iii 27.iv (Documents prepared on Edgar)

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