<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement. [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2).
[X] Definitive Proxy Statement.
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12.
RALCORP HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
[RALCORP LOGO]
RALCORP HOLDINGS, INC.
800 MARKET STREET
ST. LOUIS, MISSOURI 63101
December 20, 1999
DEAR RALCORP SHAREHOLDER:
It is my pleasure to invite you to the 2000 Annual Meeting of Shareholders
of Ralcorp Holdings, Inc. We will hold the meeting on Friday, January 28, 2000,
at 10:00 a.m. at the Gateway Center, One Gateway Drive, Collinsville, Illinois.
This booklet includes the Notice of Annual Meeting and the Proxy Statement.
The Proxy Statement describes the business we will conduct at the meeting and
provides information about Ralcorp.
Your vote is important. Whether you plan to attend the meeting or not,
please complete, date, sign and return the enclosed proxy card promptly. If you
attend the meeting and prefer to vote in person, you may do so.
This year we are also offering shareholders the option of voting by
telephone or via the Internet instead of by mailing in the proxy card. If you
are interested, your enclosed proxy card tells you how. And next year we expect
to be able to offer shareholders the option of receiving their Annual Report and
proxy materials over the Internet instead of in the mail. If that appeals to
you, you can sign up when you vote on the Internet this year.
We look forward to seeing you on January 28.
/s/ J.R. MICHELETTO
Joe R. Micheletto
Chief Executive Officer
and President
<PAGE> 3
RALCORP HOLDINGS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
December 20, 1999
DEAR SHAREHOLDERS:
The 2000 Annual Meeting of Shareholders of Ralcorp Holdings, Inc. will be
held at the Gateway Center, One Gateway Drive, Collinsville, Illinois on Friday,
January 28, 2000, at 10:00 a.m.
At our Annual Meeting, we will ask you to:
-- Elect two directors; and
-- Transact any other business that may properly be presented at
the Annual Meeting.
If you were a shareholder of record at the close of business on November
19, 1999, you may vote at the Annual Meeting.
This Proxy Statement, Notice of Annual Meeting of Shareholders and the
enclosed proxy card along with Ralcorp's 1999 Annual Report to Shareholders are
being distributed on or about December 20, 1999.
By Order of the Board of Directors,
/s/ ROBERT W. LOCKWOOD
Robert W. Lockwood
Secretary
<PAGE> 4
RALCORP HOLDINGS, INC.
PROXY STATEMENT FOR THE
2000 ANNUAL MEETING OF SHAREHOLDERS
INFORMATION ABOUT ANNUAL MEETING AND VOTING
WHY DID YOU SEND ME THIS PROXY STATEMENT?
We sent you this Proxy Statement and the enclosed proxy card because
Ralcorp's Board of Directors is soliciting your proxy to vote at the 2000 Annual
Meeting of Shareholders. This Proxy Statement summarizes the information you
need to know to vote at the Annual Meeting. However, you do not need to attend
the Annual Meeting to vote your shares. Instead, you may simply complete, sign
and return the enclosed proxy card or, if you prefer, you may designate a proxy
by telephone or on the Internet. The person you appoint as your proxy will then
vote your shares as you have instructed.
WHO IS ENTITLED TO VOTE?
Shareholders as of the close of business on November 19, 1999, are entitled
to vote at the Annual Meeting. On this record date, there were 30,537,149 shares
of Ralcorp common stock issued and outstanding.
ON WHAT AM I VOTING?
Two directors will be elected at this year's Annual Meeting to serve
three-year terms. The Board has nominated Jack W. Goodall and Joe R. Micheletto
whose current terms as directors will expire at our Annual Meeting. Messrs.
Goodall and Micheletto have consented to serve for a new term. If either nominee
should be unable to serve as a director, which we do not expect, proxies
granting discretionary authority may be voted for any other person the Board
nominates, unless the Board reduces the number of directors.
HOW MANY VOTES DO I HAVE?
Each share of Ralcorp common stock that you own entitles you to one vote.
Ralcorp shareholders do not have the right to vote cumulatively in electing
directors.
HOW CAN I VOTE MY SHARES?
You can vote on matters presented at the Annual Meeting in two ways:
BY PROXY -- You can vote by signing, dating and returning the enclosed
proxy card. If you do this, the persons named on the card will vote your
shares as your proxies in the manner you indicate. You may specify on your
proxy card whether your shares should be voted for Messrs. Goodall and
Micheletto as directors, or you may withhold your vote which acts as a vote
against such nominee or nominees. If you sign the card but do not indicate
a specific choice, your shares will be voted "FOR" the election of Messrs.
Goodall and Micheletto. If any other matter is presented, your proxies will
vote your shares in accordance with their best judgment. At the time this
Proxy Statement was printed, we knew of no matters that needed to be acted
on at the Annual Meeting other than the election of two directors.
IN PERSON -- You can come to the Annual Meeting and cast your vote there.
Please bring the admission ticket, which is included as a part of your
proxy card. If your shares are held in the name of your broker, bank or
other nominee and you wish to vote at the Annual Meeting, you must bring an
account statement or letter from the nominee indicating that you were the
beneficial owner of the shares on November 19, 1999, the record date for
voting.
1
<PAGE> 5
CAN I VOTE BY TELEPHONE OR ON THE INTERNET?
Yes. You can vote by telephone by calling toll-free 1-877-PRX-VOTE
(1-877-779-8683) and by following the instructions given at that telephone
number. You can vote on the Internet at http://www.eproxyvote.com/rah. If you
vote by telephone or on the Internet, you should have your proxy card available
when you begin voting. If you vote by telephone or on the Internet, you should
not mail in your proxy card. The Internet and telephone voting facilities will
be available until midnight on January 27, 2000, the day before the Annual
Meeting.
CAN I STILL ATTEND THE ANNUAL MEETING IF I GIVE MY PROXY?
Yes.
HOW DO I VOTE MY RALCORP COMMON STOCK HELD IN THE EMPLOYEE SAVINGS INVESTMENT
PLAN?
