<PAGE> 1
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AGRIBRANDS INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Missouri 43-1794250
- ----------------------------------- --------------------------------------
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
9811 South Forty Drive, St. Louis, Missouri 63124
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Agribrands International, Inc. Non-Qualified Deferred Compensation Plan
- --------------------------------------------------------------------------------
(Full Title of the Plan)
DAVID R. WENZEL
Chief Financial Officer
Agribrands International, Inc.
9811 South Forty Drive, St. Louis, Missouri 63124
(314) 812-0500
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
MICHAEL J. COSTELLO, Esq.
General Counsel
Agribrands International, Inc.
9811 South Forty Drive, St. Louis, Missouri 63124
(314) 812-0500
<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Per Aggregate Offering Registration
to be Registered<F1> Registered<F2> Share<F3> Price<F3> Fee<F3>
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred Compensation Obligations 2,500,000 100% $2,500,000 $737.50
====================================================================================================================
<FN>
<F1> The deferred compensation obligations being registered are
general unfunded and unsecured obligations of Agribrands
International, Inc. to pay deferred compensation in the future to
participating members of the Agribrands International, Inc.
Executive Savings Investment Plan (the "Plan").
<F2> The deferred compensation obligations being registered represent
the maximum amount of compensation deferrals which, it is
anticipated, may be made by participants in the Plan during the
approximate twenty-four month period following the initial
offering date under this Registration Statement.
<F3> The amount set forth herein is estimated solely for purposes of
calculating the registration fee in accordance with Rule
457(h)(1).
</TABLE>
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<PAGE> 2
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Information contained in the following documents of Agribrands
International, Inc. (the "Corporation") filed with the Securities and
Exchange Commission (the "Commission") is incorporated herein by reference:
(a) The Corporation's General Form for Registration of Securities on
Form 10, as filed with the Commission pursuant to Section 12(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
Registration No. 1-13479.
All reports and other documents subsequently filed by the Corporation
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of the filing of such reports and documents.
Item 4. Description of Securities.
The deferred compensation obligations (the "Deferred Compensation
Obligations") of the Corporation being registered herein are issuable under
the terms of the Agribrands International, Inc. Non-Qualified Deferred
Compensation Plan (the "Plan"). The Deferred Compensation Obligations
represent obligations of the Corporation to pay to Plan participants certain
compensation amounts that the participants have elected to defer and may also
represent amounts that have been credited to a participant's account under
the Plan.
Under the Plan, the Corporation will provide non-employee directors and
a select group of management or other highly compensated employees of the
Corporation or its participating subsidiaries (each, an "Eligible Employee"
and, with the non-employee directors, a "Participant") the opportunity to
defer a portion of their annual salary and bonus, or director's retainer and
fees, paid by the Corporation or its participating subsidiaries (the
"Compensation"). Each Eligible Employee must have elected to defer
Compensation as permitted under the terms of the Agribrands International,
Inc. Savings Investment Plan (the "SIP"). The Plan provides that an Eligible
Employee whose annual deferrals into the SIP are limited by the deferral
limits imposed by the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and the Internal Revenue Code of 1986, as amended, may
defer a portion of his or her Compensation, in excess of that permitted to be
deferred pursuant to the SIP, on a before-tax basis into the Plan. The Plan
does not permit any after-tax deferrals.
For each applicable payroll period, the Corporation will contribute (a
"Corporation Basic Matching Contribution") on behalf of each Eligible
Employee an amount equal to 50% of such Participant's Basic Matched
Contributions (as defined in the Plan) and may contribute, in its discretion,
such additional matching contributions as it deems appropriate (a
"Corporation Supplemental Matching Contribution"). All amounts attributable
to a Participant will be credited to an account maintained on behalf of such
Participant (a "Deferral Account") and will be indexed to one or more
investment options chosen by such Participant from a list of such options.
Each Deferral Account will be adjusted to reflect the investment experience
of the selected investment option or options, including any appreciation or
depreciation.
