<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-12619
RALCORP HOLDINGS, INC.
SAVINGS INVESTMENT PLAN
RALCORP HOLDINGS, INC.
SUITE 2900
800 MARKET STREET
ST. LOUIS, MISSOURI 63101
<PAGE> 2
RALCORP HOLDINGS, INC.
SAVINGS INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
(in thousands)
<TABLE>
<CAPTION>
Year Ended December 31, 1996
-----------------------------------------------------------------------
U.S. Growth
Ralcorp Fixed Equity Government and
Stock Income Index Money Income Balanced
Fund Fund Fund Market Fund Fund
---------- --------- ----------- ---------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Additions to Net Assets:
Contributions:
Participants $ 5,582 $ 142 $ 290 $ 127 $ 340 $ 318
Employer 4,866
--------- --------- --------- --------- --------- ---------
10,448 142 290 127 340 318
--------- --------- --------- --------- --------- ---------
Investment income:
Dividends and interest 438 279 357 695 762
Net appreciation (depreciation) in fair
value of investments (5,803) (23) 2,136 1,267 649
--------- --------- --------- --------- --------- ---------
(5,803) 415 2,415 357 1,962 1,411
--------- --------- --------- --------- --------- ---------
Total Additions 4,645 557 2,705 484 2,302 1,729
--------- --------- --------- --------- --------- ---------
Deductions from Net Assets:
Benefits paid (4,890) (1,382) (1,628) (1,605) (1,132) (1,275)
Administrative expenses (27) (2) (4) (4) (3) (4)
--------- --------- --------- --------- --------- ---------
(4,917) (1,384) (1,632) (1,609) (1,135) (1,279)
--------- --------- --------- --------- --------- ---------
Net Increase (Decrease) Prior to Transfers (272) (827) 1,073 (1,125) 1,167 450
Transfer to American Redemption Systems
Savings Investment Plan (229) (120) (263) (162) (99) (66)
Interfund Transfers (4,173) 26 1,263 1,293 705 129
--------- --------- --------- --------- --------- ---------
Net increase (decrease) in assets (4,674) (921) 2,073 6 1,773 513
--------- --------- --------- --------- --------- ---------
Net assets, beginning of period 43,085 7,768 10,541 7,162 7,958 9,042
--------- --------- --------- --------- --------- ---------
Net assets, end of period $ 38,411 $ 6,847 $ 12,614 $ 7,168 $ 9,731 $ 9,555
========= ========= ========= ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
Year Ended December 31, 1996
--------------------------------------------------
Inter- Parti-
Aggressive national cipant
Growth Growth Loan
Fund Fund Fund Total
---------- --------- ---------- ---------
<S> <C> <C> <C> <C>
Additions to Net Assets:
Contributions:
Participants $ 269 $ 265 $ 7,333
Employer 4,866
--------- --------- --------- ---------
269 265 - 12,199
--------- --------- --------- ---------
Investment income:
Dividends and interest 244 223 $ 535 3,533
Net appreciation (depreciation) in fair
value of investments 274 462 (1,038)
--------- --------- --------- ---------
518 685 535 2,495
--------- --------- --------- ---------
Total Additions 787 950 535 14,694
--------- --------- --------- ---------
Deductions from Net Assets:
Benefits paid (560) (660) (1,285) (14,417)
Administrative expenses (2) (2) (48)
--------- --------- --------- ---------
(562) (662) (1,285) (14,465)
--------- --------- --------- ---------
Net Increase (Decrease) Prior to Transfers 225 288 (750) 229
Transfer to American Redemption Systems
Savings Investment Plan (39) (87) (136) (1,201)
Interfund Transfers 507 254 (4) -
--------- --------- --------- ---------
Net increase (decrease) in assets 693 455 (890) (972)
--------- --------- --------- ---------
Net assets, beginning of period 3,694 4,726 7,344 101,320
--------- --------- --------- ---------
Net assets, end of period $ 4,387 $ 5,181 $ 6,454 $ 100,348
========= ========= ========= =========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 3
RALCORP HOLDINGS, INC.
