Document/Exhibit Description Pages Size
1: 10-K Ralston Purina Co. Form 10-K 22 141K
2: EX-10.(XI) Material Contract 6 19K
3: EX-10.(XIII) Material Contract 3 18K
4: EX-10.(XIV) Material Contract 42 170K
5: EX-10.(XV) Material Contract 2 14K
6: EX-11 Computation of Earnings 5± 24K
7: EX-13 Annual Report 153± 721K
8: EX-21 Subsidiaries of the Company 2 10K
9: EX-23 Consent of Independent Accountants 1 7K
10: EX-27 Art. 5 FDS for 1994 10-K 1 9K
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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, 1994. 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
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[Enlarge/Download Table]
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
RALSTON-RALSTON PURINA GROUP NEW YORK STOCK EXCHANGE, INC.
COMMON STOCK, PAR VALUE $.10 PER SHARE CHICAGO STOCK EXCHANGE
PACIFIC STOCK EXCHANGE INCORPORATED
RALSTON-CONTINENTAL BAKING GROUP NEW YORK STOCK EXCHANGE, INC.
COMMON STOCK, PAR VALUE $.10 PER SHARE CHICAGO STOCK EXCHANGE
PACIFIC STOCK EXCHANGE INCORPORATED
RALSTON-RALSTON PURINA GROUP NEW YORK STOCK EXCHANGE, INC.
COMMON STOCK PURCHASE RIGHTS CHICAGO STOCK EXCHANGE
PACIFIC STOCK EXCHANGE INCORPORATED
RALSTON-CONTINENTAL BAKING GROUP 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 1/2% SINKING FUND DEBENTURES NEW YORK STOCK EXCHANGE, INC.
9% NOTES NEW YORK STOCK EXCHANGE, INC.
9 3/8% SINKING FUND 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.
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 30, 1994:
$4,871,377,750.
(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-Ralston Purina Group Common Stock ("RAL
Stock"), $.10 par value, outstanding as of the close of business on
November 30, 1994: 104,077,952.
Number of shares of Ralston-Continental Baking Group Common Stock
("CBG Stock"), $.10 par value, outstanding as of close of business on
November 30, 1994: 20,587,889.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of Ralston Purina Company 1994 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 15, 1994 (Part III of Form 10-K).
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NOTE ON PRESENTATION
Ralston Purina Company ("Ralston" or the "Company") is a diversified
company which is principally engaged in the pet food, battery products,
protein supplement, and, outside the United States, animal feed
businesses through its Ralston Purina Group, and the fresh bakery
products business through its Continental Baking Group. On March 31,
1994, Ralston spun-off the domestic cereal, baby food, cookie and
cracker, all-seasons resort and coupon redemption businesses as part of
Ralcorp Holdings, Inc. Ralston distributed Ralcorp Stock to holders of
its RAL Stock on the basis of one share of Ralcorp Stock for every
three shares of RAL Stock held as of the close of business on that
date.
Ralston continues to include consolidated financial information in
its periodic reports required by the Securities Exchange Act of 1934
(the "1934 Act"), in its annual and quarterly shareholder reports and
in other financial communications. The consolidated financial
statements are supplemented with separate financial statements of the
Ralston Purina Group and the Continental Baking Group, together with
the related Management's Discussion and Analyses, descriptions of
business and other financial and business information to the extent
such information is required to be presented in the report being filed.
The financial information of the Ralston Purina Group and the
Continental Baking Group, taken together, includes all accounts which
comprise the corresponding consolidated financial information of
Ralston.
For consolidated financial reporting purposes, one of Ralston's
reportable industry segments, the Bakery Products Segment, corresponds
with the Continental Baking Group, but the Ralston Purina Group is
comprised of four other reportable segments, Pet and Human Foods,
Battery Products, Agricultural Products-International, and Soy Protein
Products and Other. The attribution of assets, liabilities (including
contingent liabilities) and stockholders' equity among the Ralston
Purina Group and the Continental Baking Group for the purpose of
preparing their respective financial statements does not affect legal
title to such assets or responsibility for such liabilities. Holders of
RAL Stock and CBG Stock are common stockholders of Ralston, which
continues to be responsible for its liabilities. Financial impacts
arising from the Ralston Purina Group or the Continental Baking Group
which affect the overall cost of Ralston's capital could affect the
results of operations and financial condition of both groups.
Accordingly, the Ralston consolidated financial information should be
read in connection with the Ralston Purina Group and Continental Baking
Group financial information.
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
largest wholesale baker of fresh delivered bread and sweet-baked goods
in the United States and is the world's largest manufacturer of dry
cell battery products. The Company is also a major producer of 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, WONDER, HOSTESS, 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 five Business Segments-Pet and
Human Foods, Battery Products, Agricultural Products-International, and
Soy Protein Products and Other, all of which are conducted by the
Company's Ralston Purina Group, and Bakery Products which is conducted
by the Company's Continental Baking Group. On March 31, 1994, Ralston
spun-off the domestic cereal, baby food, cookie and cracker, all-
seasons resort, and coupon redemption businesses as part of Ralcorp
Holdings, Inc.
RALSTON PURINA GROUP
The Pet and Human Foods Segment consists of Ralston Purina's Pet
Products and the consumer products operations of Ralston Purina
International. 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. The international consumer products operations of
the Company produce dog and cat food and cereal in 10 countries. The
Company operates 21 manufacturing facilities in the United States and
worldwide for the production of human and pet foods. The Segment also
includes the domestic cereal, baby food and cookie and cracker and
coupon redemption businesses spun-off as part of Ralcorp Holdings, Inc.
on March 31, 1994.
The Battery Products Segment 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. Thirty-seven manufacturing
facilities are operated in the United States and abroad for the
production of battery and related products.