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<PAGE> 3
Each Participant is fully vested at all times in any and all amounts
attributable to his or her Basic Matched Contributions, Basic Unmatched
Contributions and Supplemental Contributions (each as defined in the Plan)
and any earnings thereon. Each Participant who was employed by the
Corporation or its subsidiaries on or before April 15, 1998 will be fully
vested in Corporation Basic Matching Contributions and Corporation
Supplemental Matching Contributions; other Participants will be vested in
Corporation Basic Matching Contributions and Corporation Supplemental
Matching Contributions at the rate of 20% for each whole year of employment
with the Corporation and will be fully vested in Corporation Basic Matching
Contributions and Corporation Supplemental Matching Contributions upon the
attainment of age sixty five, retirement, disability, death, termination of
the Plan or a "change in control" of the Corporation (as defined in the
Plan). A Participant's Basic Matched Contributions, Basic Unmatched
Contributions and Supplemental Contributions which are attributable to salary
will become payable upon the Participant's termination of employment or
death. An Eligible Employee's Basic Matched Contributions, Basic Unmatched
Contributions and Supplemental Contributions which are attributable to a
Participant's bonus will become payable on January 31 of the year following
the year in which such bonus was earned or upon the Participant's termination
of employment.
The Plan provides that no distribution from the Plan will be made to
any Participant until such Participant's retirement, termination of
employment, disability or death. The Plan provides that all distributions
under the Plan will be made in a lump sum cash payment. Loans are not
permitted under the Plan, and no withdrawals from the Plan are permitted
unless the Plan Administrator (as defined in the Plan) determines that a
Participant needs funds because of a financial hardship arising out of an
unforeseeable emergency. All benefits due to a Participant or beneficiary
under the Plan are unfunded and unsecured and are payable out of the general
funds of the Corporation. The Corporation may, in its discretion, establish
a grantor trust for the payment of benefits and obligations under the Plan,
the assets of which will be subject to the claims of the Corporation's
creditors at all times, provided that the trust does not alter the
characterization of the Plan as an unfunded plan for purposes of ERISA.
The power to amend, modify or terminate the Plan is reserved to the
Nominating and Compensation Committee of the Corporation's Board of
Directors; however, no amendment, modification or termination may affect any
Deferral Account prior to the effective date of such amendment, modification
or termination without the consent of each Participant or beneficiary
affected thereby. The right to receive payment of benefits under the Plan
may not be transferred, assigned or pledged except by beneficiary
designation, will or pursuant to the laws of descent and distribution. In
the event that a Participant's employment is terminated prior to his or her
attaining age 55, the unvested portion of the Corporation Basic Matching
Contributions and Corporation Supplemental Matching Contributions, if any,
allocated to such Participant's Deferral Account, and any earnings thereon,
will be forfeited as of the date of termination of employment. Corporation
Basic Matching Contributions and Corporation Supplemental Matching
Contributions will be forfeited in the event that a Participant is terminated
for "cause" (as defined in the Plan).
The forgoing discussion is qualified in its entirety by reference to
the Plan.
Item 5. Interests of Counsel and Named Experts.
Certain legal matters in connection with the deferred compensation
obligations to be registered hereby have been passed upon for the Corporation
by Lewis, Rice & Fingersh, L.C., St. Louis, Missouri. Members of, and
attorneys employed by, that firm owned directly or indirectly as of April 1,
1998 3,218 shares of the Corporation's common stock.
II-2
<PAGE> 4
Item 6. Indemnification Of Directors And Officers.
Under Section 351.355 of the Missouri General Business Corporation Law
(the "GBCL") and the Corporation's Articles of Incorporation, the Corporation
must indemnify any person (other than a party plaintiff suing on his or her
behalf or in the right of the Corporation) who is or was a director, officer
or employee of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, trade or industry association or other
enterprise, to the maximum extent permitted by law, against any and all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement, actually and reasonably incurred by such person in connection
with any civil, criminal, administrative or investigative action, proceeding
or claim (including an action by or in the right of the Corporation), by
reason of the fact that such person is or was serving in such capacity,
provided that such person's conduct is not finally adjudged to have been
knowingly fraudulent, deliberately dishonest or to constitute willful
misconduct.