If you are both a registered shareholder of the Company and an employee
participant in the Ralcorp Holdings, Inc. Savings Investment Plan, you will
receive a single proxy card that covers shares of Ralcorp common stock credited
to your plan account as well as shares of record registered in exactly the same
name. Consequently, when you vote either by returning your proxy card or
electronically, your vote will also serve as a voting instruction to the trustee
of the Savings Investment Plan. If your plan account is not carried in exactly
the same name as your shares of record, you will receive separate proxy cards
for individual and plan holdings. If you own shares through the plan and we have
not received your vote by January 25, 2000, the trustee will vote your shares in
the same proportion as the shares that are voted on behalf of the other
participants in the plan. The trustee will also vote unallocated shares of
Ralcorp common stock held in the plan in direct proportion to the voting of
allocated shares in the plan as to which voting instructions have been received,
unless doing so would be inconsistent with the trustee's duties.
WHAT CONSTITUTES A QUORUM?
A majority of the outstanding shares entitled to vote at this Annual
Meeting represented in person or by proxy will constitute a quorum. Abstentions
and broker non-votes are counted as present for establishing a quorum. A broker
non-vote occurs when a broker votes on some matters on the proxy card but not on
others because they do not have the authority to do so. Shares represented by
proxies that are marked "withheld" with respect to the election of any one or
more of the nominees for election as directors will be counted as present in
determining whether there is a quorum.
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?
If a quorum is present at our Annual Meeting, the following vote is
required for approval:
<TABLE>
<S> <C>
Election of Two Directors A majority of the shares entitled to vote and present in
(Proposal 1) person or by proxy at the meeting must be voted "FOR"
Messrs. Goodall and Micheletto.
Other Matters A majority of the shares entitled to vote and present in
person or by proxy at the meeting must be voted "FOR" such
other matter. However, the Board does not know of any other
matter that will be presented at this Annual Meeting other
than the election of two directors.
</TABLE>
Shares represented by proxies that are marked "withheld" with respect to
the election of a director or which are marked "abstain" with respect to other
issues will be treated as shares present and entitled to vote. This will have
the same effect as a vote against Messrs. Goodall and Micheletto or such other
matters. If a broker indicates on the proxy that it does not have discretionary
authority as to certain shares to vote on a particular matter, the shares will
not be considered as present and entitled to vote with respect to that matter.
2
<PAGE> 6
MAY I REVOKE MY PROXY?
If you give a proxy, you may revoke it at any time before your shares are
voted. You may revoke your proxy in one of three ways:
-- Send in another proxy or vote again electronically after your
original vote;
-- Notify Ralcorp's Corporate Secretary in writing before the Annual
Meeting that you have revoked your proxy; or
-- Vote in person at the Annual Meeting.
WHAT ARE THE COSTS OF SOLICITING THESE PROXIES AND WHO WILL PAY THEM?
The cost of the solicitation of proxies will be paid by Ralcorp. We hired
Georgeson Shareholder Communications Inc. to assist in the solicitation of
proxies for a fee of $6,500, plus expenses. In addition to the use of the mail,
solicitations may be made by regular employees of the Company, by telephone or
personal contact. The Company will reimburse banks, brokerage firms and other
custodians, nominees and fiduciaries for costs reasonably incurred by them in
sending proxy materials to the beneficial owners of Ralcorp's common stock.
ARE THERE OTHER MATTERS TO BE ACTED ON AT THE ANNUAL MEETING?
Under the Company's Bylaws, no nominations or other business could properly
be brought before the Annual Meeting by a shareholder unless the shareholder had
given notice of their intention to do so by November 29, 1999. Since no notice
was received by the Company by that date, no shareholder proposals will be
considered at the Annual Meeting. The Company does not intend to submit any
other matters to the shareholders for a vote. However, if a vote is taken on any
procedural or other matter at the Annual Meeting, the shares represented by
proxy will be voted in accordance with the judgment of the person or persons
holding those proxies.
WHO ARE RALCORP'S OUTSIDE ACCOUNTANTS AND WILL THEY ATTEND THE MEETING?
PricewaterhouseCoopers LLP acted as Ralcorp's independent accountants for
fiscal year 1999 and has served in this capacity since 1994. The Board, upon the
recommendation of the Audit Committee, appointed PricewaterhouseCoopers as
independent accountants for the current fiscal year. A representative of that
firm will be present at the Annual Meeting, will have an opportunity to make a
statement, if they desire, and will be available to respond to appropriate
questions.
PROXY STATEMENT PROPOSAL
ELECTION OF TWO DIRECTORS
PROPOSAL 1 ON PROXY CARD
WHAT IS THE BOARD'S PROPOSAL FOR THE ELECTION OF DIRECTORS?
The Board has nominated Jack W. Goodall and Joe R. Micheletto for
re-election as directors to serve three-year terms. Both nominees have agreed to
serve.
Our Board is currently divided into three classes, with two classes
consisting of two members and one class consisting of one member. Directors for
each class are elected at the Annual Meeting of Shareholders held in the year in
which the term for their class expires. Mr. Goodall and Mr. Micheletto
constitute the class whose terms expire at the 2000 Annual Meeting. As noted
above, Mr. Goodall and Mr. Micheletto have been nominated by the Board to serve
another three-year term.
If either nominee should be unable to serve as a director, which we do not
expect, proxies granting discretionary authority may be voted "FOR" any other
person the Board nominates, unless the Board reduces the number of directors.
Other directors are not up for election this year and will continue in office
for the remainder of their terms or until their death, resignation or removal.
3
<PAGE> 7
Biographical information on Mr. Goodall and Mr. Micheletto, and the
Directors continuing in office, is set forth below. Directors' ages are as of
December 31, 1999.
<TABLE>
<S> <C> <C>
- -------------------------------------------------------------------------------------------------------------
WILLIAM D. GEORGE, JR.--Continuing in office--Term Expiring 2001
Age: 67
Director Since: March, 1994
Principal Occupation: Retired President and Chief Executive Officer and member
[PHOTO] of the Board of Directors of S.C. Johnson & Son, Inc.
Recent Business Mr. George retired as President and Chief Executive
Experience: Officer of S.C. Johnson & Son, Inc. in January, 1997, a
position he held since 1993.
Other Directorships: Arvin Industries, Inc.
- -------------------------------------------------------------------------------------------------------------
JACK W. GOODALL--Standing for election at this meeting for a term expiring 2003
Age: 61
Director Since: March, 1994
Principal Occupation: Chairman of the Board of Jack in the Box Inc. since
[PHOTO] April, 1996.
