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): July 14, 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 2. Acquisition of Assets
On July 14, 2000 Ralcorp Holdings, Inc., through one of its subsidiaries,
purchased all issued and outstanding capital stock of RHM Holdings (USA), Inc.
for $132.5 million in cash, subject to certain post-closing adjustments related
to the closing net working capital. RHM Holdings (USA), Inc. owns The Red Wing
Company, Inc. which manufactures shelf-stable, wet filled food products. The
purchase was effected through a stock purchase agreement between Tomkins
Overseas Holdings S.A. and RH Financial Corporation dated as of June 16, 2000, a
copy of which is included as Exhibit 2.1(a) hereof.
The Registrant financed the acquisition through borrowings under a $200 million
credit facility with Bank One, N.A., Wachovia Bank, N.A., and PNC Bank, National
Association a copy of which is included as Exhibit 2.2 hereto.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired. Financial statements required
by this item will be filed no later than 60 days from the date of this report.
(b) Pro Forma Financial Information. Financial statements required by this item
will be filed no later than 60 days from the date of this report.
(c) Exhibits
Exhibit 2.1(a) Stock Purchase Agreement between Tomkins Overseas
Holdings S.A. and RH Financial Corporation dated as of June 16, 2000.
Exhibit 2.1(b) Amendment No. 1 to Stock Purchase Agreement between
Tomkins Overseas Holdings S.A. and RH Financial Corporation dated as of
July 14, 2000.
Exhibit 2.1(c) Amendment No. 2 to Stock Purchase Agreement between
Tomkins Overseas Holdings S.A. and RH Financial Corporation dated as of
July 14, 2000.
Exhibit 2.2 Credit Agreement among Ralcorp Holdings, the lenders
named herein, and Bank One, N.A., as Agent dated as of July 10, 2000.
Exhibit 99.1 Press Release dated July 16, 2000 announcing the
consummation of the purchase of The Red Wing Company, Inc.
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: July 27, 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(a) Stock Purchase Agreement between Tomkins Overseas Holdings
S.A. and RH Financial Corporation dated as of June 16, 2000.
Exhibit 2.1(b) Amendment No. 1 to Stock Purchase Agreement between Tomkins
Overseas Holdings S.A. and RH Financial Corporation dated as
of July 14, 2000.
Exhibit 2.1(c) Amendment No. 2 to Stock Purchase Agreement between Tomkins
Overseas Holdings S.A. and RH Financial Corporation dated as
of July 14, 2000.
Exhibit 2.2 Credit Agreement among Ralcorp Holdings, the lenders named
herein, and Bank One, N.A., as Agent dated as of July 10,
2000.
Exhibit 99.1 Press Release dated July 16, 2000 announcing the consum-
mation of the purchase of The Red Wing Company, Inc.
