Document/Exhibit Description Pages Size
1: 10-K Annual Report 19± 86K
2: EX-10.XII Material Contract 5± 25K
3: EX-10.XIII Material Contract 8± 39K
4: EX-10.XIV Material Contract 9± 36K
5: EX-10.XV Material Contract 13± 47K
6: EX-10.XVI Material Contract 4± 19K
7: EX-10.XVII Material Contract 1 9K
8: EX-10.XVIII Material Contract 2± 9K
9: EX-10.XVIV Material Contract 2± 10K
10: EX-11 Statement re: Computation of Earnings Per Share 3± 19K
11: EX-13 Annual or Quarterly Report to Security Holders 37 257K
12: EX-21 Subsidiaries of the Registrant 5± 23K
13: EX-23 Consent of Experts or Counsel 1 7K
14: EX-27 Financial Data Schedule (Pre-XBRL) 1 9K
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, 1996 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:
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
5 3/4% Convertible Subordinated
Debentures New York Stock Exchange, Inc.
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: No: X
Aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of the close of business on November 1, 1996: $7,499,138,720.
(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 November 1, 1996: 105,975,413.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of Ralston Purina Company 1996 Annual Report to Shareholders
(Parts I and II of Form 10-K).
2. Portions of Ralston Purina Company Notice of Annual Meeting and Proxy
Statement dated December 6, 1996 (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. It is also the world's largest
manufacturer of dry cell battery products. The Company is also a major producer
of other pet products, including cat box filler, dietary soy protein, fiber food
ingredients, polymer products and, outside the United States, feeds for
livestock and poultry. The Company has a number of trademarks, such as PURINA,
RALSTON, the CHECKERBOARD logo, CHOW, DOG CHOW, CAT CHOW, GOLDEN CAT, TIDY CAT,
EVEREADY and ENERGIZER 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 four Business Segments - Pet Products,
Battery Products, Soy Protein Products and Agricultural Products.
The Pet Products Segment consists of Ralston Purina's worldwide Pet Products
operations. Pet Products produces and sells dog and cat foods under the PURINA
name, including DOG CHOW, CAT CHOW and numerous other dog and cat food brands.
Pet Products also produces and sells cat box filler and related products under
the GOLDEN CAT name, including TIDY CAT and other brands.
The Battery Products Segment consists of the Company's worldwide battery
products business. The battery products business manufactures and sells primary
batteries, rechargeable batteries and battery-powered lighting products in the
United States and worldwide, principally under the trademarks EVEREADY and
ENERGIZER. The Company's domestic and foreign battery operations have been
organized as Eveready Battery Company, Inc. and Ralston Purina Overseas Battery
Company, respectively, both wholly owned subsidiaries of the Company.
The Soy Protein Products Segment consists of the protein technologies business
of Protein Technologies International Holdings, Inc., a holding company and a
wholly owned subsidiary of the Company. Its operating subsidiaries primarily
manufacture food protein, food fiber and industrial polymer products.
The Agricultural Products Segment consists primarily of the business of
manufacturing CHOW brand formula feeds and animal health products outside the
United States.
On March 29, 1996, the Company announced its intention to separate the
businesses of its Agricultural Products Segment in a tax-free spin-off to
shareholders. Completion is anticipated in 1997 and is contingent upon a
favorable tax ruling from the Internal Revenue Service and approval by the
Company's Board of Directors. On July 22, 1995, the Company sold all of the
outstanding capital stock of Continental Baking Company, its subsidiary engaged
in the fresh bakery products business, to Interstate Bakeries Corporation and
its wholly owned subsidiary Interstate Brands Corporation. On March 31, 1994,
the Company consolidated its domestic cereal, baby food, cracker and cookie and
all seasons resort businesses in Ralcorp Holdings, Inc. ("Ralcorp") and then
spun-off the stock of Ralcorp to all holders of the Company's RAL Stock on the
basis of one share of Ralcorp Stock for every three shares of RAL Stock held on
that date.