Recent Business Mr. Goodall served as Chairman, President and Chief
Experience: Executive Officer of Foodmaker, Inc. (now Jack in the Box
Inc.) from 1985 to 1996.
</TABLE>
<TABLE>
<S> <C> <C>
- -------------------------------------------------------------------------------------------------------------
DAVID W. KEMPER--Continuing in office--Term Expiring 2002
Age: 49
Director Since: October, 1994
Principal Occupation: Chairman, President and Chief Executive Officer of
[PHOTO] Commerce Bancshares, Inc. since 1991.
Other Directorships: Tower Properties Company and Wave Technologies
International, Inc.
</TABLE>
<TABLE>
<S> <C> <C>
- -------------------------------------------------------------------------------------------------------------
JOE R. MICHELETTO--Standing for election at this meeting for a term expiring 2003
Age: 63
Director Since: January, 1994
Principal Occupation: Chief Executive Officer and President of Ralcorp
[PHOTO] Holdings, Inc. since September, 1996.
Recent Business Mr. Micheletto served as Co-Chief Executive Officer and
Experience: Chief Financial Officer of Ralcorp Holdings, Inc. from
1994 to 1996. He served as Vice President and Controller
of Ralston Purina Company from 1985 to 1994 and as Chief
Executive Officer of Ralston Resorts from 1991 to 1997.
Other Directorships: Agribrands International, Inc. and Vail Resorts, Inc.
</TABLE>
<TABLE>
<S> <C> <C>
- -------------------------------------------------------------------------------------------------------------
WILLIAM P. STIRITZ, CHAIRMAN OF THE BOARD--Continuing in office--Term Expiring 2001
Age: 65
Director Since: January, 1994
Principal Occupation: Chairman of the Board, Chief Executive Officer and
President, Agribrands International, Inc. since April,
[PHOTO] 1998.
Recent Business Mr. Stiritz served as Chairman of the Board, Chief
Experience: Executive Officer and President of Ralston Purina Company
from 1982 to 1997.
Other Directorships: American Freightways Corporation; Angelica Corporation;
Ball Corporation; The May Department Stores Company;
Ralston Purina Company; Reinsurance Group of America,
Incorporated; and, Vail Resorts, Inc.
- -------------------------------------------------------------------------------------------------------------
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" MESSRS. GOODALL AND MICHELETTO.
4
<PAGE> 8
INFORMATION ON CERTAIN SHAREHOLDERS
WHICH SHAREHOLDERS OWN MORE THAN 5% OF RALCORP COMMON STOCK?
The following table shows, as of November 19, 1999, all persons we know to
be "beneficial owners" of more than five percent of Ralcorp.(A)
<TABLE>
<CAPTION>
NUMBER OF SHARES % OF
NAME AND ADDRESS TITLE OF BENEFICIALLY SHARES EXPLANATORY
OF BENEFICIAL OWNER CLASS OWNED OUTSTANDING NOTES
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------
First Manhattan Co. Common Stock 2,290,139 7.5% (B)
437 Madison Avenue
New York, NY 10022
Lazard Asset Management Common Stock 2,058,685 6.7% (C)
30 Rockefeller Plaza
New York, NY 10112
Shapiro Capital Management Co., Inc. Common Stock 3,042,370 10.0% (D)
One Buckhead Plaza, Suite 1555
3060 Peachtree Road, N.W.
Atlanta, GA 30305
</TABLE>
- ---------------
(A) "Beneficial ownership" is a technical term broadly defined by the SEC to
mean more than ownership in the usual sense. So, for example, you
"beneficially" own Ralcorp common stock not only if you hold it directly,
but also if you indirectly (through a relationship, a position as a director
or trustee, or a contract or understanding), have or share the power to vote
the stock, or to sell it, or you have the right to acquire it within 60
days.
(B) Of these shares, First Manhattan Co. has voting and investment powers as
follows: sole voting--69,000 shares; shared voting--2,194,339 shares; sole
investment--69,000 shares; and shared investment--2,221,139 shares.
(C) Of these shares, Lazard Asset Management has voting power with respect to
1,873,185 shares.
(D) Of these shares, Shapiro Capital Management Co., Inc. has voting and
investment powers as follows: shared voting--2,368,070 shares; and shared
investment--3,042,370 shares. Shapiro has no voting power with respect to
674,300 shares.
5
<PAGE> 9
HOW MUCH RALCORP STOCK DO DIRECTORS AND EXECUTIVE OFFICERS OWN?
The following table shows, as of November 19, 1999, Ralcorp common stock
beneficially owned by Ralcorp directors and executive officers under SEC rules.
Except as noted, all such persons possess sole voting and investment powers with
respect to the shares listed. An asterisk in the column listing the percentage
of shares outstanding indicates the person owns less than 1% of the common stock
as of November 19, 1999.
<TABLE>
<CAPTION>
NUMBER OF SHARES % OF
DIRECTORS BENEFICIALLY SHARES EXPLANATORY
AND EXECUTIVE OFFICERS OWNED OUTSTANDING NOTES
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
William D. George, Jr. 1,000 *
Jack W. Goodall 30,900 *
David W. Kemper 9,000 *
Joe R. Micheletto 85,004 * (A)(H)
William P. Stiritz 876,459 2.9% (B)
Kevin J. Hunt 10,744 * (C)(H)
Robert W. Lockwood 18,782 * (D)(H)
James A. Nichols 41,185 * (E)(H)
David P. Skarie 11,567 * (F)(H)
All directors and executive officers as a group
(12 persons) 1,091,771 3.6% (G)(H)
</TABLE>
- ---------------
(A) Includes 42,914 shares of common stock held under Ralcorp's Savings
Investment Plan. Mr. Micheletto has only voting power with respect to 1,506
of these shares.
(B) Includes 18,333 shares of common stock owned by Mr. Stiritz's wife.
(C) Includes 3,700 shares of common stock held under Ralcorp's Savings
Investment Plan. Mr. Hunt has only voting power with respect to 3,254 of
these shares.
(D) Includes 12,535 shares of common stock as to which Mr. Lockwood shares
voting and investment powers. Also includes 6,247 shares of common stock
held under Ralcorp's Savings Investment Plan. Mr. Lockwood has only voting
power with respect to 1,586 of these shares.
(E) Includes 5,185 shares of common stock held under Ralcorp's Savings
Investment Plan. Mr. Nichols has only voting power with respect to 2,794 of
these shares.
