SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 14, 1999
Ralcorp Holdings, Inc.
(Exact name of registrant as specified in its charter)
Missouri 1-12619 43-1766315
(State or other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
800 Market Street, Suite 2900
St. Louis, MO 63101
(Address of principal (Zip Code)
executive offices)
(314) 877-7000
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events.
In a press release dated June 14, 1999, a copy of which is attached hereto as
Exhibit 99.1 and the text of which is incorporated by reference herein, the
Registrant announced earnings from its equity investment in Vail Resorts, Inc.
Item 7. Financial Statements and Exhibits.
Exhibit 99.1 Press Release dated June 14, 1999
SIGNATURES
Pursuant to the requirements 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.
RALCORP HOLDINGS, INC.
(Registrant)
Date: June 14, 1999 By: /s/ T. G. Granneman
----------------------
Duly Authorized Signatory and
Chief Accounting Officer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
Exhibit 99.1 Press Release dated June 14, 1999
Immediate
Daniel P. Zoellner
314/877-7052
RALCORP HOLDINGS, INC. ANNOUNCES
EARNINGS FROM EQUITY INVESTMENT IN VAIL RESORTS, INC.
ST. LOUIS, MO, JUNE 14, 1999 With the recent announcement by Vail Resorts, Inc.
of its nine-month and third fiscal quarter results ended April 30, 1999, Ralcorp
Holdings, Inc. is able to calculate the equity earnings that will be reflected
in its results for the nine months and third fiscal quarter ending June 30,
1999. Ralcorp reports equity earnings from its Vail investment on a two-month
lag due to Vail Resorts' fiscal year ending on July 31st compared to a Ralcorp
fiscal year end of September 30th. Ralcorp holds 7.55 million shares of Vail
Resorts common stock, which equates to an approximate 21.9 percent equity
interest in Vail Resorts. In addition to the pure equity earnings calculation,
Ralcorp also includes amortization income of approximately $1.9 million,
annually. Such amortization income is a result of the January 1997 transaction
in which Ralcorp sold its ski resort holdings to Vail Resorts.
For its third fiscal quarter ending June 30, 1999, Ralcorp Holdings will reflect
$7.1 million of non-cash, pre-tax earnings from its equity investment in Vail
Resorts, Inc. In the comparable prior year quarter, Ralcorp recorded $9.7
million of equity earnings, or approximately $.18 in diluted earnings per share.
For the nine months ended June 30, 1999, Ralcorp will reflect $.2 million of
non-cash, pre-tax equity earnings, compared to $13.9 million of equity earnings,
or approximately $.26 per diluted share for the nine months ended June 30, 1998.
Ralcorp's remaining core foods businesses continue to perform reasonably well
considering the very difficult competitive environment that exists for its
largest food businesses, ready-to-eat cereal and crackers and cookies. Large,
branded products producers in these two key categories continue to aggressively
<PAGE>
promote their branded offerings. As a result, recent sales volume trends for
Ralcorp's foods businesses have been down, albeit against very difficult
comparisons with robust volume growth in the year ago period, especially
in ready-to-eat cereal.
Company management firmly believes Ralcorp's diversified foods businesses are
well positioned for the future as a provider of predominantly private label
products. However, the unfavorable results from its equity investment in Vail
Resorts, Inc. and the near-term effects of a continually aggressive promotional
environment will pressure the Company's third fiscal quarter results. The
Company anticipates, though, that operating results for the current year's
fiscal third quarter will be comparable to results for the prior year's third
quarter (excluding the effects of Vail equity earnings in both periods).
Results of acquired businesses will likely offset near-term weakness in the
Company's cereal and cracker and cookie businesses.
Ralcorp is a leading manufacturer of private label ready-to-eat and hot cereals,
crackers and cookies, snack nuts and also holds the leading position in the
production of private label mayonnaise and shelf-stable salad dressings.
NOTE: This press release contains forward-looking statements as defined by the
Private Securities Litigation Reform Act of 1995. Any such forward-looking
statements are subject to various risks and uncertainties and are therefore
qualified by the Company's cautionary statements contained in its filings with
the Securities and Exchange Commission.
###