The Corporation's directors and executive officers also have
indemnification contracts with the Corporation. Pursuant to those
agreements, the Corporation has agreed to indemnify the directors and
executive officers to the full extent authorized or permitted by the GBCL.
The agreements also provide for indemnification to the extent not covered by
the GBCL or insurance policies purchased and maintained by the Corporation
(e.g. if the GBCL is amended to change the scope of indemnification). Such
indemnification would be coextensive with the indemnification currently
permitted by the GBCL, as described above, but no indemnity would be paid (i)
in respect to remuneration paid to the director, or executive officer or
employee if it shall be finally judicially adjudged that such remuneration is
in violation of law; (ii) on account of any suit for an accounting of profits
made from the purchase or sale by the director, executive officer or employee
of securities of the Corporation pursuant to the provisions of Section 16(b)
of the Exchange Act or similar provisions of any state or local statutory
law; (iii) on account of the directors, executive officer's or employee's
conduct which is finally judicially adjudged to have been knowingly
fraudulent, deliberately dishonest or to constitute willful misconduct; or
(iv) if a final decision by a Court having jurisdiction in the matter (all
appeals having been denied or none having been taken) shall determine that
such indemnification is not lawful. The agreements also provide for the
advancement of expenses of defending any civil or criminal action, claim,
suit or proceeding against the director, executive officer or employee and
for repayment of such expenses by the director, executive officer or employee
to the Corporation if it is ultimately judicially determined that the
director, executive officer or employee is not entitled to such
indemnification.
The Corporation has directors' and officers' insurance which protects
each director and officer from liability for actions taken in their capacity
as directors or officers. This insurance may provide broader coverage for
such individuals than may be required by the provisions of the Corporation's
Articles of Incorporation.
The foregoing represents a summary of the general effect of the
indemnification provisions of GBCL and the Corporation's Articles of
Incorporation and such agreements and insurance. Additional information
regarding indemnification of directors and officers can be found in Section
351.355 of the GBCL, the Corporation's Articles of Incorporation and its
pertinent agreements, copies of which were filed as exhibits to the
Corporation's Registration Statement on Form 10, which is incorporated herein
by reference.
Item 7. Exemption from Registration Claimed.
This item is inapplicable.
II-3
<PAGE> 5
Item 8. Exhibits.
The following exhibits are submitted herewith or incorporated by
reference herein:
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------ -------
<C> <S>
4(a) Agribrands International, Inc. Non-Qualified Deferred Compensation Plan
5(a) Opinion of Lewis, Rice & Fingersh, L.C.
23(a) Consent of Lewis, Rice & Fingersh, L.C. (included as part of Exhibit 5(a))
23(b) Consent of Price Waterhouse LLP
24 Powers of Attorney (included in signature page of this Registration Statement)
</TABLE>
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement;
(i) to include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
II-4
<PAGE> 6
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
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<PAGE> 7
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of St. Louis, State of
Missouri, as of April 1, 1998.
AGRIBRANDS INTERNATIONAL, INC.
By /s/ David R. Wenzel
----------------------------------------
David R. Wenzel
Chief Financial Officer
[Signatures continued on next page]
II-6
<PAGE> 8
[Signatures (cont.)]
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints David R.
Wenzel and Michael J. Costello, and each of them, severally, his true and
lawful attorneys and agents to execute in his name, place and stead
(individually and in any capacity stated below) any and all amendments to
this Registration Statement and all instruments necessary or advisable in
connection therewith and to file the same with the Securities and Exchange
Commission, each of said attorneys and agents to have power to act with or
without the others and to have full power and authority to do and to perform
in the name and on behalf of each of the undersigned every act whatsoever
necessary or advisable to be done in the premises as fully and to all intents
and purposes as any of he undersigned might or could do in person.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in their
respective capacities as of April 1, 1998.