The Agricultural Products-International Segment consists primarily of
the business of manufacturing CHOW brand formula feeds and animal
health products in 63 Ralston Purina International Division facilities
outside the United States. On November 15, 1994, the Company signed a
Letter of Intent to sell the businesses of this segment to a wholly
owned subsidiary of PM Holdings, Inc.
The Soy Protein Products and Other 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 in seven plants, five of which
are located in the United States. The Segment also includes the all-
seasons resort operations spun-off as part of Ralcorp Holdings, Inc.
for the period from October 1, 1993 to March 31, 1994.
The principal raw materials used in the Pet and Human Foods Segment
are grain and grain products, flour, fruits and vegetables, protein
ingredients, meat by-products and sugar; in Battery Products, the
principal raw materials used are manganese dioxide, zinc, acetylene
black and potassium hydroxide; in Soy Protein Products and Other, the
principal raw materials used are protein ingredients for Protein
Technologies products; and in Agricultural Products-International, 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
1
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 rapid turnover of certain raw material
inventory items and the ability to substitute ingredients in some of
these products, such as formula feeds, provide further protection
against fluctuating raw material prices.
Pet foods 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 3,500
independent dealers outside the United States.
Competition is intense in each of the Business Segments operated by
the RPG Group. In the Pet and Human Foods 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-International 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 RPG Group, like those of similar businesses,
are subject to various federal, state and local laws and regulations
intended to protect the public health and the environment, including
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, as amended, and the RPG Group
may be required to share in the cost of cleanup with respect to
approximately 16 "Superfund" sites. The Company's, and the RPG Group'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. While it is difficult to
quantify the potential financial impact of actions involving
environmental matters, particularly remediation costs at waste disposal
sites and future capital expenditures for environmental control
equipment, in the opinion of management, the ultimate liability arising
from such environmental matters, taking into account established
accruals for estimated liabilities, is not expected to have a material
adverse effect on the combined financial position, capital
expenditures, earnings and competitive position of the Company or of
the RPG Group.
In 1994 and 1992, the RPG Group adopted restructuring plans for its
world-wide battery production capacity and certain administrative
functions. The RPG Group 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 easing of trade restrictions in many regions. Future
periods will likely include further provisions for restructuring.
The RPG Group employs 10,529 employees in the United States and
21,510 in foreign jurisdictions.
CONTINENTAL BAKING GROUP
The Bakery Products segment consists of the operations of the
Company's wholly owned subsidiary, Continental Baking Company, which is
the principal entity comprising the Company's CBG Group. The principal
bread products produced by the CBG Group, are white breads, variety
breads, reduced calorie breads, rolls, buns and English muffins,
marketed under the brand names WONDER, HOME PRIDE, BREAD DU JOUR and
BEEFSTEAK. The CBG Group also produces bread for sale under private
labels. The majority of the CBG Group's bread sales are generated by
white breads and variety breads, the latter consisting of wheat, whole
wheat, rye and other whole grain breads. Variety breads generally sell
at higher prices and at somewhat more favorable margins than private
label bread products. As a result, the CBG Group places greater
emphasis on the development and sale of its branded products,
especially the variety
2
brand breads. However, in recent years, sales have been shifting toward
lower margin breads. The CBG Group distributes bread products in areas
comprising approximately 77% of the U.S. population. The CBG Group's
principal marketing areas for bread include the Northeast, the Midwest
and the West Coast. The majority of the CBG Group's bread sales volume
is to supermarkets. For each of the last three fiscal years of the
Company, bread sales have accounted for approximately 55% of the CBG
Group's sales.
The CBG Group's sweet baked goods include snack cakes, donuts, snack
pies, muffins, and other sweet baked items, and are consumed as snacks,
meal-time desserts, and breakfast items. These products are sold under
the HOSTESS brand name and include product names TWINKIES as well as
DING DONGS, HO HO's and SUZY Q's. For each of the last three fiscal
years of the Company, sweet baked goods have accounted for
approximately 45% of the CBG Group's sales comprised of approximately
60% of snack cakes and 40% of breakfast products. The CBG Group
distributes its sweet baked goods in areas representing approximately
85% of the U.S. population. The CBG Group's principal marketing areas
for sweet baked goods include the Northeast, the Midwest and the West
Coast. Multiple packs are sold primarily through supermarkets and
snack-pack products are sold both in supermarkets and convenience
stores. Cake sales tend to be somewhat seasonal with historically weak
winter and summer periods.
The CBG Group's sales representatives make approximately 200,000
direct sales calls and deliveries every business day from 550
geographically dispersed distribution branches. The CBG Group maintains
a "direct store door" sales system which distributes its products daily
to approximately 125,000 food retailers, including grocery stores,
chain store supermarkets, convenience stores, wholesale clubs and other
retail food outlets. In addition, the CBG Group sells products to food
service customers such as vending machine operators, restaurants, fast
food chains, schools, military facilities and other institutions.
Fresh baked products are delivered directly from each of the CBG
Group's bakeries to a series of distribution depots from which the CBG
Group's sales representatives begin their route deliveries. Product
shelf life is generally three days for bread and seven days for sweet
baked good products. Each sales representative is responsible for
maintaining direct customer relations with each account, as well as
delivering fresh products and removing unsold products for direct
delivery to the CBG Group's thrift stores. All sales representatives
work on an incentive sales commission added to a base salary. A direct
line of communication from the sales representative to the bakery sales
management permits the sales management to maintain close contacts with
the buying patterns and competitive pressures that occur in the CBG
Group's numerous market areas.
The CBG Group's distribution fleet includes approximately 7,500 route
trucks, 800 tractors and 1,000 trailers, of which approximately 99% are
owned. Because of its program of scheduled maintenance, the CBG Group
believes that its distribution fleet is in good condition, and does not
anticipate the need to make major capital expenditures regarding its
fleet in the near future.