(F) Includes 3,080 shares of common stock held under Ralcorp's Savings
Investment Plan. Mr. Skarie has only voting power with respect to 2,085 of
these shares.
(G) With respect to all executive officers except those named in the above
table: includes 6,130 shares of common stock held under the Company's
Savings Investment Plan (the executive officers have only voting power with
respect to 2,885 of these shares).
(H) Shares of common stock held in the Company's Savings Investment Plan are not
directly allocated to individual participants but instead are held in a
separate fund in which participants acquire units. The fund also holds
varying amounts of cash and short-term investments. The number of shares of
common stock reported as being held in the Savings Investment Plan with
respect to the executive officers is an approximation of the number of
shares in the fund allocable to each of the executive officers. The number
of shares allocable to a participant in the fund will vary on a daily basis
based upon the cash position of the fund and the market price of the common
stock.
6
<PAGE> 10
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
DID DIRECTORS, EXECUTIVE OFFICERS AND GREATER-THAN-10% STOCKHOLDERS COMPLY WITH
SEC BENEFICIAL OWNERSHIP REPORTING REQUIREMENTS IN 1999?
Section 16(a) of the Securities Exchange Act of 1934 requires our directors
and executive officers, and greater-than-10% stockholders to file reports with
the SEC and the New York Stock Exchange on changes in their beneficial ownership
of Ralcorp common stock and to provide Ralcorp with copies of the reports. Based
on our review of these reports and of certifications furnished to us, we believe
that all of these reporting persons complied with their filing requirements for
1999.
INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS
HOW MANY TIMES DID THE BOARD MEET IN 1999?
The Board currently has four regular meetings scheduled per year, and holds
special meetings when necessary to review significant matters affecting the
Company and to act upon matters requiring Board approval. During fiscal year
1999, there were four regular meetings and two special telephonic meetings.
HOW DOES RALCORP COMPENSATE ITS DIRECTORS?
All directors, with the exception of Mr. Micheletto, receive an annual
retainer of $20,000. They are also paid $1,000 for attending each regular or
special Board meeting, standing committee meeting, telephonic meeting and
consent to action without a meeting. Ralcorp also pays the premiums on
directors' and officers' liability and travel accident insurance policies
insuring directors. Mr. Micheletto receives no remuneration for his services as
a director.
Ralcorp has a Deferred Compensation Plan for Non-Management Directors.
Under this plan, any non-management director may elect to defer, with certain
limitations, their retainer and fees until retirement or other termination of
his directorship. Deferrals may be made in common stock equivalents in an Equity
Option (stock equivalents) or may be made in cash under a Variable Interest
Option (interest at prime rate). Deferrals in the Equity Option receive a
33 1/3% Company matching contribution. All directors have elected to defer their
retainer and fees.
DOES THE BOARD HAVE ANY STANDING COMMITTEES?
The Board has an Audit Committee, an Executive Committee and a Nominating
and Compensation Committee.
WHAT DOES THE AUDIT COMMITTEE DO AND WHO ARE ITS MEMBERS?
The Audit Committee consists of four non-management directors and is
responsible for matters relating to accounting policies and practices, financial
reporting and internal controls. Each year it recommends to the Board the
appointment of a firm of independent accountants to examine the financial
statements of the Company. It reviews with representatives of the independent
accountants the scope of the examination of the Company's financial statements,
results of audits, audit costs and recommendations with respect to internal
controls and financial matters. The Audit Committee also reviews nonaudit
services rendered by the Company's independent accountants and periodically
meets with or receives reports from principal officers. This Committee met twice
in fiscal year 1999. Its members as of the date of this Proxy Statement are
Messrs. George, Goodall, Kemper and Stiritz. Mr. Kemper serves as Committee
Chairman.
WHAT DOES THE EXECUTIVE COMMITTEE DO AND WHO ARE ITS MEMBERS?
The Executive Committee consists of two directors and may exercise all of
the authority of the Board in the management of the Company in the intervals
between meetings of the Board. This Committee met twice in fiscal year 1999. Its
members as of the date of this Proxy Statement are Messrs. Micheletto and
Stiritz. Mr. Stiritz serves as Committee Chairman.
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<PAGE> 11
WHAT DOES THE NOMINATING AND COMPENSATION COMMITTEE DO AND WHO ARE ITS MEMBERS?
The Nominating and Compensation Committee consists of four non-management
directors. It recommends to the Board nominees for election as directors and
executive officers of the Company. Additionally, it makes recommendations to the
Board regarding election of directors to positions on committees of the Board
and compensation and benefits for directors. The Nominating and Compensation
Committee also sets the compensation of all executive officers and administers
the Company's Deferred Compensation Plan for Key Employees and Incentive Stock
Plan, including the granting of awards under the latter plan. It also reviews
the competitiveness of management compensation and benefit programs and
principal employee relations policies and procedures. This Committee met once in
fiscal year 1999. Its members as of the date of this Proxy Statement are Messrs.
George, Goodall, Kemper and Stiritz. Mr. Goodall serves as Committee Chairman.
HOW DOES A SHAREHOLDER NOMINATE SOMEONE TO BE A DIRECTOR OF RALCORP?
The Nominating and Compensation Committee will consider suggestions from
shareholders regarding possible director candidates. Such suggestions, together
with appropriate biographical information, should be submitted to the Secretary
of the Company.
DID EACH DIRECTOR ATTEND AT LEAST 75% OF ITS MEETINGS?
During fiscal year 1999, all directors attended 75% or more of the
aggregate of the meetings of the Board and of the Board committees to which they
were appointed.
INFORMATION ON EXECUTIVE COMPENSATION
WHAT HISTORICAL INFORMATION ON RALCORP DO I NEED TO UNDERSTAND THE EXECUTIVE
COMPENSATION INFORMATION IN THIS PROXY STATEMENT?
The Company was created as part of the restructuring of another company
which is no longer public but which, prior to January 31, 1997:
-- conducted the business operations now conducted by the Company;
-- had a Board, and a Nominating and Compensation Committee, whose
members were the same as those of the Company; and,
-- had many of the same executive officers as the Company.
Consequently, executive compensation reported in this Proxy Statement for
periods prior to January 31, 1997 represents compensation paid by that other
company.
