<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.
RALSTON RESORTS, INC.
SAVINGS INVESTMENT PLAN
RALCORP HOLDINGS, INC.
SUITE 2900
800 MARKET STREET
ST. LOUIS, MISSOURI 63101
<PAGE> 2
RALSTON RESORTS, INC.
SAVINGS INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
<TABLE>
<CAPTION>
Year Ended December 31, 1996
- ------------------------------------------------------------------------------------------------------------------------------------
U.S. Growth Inter- Parti-
Ralcorp Fixed Equity Government and Aggressive national cipant
Stock Income Index Money Income Balanced Growth Growth Loan
Fund Fund Fund Market Fund Fund Fund Fund Fund Total
------- ------ ------- --------- ------ -------- ---------- -------- ------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to Net Assets:
Contributions:
Participants $210,277 $ 2,277 $18,135 $11,958 $23,116 $15,211 $21,254 $21,050 $323,278
Employer 83,481 83,481
-------- ------- ------- ------- ------- ------- ------- ------- ------- --------
293,758 2,277 18,135 11,958 23,116 15,211 21,254 21,050 $ - 406,759
-------- ------- ------- ------- ------- ------- ------- ------- ------- --------
Investment income:
Dividends and interest 414 737 2,417 6,601 4,501 3,322 2,776 1,100 21,868
Net appreciation (depreciation)
in fair value of investments (28,943) (14) 4,756 8,494 4,094 3,619 4,836 (3,158)
------- ------- ------- ------- ------- ------- ------- ------- ------- --------
(28,943) 400 5,493 2,417 15,095 8,595 6,941 7,612 1,100 18,710
------- ------- ------- ------- ------- ------- ------- ------- ------- --------
Total Additions 264,815 2,677 23,628 14,375 * 38,211 23,806 28,195 28,662 1,100 425,469
-------- ------- ------- ------- ------- ------- ------- ------- ------- --------
Deductions from Net Assets:
Benefits paid (16,323) (772) (2,360) (2,637) (4,154) (2,153) (8,680) (9,747) (2,387) (49,213)
Administrative expenses (5,386) (86) (474) (410) (738) (600) (899) (682) (9,275)
-------- ------- ------- ------- ------- ------- ------- ------- ------- --------
(21,709) (858) (2,834) (3,047) (4,892) (2,753) (9,579) (10,429) (2,387) (58,488)
-------- ------- ------- ------- ------- ------- ------- ------- ------- --------
Net Increase (Decrease) Prior to 243,106 1,819 20,794 11,328 33,319 21,053 18,616 18,233 (1,287) 366,981
Interfund Transfers
Interfund Transfers (2,101) (1,439) 3,221 (4,445) 24,654 (27,889) (3,698) (2,506) 14,203 -
-------- ------- ------- ------- ------- ------- ------- ------- ------- --------
Net increase(decrease) in assets 241,005 380 24,015 6,883 57,973 (6,836) 14,918 15,727 12,916 366,981
-------- ------- ------- ------- ------- ------- ------- ------- ------- --------
Net assets, beginning of period 75,192 6,020 14,980 44,598 42,176 62,423 47,807 49,907 8,422 351,525
-------- ------- ------- ------- ------- ------- ------- ------- ------- --------
Net assets, end of period $316,197 $6,400 $38,995 $51,481 $100,149 $55,587 $62,725 $65,634 $21,338 $718,506
======== ====== ======= ======= ======== ======= ======= ======= ======= ========
</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, 1995
------------------------------------------------------------------------------------
U.S. Growth
Ralcorp Fixed Equity Government and
Stock Income Index Money Income Balance
Fund Fund Fund Market Fund Fund
------- ------ ------ ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments
Shares in registered investments
companies $ 1,087 $ 6,040 $ 10,540 $ 7,161 $ 7,958 $ 9,041
Ralcorp common stock 42,011
Insurance company contracts 1,729
Note receivable from participants
------- ------- -------- ------- ------- --------
Total investments 43,098 7,769 10,540 7,161 7,958 9,041
------- ------- -------- ------- ------- --------
Contributions receivable 1 1 1
Interest and dividends receivable 1
------- ------- -------- ------- ------- --------
Total Assets 43,099 7,769 10,541 7,162 7,958 9,042
------- ------- -------- ------- ------- --------
Liabilities
Contributions payable 9 1
Fee payable 5
------- ------- -------- ------- ------- --------
Total Liabilities 14 1 - - - -
------- ------- -------- ------- ------- --------
Net Assets available for Benefits $43,085 $7,768 $ 10,541 $ 7,162 $ 7,958 $ 9,042
======= ====== ======== ======= ======= ========
<CAPTION>
December 31, 1995
------------------------------------------------------------------------------------------------
Inter- Parti-
Aggressive national cipant
Growth Growth Loan
Fund Fund Fund Total
---------- -------- ------ -----
<S> <C> <C> <C> <C>
Assets
Investments
Shares in registered investments
companies $ 3,694 $ 4,726 $ 50,247
Ralcorp common stock 42,011
Insurance company contracts 1,729
Note receivable from participants $ 7,344 7,344