<TABLE>
<CAPTION>
Name Title
- ---- -----
<S> <C>
/s/ William P. Stiritz Chairman, Chief Executive Officer and President
- ------------------------- (principal executive officer)
William P. Stiritz
/s/ David R. Wenzel Chief Financial Officer
- ------------------------- (principal financial and accounting officer)
David R. Wenzel
/s/ David R. Banks Director
- -------------------------
David R. Banks
/s/ Jay W. Brown Director
- -------------------------
Jay W. Brown
/s/ M. Darrel Ingram Director
- -------------------------
M. Darrell Ingram
/s/ H. Davis McCarty Director
- -------------------------
H. Davis McCarty
/s/ Joe R. Micheletto Director
- -------------------------
Joe R. Micheletto
/s/ Martin K. Sneider Director
- -------------------------
Martin K. Sneider
</TABLE>
II-7
<PAGE> 9
AGRIBRANDS INTERNATIONAL, INC.
FORM S-8 REGISTRATION STATEMENT
<TABLE>
Exhibit Index
<CAPTION>
Reg. S-K
Item 601
Exhibit No. Exhibit
- ----------- -------
<C> <S>
4(a) Agribrands International, Inc. Non-Qualified Deferred Compensation Plan
5(a) Opinion of Lewis, Rice & Fingersh, L.C.
23(a) Consent of Lewis, Rice & Fingersh, L.C. (included as part of Exhibit 5(a))
23(b) Consent of Price Waterhouse LLP
24 Powers of Attorney (included in signature page of this Registration Statement)
</TABLE>
<PAGE> 1
Exhibit 4(a)
------------
<PAGE> 2
AGRIBRANDS INTERNATIONAL, INC.
NON-QUALIFIED DEFERRED COMPENSATION PLAN
Article 1
Definitions
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Section 1.1 Acquiring Person - Any Person who or which, together with
----------------
all Affiliates and Associates of such Person, shall become, at any time after
the date of the Rights Agreement (whether or not such status continues for
any period), the Beneficial Owner of Common Stock representing 20% or more of
the Common Stock then outstanding, other than as a result of a Permitted
Offer. Notwithstanding the foregoing, (A) the term "Acquiring Person" shall
not include (i) the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or any Subsidiary of the Company, or any entity
holding Common Stock for or pursuant to the terms of any such plan, or (ii)
any Person, who or which together with all Affiliates and Associates of such
Person becomes the Beneficial Owner of 20% or more of the then outstanding
Common Stock as a result of the acquisition of Common Stock directly from the
Company (provided, however, that if, after such acquisition, such Person, or
an Affiliate or Associate of such Person, becomes the Beneficial Owner of any
additional Common Stock in an acquisition not made directly from the Company,
then such Person shall be deemed an Acquiring Person), or (iii) a
Grandfathered Person, and (B) no Person shall be deemed to be an "Acquiring
Person" (X) as a result of the acquisition of Common Stock by the Company
which, by reducing the number of Common Stock outstanding, increases the
proportional number of shares beneficially owned by such Person together with
all Affiliates and Associates of such Person; except that if (i) a Person
would become an Acquiring Person (but for the operation of this subclause
(X)) as a result of the acquisition of Common Stock by the Company, and (ii)
after such share acquisition by the Company, such Person, or an Affiliate or
Associate of such Person, becomes the Beneficial Owner of any additional
Common Stock, then such Person shall be deemed an Acquiring Person, (Y) if
such Person, or an Affiliate or Associate of such Person, inadvertently
becomes the Beneficial Owner of 20% or more of the outstanding Common Stock,
or (Z) if a Person, or an Affiliate or Associate of such Person, is the
involuntary transferee of Common Stock from a Grandfathered Person
(including, but not limited to, when such involuntary transfer is as a result
of the death of a Grandfathered Person), provided that, in the case of any
situation referred to in subclause (Y) or (Z) above (1) within 8 days
thereafter such Person notifies the Board of Directors that such Person
acquired the Common Stock in question inadvertently or involuntarily,
respectively, and (2) within 2 days after such notification, such Person is
the Beneficial Owner of less than 20% of the outstanding Common Stock.