The principal raw materials used in the Pet Products Segment are grain and grain
products, protein ingredients, meat by-products and clay; in the Battery
Products Segment, the principal raw materials used are manganese dioxide, zinc,
acetylene black and potassium hydroxide; in the Soy Protein Products Segment,
the principal raw materials used are processed soy and other proteins; and in
the Agricultural Products Segment, the principal materials used are grain and
grain products and protein ingredients. 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. Sales prices of the Company's agricultural products, a
large portion of the production costs of which are represented by the costs of
raw materials, are adjusted frequently to reflect changes in raw material costs.
Prices of other products are adjusted less frequently. The ability to
substitute ingredients in some of these products, such as agricultural feeds,
provides further protection against fluctuating raw material prices.
Pet products are marketed in the United States primarily through direct sales
forces and food brokers to grocery wholesalers, retail chains and other
customers. Battery products and food protein and industrial polymer products
are marketed in the United States and internationally primarily through direct
sales forces. Agricultural products are distributed primarily through a network
of approximately 3,300 independent dealers outside the United States.
Competition is intense in each of the Business Segments. In the Pet Products
and Battery Products Segments, the principal competitors are regional, national
and international manufacturers whose products compete with those of the Company
for shelf space and consumer acceptance. In the Agricultural Products Segment,
the Company competes with other large feed manufacturers, cooperatives, single-
owner establishments and in the case of many markets, government feed companies.
The business of the Battery Products Segment tends to be somewhat seasonal, with
strong fall and winter sales reflecting the effect of holiday buying of
batteries.
The operations of the Company, like those of other companies engaged in similar
businesses, are subject to various federal, state, and local laws and
regulations intended to protect the public health and the environment, including
regulations related to air and water quality, underground fuel storage tanks and
waste handling and disposal. The Company has received notices from the U.S.
Environmental Protection Agency, state agencies, and/or private parties seeking
contribution, that it has been identified as a "potentially responsible party"
(PRP), under the Comprehensive Environmental Response, Compensation and
Liability Act, and may be required to share in the cost of cleanup with respect
to 14 "Superfund" sites. The Company's ultimate liability in connection with
those sites may depend on many factors, including the volume of material
contributed to the site, the number of other PRP's and their financial
viability, and the remediation methods and technology to be used.
In 1996, 1995, and 1994, the Company recorded provisions for restructuring of
its world-wide battery production capacity and certain administrative functions.
The Company continues to review its battery production capacity and its business
structure in light of pervasive global trends, including the continuing shift
from carbon zinc to alkaline products and the easing of trade restrictions in
many regions. Future periods will likely include further provisions for
restructuring.
The Company, as a whole, employs 9,972 employees in the United States and 19,301
in foreign jurisdictions. The descriptions of the businesses of, and the
summary of selected financial data regarding, the Company appearing under
"Ralston Purina Company and Subsidiaries Financial Review-Highlights and
Outlook" on page 15, "Ralston Purina Company and Subsidiaries Financial Review-
Liquidity and Capital Resources" on pages 17 through 19, "Ralston Purina Company
and Subsidiaries Business Segment Information" on pages 21 through 26, and
"Ralston Purina Company and Subsidiaries Notes to Financial Statements - Summary
of Accounting Policies - Research and Development" on page 33 of the Ralston
Purina Company 1996 Annual Report to Shareholders are hereby incorporated by
reference.
Item 2. Properties.
A list of the Company's principal plants and facilities as of November 1, 1996
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.