The CBG Group also operates approximately 600 thrift stores for the
sale of the Company's bakery products removed from retail stores at the
expiration of code dates. The CBG Group's thrift stores also sell
limited amounts of other items from time to time. Approximately two-
thirds of the stores are located at the CBG Group's distribution
depots, while the others are free-standing units located along the CBG
Group's distribution routes. Over the past several years, the CBG Group
has undertaken efforts to upgrade existing thrift stores and to open
additional stores. Thrift store sales for fiscal 1994 were
approximately 10% of total CBG Group sales.
Thirty-five bakeries are operated in the United States for the
production of bread products and sweet baked goods. The CBG Group
employs approximately 22,060 people. Approximately 85% of the CBG
Group's personnel are covered by approximately 350 union contracts.
Bakery personnel are generally represented by the Bakery, Confectionery
and Tobacco Workers International Union and sales personnel are
generally represented by the International Brotherhood of Teamsters
Union.
The ingredients of bread and cake products, principally flour, sugar
and edible oils, are readily available from numerous sources. The CBG
Group engages in commodities hedging programs from time to time and
also attempts to lock in prices through advance purchase contracts when
prices are expected to increase. The CBG Group utilizes a program of
central purchasing of baking ingredients and packaging materials to
obtain competitive prices.
3
The CBG Group faces intense competition in all of its market areas
from large, national bakeries and smaller regional operators, as well
as from supermarket chains with their own bakeries or private label
products and other bakery product and snack producers. The CBG Group's
bread products compete with other fresh-baked, frozen, and heat-and-
serve bread and bread-related products. Campbell Taggert, Inc. (owned
by Anheuser Busch), Interstate Bakeries Corporation and Flowers
Industries, Inc. are the Company's largest bread competitors. The
Company's sweet baked products compete with other snack cakes, donuts,
snack pies, muffins and other sweet baked goods, as well as cookies,
candy, and other snacks. McKee Baking and Interstate Bakeries
Corporation, marketing sweet baked goods under the brand names LITTLE
DEBBIE and DOLLY MADISON, respectively, are the Company's largest sweet
baked goods competitors.
The baking industry is mature with little or no growth in most
segments. As a result, most of the CBG Group's competitors are
experiencing the same problems. Weak sales, high promotion spending and
poor sales mix are at the heart of the CBG Group's profit declines in
recent years. Most of the CBG Group's problems are centered in the
bread business, with declining premium bread sales, poor bread sales
mix and limited pricing opportunities. Results are also off sharply in
thrift stores, with customer traffic down significantly. Finally, the
current environment is one that favors the low cost operator.
Competition in the baking business is based on product quality and
freshness, price, brand loyalty, effective promotional activities, and
the ability to identify and satisfy emerging consumer preferences.
Customer service, including frequency of deliveries and maintaining
fully stocked shelves, is also an important competitive factor. In a
market that has become increasingly price-oriented and value driven,
the CBG Group is facing intense competition from lower cost operators
offering longer shelf life products at heavily discounted prices.
The categories of the baking industry in which the CBG Group is most
directly involved are expected to grow at about the same rate as
population growth, and to remain highly competitive in the foreseeable
future. Future growth opportunities for the CBG Group will depend on
the CBG Group's ability to implement strategies for competing
effectively in the bakery industry, including strategies relating to
enhancing the performance of its employees, maintaining effective cost
control programs, developing and implementing methods for more
efficient bakery and distribution operations, and developing successful
new products, while at the same time maintaining aggressive pricing and
promotion of its products.
This past fiscal year, the CBG Group implemented a comprehensive
cost-reduction program. While the CBG Group successfully met the cost
reduction targets in Fiscal 1994, the previously described problems
more than offset the benefits of the cost reduction program. The CBG
Group also initiated a major head-count reduction in Fiscal 1994,
including a 30 percent reduction of the St. Louis headquarters staff.
Future periods will likely include further provisions for
restructuring.
The operations of the CBG Group, like those of similar businesses,
are subject to various federal, state, and local laws and regulations
intended to protect the public health and the environment, including
air and water quality, underground fuel storage tanks and waste
handling and disposal. The CBG Group has approximately 300 underground
fuel storage tanks at various locations throughout the United States
which are subject to federal and state regulations establishing minimum
standards for such tanks and where necessary, remediation of associated
contamination. The CBG Group is presently in the process of testing and
evaluating, and, if necessary, removing, replacing or upgrading such
tanks in order to comply with such laws. In addition, 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,
as amended, and the CBG Group may be required to share in the cost of
cleanup with respect to approximately 3 "Superfund" sites. The
Company's, and the CBG Group'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. While
it is difficult to quantify the potential financial impact of actions
involving environmental matters, particularly remediation costs at
waste disposal sites and future capital expenditures for environmental
control equipment, in the opinion of management, the ultimate liability
arising from such environmental matters, taking into account
established accruals for estimated liabilities, is not expected to have
a material adverse effect on the combined financial position, capital
expenditures, earnings and competitive position of the Company or the
CBG Group.
4
The Company, as a whole, employs 32,589 employees in the United
States and 21,510 in foreign jurisdictions. The descriptions of the
businesses of the Company and its RPG Group and CBG Group appearing
under "Ralston Purina Company and Subsidiaries Financial Review-
Highlights and Outlook" on page 77, "Ralston Purina Group Financial
Review-Highlights and Outlook" on page 15 and "Continental Baking Group
Financial Review-Highlights and Outlook" on page 51; "Ralston Purina
Company and Subsidiaries Financial Review-Liquidity and Capital
Resources" on page 78, "Ralston Purina Group Financial Review-Liquidity
and Capital Resources" on page 17 and "Continental Baking Group
Financial Review-Liquidity and Capital Resources" on page 52; "Ralston
Purina Company and Subsidiaries Business Segment Information" on pages
85 through 87, and "Ralston Purina Group Business Segment Information"
on pages 21 through 23, and "Ralston Purina Company and Subsidiaries
Supplemental Earnings Statement Information" on page 110, "Ralston
Purina Group Supplemental Earnings Statement Information" on page 44
and "Continental Baking Group Supplemental Earnings Statement
Information" on page 71 of the Ralston Purina Company 1994 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, 1994 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.