SAVINGS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
(in thousands)
<TABLE>
<CAPTION>
December 31, 1996
------------------------------------------------------------------------------------
U.S. Growth
Ralcorp Fixed Equity Government and
Stock Income Index Money Income Balanced
Fund Fund Fund Market Fund Fund
--------- --------- -------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments
Shares in registered investment
companies $ 473 $ 6,118 $ 12,613 $ 7,167 $ 9,730 $ 9,553
Ralcorp common stock 37,942
Insurance company contracts 729
Notes receivable from participants
-------- -------- -------- -------- -------- --------
Total investments 38,415 6,847 12,613 7,167 9,730 9,553
-------- -------- -------- -------- -------- --------
Contributions receivable 1 1 1 2
Interest and dividends receivable 1
-------- -------- -------- -------- -------- --------
Total Assets 38,416 6,847 12,614 7,168 9,731 9,555
-------- -------- -------- -------- -------- --------
Liabilities
Fees payable 5
-------- -------- -------- -------- -------- --------
Total Liabilities 5 - - - - -
-------- -------- -------- -------- -------- --------
Net Assets Available for Benefits $ 38,411 $ 6,847 $ 12,614 $ 7,168 $ 9,731 $ 9,555
======== ======== ======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1996
--------------------------------------------------------
Inter- Parti-
Aggressive national cipant
Growth Growth Loan
Fund Fund Fund Total
----------- --------- ------- --------
<S> <C> <C> <C> <C>
Assets
Investments
Shares in registered investment
companies $ 4,386 $ 5,180 $ 55,220
Ralcorp common stock 37,942
Insurance company contracts 729
Notes receivable from participants $ 6,454 6,454
-------- -------- -------- --------
Total investments 4,386 5,180 6,454 100,345
-------- -------- -------- --------
Contributions receivable 1 1 7
Interest and dividends receivable 1
-------- -------- -------- --------
Total Assets 4,387 5,181 6,454 100,353
-------- -------- -------- --------
Liabilities
Fees payable 5
-------- -------- -------- --------
Total Liabilities - - - 5
-------- -------- -------- --------
Net Assets Available for Benefits $ 4,387 $ 5,181 $ 6,454 $100,348
======== ======== ======== ========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 4
RALSTON RESORTS, INC.
SAVINGS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
<TABLE>
<CAPTION>
December 31, 1995
-----------------------------------------------------------------
U.S. Growth
Ralston Fixed Equity Government and
Stock Income Index Money Income
Fund Fund Fund Market Fund
------- ------ ------ ---------- ------
<S> <C> <C> <C> <C> <C>
Assets
Investments
Shares in registered investment companies $4,835 $14,980 $44,598 $42,176
Ralcorp common stock $75,192
Insurance company contracts 1,185
Notes receivable from participants
------- ------ ------- ------- --------
Total investments 75,192 6,020 14,980 44,598 42,176
------- ------ ------- ------- --------
Net Assets Available for Benefits $75,192 $6,020 $14,980 $44,598 $42,176
======= ====== ======= ======= ========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1995
-----------------------------------------------------------------
Inter-
Aggressive national Participant
Balanced Growth Growth Loan
Fund Fund Fund Fund Total
-------- ---------- -------- ----------- ------
<S> <C> <C> <C> <C> <C>
Assets
Investments
Shares in registered investment companies $62,423 $47,807 $49,907 $ $266,726
Ralcorp common stock 75,192
Insurance company contracts 1,185
Notes receivable from participants 8,422 8,422
------- ------- ------- ------ --------
Total investments 62,423 47,807 49,907 8,422 351,525
------- ------- ------- ------ --------
Net Assets Available for Benefits $62,423 $47,807 $49,907 $8,422 $351,525
======= ======= ======= ====== ========
</TABLE>
<PAGE> 5
ATTACHMENT I
RALCORP HOLDINGS, INC.
