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): August 7, 2000
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)
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Item 5. Other Events.
In a press release dated August 8, 2000, a copy of which is attached hereto as
Exhibit 99.1 and the text of which is incorporated by reference herein, Ralcorp
Holdings, Inc. (the "Company") announced that the Company and Agribrands
International, Inc. ("Agribrands") have agreed to merge. On August 7, 2000,
the Company and Agribrands entered into an Agreement and Plan of Reorganization
(the "Agreement"), a copy of which is attached hereto as Exhibit 2.1 and the
text of which is incorporated by reference herein. Pursuant to the Agreement,
the merger is subject to numerous conditions precedent including, but not
limited to, the approval of the merger by the shareholders of the Company and
Agribrands; Agribrands obtaining a ruling from the Internal Revenue Service that
the merger will not affect the tax-free status of Agribrands' spin-off from its
former parent; and customary regulatory approvals and consents. The parties
anticipate consummating the merger within six months.
Item 7. Exhibits.
Exhibit 2.1 Agreement and Plan of Reorganization dated as of August 7, 2000,
by and between Ralcorp Holdings, Inc. and Agribrands
International, Inc.
Exhibit 99.1 Press Release dated August 8, 2000
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: August 8, 2000 By: /s/ T. G. Granneman
-------------------
T. G. Granneman
Duly Authorized Signatory and
Chief Accounting Officer
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EXHIBIT INDEX
Exhibit
Number Description
------ -----------
Exhibit 2.1 Agreement and Plan of Reorganization dated as of August 7, 2000,
by and between Ralcorp Holdings, Inc. and Agribrands
International, Inc.
Exhibit 99.1 Press Release dated August 8, 2000