RALSTON PURINA GROUP
PET AND HUMAN FOODS
PET FOOD PLANTS
United States
Atlanta, GA
Clinton, IA<F2R>
Davenport, IA
Denver, CO
Dunkirk, NY
Flagstaff, AZ
Oklahoma City, OK
Zanesville, OH
International
Cuautitlan, Mexico<F8>
Encrucijada, Venezuela<F8>
Guatemala City, Guatemala<F8>
Innisfail, Alberta, Canada
Mississauga, Ontario, Canada
Monjos, Spain<F8>
Montfort-Sur-Risle, France
Mosquera, Columbia<F8>
Portogruaro, Italy<F8>
Ribeirao Preto, Brazil<F7>
Songtan, Korea<F8>
CEREAL PLANTS
International
Aire-Sur-Adour, France
Kunsan, Korea<F8>
BATTERY PRODUCTS
BATTERY AND RELATED PRODUCTS PLANTS
United States
Asheboro, NC<F4>
Bennington, VT
Fremont, OH
Gainesville, FL
Garretsville, OH
Marietta, OH
Maryville, MO
Newport News, VA
Red Oak, IA
St. Albans, VT
International
Alexandria, Egypt
Sao Paulo, Brazil
Beccar, Argentina
Beijing, PRC<F10>
Cali, Colombia
Caudebec Les Elbeuf, France<F2>
Istanbul, Turkey
Itapecerica, Brazil
Ekala, Sri Lanka
Jakarta, Indonesia
Johore Bahru, Malaysia
Juarez, Mexico
Jurong, Singapore<F4>
La Chaux-de-Fonds, Switzerland
Manila, Philippines
Cebu, Philippines
Nakuru, Kenya<F6>
New Territories, Hong Kong
Sydney, Australia
Macau
Slany, Czech Republic
Tanfield Lea, United
Kingdom
Tecamac, Mexico
Tema, Ghana
Walkerton, Ontario,
Canada
Zaragoza, Spain
5
AGRICULTURAL PRODUCTS-INTERNATIONAL
FEED PLANTS
International<F9>
Addison, Ontario, Canada
Barcelona, Venezuela
Bastia-Umbra, Italy
Benavente, Portugal
Benavente, Spain<F1>
Borgoratto, Italy
Buga, Colombia
Cabimus, Venezuela
Canoas, Brazil
Cantanhede, Portugal
Carmo Do Cajuru, Brazil<F2>
Carnoet, France
Cartegena, Colombia
Chiclayo, Peru
Courchelettes, France
Cuautitlan, Mexico<F3>
Dos Hermanas, Spain<F1>
Drummondville, Quebec, Canada
Encrucijada, Venezuela<F3>
Galicia, Spain<F1>
Gonen, Turkey
Guadalajara, Mexico
Guatemala City, Guatemala<F3>
Inhumas, Brazil
Karcag, Hungary
Kunsan, Korea<F7>
Lima, Peru
Longue, France
Luleburgaz, Turkey
Macon, France
Maracaibo, Venezuela
Marcilla, Spain<F1>
Maringa, Brazil
Merida, Spain<F1>
Mexicali, Mexico
Monjos, Spain<F1><F3>
Monterrey, Mexico
Mosquera, Colombia<F3>
Nanjing, People's Rep. of China
Obregon, Mexico
Palmerston, Ontario, Canada
Paulinia, Brazil
Pommevic, France
Ponta Grossa, Brazil
Portogruaro, Italy<F3>
Pulilan, Philippines
Pusan, Korea
Recife, Brazil
Ribeirao Preto, Brazil<F3>
St. Romuald, Quebec, Canada
Salamanca, Mexico
San Felice, Italy
Songtan, Korea<F3>
Sorcy, France
Sospiro, Italy
Strathroy, Ontario, Canada
Tehuacan, Mexico
Termoli, Italy
Torrejon, Spain<F1>
Torreon, Mexico
Valencia, Spain<F1>
Volta Redonda, Brazil
Woodstock, Ontario, Canada
HATCHERIES
Valencia, Venezuela
HOG OPERATIONS
Maracay, Venezuela<F1>
SOY PROTEIN PRODUCTS AND OTHER
FOOD PROTEIN PLANTS
United States
Memphis, TN
Pryor, OK
International
Hannan, Japan<F1>
Ieper, Belgium
INDUSTRIAL PROTEIN PLANT
Louisville, KY
POWDERED ALPHA CELLULOSE PLANT
Urbana, OH
DAIRY FOOD SYSTEMS PLANT
Hager City, WI
CONTINENTAL BAKING GROUP
BREAD BAKERIES
Akron, OH
Anchorage, AK
Buffalo, NY
Columbus, OH
Hodgkins, IL
Jamaica, NY
Phoenix, AZ
Pomona, CA
Portland, OR
Richmond, VA
Sacramento, CA
Salt Lake City, UT
San Pedro, CA
Seattle, WA
Spokane, WA
Tulsa, OK
Utica, NY
Waterloo, IA
6
CAKE BAKERIES
Detroit, MI
Glendale, CA
Los Angeles, CA
Schiller Park, IL
Seattle, WA
BREAD AND CAKE BAKERIES
Dallas, TX
Davenport, IA
Denver, CO
East Brunswick, NJ
Indianapolis, IN
Kansas City, MO
Memphis, TN
Natick, MA
Ogden, UT
Philadelphia, PA
St. Louis, MO
San Francisco, CA
OTHER PROPERTIES
RESEARCH FACILITIES
Gray Summit, MO<F5>
St. Louis, MO<F5A>
Tanfield Lea, United Kingdom
Westlake, OH<F5B>
MACHINE SHOP AND FOUNDRY
St. Louis, MO
ADMINISTRATIVE AND EXECUTIVE OFFICES
St. Louis, MO
In addition to the properties identified above, the Company and its
subsidiaries own and/or operate retail thrift stores for sale of bakery
products, sales offices, regional offices, storage facilities,
distribution centers and terminals and related properties.