Notwithstanding anything to the contrary in this Agreement, any Common Stock
owned by a Grandfathered Person shall not be taken into account when
computing the number of Common Stock beneficially owned by an Affiliate or
Associate of a Grandfathered Person, provided that such affiliate or
Associate (i) does not constitute a member of a group (as defined for
purposes of Section 13(d) of the Exchange act) including such Grandfathered
Person, or (ii) is not otherwise acting in concert with such Grandfathered
Person, each with respect to the Company.
<PAGE> 3
Section 1.2 Affiliate and Associate - The respective meanings
-----------------------
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
under the Exchange Act.
Section 1.3 Base Salary Compensation - The salary payable to an
------------------------
Eligible Employee by the Employer with respect to services performed during
the Year, including amounts deferred by the Eligible Employee under the SIP
and pursuant to any salary reduction agreement under Section 125 of the Code.
Section 1.4 Basic Matched Contributions - The contributions made to
---------------------------
the Plan as described in Section 3.2 of the Plan.
Section 1.5 Basic Unmatched Contributions - The contributions made to
-----------------------------
the Plan as described in Section 3.3 and Section 4.1 of the Plan.
Section 1.6 Beneficial Owner - a Person who is deemed to have
----------------
acquired beneficial ownership of any securities:
(a) which such Person or any of such Person's Affiliates or Associates
beneficially owns, directly or indirectly, as determined pursuant
to Rule 13d-3 of the General Rules and Regulations under the
Exchange Act as in effect on the date hereof;
(b) which such Person or any of such Person's Affiliates or Associates
has (A) the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any
agreement, arrangement or understanding (other than customary
agreements with and between underwriters and selling group
members with respect to a bona fide public offering of
securities), or upon the exercise of conversion rights, exchange
rights, rights (other than the Rights), warrants or options, or
otherwise; provided, however, that a Person shall not be deemed
the Beneficial Owner of, or to beneficially own, securities
tendered pursuant to a tender or exchange offer made by or on
behalf of such Person or any of such Person's Affiliates or
Associates until such tendered securities are accepted for
purchase or exchange; or (B) the right to vote pursuant to any
agreement, arrangement or understanding; provided, however, that
a Person shall be deemed the Beneficial Owner of, or to
beneficially own, any security if the agreement, arrangement or
understanding to vote such security (1) arises solely from a
revocable proxy or consent given to such Person in response to a
public proxy or consent solicitation made pursuant to, and in
accordance with, the applicable rules and regulations promulgated
under the Exchange Act and (2) is not also then reportable on
Schedule 13D under the Exchange Act (or any comparable or
successor report); or
(c) which are beneficially owned, directly or indirectly, by any other
Person with which such Person or any of such Person's Affiliates
or Associates has any agreement, arrangement or understanding
(other than customary agreements with and between underwriters
and selling group members with respect to a bona fide public
offering of securities) for the purpose of acquiring, holding,
voting (except
2
<PAGE> 4
to the extent contemplated by the proviso to paragraph (b)) above
or disposing of any securities of the Company. Notwithstanding
anything in this definition of "Beneficial Owner" to the
contrary, the phrase "then outstanding", when used with reference
to a Person's beneficial ownership of securities of the Company,
shall mean the number of such securities then issued and
outstanding together with the number of such securities not then
actually issued and outstanding which such Person would be deemed
to own beneficially hereunder.
Section 1.7 Beneficiary - The person or persons (including legal
-----------
entities) who have been designated in accordance with Section 7.3 hereof to
receive benefits under the Plan following a Participant's death.
Section 1.8 Board - The Board of Directors of Agribrands
-----
International, Inc.
Section 1.9 Bonus Compensation - Any cash bonus or other cash
------------------
incentive compensation, other than Base Salary Compensation, payable by the
Employer to an Eligible Employee with respect to the Eligible Employee's
service for the calendar year.
Section 1.10 Business Day - Any day other than a Saturday, a Sunday,
------------
or a day on which banking institutions in St. Louis, Missouri are authorized
or obligated by law or executive order to close.