HOW DOES RALCORP COMPENSATE ITS OFFICERS?
The following tables and narrative text discuss compensation paid in fiscal
year 1999 to the Named Executive Officers, i.e., the Company's Chief Executive
Officer and President and the Company's four other most highly compensated
executive officers. This information is followed by the report of the Board's
Nominating and Compensation Committee that describes the Committee's philosophy
on executive compensation.
8
<PAGE> 12
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION (AWARDS)
----------------------------------- ---------------------------
SECURITIES
OTHER ANNUAL RESTRICTED UNDERLYING ALL OTHER
COMPENSATION STOCK AWARD(S) OPTIONS COMPENSATION
NAME & PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($) ($) (#) ($)(1)
- ------------------------- ---- --------- -------- ------------ -------------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
J. R. Micheletto 1999 $425,000 $250,000 $ 8,311 0 75,000 $76,313
Chief Executive Officer 1998 $350,000 $200,000 $10,213 0 100,000 $60,750
and President 1997 $300,000 $150,000 $14,068 0 96,000 $80,466
K. J. Hunt 1999 $175,000 $105,000 $ 532 0 28,000 $18,362
Vice President; and 1998 $165,000 $87,500 $ 739 0 30,000 $15,888
President, Bremner, Inc. 1997 $140,000 $75,000 $ 0 0 43,000 $15,675
R. W. Lockwood 1999 $200,000 $93,600 $ 1,910 0 23,000 $29,400
Vice President, General 1998 $190,000 $89,500 $ 0 0 25,000 $28,392
Counsel and Secretary 1997 $182,000 $65,000 $ 0 0 35,000 $24,468
J. A. Nichols 1999 $198,500 $115,500 $ 3,757 0 28,000 $29,913
Vice President; and 1998 $189,000 $95,000 $ 304 0 30,000 $29,460
President, Ralston Foods 1997 $180,000 $80,000 $ 0 0 43,000 $39,075
D. P. Skarie 1999 $167,500 $83,700 $ 1,828 0 23,000 $19,376
Vice President and 1998 $159,600 $79,000 $ 0 0 25,000 $18,337
Director of Customer 1997 $152,000 $65,000 $ 0 0 35,000 $16,870
Development, Ralston Foods
</TABLE>
- ---------------
(1) The amounts shown in this column for fiscal year 1999 consist of the
following: (i) Company matching contributions or accruals to the Company's
Savings Investment Plan and Executive Savings Investment Plan. Such amounts
are $13,813, $5,237, $6,000, $6,813, and $5,951, respectively, for Messrs.
Micheletto, Hunt, Lockwood, Nichols and Skarie; and, (ii) Company 25%
matching contributions on deferrals under the Equity Option of the Deferred
Compensation Plan for Key Employees. Such amounts are $62,500, $13,125,
$23,400, $23,100, and $13,425, respectively, for Messrs. Micheletto, Hunt,
Lockwood, Nichols and Skarie.
STOCK OPTIONS
The following table sets forth stock option grants to the Named Executive
Officers during fiscal year 1999.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
GRANT DATE
INDIVIDUAL GRANTS VALUE
------------------------------------------------------- ----------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS EXERCISE
UNDERLYING GRANTED TO OR BASE GRANT DATE
OPTIONS EMPLOYEES PRICE EXPIRATION PRESENT
NAME GRANTED (#)(1) IN FISCAL YEAR ($/SH) DATE VALUE $(2)
---- -------------- -------------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
J. R. Micheletto 75,000 16.5% $17.1875 9/22/2009 $697,189
K. J. Hunt 28,000 6.1% $17.1875 9/22/2009 $260,284
R. W. Lockwood 23,000 5.0% $17.1875 9/22/2009 $213,805
J. A. Nichols 28,000 6.1% $17.1875 9/22/2009 $260,284
D. P. Skarie 23,000 5.0% $17.1875 9/22/2009 $213,805
</TABLE>
- ---------------
(1) 25% of the total shares become exercisable on September 23 of 2002, 2003,
2004 and 2005.
(2) Grant date valuation amounts were determined by application of the
Black-Scholes valuation method. Assumptions used were as follows: (i)
interest rate equals the interpolated Treasury rate for the applicable
maturity on the grant date; (ii) dividend yield continues as 0%; (iii)
expected volatility at grant date equals 41.35%; and, (iv) expected exercise
date equals the midpoint between the date exercisable and the expiration
date.
9
<PAGE> 13
The following table sets forth fiscal year end option values. None of the
options reflected in the table were exercisable on September 30, 1999, the end
of fiscal year 1999. No options were exercised by any of the Named Executive
Officers during the fiscal year. The Company has never granted Stock
Appreciation Rights.
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT FY-END(#) OPTIONS AT FY-END($)
---------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
J. R. Micheletto 0 271,000 $0 $889,750
K. J. Hunt 0 101,000 $0 $350,438
R. W. Lockwood 0 83,000 $0 $287,125
J. A. Nichols 0 101,000 $0 $350,438
D. P. Skarie 0 83,000 $0 $287,125
</TABLE>
COMPENSATION PURSUANT TO PLANS
During fiscal year 1999, Ralcorp maintained certain plans that provided
benefits to executive officers and other employees of the Company. Descriptions
of some of those plans follow. The descriptions provided are in summary form and
are contained in this Proxy Statement solely in order to meet SEC requirements
regarding disclosure of the compensation of the Named Executive Officers and
should not be used for any other purpose.
EMPLOYMENT/SEVERANCE AGREEMENTS
The Company has Employment Agreements with the Named Executive Officers
expiring on January 31, 2000. The Employment Agreements provide for payment of a
minimum monthly salary and minimum bonus each year during the term of the
Agreement. Minimum monthly salaries are as follows: Mr. Micheletto -- $25,000;
Mr. Hunt--$11,667; Mr. Lockwood--$15,167; Mr. Nichols--$15,000; and, Mr.
Skarie--$12,667. Minimum bonuses are as follows: Mr. Micheletto--$150,000; Mr.
Hunt--$35,000; Mr. Lockwood--$21,500; Mr. Nichols--$45,000; and, Mr.
Skarie--$27,500. Actual monthly salaries and bonuses may be higher within the
discretion of the Committee. The Employment Agreements also provide that the
Named Executive Officers shall receive an executive level benefit program as
determined by the Board.