[FN]
-----
<F1> 20% to 50% owned interests
<F2> Leased; <F2R> Leased pursuant to industrial revenue bond financing
<F3> Also produces pet food
<F4> Two plants
<F5> Provides service for Human and Pet Foods; <F5A> Human and Pet Foods
and Soy Protein Products and Other; <F5B> Battery Products
<F6> Less than 20% owned interest
<F7> Also produces cereal
<F8> Also produces feed
<F9> On November 15, 1994, the Company signed a Letter of Intent to
sell the businesses of the Agricultural Products-International
Segment to a wholly owned subsidiary of PM Holdings, Inc.
<F10> Plant has closed since November 1, 1994.
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 September 27, 1994, the Company's wholly-owned subsidiary,
Continental Baking Company was served with a subpoena by the Dallas,
Texas office of the Antitrust Division of the U.S. Department of
Justice requiring it to produce records to a Federal Grand Jury. The
subpoena seeks information regarding the sale of bread and bread
products (including snack cakes), principally in the State of Texas,
during the period from January 1, 1986 to present.
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
7
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 federal and state baby food antitrust
matters will be shared equally, except that the Company will be solely
responsible for any settlement or judgment exceeding a certain set
amount.
On January 6, 1993, the Company was served with an action entitled
Sunshine Mills, Inc. v. Ralston Purina Co., CV-93-P-0024-W, which is
currently pending in the United States District Court for the Northern
District of Alabama. The suit charged the Company with attempted
monopolization, conspiracy in restraint of trade and unlawful price
discrimination, together with false advertising and tortious
interference with business relations, in connection with its marketing
activities in pet foods. The Company has filed counterclaims
challenging certain labeling and advertising activities of Sunshine.
Both parties moved for summary judgment on the other's case; and on
October 31, 1994, the trial court granted summary judgment for the
Company with respect to Sunshine's claims of attempted monopolization,
conspiracy in restraint of trade, unlawful price discrimination, and
tortious interference with business relations to the extent that such
claim was predicated on the same Company activities claimed to violate
federal antitrust law.
On April 26, 1993, the Company also received two letters of inquiry
from the Federal Trade Commission seeking information related to the
allegations in the Sunshine lawsuit. One of these inquires has been
closed with no further action against the Company.
The Baby Food and Sunshine matters contain questionable allegations;
and, in the opinion of management, the Company has numerous meritorious
defenses to each. The amount of alleged liability asserted by these
actions cannot be determined with certainty. In the opinion of
management, however, the ultimate liability of the Company, if any,
arising from these proceedings, other legal claims and known potential
legal claims which are probable of assertion, taking into account
established accruals 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, 60, 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, 31
years.
Robert W. Bracken, 56, Vice President; President and Chief Operating
Officer of Continental Baking Company and Corporate Officer since 1992;
Executive Vice President with responsibility for field operations
1989-92; Executive Vice President-Operations 1981-89; also held
position of General Manager, Eastern Division of CBC 1983-85. Company
service, 23 years.
Jay W. Brown, 49, Vice President; Chairman of the Board and Chief
Executive Officer, Continental Baking Company since 1985 and Corporate
Officer since 1984; President, Van Camp Seafood Division 1983-84; Vice
President, Foodmaker, Inc. 1981-83. Company service, 24 years.
8
Franklin J. Cornwell, Jr., 52, Vice President; Chief Executive
Officer, Ralston Purina International since 1992 and Corporate Officer
since 1984; Director, Business Development, 1984-92; Division Vice
President, Corporate Development 1981-84; Executive Vice President,
Foodmaker, Inc. 1978-81. Company service, 28 years.
James R. Elsesser, 50, Vice President and Chief Financial Officer
since 1985 and Corporate Officer since 1985; Vice President, March-
September, 1985; Treasurer, February-September, 1985. Company service,
10 years.
Paul H. Hatfield, 58, Vice President; Chief Executive Officer and
President, Protein Technologies International, Inc. since 1987 and
Corporate Officer since 1977; Group Vice President and President,
Protein Technologies and Ralston Purina International 1985-87; Group
Vice President and President, Diversified Businesses and Ralston Purina
International 1982-85; Group Vice President, Protein Technologies, Food
Enterprises and Mariculture Operations 1979-82. Company service, 35
years.
Patrick C. Mannix, 49, Vice President; Executive Vice President,
Eveready Battery Company, International since 1991 and Corporate
Officer since 1992; Area Chairman, Asia Pacific operations, Eveready
Battery, 1985-91. Company service, 31 years, including 23 years with
Eveready Battery Division of Union Carbide Corporation.
W. Patrick McGinnis, 47, Vice President; President and Chief
Executive Officer, Grocery 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, 22 years.
George L. Meffert, Jr., 54, Vice President; Executive Vice President,
North America, Eveready Battery Company, since 1988 and Corporate
Officer since 1992; Area Chairman, Latin American operations, Eveready
Battery, 1985-88. Company service, 29 years, including 21 years with
Eveready Battery Division of Union Carbide Corporation.
J. Patrick Mulcahy, 50, Vice President; Chairman of the Board, Chief
Executive Officer and President, 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, 27 years.
James M. Neville, 55, Vice President, General Counsel and Secretary
since 1989, and Corporate Officer since 1983; Vice President and
General Counsel 1984-89. Company service, 11 years.
Ronald D. Winney, 52, Treasurer and Corporate Officer since 1985;
Division Vice President and Assistant Treasurer 1984-85; Assistant
Treasurer 1977-85. Company service, 25 years.