PET PRODUCTS
Pet Food Plants
United States
Atlanta, GA
Clinton, IA (2R)
Davenport, IA
Denver, CO
Dunkirk, NY
Flagstaff, AZ
Oklahoma City, OK
Zanesville, OH
International
Cuautitlan, Mexico
Encrucijada, Venezuela (7)
Guatemala City, Guatemala (7)
Innisfail, Alberta, Canada
Mississauga, Ontario, Canada
Monjos, Spain (7)
Montfort-Sur-Risle, France
Mosquera, Colombia (7)
Portogruaro, Italy (7)
Ribeirao Preto, Brazil
Songtan, Korea (7)
Strathroy, Ontario, Canada (7)
Cat Litter Plants
United States
Bloomfield, MO
Maricopa, CA
Olmsted, IL
Packaging Facilities
United States
Philadelphia, PA (9)
International
Caledonia, Ontario, Canada (9)
BATTERY PRODUCTS
Battery and Related Products Plants
United States
Asheboro, NC (4)
Bennington, VT
Fremont, OH
Gainesville, FL
Garretsville, OH
Marietta, OH
Maryville, MO
Newport News, VA
St. Albans, VT
International
Alexandria, Egypt
Banbury, United Kingdom
Bogang, People's Republic of China
Caudebec Les Elbeuf, France (2)
Cebu, Philippines
Ekala, Sri Lanka
Itapecerica, Brazil
Jakarta, Indonesia
Johor Bahru, Malaysia
Juarez, Mexico
Jurong, Singapore (4)
La Chaux-de-Fonds, Switzerland
Manila, Philippines
Macau
Nakuru, Kenya (6)
Newcastle-under-Lyme, United Kingdom
New Territories, Hong Kong
Slany, Czech Republic
Tanfield Lea, United Kingdom
Tecamac, Mexico
Tianjin, People's Republic of China
Walkerton, Ontario, Canada
AGRICULTURAL PRODUCTS
Feed Plants
International
Addison, Ontario, Canada
Arequipa, Peru (2)
Barcelona, Venezuela
Belo Horizonte, Brazil (2)
Benavente, Portugal
Benavente, Spain (1)
Borgoratto, Italy
Bucaramanga, Colombia
Buga, Colombia
Cali, Colombia (2)
Canoas, Brazil
Cantenhede, Portugal
Cartagena, Colombia
Chambe, France (1)
Chiclayo, Peru
Courchelettes, France
Cuautitlan, Mexico
Dos Hermanas, Spain
Drummondville, Quebec, Canada
Encrucijada, Venezuela (3)
Ferrard, France (1)
Galicia, Spain
Giron, Colombia (2)
Gonen, Turkey
Guadalajara, Mexico
Guatemala City, Guatemala (3)
Inhumas, Brazil
Karcag, Hungary
Kunsan, Korea
Lima, Peru
Longue, France
Luleburgaz, Turkey
Maracaibo, Venezuela
Marcilla, Spain
Maringa, Brazil
Medellin, Colombia (2)
Merida, Mexico (1)
Merida, Spain
Mexicali, Mexico
Monjos, Spain (1)(3)
Monterrey, Mexico
Mosquera, Colombia (3)
Nanjing, People's Rep. of China (8)
Nutricia, Venezuela (2)
Obregon, Mexico
Palmerston, Ontario, Canada
Paulina, Brazil
Pommevic, France
Portogruaro, Italy (3)
Pulilan, Philippines
Pusan, Korea
Recife, Brazil
St. Romuald, Quebec, Canada
Salamanca, Mexico
San Felice, Italy
Sildamin, Italy (2)
Songtan, Korea (3)
Sorcy, France
Sospiro, Italy
Strathroy, Ontario, Canada
Tehuacan, Mexico
Termoli, Italy
Torrejon, Spain
Valencia, Spain
Villasis, Philippines
Volta Redonda, Brazil
Woodstock, Ontario, Canada
Yantai, People's Rep. of China (8)
Hatcheries
Valencia, Venezuela
SOY PROTEIN PRODUCTS
Food Protein Plants
United States
Memphis, TN
Pryor, OK
International
Ieper, Belgium
Industrial Protein Plant
Louisville, KY
Powdered Alpha Cellulose Plant
Urbana, OH
Dairy Food Systems Plant
Hager City, WI
OTHER PROPERTIES
Research Facilities
United States
Cape Girardeau, MO
Gray Summit, MO (5)
St. Louis, MO (5A)
Westlake, OH (5B)
International
Tanfield Lea, United Kingdom
Machine Shop and Foundry
St. Louis, MO
Miscellaneous
Thomasville, NC
Administrative and Executive Offices
St. Louis, MO
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) 20% to 50% owned interests
(2) Leased; (2R) Leased pursuant to industrial revenue bond financing
(3) Also produces pet food
(4) Two plants
(5) Provides service for Human and Pet Foods; (5A) Human and Pet Foods and
Soy Protein Products; (5B) Battery Products
(6) Less than 20% owned interest
(7) Also produces feed
(8) Over 50% owned interest in Joint Venture operating facility
(9) 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.