Any Named Executive Officer may be terminated at any time without "cause".
If the termination occurs prior to the end of the term of the Employment
Agreement, the Named Executive Officer will be entitled to receive monthly base
salary, minimum bonuses and employee benefits through the end of the term.
However, the Company can terminate the Employment Agreement immediately and
without notice if the Named Executive Officer engages in certain specified
conduct, including the refusal without cause to perform his assigned duties, the
open criticism of the Company in the media or the participation in any conduct
the Board determines to be contrary to the Company's best interests. This is
called a Termination for Cause. Upon Termination for Cause, the Company will be
obligated to pay the Named Executive Officer his monthly base salary prorated to
the date of the termination event.
In addition, the Company has Management Continuity Agreements with the
Named Executive Officers. The agreements provide severance compensation to each
covered executive officer in the event of the officer's voluntary or involuntary
termination after a change-in-control of the Company. The compensation provided
would be in the form of a lump sum payment equal to the present value of
continuing the executive officer's salary and bonus for a specified period
following the executive officer's termination of employment, the continuation of
other executive benefits for the same period, and certain pension bridging
payments. The initial applicable period is two years (three years in the case of
the CEO) in the event of an involuntary termination of employment (including a
constructive termination) and one year, in the event of a voluntary termination
of employment. These periods are subject to reduction for each complete year the
executive officer remains employed following the change-in-control. No payments
would be made if the executive officer's termination is due to death, disability
or normal retirement, or is "for cause", nor would any payments continue beyond
the executive officer's normal retirement date. Contracts governing stock
options provide that upon a change-in-control of the Company, any unexercised,
unvested, unearned or unpaid shares become 100% vested. If a payment obligation
under a Management Continuity Agreement is triggered in connection with the
termination of a Named Executive Officer during the term of such officer's
Employment Agreement, then payments due under the Management Continuity
Agreement would be reduced by payments made under the Employment Agreement.
10
<PAGE> 14
RETIREMENT PLAN
The Ralcorp Holdings, Inc. Retirement Plan may provide pension benefits in
the future to the Named Executive Officers. Certain regular U.S. employees
having one year of service with the Company, or certain Company subsidiaries,
are eligible to participate in the Retirement Plan. Employees become vested
after five years of service. Normal retirement is at age 65; however, employees
who work beyond age 65 may continue to accrue benefits.
Annual benefits are computed by multiplying the participant's Final Average
Earnings (average of participant's five highest consecutive annual earnings
during ten years prior to retirement or earlier termination) by the product of
1.5% times the participant's years of service (to a maximum of 40 years) and by
subtracting from that amount up to one-half of the participant's primary social
security benefit at retirement (with the actual amount of offset determined by
age and years of service at retirement).
The following table shows the estimated annual retirement benefits that
would be payable from the Retirement Plan to salaried employees, including the
Named Executive Officers, assuming age 65 retirement. To the extent an
employee's compensation or benefits exceed certain limits imposed by the
Internal Revenue Code of 1986, as amended, the table also includes benefits
payable from an unfunded supplemental retirement plan. The table reflects
benefits prior to the subtraction of social security benefits as described
above.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
REMUNERATION YEARS OF SERVICE
(FINAL AVERAGE --------------------------------------------------------------------------
EARNINGS) 10 15 20 25 30 35 40
-------------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
$100,000 $ 15,000 $ 22,500 $ 30,000 $ 37,500 $ 45,000 $ 52,500 $ 60,000
$200,000 $ 30,000 $ 45,000 $ 60,000 $ 75,000 $ 90,000 $105,000 $120,000
$300,000 $ 45,000 $ 67,500 $ 90,000 $112,500 $135,000 $157,500 $180,000
$400,000 $ 60,000 $ 90,000 $120,000 $150,000 $180,000 $210,000 $240,000
$500,000 $ 75,000 $112,500 $150,000 $187,500 $225,000 $262,500 $300,000
$600,000 $ 90,000 $135,000 $180,000 $225,000 $270,000 $315,000 $360,000
$700,000 $105,000 $157,500 $210,000 $262,500 $315,000 $367,500 $420,000
$800,000 $120,000 $180,000 $240,000 $300,000 $360,000 $420,000 $480,000
$900,000 $135,000 $202,500 $270,000 $337,500 $405,000 $472,500 $540,000
</TABLE>
For the purpose of calculating retirement benefits, the Named Executive
Officers had, as of September 30, 1999, the following years of credited service,
calculated to the nearest year: Mr. Micheletto--37 years; Mr. Hunt--14 years;
Mr. Lockwood--23 years; Mr. Nichols--24 years; and, Mr. Skarie--14 years.
Credited service includes service with Ralston Purina Company, the Company's
former parent corporation. Earnings used in calculating benefits under the
Retirement Plan and any unfunded supplemental retirement plan previously
described are approximately equal to amounts included in the Salary and Bonus
columns in the Summary Compensation Table on page 9.
OTHER BENEFIT PLANS
Beneficiaries of eligible retired executive officers will be provided a
death benefit in an amount equal to 50% of the earnings recognized under the
Company's benefit plans for the executive officer during the last full year of
employment. This benefit is not presently insured or funded.
In addition, the Executive Long-Term Disability Plan would provide benefits
to its corporate officers, including certain executive officers, in the event
they become disabled. The Long-Term Disability Plan, which is available to
certain regular employees of the Company and in which officers must participate
at their own expense in order to be eligible for the Executive Long-Term
Disability Plan, imposes a limit of $10,000 per month (60% of a maximum annual
salary of $200,000) on the amount paid to a disabled employee. The Executive
Long-Term Disability Plan will provide a supplemental benefit equal to 60% of
the difference between the executive officer's previous year's earnings
recognized under the Company's benefit plans and $200,000, with appropriate
taxes withheld.
11
<PAGE> 15
NOMINATING AND COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Nominating and Compensation Committee consists entirely of
non-management directors free from relationships with the Company that might be
considered a conflict of interest. It approves direct and indirect compensation
of all executive officers and administers, and makes awards under, the Incentive
Stock Plan which was approved by shareholders in January, 1998. Stock-based
awards such as stock options and restricted stock may be granted under that Plan
to officers and other key employees of the Company.