Anita M. Wray, 40, Corporate Vice President and Controller since
April 1994; Division Vice President and Director of Financial
Accounting Services, 1985-1994. Company service, 15 years.
(Ages and years of service as of December 31, 1994.)
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS.
The Company's RAL Stock and CBG 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, 1994, there were 24,959
shareholders of record of the Company's RAL Stock and 19,574
shareholders of record of the Company's CBG Stock.
9
[Enlarge/Download Table]
The following tables set forth dividends paid and range of market
prices for the RAL Stock and the CBG Stock (for the year ended
September 30):
DIVIDENDS PAID
--------------------------------------------------------------
RAL STOCK CBG STOCK
---------------------- ------------------------
1994 1993 1994 1993
---- ---- ---- ----
First Quarter........................................ $.30 <F*> .08 <F*>
Second Quarter....................................... .30 <F*> <F*>
Third Quarter........................................ .30 <F*> <F*>
Fourth Quarter....................................... .30 <F*> <F*>
(1st month of 1993 only)
Fourth Quarter....................................... .30 .08
(2nd and 3rd months of 1993 only)
[Enlarge/Download Table]
MARKET PRICE RANGE
---------------------------------------------------------------
RAL STOCK CBG STOCK
---------------------- ------------------------
1994 1993 1994 1993
---- ---- ---- ----
First Quarter........................................$42 3/4-38 1/4 <F*> $10 -7 1/2 <F*>
Second Quarter.......................................$46 3/8-38 1/4 <F*> $ 9 5/8-6 3/8 <F*>
Third Quarter........................................$39 1/2-33 1/2 <F*> $ 6 7/8-4 1/2 <F*>
Fourth Quarter.......................................$42 1/4-34 3/8 <F*> $ 6 -4 <F*>
(1st month of 1993 only)
Fourth Quarter....................................... $40 3/4-33 1/2 $10 5/8-8 1/2
(2nd and 3rd months of 1993 only)
<FN>
-----
<F*> On July 30, 1993, the Company's shareholders approved the amendment
of the Company's Restated Articles of Incorporation to authorize a
new class of common stock, the CBG Stock, and to re-designate the
Company's existing common stock ("Old Common Stock") as RAL Stock.
Immediately thereafter the Company's Board of Directors authorized
the distribution of one share of CBG Stock for every five shares of
the Old Common Stock held. For the first, second and third quarters
of 1993, dividends paid on the Old Common Stock were $.30, .316 and
.316, respectively, and the market price range was $49 1/2-40 7/8,
$52 1/8-44 5/8, and $51-43 3/4, respectively. For the first month of
the fourth quarter of 1993, no dividends were paid and the market
price range of the Old Common Stock was $46 7/8-37 7/8.
The Board of Directors intends to declare and pay dividends on RAL
Stock and CBG Stock based on the financial condition and results of
operations of the Ralston Purina Group and the Continental Baking
Group, respectively, although it has no obligation under Missouri law
to do so. In determining its dividend policy with respect to RAL Stock
and CBG Stock, the Board will rely on the separate financial statements
of the Ralston Purina Group and the Continental Baking Group,
respectively. The method of calculating earnings per share for RAL
Stock and CBG Stock reflects the Board's intent that separately
reported earnings and the surplus of the Ralston Purina Group and the
Continental Baking Group, as determined consistent with the Company's
Restated Articles of Incorporation, are available for payment of
dividends to the respective classes of stock, although legally
available funds of the Company and liquidation preferences of these
classes of stock do not necessarily correspond with these amounts.
Dividends on RAL Stock and CBG Stock are limited to legally available
funds of the Company, which are determined on the basis of the entire
corporation. Distributions on RAL Stock and CBG Stock would be
precluded by a failure to pay dividends on preferred stock of the
Company. Any net losses of the Ralston Purina Group and the Continental
Baking Group and distributions on RAL Stock and CBG Stock, as well as
any preferred stock, will reduce the legally available funds of the
Company available for payment of dividends on RAL Stock and CBG Stock
as well as any preferred stock.
In addition, dividends on CBG Stock cannot exceed the Available CBG
Dividend Amount, an amount which is intended to be similar to the
amount which would be legally available for dividends if the
10
Continental Baking Group were an independent corporation (excluding the
effect of adopting FAS 106 and FAS 109).
The Board has adopted certain policies with respect to the Ralston
Purina Group and the Continental Baking Group, including, without
limitation, the intention to: (i) sell assets and provide services
between the Groups only on a fair value basis, as determined by the
Board in the good faith exercise of its business judgment; and (ii)
treat funds generated by sales of RAL Stock or CBG Stock (except for
sales of CBG Stock deemed to represent the Retained Interest of the
Ralston Purina Group in the Continental Baking Group) and securities
convertible into such stock as assets of the Ralston Purina Group or
the Continental Baking Group, as the case may be, and apply such funds
to acquire assets or reduce liabilities of the Ralston Purina Group or
the Continental Baking Group, respectively. These policies may be
modified or rescinded by action of the Board, or the Board may adopt
additional policies, without the approval of holders of the two classes
of the Company's common stock, although the Board has no present
intention to do so.
ITEM 6. SELECTED FINANCIAL DATA.