SAVINGS INVESTMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
<TABLE>
<CAPTION>
December 31, 1996
---------------------------------------------
Number of Fair
Description of Investment Shares/Units Cost Value
------------------------- ------------ ---------- -----------
($ in thousands)
<S> <C> <C> <C>
Vanguard Wellington Fund 365,307 $ 7,794 $ 9,553
Vanguard Explorer Fund 81,475 3,922 4,386
Vanguard Money Market Reserve Fund -
Federal Porfolio 7,167,285 7,167 7,167
Vanguard Money Market Reserve Fund -
Prime Portfolio 472,616 473 473
Vanguard Index Trust - 500 Portfolio 182,381 8,712 12,613
Vanguard Windsor II Fund 408,315 7,702 9,730
Vanguard International Growth Portfolio 314,744 4,511 5,180
Vanguard Short Term Corporate Bond Fund 174,434 1,868 1,875
Vanguard Investment Contract Trust 4,242,850 4,243 4,243
---------- ----------
Total investment in shares in registered
investment companies 46,392 55,220
---------- ----------
Ralcorp Holdings, Inc. common stock 1,796,088 37,738 37,942
Insurance contracts - separate accounts
American International Life Assurance 334 334
Metropolitan Life Insurance 395 395
---------- ----------
Total insurance company contracts 729 729
---------- ----------
Loans to Plan participants 6,454 6,454
---------- ----------
$ 91,313 $ 100,345
========== ==========
</TABLE>
<PAGE> 6
ATTACHMENT II
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
RALCORP HOLDINGS, INC.
SAVINGS PLAN
SUMMARY OF PLAN TRANSACTIONS
01/01/96 THROUGH 12/31/96
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
IDENTITY OF COST OF NO. OF PROCEEDS FROM NET HISTORICAL NET MARKET VALUE
ISSUE PURCHASES PURCHASES SALES NO. OF SALES GAIN OR (LOSS) GAIN OR (LOSS)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
RALCORP COMMON STOCK FUND 17,314,345.70 152 16,200,271.87 246 965,792.19 (1,148,012.21)
FIXED INCOME FUND 3,549,365.91 102 4,447,861.08 181 20,404.06 6,580.98
VANGUARD WELLINGTON FUND 2,323,397.26 133 2,468,706.18 182 422,557.51 116,701.16
VANGUARD EXPLORER FUND 1,673,415.80 138 1,261,318.32 151 141,292.75 69,674.09
VMMR FEDERAL PORTFOLIO 6,236,129.34 209 6,203,160.64 234 0.00 0.00
VANGUARD INDEX 500 PORTFOLIO 3,040,280.88 168 3,103,790.88 183 691,836.16 260,773.79
VANGUARD WINDSOR II 3,151,706.20 153 2,652,025.92 196 484,545.71 228,051.43
INTERNATIONAL GROWTH PORTFOLIO 1,579,874.05 135 1,593,321.51 186 181,213.29 94,702.92
- ---------------------------------------------------------------------------------------------------------------------------------
TOTALS $38,868,515.14 $37,930,456.40 $2,907,641.67 ($371,527.84)
=============== =============== ============== =============
</TABLE>
<PAGE> 7
RALCORP HOLDINGS, INC.
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1: DESCRIPTION OF PLAN
The following description of the Ralcorp Holdings, Inc. (the Company) Savings
Investment Plan (the Plan) provides only general information. Participants
should refer to the Plan document for a more complete description of the Plan's
provisions.
Plan Purpose. The Plan is a defined contribution plan whose purpose is to permit
deferrals of compensation by eligible employees of the Company and its
subsidiaries, to enable them to share in the Company's performance through
participation in the Ralcorp Stock Fund and to provide them with an attractive,
convenient vehicle for accumulating capital for their future economic security.