-------- --------- -------- ---------
Total investments 3,694 4,726 7,344 101,331
-------- --------- -------- ---------
Contributions receivable 3
Interest and dividends receivable 1
-------- --------- -------- ---------
Total Assets 3,694 4,726 7,344 101,335
-------- --------- -------- ---------
Liabilities
Contributions payable 10
Fee payable 5
-------- --------- -------- ---------
Total Liabilities - - - 15
-------- --------- -------- ---------
Net Assets available for Benefits $ 3,694 $ 4,726 $ 7,344 $ 101,320
======== ======== ======== =========
</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, 1996
---------------------------------------------------------------------------------------------
U.S. Growth Inter- Parti-
Ralcorp Fixed Equity Government and Aggressive national cipant
Stock Income Index Money Income Balanced Growth Growth Loan
Fund Fund Fund Market Fund Fund Fund Fund Fund Total
------- ------ ------ --------- ------ -------- ---------- -------- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments
Shares in registered investment $ 1,650 $5,579 $38,995 $51,481 $100,149 $55,587 $62,725 $65,634 $381,800
companies
Ralcorp common stock 314,547 314,547
Insurance company contracts 821 821
Notes receivable from participants $21,338 21,338
-------- ------- ------- ------- -------- ------- ------- -------- ------- --------
Total investments 316,197 6,400 38,995 51,481 100,149 55,587 62,725 65,634 21,338 718,506
-------- ------- ------- ------- -------- ------- ------- -------- ------- --------
Net Assets Available for Benefits $316,197 $ 6,400 $38,995 $51,481 $100,149 $55,587 $62,725 $65,634 $21,338 $718,506
======== ======= ======= ======= ======== ======= ======= ======= ======= ========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 5
ATTACHMENT I
RALSTON RESORTS, 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
------------------------- ------------ ---- -----
<S> <C> <C> <C>
Vanguard Wellington Fund 2,126 $52,045 $55,587
Vanguard Explorer Fund 1,165 61,720 62,725
Vanguard Money Market Reserve Fund -
Federal Porfolio 51,481 51,481 51,481
Vanguard Money Market Reserve Fund -
Prime Portfolio 1,650 1,650 1,650
Vanguard Index Trust - 500 Portfolio 564 33,949 38,995
Vanguard Windsor II Fund 4,203 91,914 100,149
Vanguard International Growth Portfolio 3,987 61,590 65,634
Vanguard Short Term Corporate Bond Fund 156 1,665 1,689
Vanguard Investment Contract Trust 3,890 3,890 3,890
-------- --------
Total investment in shares in registered
investment companies 359,904 381,800
Ralcorp Holdings, Inc. common stock 14,802 338,502 314,547
Insurance contracts - separate accounts
American International Life Assurance 377 377
Metropolitan Life Insurance 444 444
-------- --------
Total insurance company contracts 821 821
-------- --------
Loans to Plan participants 21,338 21,338
-------- --------
$720,565 $718,506
======== ========
</TABLE>
<PAGE> 6
RALSTON RESORTS, INC.
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1: DESCRIPTION OF PLAN
The following description of the Ralston Resorts, Inc. (the Company) Savings
Investment Plan (the Plan) provides only general information. The Company is
a wholly-owned subsidiary of Ralcorp Holdings, Inc. (Ralcorp). 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 Ralcorp'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 employees of the Company who receive regular and stated
compensation are eligible to participate to the extent permitted by the Plan
or applicable law. Temporary employees are not eligible to participate in
the Plan. In addition, the Plan requires completion of one year of credited
service with the Company prior to participation in the Plan. Employment with
Breckenridge prior to its acquisition in May 1993 shall be counted in
determining credited service.
Plan Administration. The Plan is administered by Ralcorp. Except as to
matters required by the terms of the Plan to be decided by Ralcorp's Board of
Directors (the Board), Ralcorp and its Benefits Administration Committee
(BAC) have the exclusive right to interpret the Plan and to decide certain
matters arising under the Plan or in connection with its administration. The
Board has designated the Ralcorp'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. The membership of the BAC and
the EBTC is appointed by Ralcorp's Chief Executive Officer.
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. The
Company will make a matching contribution on the first 6% of such
participants' basic contributions, provided the participant is contributing
at least 2% of their compensation. The Company matching contribution will be
equal in amount to a percentage of each participant's basic contributions.