COMPENSATION PHILOSOPHY
The Company's executive compensation program is designed to provide total
compensation that can attract, retain and motivate key employees. The
Committee's intent is to provide overall cash compensation packages that have a
greater "at risk" element than competitive norms, i.e., salaries below industry
medians and performance-based bonuses which may permit recipients to achieve
total cash compensation packages exceeding medians. The Committee generally
reviews executive officer compensation including salaries, bonuses and any
long-term compensation such as stock options each September near the end of the
Company's fiscal year.
SALARIES
The Committee establishes the salaries of executive officers based on its
assessment of the individual's responsibilities, experience, individual
performance and contribution to the Company's performance. The Committee also
takes into account compensation data from other companies; historical
compensation levels at the Company; the competitive environment for attracting
and retaining executives; and, in the case of executive officers other than Mr.
Micheletto, the recommendation of Mr. Micheletto. The Company attempts to set
base salary levels at or below the median level for executives holding positions
of similar responsibility and complexity at corporations as reflected in
published surveys. The salaries for Named Executive Officers are set forth in
the Summary Compensation Table on page 9.
BONUSES
On September 23, 1999, the Committee awarded bonuses to the Named Executive
Officers for the Company's 1999 fiscal year. The amount of each bonus was based
on the officer's total compensation package including salary, bonus and stock
options; the financial performance of the officer's business unit relative to
the business plan (including such measures as sales volume, revenues, costs,
cash flow and operating profit), Company financial performance (including the
measures of business unit performance listed above and, in addition, earnings
per share, return on equity and total return to the shareholders); the officer's
individual performance (including the quality of strategic plans, organizational
and management development, special project leadership and similar
manifestations of individual performance); the business environment for the
officer's business unit; and, in the case of officers other than Mr. Micheletto,
on the recommendations of Mr. Micheletto. The recommendations of Mr. Micheletto
were, in turn, based on bonus targets (as a percent of salary) set prior to the
beginning of the fiscal year.
Although the foregoing factors were weighed heavily by the Committee,
individual bonuses and the total bonus pool were not based on application of a
strict numerical formula developed prior to the fiscal year but were based on
the Committee's exercise of subjective judgment and discretion in light of the
quantitative and qualitative factors listed above. Mr. Micheletto's bonus was
based on the Committee's general assessment of the factors described above and
in particular, on his contributions to the achievement of an improvement in
operating results over the prior fiscal year, and his leadership in
accomplishing several significant acquisitions during the fiscal year.
LONG-TERM COMPENSATION
Long-term compensation currently consists of stock options which entitle
the recipient to purchase a specified number of shares of the Company's common
stock after a specified period of time at an option price which is ordinarily
equal to the fair market value of the common stock at the time of grant. They
provide
12
<PAGE> 16
executives with an opportunity to buy and maintain an equity interest in the
Company while linking the executive's compensation directly to shareholder value
since the executive receives no benefit from the option unless all shareholders
have benefited from an appreciation in the value of the common stock. In
addition, since the options "vest" serially over a period of time after the date
of grant, they enhance the ability of the Company to retain the executive while
encouraging the executive to take a longer-term view on decisions impacting the
Company.
At its September 23, 1999 meeting, the Committee also authorized the award
of stock options to the Named Executive Officers and other officers and key
employees equal in the aggregate to approximately one and one-half percent of
the Company's outstanding common stock. Options were allocated among the Named
Executive Officers by the Committee based on the Committee's assessment of the
relative past and potential contributions of each of the Named Executive
Officers and, to a lesser extent, competitive norms, taking into account stock
awards already held by the officers. In the case of executive officers other
than Mr. Micheletto, the Committee also considered the recommendations of Mr.
Micheletto. Pursuant to a delegation by the Committee, Mr. Micheletto also
designated a broad group of key employees as recipients of the stock options.
DEDUCTIBILITY OF CERTAIN EXECUTIVE COMPENSATION
A feature of the Omnibus Budget Reconciliation Act of 1993 sets a limit on
deductible compensation of $1,000,000 per person, per year for the Chief
Executive Officer and the next four highest-paid executives. It is not
anticipated that any portion of the compensation to be received during the 2000
fiscal year by the Named Executive Officers would exceed the limit on
deductibility by the Company. With respect to future years, while it is the
general intention of the Committee to meet the requirements for deductibility,
the Committee may, in the exercise of its judgment, approve payment of
compensation from time to time that may not be fully deductible. The Committee
believes this flexibility will enable it to respond to changing business
conditions, or to an executive's exceptional individual performance. The
Committee will continue to review and monitor its policy with respect to the
deductibility of compensation.
<TABLE>
<S> <C>
J. W. Goodall--Chairman D. W. Kemper
W. D. George, Jr. W. P. Stiritz
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Stiritz is Chairman of the Board of Ralston Purina Company. During the
fiscal year, the Company paid Ralston approximately $1.6 million for research
facilities and quality assurance services, telecommunications, and other
administrative services. These arrangements were, and for any services
continuing in fiscal year 2000 will be, conducted in the ordinary course of
business at competitive prices and terms.
Mr. Kemper is Chairman, President and Chief Executive Officer of Commerce
Bancshares, Inc. which is one of six banks participating in the Company's
committed credit facility. Commerce Bancshares' lending commitment under that
facility is limited to $16 million out of a total syndicate commitment of $125
million. In addition, the Company has an uncommitted line of credit with
Commerce Bancshares in an amount not exceeding $8 million.
COMPARATIVE INFORMATION ON THE COMPANY'S PERFORMANCE
HOW DOES RALCORP COMPARE WITH OTHER COMPANIES IN RETURN ON A SHAREHOLDER'S
INVESTMENT?
The graph displayed below is presented in accordance with SEC requirements.
The graph begins on February 3, 1997, the first day of trading for Ralcorp
common stock following the reorganization. Shareholders are cautioned against
drawing any conclusions from the data contained therein, as past results are not
necessarily indicative of future performance. This graph in no way reflects the
Company's forecast of future financial performance.
13
<PAGE> 17
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Exchange
Act, that might incorporate future filings, including this Proxy Statement, in
whole or in part, the following Performance Graph and the Nominating and
Compensation Committee Report on Executive Compensation set forth above shall
not be incorporated by reference into any such filings.
Set forth below is a line graph comparing the cumulative total shareholder
return for Ralcorp's common stock with the cumulative total return of the stocks
in the Russell 2000 and Russell 2000 Consumer Staples Indices.