The Plan is subject to certain provisions of the Employee Retirement Income
Security Act of 1974, as amended (ERISA). The Plan is designed to meet ERISA's
reporting and disclosure and fiduciary responsibility requirements, as well as
meet the minimum standards for participation and vesting. The Plan is not,
however, subject to ERISA's minimum funding standards, nor are benefits under
the Plan eligible for termination insurance provided by the Pension Benefit
Guaranty Corporation (PBGC). The Company believes that the Plan conforms with
requirements of ERISA.
Eligibility. All regular sales, administrative and clerical employees and
certain production employees, depending on the terms and conditions of
employment, who receive regular compensation from a payroll subject to FICA in
the United States are eligible to participate to the extent permitted by the
Plan or applicable law. In addition, the Plan requires completion of one year of
credited service with the Company prior to participation in the Plan.
Plan Administration. The Plan is administered by the Company. Except as to
matters required by the terms of the Plan to be decided by the Company's Board
of Directors (the Board), the Company's Benefits Administration Committee (BAC)
has the right to interpret the Plan and to decide certain matters arising under
the Plan. The Board has designated the Company's Employee Benefit Trustees
Committee (EBTC) as having certain rights and obligations to control and manage
Plan assets, to select investment funds available for investment by Plan
participants and to appoint and remove the Trustee and any investment managers
retained in connection with the investment of Plan assets.
Plan Contributions. Participants may make maximum contributions to the Plan
equal to the lesser of $30,000 or 15% of their compensation for that year.
Subject to such limitations, participants may make basic contributions of 2% to
12% of their compensation, in 1% increments, on a pre-tax basis. For employees
first hired by Ralston Purina Company (Ralston) before June 30, 1993 and who
were employed by the Company on April 1, 1994, the Company will make a 100%
matching contribution on the first 6% of such participant's basic contributions;
both the participant's basic contribution, up to 6% of their compensation, and
the Company match are invested solely in the Ralcorp Stock Fund. Participant
basic contributions in excess of 6% of their compensation may be invested in any
of the other Plan investment funds. For employees not meeting the hiring date
criteria, the Company match each year will be 20% of that year's current maximum
Company match for each year of service, reaching 100% after five years.
Participant contributions and earnings thereon are vested and non-forfeitable
from the time made. Company matching contributions and earnings thereon will
completely vest at a rate of 25% for each year of credited Company service
(including service prior to April 1, 1994 with Ralston) by the participant.
Participants may also, subject to the $30,000 and 15% limitations, make
supplemental, unmatched contributions of 1% to 10% of their compensation, in 1%
increments. Such contributions are made on an after-tax basis and are
immediately vested.
Employees of several of the Company's production facilities are subject to
different matching contribution levels and are not eligible to make supplemental
contributions.
<PAGE> 8
RALCORP HOLDINGS, INC.
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
Investment of Funds. All contributions will be deposited by the Company in a
trust fund held by the trustee or any successor selected by the EBTC. The value
of the trust funds will change according to increases or decreases in market
value of the assets, gain or loss on sale of assets and income from dividends
and interest held therein. Vanguard Fiduciary Trust Company (Vanguard) has been
selected to serve as trustee under the Plan with respect to all of the
investment funds and assets of the Plan. In addition, Vanguard performs all
record keeping functions for the Plan.
The trustee will maintain as many separate investment funds within its trust
funds, with such different investment objectives, as the EBTC deems advisable.
As of December 31, 1996, the following funds have been established for
participants: the Ralcorp Stock Fund, the Fixed Income Fund, the Equity Index
Fund, the U.S. Government Money Market Fund, the Growth and Income Fund, the
Balanced Fund, the Aggressive Growth Fund and the International Growth Fund.
Participants may change their investment options for basic unmatched and
supplemental contributions monthly.
At December 31, 1996 and 1995, there were a total of 2,576 and 2,826
participants, respectively, in the Plan.