On January 4, 1993, the Company was served with the first of nine
substantively identical actions currently pending in the United States District
Court for the District of New Jersey. The suits have been consolidated and
styled In Re Baby Food Antitrust Litigation, No. 92-5495 (NHP). The
consolidated proceeding is a certified class action by and on behalf of all
direct purchasers of baby foods (other than the defendants and governmental
entities), alleging that the Beech-Nut baby food business (owned by the Company
from November, 1989 until April, 1994, and now owned by Ralcorp Holdings, Inc.)
and its predecessor Nestle Holdings, Inc., together with Gerber Products Company
and H.J. Heinz Company, conspired to fix, maintain and stabilize the prices of
baby foods during the period January 1, 1975 to August 31, 1992. The suit seeks
treble damages.
On January 19 and 21, 1993, the Company was served with two class actions
on behalf of indirect purchasers (consumers) of baby food in California, which
contain substantially identical charges. These actions have been consolidated
in the Superior Court for the County of San Francisco and styled Bruce, et al.
v. Gerber Products Company, et al., No. 94-8857. On January 19, 1993, Ralston
was served with a similar action filed in Alabama state court on behalf of
indirect purchasers of baby food in Alabama, styled Johnson, et al. v. Gerber
Products Company, et al., No. 93 -L-0333-NE. The California and Alabama state
actions allege violations of state antitrust laws, seek treble damages and are
substantively identical to each other. Similar state actions may be filed in
states having laws permitting suits by indirect purchasers. The Company and
Ralcorp Holdings, Inc. have agreed that all liability and expenses related to
the above antitrust matters will be shared equally, except that the Company will
be solely responsible for any settlement or judgment exceeding a certain set
amount.
The operations of the Company, like those of other companies engaged in
similar businesses, are subject to various federal, state, and local laws and
regulations intended to protect the public health and the environment, including
regulations related to air and water quality, underground fuel storage tanks and
waste handling and disposal. The Company has received notices from the U.S.
Environmental Protection Agency, state agencies, and/or private parties seeking
contribution, that it has been identified as a "potentially responsible party"
(PRP), under the Comprehensive Environmental Response, Compensation and
Liability Act, and may be required to share in the cost of cleanup with respect
to 14 "Superfund" sites. The Company's ultimate liability in connection with
those sites may depend on many factors, including the volume of material
contributed to the site, the number of other PRP's and their financial
viability, and the remediation methods and technology to be used.
In the opinion of management, based on the information presently known, the
ultimate liability for all such matters, together with the liability for all
other pending legal proceedings, asserted legal claims and known potential legal
claims which are probable of assertion, taking into account established accruals
of $13.9 for estimated liabilities, should not be material to the financial
position of the Company, but could 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:
William P. Stiritz, 62, Chairman of the Board, Chief Executive Officer and
President since 1982 and Corporate Officer since 1973; President and Chief
Executive Officer 1981-82; Group Vice President, Grocery Products and Restaurant
Operations 1979-81. Company service, 33 years.
Jay W. Brown, 51, Vice President; Chief Executive Officer and President, Protein
Technologies International, Inc. since 1995; Chairman of the Board and Chief
Executive Officer, Continental Baking Company 1985 - 1995 and Corporate Officer
since 1984; President, Van Camp Seafood Division 1983-84; Vice President,
Foodmaker, Inc. 1981-83. Company service, 26 years.
James R. Elsesser, 52, Vice President and Chief Financial Officer since 1985 and
Corporate Officer since 1985; Vice President, March-September, 1985; Treasurer,
February-September, 1985. Company service, 11 years.
Nancy E. Hamilton, 46, Secretary and Corporate Officer since 1996; Senior
Counsel and Assistant Secretary, 1994 - 1996. Company service, 11 years.