After one year of credited service the percentage will be 15% of a
participant's basic contribution and will increase to 30% after two years of
credited service and to 50% after three years of credited service.
Ultimately, Company matching contributions will not exceed 3% of the
participant's compensation. 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.
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 October 1, 1995 with the Company or Breckenridge)
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.
<PAGE> 7
RALSTON RESORTS, 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 contributions in excess of 6% of their compensation and all
supplemental contributions monthly.
At December 31, 1996 and 1995, there were a total of 283 and 210
participants, respectively, in the Plan.
Plan Withdrawals, Loans and Forfeitures. Upon the termination of employment
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 during the year ended
December 31, 1996 were $1,375.
Plan Amendments and Termination. The Board, and in certain limited
circumstances the EBTC and the Chief Executive Officer of Ralcorp, 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 finanicial 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
<PAGE> 8
RALSTON RESORTS, INC.
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual amounts could differ from those estimates.
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
------------------------- ------------------- -------------------
<S> <C> <C>
Vanguard Wellington Fund $ 55,587 $ 62,423
Vanguard Explorer Fund 62,725 47,807
Vanguard Money Market Reserve Fund -
Federal Porfolio 51,481 44,598
Vanguard Index Trust - 500 Portfolio 38,995 14,980
Vanguard Windsor II Fund 100,149 42,176
Vanguard International Growth Portfolio 65,634 49,907
Shares of other registered investment companies 7,229 4,835
------------------- -------------------
Total investment in shares in registered
investment companies 381,800 266,726
Ralcorp Holdings, Inc. common stock 314,547 75,192
Insurance contracts 821 1,185
Loans to Plan participants 21,338 8,422
------------------- -------------------
$ 718,506 $ 351,525
=================== ===================
</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
Ralcorp common stock and also qualify as party-in-interest.
NOTE 5: INCOME TAX STATUS
The Plan intends to apply for a determination letter from the Internal
Revenue Service that the Plan does in fact constitute a qualified plan and
that the trust is exempt from income tax under the Internal Revenue Code of
1986, as amended. Participants' basic contributions, Company matching
contributions and earnings of Plan investments are not subject to federal
income tax until distributed from the Plan.
<PAGE> 9
RALSTON RESORTS, INC.
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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.
Management believes the Plan qualifies as a tax exempt entity.
NOTE 6: SUBSEQUENT EVENTS
Ralcorp 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 Ralcorp stock held on the effective date of the merger.
Also, subsequent to December 31, 1996, Ralston Resorts was sold to Vail
Resorts, Inc. (Vail). In conjunction with this transaction the sponsorship
of the Plan was transferred to Vail. In addition, certain employees of
Ralston Resorts were participants in the Ralcorp Holdings, Inc. Savings
Investment Plan and their related account balances were transferred to the
Plan while under the sponsorship of Vail.
<PAGE> 10
ATTACHMENT II
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
RALCORP RESORTS
SAVINGS PLAN
SUMMARY OF PLAN TRANSACTIONS
01/01/96 THROUGH 12/31/96
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Identity of Issue Cost of No. of Proceeds from No. of Net Gain or
Purchases Purchases Sales Sales (Loss)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
RALCORP COMMON STOCK FUND 300,705.26 39 30,757.77 34 (1,450.40)
VANGUARD WELLINGTON FUND 24,399.92 43 35,331.05 19 2,355.21
VANGUARD EXPLORER FUND 25,484.52 34 14,186.00 24 78.20
VMMR FEDERAL PORTFOLIO 19,090.15 56 12,207.44 17 0.00
VANGUARD INDEX 500 PORTFOLIO 24,722.42 40 5,463.65 15 309.67
VANGUARD WINDSOR II 59,289.70 41 9,811.36 24 556.01
INTERNATIONAL GROWTH PORTFOLIO 25,789.43 32 14,897.33 27 559.28
- ------------------------------------------------------------------------------------------------------------------------------------
TOTALS $479,481.40 $122,654.60 $2,407.97
=========== =========== =========
</TABLE>
<PAGE> 11
REPORT OF INDEPENDENT ACCOUNTANTS
June 20, 1997
To the Participants and the
Plan Administrator of the
Ralston Resorts, 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 Ralston
Resorts, 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 audit 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 D. J. SESCLEIFER
------------------------------------
D. J. Sescleifer, Chairman
Ralcorp Holdings, Inc.
Employee Benefit Trustees Committee
July 2, 1997
<PAGE> 13
EXHIBIT INDEX
Exhibits
23 Consent of Independent Accountants
<PAGE> 14
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-97036) of Ralcorp Holdings, Inc. of our report
dated June 20, 1997 appearing on page 9 of the Ralston Resorts, 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 30, 1997