The summary of selected financial data regarding Ralston Purina
Company, the RPG Group and the CBG Group appearing on pages 75 through
76, 14 and 50 of the Ralston Purina Company 1994 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 77 through 84, "Ralston Purina Group
Financial Review" on pages 15 through 20 and "Continental Baking Group
Financial Review" on pages 51 through 53, and the information appearing
under "Ralston Purina Company and Subsidiaries Business Segment
Information" on pages 85 through 87 and "Ralston Purina Group Business
Segment Information" on pages 21 through 23 of the Ralston Purina
Company 1994 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 89 through 111, the combined financial
statements of the Ralston Purina Group appearing on pages 25 through 45
and the combined financial statements of the Continental Baking Group
appearing on pages 55 through 73, together with the reports thereon of
Price Waterhouse on pages 88, 24 and 54, respectively, and the
supplementary data under "Ralston Purina Company and Subsidiaries
Quarterly Financial Information" on pages 112 and 113, "Ralston Purina
Group Quarterly Financial Information" on page 46 and "Continental
Baking Group Quarterly Financial Information" on page 74 of the Ralston
Purina Company 1994 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 12 of the
Ralston Purina Company Notice of Annual Meeting and Proxy Statement
dated December 15, 1994 is hereby incorporated by reference.
ITEM 11. EXECUTIVE COMPENSATION.
Information appearing under "Executive Compensation" on pages 13
through 17, "Stock Ownership" on pages 7 through 10, and the
remuneration information under "Directors' Meetings, Committees and
Fees" on pages 11 and 12 of the Ralston Purina Company Notice of Annual
Meeting and Proxy Statement dated December 15, 1994 is hereby
incorporated by reference.
11
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 10
of the Ralston Purina Company Notice of Annual Meeting and Proxy
Statement dated December 15, 1994 is hereby incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Not applicable.
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,
1994, 1993 and 1992.
Consolidated Balance Sheet-for years ended September 30, 1994
and 1993.
Consolidated Statement of Cash Flows-for years ended September
30, 1994, 1993, and 1992.
Consolidated Statement of Shareholders Equity-for years ended
September 30, 1994, 1993 and 1992.
Notes to Financial Statements.
b. Financial Statement Schedules V and VI attached, together with
the Report of Independent Accountants thereon.*
Schedule V-Property, Plant and Equipment as filed herewith.
Schedule VI-Accumulated Depreciation of Property, Plant and
Equipment as filed herewith.
c. 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 July 30, 1993, are hereby incorporated
by reference to the Company's Form 10-K for the fiscal
year ended September 30, 1993.<F*>
(3ii) The By-Laws of Ralston Purina Company, as amended
September 24, 1993 are hereby incorporated by reference
to the Company's Form 10-K for the fiscal year ended
September 30, 1993.<F*>
(4) The Second Amended Rights Agreement, effective July 30,
1993, is hereby incorporated by reference to the Company's
Form 10-K for the fiscal year ended September 30, 1993.<F*>
(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.<F*>
(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.
12
(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 Form of 1986 Stock Performance Award is incorporated
by reference to the Company's Form 10-K for the fiscal
year ended September 30, 1986.
(iv) 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.
(v) 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.
(j) Retirement Plan for Non-Management Directors, as
amended November 20, 1987 and July 22, 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.
(vi) 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.
13
(vii) 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.
(viii) 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.
(ix) 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.
(x) 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.
(i) Conversion Opportunity for Continental Baking
Company Employees dated October 13, 1993.
(j) 1993 Salary Acceleration Request and Agreement dated
November 17, 1992.
(k) 1994 Salary Acceleration Request and Agreement dated
October 14, 1993.
14
(xi) Form of Letter for Deferral of 1995 Bonus Award.
(xii) 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.<F*>
(xiii) Form of Conversion Agreement and Option for Continental
Baking Company Employees, effective November 18, 1993.
(xiv) Trust Agreement between Ralston Purina Company and
Wachovia Bank of North Carolina, N.A., dated as of
September 15, 1994.<F*>
(xv) Leveraged Incentive Plan, adopted as of September 23,
1994.
(11) Statement re: Computation of Per Share Earnings.<F*>
(13) Pages 13 to 113 of the Ralston Purina Company Annual
Report to Shareholders 1994, which are incorporated
herein by reference, are filed herewith.
(21) Subsidiaries of the Registrant.
(23) Consent of Independent Accountants.
(27) Financial Data Schedule
[FN]
-----
<F*> Not a management contract or compensatory plan or arrangement.
2. Current Reports on Form 8-K:
Not Applicable.
15
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 28, 1994
[Enlarge/Download Table]
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below on December 28, 1994, by the
following persons on behalf of the registrant in the capacities
indicated.
SIGNATURE TITLE
--------- -----
WILLIAM P. STIRITZ Chairman of the Board, Chief Executive Officer, President and
----------------------------------------------------------------- Director
William P. Stiritz
JAMES R. ELSESSER Vice President and Chief Financial Officer
-----------------------------------------------------------------
James R. Elsesser
ANITA M. WRAY Vice President and Controller
-----------------------------------------------------------------
Anita M. Wray
DAVID R. BANKS Director
-----------------------------------------------------------------
David R. Banks
JOHN H. BIGGS Director
-----------------------------------------------------------------
John H. Biggs
THEODORE A. BURTIS Director
-----------------------------------------------------------------
Theodore A. Burtis
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
Director
-----------------------------------------------------------------
John F. McDonnell
KATHERINE D. ORTEGA Director
-----------------------------------------------------------------
Katherine D. Ortega
16
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 V & VI attached hereto should be read in conjunction with
the financial statements included in Item 8. Schedules not included
have been omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES
To the Board of Directors
of Ralston Purina Company
Our audits of the consolidated financial statements of Ralston Purina
Company, the combined financial statements of Ralston Purina Group and
the combined financial statements of Continental Baking Group referred
to in our reports dated November 4, 1994, except as to the "Subsequent
Event" note, which is dated as of November 15, 1994 for Ralston Purina
Company and Ralston Purina Group, appearing on page 88, 24 and 54,
respectively, of the Ralston Purina Company 1994 Annual Report to
Shareholders (which reports and financial statements are incorporated
by reference in this Annual Report on Form 10-K), also included an
audit of the Financial Statement Schedules listed in Item 14.1.b. of
this Form 10-K. In our opinion, these Financial Statement Schedules
present fairly, in all material respects, the information set forth
therein when read in conjunction with the related financial statements.
