SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
SCHEDULE 13E-4
(AMENDMENT NO. 2)
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
RALCORP HOLDINGS, INC.
(NAME OF ISSUER)
RALCORP HOLDINGS, INC.
(NAME OF PERSON(S) FILING STATEMENT)
PAR VALUE $.01 COMMON STOCK 751028-10-1
(TITLE OF CLASS OF SECURITIES) (CUSIP NUMBER OF CLASS OF SECURITIES)
____________
R. W. LOCKWOOD
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
RALCORP HOLDINGS, INC.
800 MARKET ST., SUITE 2900
ST. LOUIS, MISSOURI 63101
(314) 877-7000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF PERSONS(S) FILING STATEMENT)
____________
COPIES TO:
ROBERT SCHUMER, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 373-3000
OCTOBER 16, 1998
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
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CALCULATION OF FILING FEE
_____________________________________________________
TRANSACTION VALUATION* AMOUNT OF FILING FEE
____________________________________________________________________________
$80,000,000 $23,600
____________________________________________________________________________
* Calculated solely for the purpose of calculating the filing fee, based on
the purchase of 5,000,000 shares at $16.00 per share.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11
(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number or the
Form or Schedule and the date of its filing.
Amount Previously Paid: Not applicable Filing party: Not applicable
Form or Registration No.: Not applicable Date Filed: Not applicable
_____________________________________________________
<PAGE>
PURPOSE OF AMENDMENT
The Tender Offer Statement on Schedule 13E-4 dated October 16, 1998 relating
to the offer by Ralcorp Holdings, Inc. (The "Company") to purchase up to
5,000,000 shares of the Company's $.01 par value common stock (the "Shares")
(including the associated Stock Purchase Rights issued pursuant to the
Shareholder Protection Rights Agreement, dated as of December 27, 1996,
between the Company and the Rights Agent named therein, as amended), at per
share prices specified by tendering stockholders not in excess of $16.00 nor
less than $14.00 per Share, in cash, net to the stockholder, upon the terms
and subject to the conditions set forth in the Company's Offer to Purchase
dated October 16, 1998 and in the related Letter of Transmittal, is
hereby amended to incorporate the information included in the exhibit referred
to below.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 hereby is amended to
include the following additional exhibit:
(a)(9) Text of Press Release issued by the Company dated November 16, 1998.
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: November 16, 1998
RALCORP HOLDINGS, INC.
/s/ J. R. Micheletto
____________________________
(Name) J. R. Micheletto
(Title) Chief Executive Officer
Immediate
Daniel P. Zoellner
314/877-7052
RALCORP HOLDINGS, INC. ANNOUNCES PRELIMINARY RESULTS OF
DUTCH AUCTION SELF-TENDER OFFER
ST. LOUIS, MO, NOVEMBER 16, 1998 Ralcorp Holdings, Inc. today announced the
preliminary results of its self-tender offer for up to 5,000,000 shares of its
Common Stock, or about 15.8 percent of its outstanding Common Stock. The
offer expired at midnight (EST) on November 13, 1998.
Based on a preliminary count by the depository, the Company is expected to
purchase 586,519 shares of its Common Stock at a purchase price of $16.00 per
share in accordance with the terms of the tender offer. Of the 586,519
shares, 43,566 shares were tendered through the guaranteed delivery provisions
established in the tender offer and as such, are to be received by the
depository within three New York Stock Exchange trading days. The per share
price was determined through a procedure commonly referred to as a "Dutch
Auction." (See Editor's Note.) Shareholders who tendered their shares at or
below $16.00 per share will have their shares purchased by the Company at the
$16.00 per share price. The determination of the actual number of shares
purchased is subject to final confirmation and the proper delivery of shares
tendered and not withdrawn.
The Company expects that First Chicago Trust Company of New York, the
depository for the offer, will begin issuing payments tomorrow and will
complete the process as soon as possible.
Ralcorp Holdings, Inc. is a leading manufacturer of private label ready-to-eat
and hot cereals, crackers and cookies and private label and value brand snack
nuts.
EDITOR'S NOTE: Under this tender offer, the price to be paid per share was
set by "Dutch Auction," meaning the Company pays only that amount per share
which is necessary, within the stated range, in order to secure the number of
shares tendered within the share parameters established in the offer. Once
the price per share was determined, all shareholders are paid the same amount
for each share of stock sold.
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