Section 1.11 Change in Control - The earlier of:
-----------------
(a) the close of business on the tenth Business Day after the Shares
Acquisition Date; or
(b) the close of business on the tenth Business Day (or such later
date as may be determined by action of the Board prior to such
time as any Person becomes an Acquiring Person, as defined in the
Rights Agreement) after the date that a tender or exchange offer
by any Person (other than the Company, any Subsidiary of the
Company, or any employee benefit plan of the Company or of any
Subsidiary of the Company or any entity holding Common Stock for
or pursuant to the terms of any such plan) is first published or
sent or given within the meaning of Rule 14d-2 of the General
Rules and Regulations under the Exchange Act, if upon
consummation thereof, such Person would be the Beneficial Owner
of 20% or more of the share of Common Stock then outstanding; or
(c) the Company shall consolidate with, or merge with and into any
other Person; or
(d) the Company shall consolidate with, or merge with, any other
Person, and the Company shall be the continuing or surviving
corporation of such consolidation or merger (other than, in a
case of any transaction described in (iii) or (iv), a merger or
consolidation which would result in all of the securities
generally entitled to vote in the election of directors ("voting
securities") of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding
3
<PAGE> 5
or by being converted into securities of the surviving entity)
all of the voting securities of the Company or such surviving
entity outstanding immediately after such merger or consolidation
and the holders of such securities not having changed as a result
of such merger or consolidation); or
(e) the Company shall sell or otherwise transfer (or one or more of
its Subsidiaries shall sell or otherwise transfer), in one or a
series of related transactions, assets or earning power
aggregating more than 50% of the assets or earning power of the
Company and its Subsidiaries (taken as a whole) to any other
Person (other than the Company or any Subsidiary of the Company
in one or more transactions each of which does not violate
Section 11(n) of the Rights Agreement.
Section 1.12 Code - The Internal Revenue Code of 1986, as amended.
----
Section 1.13 Committee - The Nominating and Compensation Committee of
---------
the Board.
Section 1.14 Common Stock - Agribrands International, Inc. $.01 par
------------
value Common Stock.
Section 1.15 Company - Agribrands International, Inc.
-------
Section 1.16 Company Basic Matching Contributions - The contributions
------------------------------------
made to the Plan as described in Section 3.5(a) of the Plan.
Section 1.17 Company Supplemental Matching Contributions - The
-------------------------------------------
contributions made to the Plan as described in Section 3.5(b) of the Plan.
Section 1.18 Director - A non-Employee member of the Board of
--------
Directors of the Company.
Section 1.19 Director Compensation - The retainer and meetings fees
---------------------
earned by Directors for services rendered to the Company.
Section 1.20 Disability - A mental or physical disability as, in the
----------
opinion of the Plan Administrator or its designee, will prevent a
Participant from resuming work of the same general nature as that which he
performed for the Employer prior to his disability.
Section 1.21 Eligible Employee - An Employee who satisfies the
-----------------
requirements of Sections 2.1 and 2.2 of the Plan.
Section 1.22 Employee - Any individual who is employed by an
--------
Employer.
Section 1.23 Employer - Agribrands International, Inc. or any of its
--------
subsidiaries so designated by the Committee.
4
<PAGE> 6
Section 1.24 ERISA - The Employee Retirement Income Security Act of
-----
1974, as amended.
Section 1.25 Exchange Act - The Securities Exchange Act of 1934, as
------------
amended.
Section 1.26 Grandfathered Person - Any of the members of the
--------------------
Company's Board of Directors as of the date of this Rights Agreement, who are
David R. Banks, Jay W. Brown, M. Darrell Ingram, H. Davis McCarty, Joe R.
Micheletto, Martin K. Sneider and William P. Stiritz, together with his
immediate family and any other Grandfathered Person; provided, however, that
a Grandfathered Person shall cease to be a Grandfathered Person at the time
that (i) such Person is no longer a member of the Company's Board of
Directors, and (ii) thereafter such Person becomes the Beneficial Owner of
any Common Stock of the Company, other than as a result of (A) a dividend or
distribution on the Common Stock, payable in Common Stock or securities
convertible into Common Stock, which such dividend or distribution is payable
to all holders of Common Stock, (B) a subdivision, combination,
recapitalization or reclassification of the Common Stock, or (C) an
acquisition of Common Stock as a result of exercise of Rights.