[Performance Graph]
<TABLE>
<CAPTION>
RALCORP RUSSELL 2000 INDEX RUSSELL 2000 CONSUMER STAPLES INDEX
------- ------------------ -----------------------------------
<S> <C> <C> <C>
"2/3/97"..................................... 100 100 100
"9/30/97".................................... 151.01 123.85 132.38
"9/30/98".................................... 113.13 100.86 121.7
"9/30/99".................................... 142.93 119.67 118.54
</TABLE>
SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
HOW DO I MAKE A PROPOSAL FOR THE 2001 ANNUAL MEETING?
Under the Company's Bylaws, shareholders who desire to nominate a director
or present any other business at an Annual Meeting of Shareholders must follow
certain procedures. Generally, to be considered at the 2001 Annual Meeting of
Shareholders, a shareholder nomination or proposal not to be included in the
Proxy Statement and Notice of Meeting must be received by the Company's
Secretary between October 30, 2000 and November 29, 2000. However, if the
shareholder desires that the proposal be included in the Company's Proxy
Statement and Notice of Meeting for the 2001 Annual Meeting of Shareholders then
it must be received by the Secretary of the Company no later than August 22,
2000 and must also comply in all respects with the rules and regulations of the
SEC and the laws of the State of Missouri. A copy of the Bylaws will be
furnished to any shareholder without charge upon written request to the
Company's Secretary.
By Order of the Board of Directors,
/s/ ROBERT W. LOCKWOOD
Robert W. Lockwood
Secretary
December 20, 1999
RFG 0401
14
<PAGE> 18
[RALCORP LOGO] RALCORP HOLDINGS, INC.
P
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
R FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
JANUARY 28, 2000 AT 10:00 A.M.
O GATEWAY CENTER, ONE GATEWAY DRIVE, COLLINSVILLE, ILLINOIS
X
The undersigned appoints Joe R. Micheletto and Robert W. Lockwood, and each
Y of them, lawful attorneys and proxies of the undersigned, with power of
substitution, to represent the undersigned at the Annual Meeting of
Shareholders of Ralcorp Holdings, Inc. to be held on January 28, 2000, and
at any adjournments thereof, and to vote in accordance with the
instructions structions on the reverse side all shares of Common Stock of
the Company which the undersigned is entitled to vote.
TRUSTEE'S AUTHORIZATION. The undersigned also authorizes Vanguard Fiduciary
Trust Company to vote any shares of Common Stock of the Company credited to
the undersigned's account under the Ralcorp Holdings, Inc. Savings
Investment Plan at the Annual Meeting of Shareholders in accordance with
the instructions on the reverse side.
IMPORTANT-PLEASE SIGN AND DATE ON BACK OF CARD.
RETURN PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE;
NO POSTAGE NECESSARY.
-----------
SEE REVERSE
SIDE
-----------
* DETACH AND RETURN PROXY CARD *
IMPORTANT
PLEASE VOTE THE ABOVE PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS.
IF YOU REQUIRE SPECIAL ARRANGEMENTS TO PARTICIPATE AT THIS MEETING,
PLEASE CONTACT THE COMPANY'S SHAREHOLDER SERVICES DEPARTMENT
AT (314) 877-7046 PRIOR TO THE MEETING.
IF YOUR ADDRESS HAS CHANGED, PLEASE BE SURE TO NOTIFY
SHAREHOLDER SERVICES PROMPTLY
* FOLD HERE *
- --------------------------------------------------------------------------------
ADMISSION TICKET
FOR PRE-REGISTRATION, PLEASE SIGN BELOW.
PRESENT THIS CARD AT THE ENTRANCE TO THE MEETING ROOM.
RALCORP HOLDINGS, INC.
2000 ANNUAL MEETING OF SHAREHOLDERS
GATEWAY CENTER
ONE GATEWAY DRIVE, COLLINSVILLE, ILLINOIS
FRIDAY, JANUARY 28, 2000
10:00 A.M.
SIGNATURE
---------------------------------------------------
<PAGE> 19
X Please mark your 2146
vote as in this
example.
The proxies are directed to vote as specified below and in their discretion on
all other matters coming before the meeting.
IF NO DIRECTION IS MADE, THE PROXIES WILL VOTE FOR ALL NOMINEES LISTED BELOW.
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote "FOR" all nominees for election as
directors.
- --------------------------------------------------------------------------------
FOR WITHHELD
1. Election of 01.Jack W. Goodall ANNUAL REPORT
Directors: 02.Joe R. Micheletto Mark here to
discontinue annual
report mailing for
this account (for
multiple-account
holders only).
For, except vote withheld from the ANNUAL MEETING
following nominees: Mark here if you plan
to attend the annual
meeting.
----------------------------------
- --------------------------------------------------------------------------------
Please sign exactly
as name appears
hereon. Joint owners
should each sign.
When signing as
attorney, executor,
administrator,
trustee or guardian,
please give full
title as such.
------------------------
SIGNATURE(S) DATE
------------------------
SIGNATURE(S) DATE
FOLD AND DETACH HERE
RALCORP HOLDINGS, INC.
Dear Shareholder:
Ralcorp Holdings, Inc. encourages you to take advantage of new and convenient
ways by which you can vote shares. You can vote your shares electronically by
telephone or via the Internet, which eliminates the need to return the proxy
card.
To vote your shares electronically, you must use the control number printed in
the box above, just below the perforation.
1. TO VOTE OVER THE INTERNET:
- Log on to the Internet and go to the web site
http://www.eproxyvote.com/rah
- While you are voting, you may also want to consider electing to
receive your Annual Report and proxy materials on the Internet next
year, if available. Simply follow the instructions at this web site
to make the selection.
2. TO VOTE OVER THE TELEPHONE:
- On a touch-tone telephone call toll free 1-877-PRX-VOTE
(1-877-779-8683). If you are calling from outside the United States,
please call 1-201-536-8073.
The Internet and telephone voting facilities will be available until midnight on
January 27, 2000, the day before the Annual Meeting.
Your electronic vote authorizes the named proxies in the same manner as if you
marked, signed, dated and returned the proxy card.
If you choose to vote your shares electronically, there is no need for you to
mail back your proxy card.
Your vote is important. Thank you for voting.