PRICE WATERHOUSE LLP
St. Louis, Missouri
November 4, 1994
F-1
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RALSTON PURINA COMPANY AND SUBSIDIARIES
SCHEDULE V - PROPERTY PLANT AND EQUIPMENT (DOLLARS IN MILLIONS)
BALANCE AT ADDITIONS BALANCE AT
BEGINNING AT OTHER CLOSE
CLASSIFICATION OF PERIOD COST<Fa> CORETIREMENTS<Fb> CHANGES<Fc> OF PERIOD
-------------- ---------- --------- ----------------- ----------- ----------
YEAR ENDED SEPTEMBER 30, 1994
Land.......................................... $ 179.4 $ 4.2 $ (67.7) $ 0.9 $ 116.8
Buildings..................................... 822.2 35.3 (157.1) 4.9 705.3
Machinery and equipment....................... 2,790.4 321.4 (546.0) 16.0 2,581.8
Construction in progress...................... 149.8 (4.2) (21.7) 123.9
-------- ------ ------- ----- --------
$3,941.8 $356.7 $(792.5) $21.8 $3,527.8
======== ====== ======= ===== ========
YEAR ENDED SEPTEMBER 30, 1993
Land.......................................... $ 158.8 $ 35.7 $ (10.4) $ (4.7) $ 179.4
Buildings..................................... 798.7 56.1 (10.0) (22.6) 822.2
Machinery and equipment....................... 2,662.0 285.4 (87.8) (69.2) 2,790.4
Construction in progress...................... 145.5 4.3 149.8
-------- ------ ------- ------ --------
$3,765.0 $381.5 $(108.2) $(96.5) $3,941.8
======== ====== ======= ====== ========
YEAR ENDED SEPTEMBER 30, 1992
Land.......................................... $ 147.0 $ 15.1 $ (3.7) $ 0.4 $ 158.8
Buildings..................................... 738.7 53.5 (6.4) 12.9 798.7
Machinery and equipment....................... 2,340.4 377.9 (93.1) 36.8 2,662.0
Construction in progress...................... 216.4 (70.9) 145.5
-------- ------- ------- ------ --------
$3,442.5 $375.6 $(103.2) $ 50.1 $3,765.0
======== ====== ======= ====== ========
<FN>
-----
<Fa> Additions for the year ended September 30, 1994 include $24.6 for
the acquisition of National Oats ($.5 Land, $6.8 Buildings, $17.0
Machinery and Equipment, and $.3 Construction in Progress).
Additions for the year ended September 30, 1993 included $56.4 for
the acquisition of Breckenridge ($23.9 Land, $5.5 Buildings, $26.5
Machinery and Equipment, and $.5 Construction in Progress) and $4.3
for the acquisition of Gates ($1.2 Land, $2.1 Buildings, and $1.0
Machinery and Equipment). Additions for the year ended September
30, 1992 includes $29.9 for the acquisition of Tudor ($5.1 Land,
$5.5 Buildings and $19.3 Machinery and Equipment) and $20.3 for the
acquisition of Ever Ready Limited ($3.5 Land, $7.7 Buildings and
$9.1 Machinery and Equipment).
<Fb> Retirements for the year ended September 30, 1994 include $645.3
for the spin-off of Ralcorp ($54.6 Land, $132.5 Buildings, $436.4
Machinery and Equipment and $21.8 Construction in Progress).
<Fc> Changes in foreign assets due to foreign currency translation.
F-2
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RALSTON PURINA COMPANY AND SUBSIDIARIES
SCHEDULE VI - ACCUMULATED DEPRECIATION OF PROPERTY,
PLANT AND EQUIPMENT (DOLLARS IN MILLIONS)
PROPERTY
ADDITIONS WRITEDOWNS
BALANCE AT CHARGED TO ASSOCIATED BALANCE AT
BEGINNING COSTS AND WITH OTHER CLOSE
CLASSIFICATION OF PERIOD EXPENSES RETIREMENTS<Fa> RESTRUCTURING CHANGES<Fb> OF PERIOD
-------------- ---------- ---------- --------------- ------------- ----------- ---------
YEAR ENDED SEPTEMBER 30, 1994
Buildings..................... $ 269.1 $ 29.8 $ (42.5) $ 7.9 $ 1.6 $ 265.9
Machinery and equipment....... 1,341.1 234.9 (253.0) 35.0 6.5 1,364.5
-------- ------ ------- ----- ------ --------
$1,610.2 $264.7 $(295.5) $42.9 $ 8.1 $1,630.4
======== ====== ======= ===== ====== ========
YEAR ENDED SEPTEMBER 30, 1993
Buildings..................... $ 247.3 $ 33.1 $ (4.7) $ (6.6) $ 269.1
Machinery and equipment....... 1,211.3 230.4 (70.8) (29.8) 1,341.1
-------- ------ ------ ----- ------ --------
$1,458.6 $263.5 $(75.5) $ 0.0 $(36.4) $1,610.2
======== ====== ====== ===== ====== ========
YEAR ENDED SEPTEMBER 30, 1992
Buildings..................... $ 213.0 $ 31.5 $ (1.5) $ 4.3 $ 247.3
Machinery and equipment....... 1,045.8 223.2 (73.8) 16.1 1,211.3
-------- ------ ------ ----- ------ --------
$1,258.8 $254.7 $(75.3) $ 0.0 $ 20.4 $1,458.6
======== ====== ====== ===== ====== ========
<FN>
-----
<Fa> Retirements for the year ended September 30, 1994 include $188.5
for the spin-off of Ralcorp ($29.4 Buildings and $159.1 Machinery
and Equipment).
<Fb> Changes in accumulated depreciation due to foreign currency
translation.
F-3
SR-438
Dates Referenced Herein and Documents Incorporated by Reference
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