Section 1.27 Participant - An Eligible Employee or Director who is
-----------
deferring, or an Eligible Employee, former Eligible Employee, Director or
former Director who has deferred, compensation pursuant to Article 3 of the
Plan.
Section 1.28 Permitted Offer - A tender or exchange offer which is for
---------------
all outstanding Common Stock at a price and on terms determined, prior to the
purchase of shares under such tender or exchange offer, by at least a
majority of the members of the Board of Directors who are not officers of the
Company and who are not (or would not be, if the offer were consummated)
Acquiring Persons or Affiliates, Associates, nominees or representatives of
an Acquiring Person, to be adequate or otherwise in the best interests of the
Company and its stockholders (other than the Person or any Affiliate or
Associate thereof on whose basis the offer is being made). In determining
whether an offer is adequate or in the best interests of the Company and its
shareholders, the Board may take into account all factors that it deems
relevant including, without limitation,
(a) the consideration being offered in the proposal in relation to the
Board's estimate of: (1) the current value of the Company in a
freely negotiated sale of either the Company by merger,
consolidation or otherwise, or all or substantially all of the
Company's assets, (2) the current value of the Company if orderly
liquidated, and (3) the future value of the Company over a period
of years as an independent entity discounted to current value;
(b) then existing political, economic and other factors bearing on
security prices generally or the current market value of the
Company's securities in particular;
(c) whether the proposal might violate federal, state or local laws;
5
<PAGE> 7
(d) social, legal and economic effects on employees, suppliers,
customers and others having similar relationships with the
Company, and the communities in which the Company conducts its
businesses;
(e) the financial condition and earnings prospects of the person
making the proposal including the person's ability to service its
debt and other existing or likely financial obligations; and
(f) the competence, experience and integrity of the person making the
acquisition proposal.
Section 1.29 Person - Any individual, firm, partnership, corporation,
------
trust, association, joint venture or other entity, and shall include any
successor (by merger or otherwise) of such entity.
Section 1.30 Plan - The Agribrands International, Inc. Non-Qualified
----
Deferred Compensation Plan, as amended from time to time.
Section 1.31 Plan Administrator - means Agribrands International, Inc.
------------------
or its delagatee.
Section 1.32 Retirement - Termination of Employment at or after age 55.
----------
Section 1.33 Rights Agreement - The Rights Agreement between
----------------
Agribrands International, Inc. and Continental Stock Transfer & Trust
Company.
Section 1.34 Shares Acquisition Date - The first date of a public
-----------------------
announcement (which, for purposes of this definition, shall include, without
limitation, a report filed pursuant to Section 13(d) under the Exchange Act)
by the Company or an Acquiring Person that an Acquiring Person has become
such; provided, that, if such Person is determined not to have become an
Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition
Date shall be deemed to have occurred.
Section 1.35 SIP - The Agribrands International, Inc. Savings
---
Investment Plan, as amended from time to time.
Section 1.36 Subsidiary - A "subsidiary corporation" of the Company as
----------
defined in Section 424(f) (or any successor provision) of the Code.
Section 1.37 Supplemental Contributions - The contributions made to
--------------------------
the Plan as described in Section 3.4 of the Plan.
Section 1.38 Termination for Cause - An Employee's termination of
---------------------
employment with an Employer because of the Employee's willful engaging in
gross misconduct; provided, however, that a Termination for Cause shall not
include termination attributable to (i) poor work performance, bad judgment
or negligence on the part of Employee, (ii) an act or omission believed by
Employee in good faith to have been in or not opposed to the best interests
of the Employer and reasonably believed by
6
<PAGE> 8
Employee to be lawful, or (iii) the good faith conduct of Employee in
connection with a Change of Control (including opposition to or support of
such Change of Control).
Section 1.39 Termination of Employment - Separation from employment
-------------------------
with the Company, any other Employer, or any other Affiliate of the Company
for reasons other than death of the Participant; provided, however, that a
transfer in employment between the Company, any other Employer or an
Affiliate of the Company shall not be deemed a Termination of Employment.