Plan Withdrawals, Loans and Forfeitures. Upon termination of a participant,
retirement, disability, or death, or in the event of termination of the Plan
without establishment of a successor plan, the amount in the trust fund credited
to each participant which is vested will be distributed to him, his beneficiary
or other legal representative. Under the Plan, a participant may elect from
several payment alternatives on the timing and nature of distributions. Plan
withdrawals may be made prior to termination or retirement for cases of
hardship. Such distributions are limited to the amount required to meet the need
created by the hardship and are made in accordance with guidelines determined by
the Company.
The Company may, subject to certain rules and regulations, permit a participant
to borrow from the trust funds. Such loans will be permitted for any purpose
provided certain Plan conditions and certain other conditions as prescribed by
federal law are met.
Upon termination, any Company matching contribution and the earnings thereon
which are not vested will be forfeited, but will be restored if the participant
again becomes an eligible employee within five years after termination. Amounts
forfeited will be used to reduce Company matching contributions required under
the Plan. Forfeitures net of amounts restored during the year ended December 31,
1996 were approximately $41,800.
Plan Amendments and Termination. The Board, and in certain limited circumstances
the EBTC and the Chief Executive Officer of the Company, may amend the Plan. The
Board may also terminate the Plan or direct that Company matching contributions
cease. In such cases, non-forfeitable rights to the Company matching
contributions credited to a participant's account shall automatically vest in
such participant. Under the Plan, a participant may elect from several
alternative rules on the timing and nature of distribution.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies followed by the Plan are described below:
Basis of Accounting. The accompanying financial statements of the Plan
are prepared using the accrual basis of accounting.
Use of Estimates. The preparation of financial statements in conformity with
generally accepted accounting principals requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual amounts could differ from those estimates.
<PAGE> 9
RALCORP HOLDINGS, INC.
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
Investments. Plan investments in common stock and shares of registered
investment companies are carried at fair market value based on closing prices on
the last business day of the Plan year. Realized gains and losses are determined
using the average cost method. Interest income is recognized as earned and
dividend income is recognized on the date of record. Plan investments in various
insurance company contracts are carried at contract value, which approximates
fair value.
Payment of Benefits. Benefits are recorded when paid.
NOTE 3: INVESTMENTS
<TABLE>
<CAPTION>
December 31, December 31,
1996 1995
Description of Investment Fair Value Fair Value
------------- -------------
($ in thousands)
<S> <C> <C>
Vanguard Wellington Fund $ 9,553 $ 9,041
Vanguard Explorer Fund 4,386 3,694
Vanguard Money Market Reserve Fund -
Federal Porfolio 7,167 7,161
Vanguard Index Trust - 500 Portfolio 12,613 10,540
Vanguard Windsor II Fund 9,730 7,958
Vanguard International Growth Portfolio 5,180 4,726
Shares in other registered
investment companies 6,591 7,127
-------- --------
Total investment in shares in
registered investment companies 55,220 50,247
Ralcorp Holdings, Inc. common stock 37,942 42,011
Insurance contracts 729 1,729
Loans to Plan participants 6,454 7,344
-------- --------
$100,345 $101,331
======== ========
</TABLE>
NOTE 4: RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of mutual funds managed by Vanguard.
Vanguard is the trustee as defined by the Plan and, therefore, these
transactions qualify as party-in-interest. Fees paid by the Plan for the
investment management services are allocated to the participants' accounts based
on participant account balances. Other Plan assets are invested in shares of
Ralcorp common stock and also qualify as party-in-interest.
<PAGE> 10
RALCORP HOLDINGS, INC.
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 5: INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter
dated September 27, 1995 that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (IRC). The Plan
has been amended since receiving the determination letter. However, the Plan
administration and the Plan's tax counsel believe that the Plan is designed and
is currently being operated in compliance with the applicable requirements of
the IRC. Participants' basic contributions, Company matching contributions and
earnings of Plan investments are not subject to federal income tax until
distributed from the Plan. Supplemental contributions are made from a
participant's after-tax compensation. Earnings related to these supplemental
contributions are not, however, subject to federal income tax as long as they
remain in the Plan.