Patrick C. Mannix, 51, Vice President; President, Eveready Battery Company,
Inc., Specialty Business since 1995; Executive Vice President, Eveready Battery
Company, International 1991 - 1995 and Corporate Officer since 1992; Area
Chairman, Asia Pacific operations, Eveready Battery, 1985-91. Company service,
33 years, including 23 years with Eveready Battery Division of Union Carbide
Corporation.
W. Patrick McGinnis, 49, Vice President; President and Chief Executive Officer,
Pet Products Group since 1992 and Corporate Officer since 1984; President and
Chief Operating Officer, Grocery Products Group 1989-92; Vice President and
President, Branded Foods Group 1987-89; Vice President and Executive Vice
President, Grocery Products Division 1984-87; Division Vice President,
Marketing, Grocery Products Division 1983-84; Executive Vice President and
Director, Grocery Products Division, Ralston Purina Canada, Inc. 1980-83.
Company service, 24 years.
George L. Meffert, Jr., 56, Vice President; President, Eveready Battery Company,
Inc. since 1995; Executive Vice President, North America, Eveready Battery
Company, 1988 - 1995 and Corporate Officer since 1992; Area Chairman, Latin
American operations, Eveready Battery, 1985-88. Company service, 31 years,
including 21 years with Eveready Battery Division of Union Carbide Corporation.
J. Patrick Mulcahy, 52, Vice President; Chairman of the Board and Chief
Executive Officer, Eveready Battery Company, Inc., and responsible for Ralston
Purina International since 1987 and Corporate Officer since 1984; Vice President
and Director, Corporate Strategic Planning and Administration 1984-86; Division
Vice President, Strategic Planning 1981-84; Division Vice President, Director of
Marketing, Grocery Products Group 1980-81. Company service, 29 years.
James M. Neville, 57, Vice President, General Counsel and Assistant Secretary
since 1996; Vice President, General Counsel and Secretary 1989 - 1996, and
Corporate Officer since 1983; Vice President and General Counsel 1984-89.
Company service, 13 years.
Ronald D. Winney, 54, Treasurer and Corporate Officer since 1985; Division Vice
President and Assistant Treasurer 1984-85; Assistant Treasurer 1977-85. Company
service, 27 years.
Anita M. Wray, 42, Vice President and Controller since April 1994; Division Vice
President and Director of Financial Accounting Services, 1985-1994. Company
service, 17 years.
(Ages and years of service as of December 31, 1996.)
PART II
Item 5. Market for Registrant's Common Stock and Related Stockholder Matters.
The Company's RAL 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, 1996,
there were 23,024 shareholders of record of the Company's RAL Stock.
The following tables set forth dividends paid and range of market prices
for the RAL Stock and the Company's Ralston-Continental Baking Group Common
Stock ("CBG Stock")* (for the year ended September 30):
Dividends Paid
1996 1995
RAL Stock RAL Stock
First Quarter $ .30 $.30
Second Quarter .30 .30
Third Quarter .30 .30
Fourth Quarter .30 .30
Market Price Range
l996 l995
RAL Stock RAL Stock CBG Stock
First Quarter $67 - 57.25 $45.75 - 40.50 $5.50 - 3.625
Second Quarter 69 - 57.875 50.125 - 43.50 4.625 - 3.25
Third Quarter 67.75 - 56 51.75 - 46.375 4.50 - 3.625
Fourth Quarter 68.875 - 57.75 59 - 48.625 **
**Each outstanding share of CBG Stock was exchanged for .0886 shares of RAL
Stock on May 15, 1995 and is no longer outstanding.
There have been no unregistered offerings of registrant's equity securities
during the period covered by this Annual Report.
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 1996 Annual
Report to Shareholders 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 and Subsidiaries Financial
Review" on pages 15 through 23 and the information appearing under "Ralston
Purina Company and Subsidiaries Business Segment Information" on pages 24
through 26 of the Ralston Purina Company 1996 Annual Report to Shareholders 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 28 through 46, together with the report thereon of Price
Waterhouse LLP on page 27, and the supplementary data under "Ralston Purina
Company and Subsidiaries Quarterly Financial Information" on pages 47 through 48
of the Ralston Purina Company 1996 Annual Report to Shareholders 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 5 through 11 and information
appearing under "Section 16(a) Beneficial Ownership Reporting Compliance" on
page 21 of the Ralston Purina Company Notice of Annual Meeting and Proxy
Statement dated December 6, 1996 is hereby incorporated by reference.
Item 11. Executive Compensation.
Information appearing under "Executive Compensation" on pages 12 through
16, "Compensation Committee Interlocks and Insider Participation" on page 16,
"Human Resources Committee Report on Executive Compensation" on page 16,
"Performance Graphs" on pages 20 through 21, "Stock Ownership" on pages 7
through 9, and the remuneration information under "Directors' Meetings,
Committees and Fees" on pages 9 through 11 of the Ralston Purina Company Notice
of Annual Meeting and Proxy Statement dated December 6, 1996 is hereby
incorporated by reference.
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" on pages 7 through 9 of the Ralston
Purina Company Notice of Annual Meeting and Proxy Statement dated December 6,
1996 is hereby incorporated by reference.
Item 13. Certain Relationships and Related Transactions.
Information appearing under "Compensation Committee Interlocks and Insider
Participation" on page 16 of the Ralston Purina Company Notice of Annual Meeting
and Proxy Statement dated December 6, 1996, is hereby incorporated by reference.
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
hereinabove.
- Report of Independent Accountants.
- Consolidated Statement of Earnings -- for years ended September 30,
1996, 1995 and 1994.
- Consolidated Balance Sheet -- for years ended September 30, 1996 and
1995.
- Consolidated Statement of Cash Flows -- for years ended September 30,
1996, 1995, and 1994.
- Consolidated Statement of Shareholders Equity -- for years ended
September 30, 1996, 1995 and 1994.
- 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 1, 1996 are hereby incorporated by
reference to the Company's Form 10-Q for the quarter ended December
31, 1995.
(3ii) The By-Laws of Ralston Purina Company, as amended November 16, 1995,
are hereby incorporated by reference to the Company's Form 10-K for
the fiscal year ended September 30, 1995.
(4) The Rights Agreement, effective as of March 28, 1996, is hereby
incorporated by reference to the Company's Form 8-A Registration
Statement filed on March 29, 1996.
(4) The Certificate of Designation of Ralston Purina Company Series A
ESOP Preferred Stock dated as of July 30, 1993, is hereby
incorporated by reference to the Company's Form 10-K for the fiscal
year ended September 30, 1993.
(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.*
(g) Form of Non-Qualified Stock Option, effective September 22,
1983, as amended.*
(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) Ralston Purina Company Incentive Compensation Plan, as
adopted December 15, 1966, and amended September 1, 1968,
and September 25, 1987.*
(c) Ralston Purina Company 1972 Incentive Compensation Plan, as
amended September 25, 1987.*
(d) Form of Agreements for Deferral of 1987 Annual and Special
Cash Bonuses.*
(e) Form of Agreements for Deferral of 1988 Annual and Special
Cash Bonuses.*
(f) Form of Stock Performance Awards, effective March 24, 1988.*
(g) Ralston Purina Company 1982 Incentive Stock Plan as amended
June 19, 1985, and January 21 and March 25, 1988.*
(h) Ralston Purina Company 1988 Incentive Stock Plan, as amended
January 21 and March 25, 1988.*
(i) Personal Financial Planning Program, as amended July 21,
1988.*
(k) Form of Non-Qualified Stock Option, effective September 22,
1988.*
(l) 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 Management Continuity Agreements, as amended
September 28, 1990.*
(b) Form of Non-Qualified Stock Option, effective May 24, 1990.*
(c) Deferred Compensation Plan for Non-Management Directors, as
amended September 25, 1987, July 22, 1988 and May 25, 1990.*
(d) Deferred Compensation Plan for Key Employees, as amended
September 21, 1989, April 9, 1990 and November 21, 1990.*
(e) Form of Agreement for Deferral of 1985, 1986 and 1989 Annual
and Special Cash Bonuses.*
(f) 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.*
(c) Form of letter for Deferral of 1992 Bonus Award.*
(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 letter for Deferral of 1993 Bonus Award.*
(c) Form of Agreement for Deferral of 1991 Annual and Special
Cash Bonuses.*
(d) Form of Agreement for Deferral of 1991 Annual Cash Bonus.*
(e) Form of 1991 Non-Qualified Stock Option.*
(f) 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 1988 Non-Qualified Stock Option.*
(d) Form of Amendment to 1990 Non-Qualified Stock Option.*
(e) Form of Amendment to 1991 Non-Qualified Stock Option.*
(f) Form of Deferred Compensation Plan for Key Employees, as
amended, September 21, 1989, April 9, 1990, November 21,
1990, December 11, 1992, July 30, 1993 and November 18,
1993.*
(g) Form of Deferred Compensation Plan for Non-Management
Directors, as amended September 25, 1987, July 22, 1988, May
25, 1990, October 27, 1992, July 30, 1993 and November 18,
1993.*
(h) 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) Form of Letter for Deferral of 1995 Bonus Award.*
(b) 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.