NOTE 6: PLAN TRANSFERS
On February 29, 1996, the Company completed the sale of its American Redemption
Systems, Inc. (ARS) subsidiary to NuWorld Marketing Limited. As a result,
account balances (including non-vested portions) related to ARS employees were
transferred from the Plan to an ARS Savings Investment Plan. The amount of such
transfers is reflected on the Statement of Changes in Net Assets Available for
Benefits with Fund Information for the year ended December 31, 1996.
NOTE 7: SUBSEQUENT EVENTS
Certain modifications have been made to the Company matching contribution
program. Effective on April 1, 1997, for each dollar contributed by
participants, up to 6% of pre-tax earnings, the Company will now contribute
$.50. Also effective on this date, participant contributions may be invested in
any of the available investment funds, while the Company match will continue to
be invested solely in the Ralcorp Stock Fund. For employees not meeting certain
hiring date criteria, the Company match will be graduated based on years of
service as follows: one year of service equates to a 15% Company match, two
years of service equates to a 30% Company match and three or more years of
service entitles the employee to the maximum Company match of 50%. Other
provisions regarding such things as maximum allowable contributions, vesting
periods, vesting cycles, withdrawals, etc.
remain unchanged.
The Company has announced the merger of its branded cereal and snack businesses
with General Mills, Inc. (GMI) effective January 31, 1997. As a result of that
merger, the Plan received approximately one share of GMI stock for every six
shares of Company stock held on the effective date of their merger.
In addition, subsequent to December 31, 1996, the account balances of certain
Plan participants who were employed by the Company's all-season resort
subsidiary, Ralston Resorts, were transferred to the Ralston Resorts Savings
Investment Plan (Resorts SIP). Prior to this transfer, sponsorship of the
Resorts SIP had been transferred to Vail Resorts, Inc., which acquired Ralston
Resorts on January 3, 1997.
<PAGE> 11
REPORT OF INDEPENDENT ACCOUNTANTS
June 20, 1997
To the Participants and the
Plan Administrator of the
Ralcorp Holdings, Inc.
Savings Investment Plan
In our opinion, the accompanying statements of net assets available for benefits
with fund information and the related statement of changes in net assets
available for benefits with fund information present fairly, in all material
respects, the net assets available for benefits of the Ralcorp Holdings, Inc.
Savings Investment Plan at December 31, 1996 and 1995, and the changes in net
assets available for benefits for the plan year ended December 31, 1996, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the plan's management; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
the supplemental schedules is presented for purposes of additional analysis and
is not a required part of the basic financial statements but is additional
information required by ERISA. The fund information in the statements of net
assets available for benefits and the statement of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the net assets available for benefits and changes in net assets
available for benefits of each fund. The supplemental schedules and fund
information have been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
PRICE WATERHOUSE LLP
St. Louis, Missouri
<PAGE> 12
SIGNATURE
The Plan.
Pursuant to the requirements of the Securities Exchange Act of 1934, the members
of the Ralcorp Holdings, Inc. Employee Benefit Trustees Committee have duly
caused this annual report to be signed by the undersigned hereunto duly
authorized.
RALCORP HOLDINGS, INC.
EMPLOYEE BENEFIT TRUSTEES COMMITTEE
By /s/ D.J. SESCLEIFER
----------------------------------------
D. J. Sescleifer, Chairman
Ralcorp Holdings, Inc.
Employee Benefit Trustees Committee
June 27, 1997
<PAGE> 13
EXHIBIT INDEX
Exhibits
- --------
23 Consent of Independent Accounts
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-20881) of Ralcorp Holdings, Inc. of our report
dated June 20, 1997 appearing on page 11 of the Ralcorp Holdings, Inc. Savings
Investment Plan's Annual Report on Form 11-K for the Plan year ended December
31, 1996.
PRICE WATERHOUSE LLP
St. Louis, Missouri
June 27, 1997