(d) Trust Agreement between Ralston Purina Company and Wachovia
Bank of North Carolina, N.A., dated as of September 15,
1994.
(e) 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 Letter for Deferral of 1996 Bonus Award.*
(d) Form of March 23, 1995 Non-Qualified Stock Option Contract.*
(e) Form of September 28, 1995 Non-Qualified Stock Option
Contract.*
(f) Form of September 28, 1995 Non-Qualified Performance Stock
Option Contract.*
(g) Form of Agreement for Deferral of 1995 Annual Cash Bonus.*
(h) Retirement Plan for Non-Management Directors, as amended
November 20, 1987, July 22, 1988, May 26, 1989 and November
16, 1995.*
(xii) Form of September 26, 1996 Non-Qualified Performance Stock Option
Agreement.*
(xiii) Form of September 26, 1996 Non-Qualified Stock Option Agreement.*
(xiv) 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.*
(xv) 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.*
(xvi) Form of Agreement for Deferral of 1997 Bonus Award.*
(xvii) Form of Agreement for Deferral of 1996 Annual Cash Bonus*
(xviii) Form of Agreement for Deferral of 1996 Annual and Special Cash
Bonus.*
(xviv) Deferral of Potential Fiscal 1997 Protein Sr. Management
Incentive Award.*
(11) Statement re: Computation of Per Share Earnings.
(13) Pages 12 to 48 of the Ralston Purina Company Annual Report to
Shareholders 1996, which are incorporated herein by reference, are
filed herewith.
(21) Subsidiaries of the Registrant.
(23) Consent of Independent Accountants.
(27) Financial Data Schedule.
* Denotes a management contract or compensatory plan or arrangement.
2. No Current Reports on Form 8-K were filed by the Company during the fourth
quarter of its fiscal year ended September 30, 1996.
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 William P. Stiritz
William P. Stiritz
Chairman of the Board and
Chief Executive Officer
Date: December 13, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on December 13, 1996, by the following persons on
behalf of the registrant in the capacities indicated.
Signature Title
William P. Stiritz
------------------------------- Chairman of the Board, Chief
William P. Stiritz Executive Officer, President
and Director
James R. Elsesser
------------------------------- Vice President and Chief
James R. Elsesser Financial Officer
Anita M. Wray
------------------------------- Vice President and Controller
Anita M. Wray
David R. Banks
------------------------------- Director
David R. Banks
John H. Biggs
------------------------------ Director
John H. Biggs
Donald Danforth, Jr.
------------------------------ Director
Donald Danforth, Jr.
William H. Danforth
------------------------------- Director
William H. Danforth
David C. Farrell
------------------------------- Director
David C. Farrell
M. Darrell Ingram
------------------------------ Director
M. Darrell Ingram
Richard A. Liddy
------------------------------ Director
Richard A. Liddy
John F. McDonnell
------------------------------ Director
John F. McDonnell
Katherine D. Ortega
------------------------------ Director
Katherine D. Ortega
Financial Statement and Schedules
The consolidated financial statements of the Registrant have been
incorporated by reference under Item 8. Financial statements of the
Registrant's 50% or less owned companies 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.
Dates Referenced Herein and Documents Incorporated by Reference
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