For purposes of the Plan, the sale by the Company or an Affiliate of all or
substantially all of the outstanding capital stock of an Employer or other
Affiliate shall be deemed to be a Termination of Employment of Participants
employed by such Employer or other Affiliate.
Section 1.40 Year - A calendar year, unless otherwise specified.
----
Article 2
Eligibility and Participation
-----------------------------
Section 2.1 Eligibility
-----------
Participation in the Plan is limited to (i) Directors, and (ii) a select
group of management or highly compensated employees, as defined in Section
201(2) of ERISA. An Employee shall be eligible to elect to participate in
the Plan during the period of time in which the Employee:
(a) (1) is Chairman of the Board, Director, Chief Executive
Officer, President, Chief Financial Officer, Corporate
Officer or Vice President of an Employer; or
(2) is designated by the Chief Executive Officer of Agribrands
International, Inc. as eligible to participate in the Plan;
and
(b) has elected to defer Base Salary Compensation and Bonus
Compensation as permitted under the terms of the SIP.
Section 2.2 Initial Enrollment
------------------
(a) A Director may first become a Participant upon the date he or she
has completed and submitted to the Plan Administrator or its
designee an enrollment form by which the Director elects to defer
a specified percentage of his or her Director Compensation in
accordance with Article 3.
(b) An Employee may first become an Eligible Employee upon the date he
or she has completed and submitted an enrollment form by which
the Employee elects to defer a specified percentage of Base
Salary Compensation and/or Bonus Compensation in accordance with
Article 3.
7
<PAGE> 9
Section 2.3 Annual Deferral Elections
-------------------------
Within thirty (30) days of commencement of employment or, with regard to
existing Participants, on or before December 31 of the preceding Year, an
election to defer compensation may be submitted to the Plan Administrator or
its designee on forms provided by it in order for a Participant to defer
compensation pursuant to the Plan during the Year. Each deferral election is
effective for an entire Year, and cannot be increased or decreased during
that period.
Section 2.4 Cessation of Deferrals
----------------------
An Eligible Employee who ceases to meet the eligibility requirements of
Section 2.1 may no longer defer Base Salary Compensation and/or Bonus
Compensation pursuant to the Plan effective as of the first payroll period
beginning after such cessation of eligibility. Such Employee shall continue
to be a Participant in the Plan for all other purposes until distribution of
his or her account balance.
Article 3
Eligible Employee Contributions
-------------------------------
Section 3.1 Deferrals into the Plan
-----------------------
An Eligible Employee whose deferrals into the SIP are limited during a
Year by the deferral limits imposed by ERISA and the Code may defer a portion
of his or her Base Salary Compensation and/or Bonus Compensation, in excess
of that permitted to be deferred pursuant to the SIP, on a before-tax basis
into the Plan. No after-tax deferrals are permitted under the Plan. If an
Eligible Employee's deferrals from a single payment of Base Salary
Compensation and/or Bonus Compensation must be apportioned between the SIP
and the Plan, the deferral percentage applicable to the initial deferral
under the Plan shall be equal to the deferral percentage then in effect for
the SIP. Subsequent deferrals pursuant to the Plan shall be made at the
deferral percentage elected by the Eligible Employee for that Year.
Section 3.2 Basic Matched Contributions
---------------------------
Subject to Section 3.1, each Eligible Employee may defer receipt of a
portion of his or her Base Salary Compensation and Bonus Compensation in any
amount from 1% to 6%, in 1% increments, for each payroll period in a Year
beginning with that payroll period in which the Eligible Employee exceeds the
deferral limits in the SIP. Such deferrals into the Plan shall be defined as
Basic Matched Contributions.
8
<PAGE> 10
Section 3.3 Basic Unmatched Contributions
-----------------------------
Subject to Section 3.1, each Eligible Employee who has elected the
maximum Basic Matched Contributions rate of 6% may defer receipt of a portion
of his or her Base Salary Compensation and Bonus Compensation by an
additional 1% to 6%, in 1% increments, for each payroll period in a calendar
year beginning with that payroll period in which the Eligible Employee
exceeds the deferral limits in the SIP. Such deferrals shall be defined as
Basic Unmatched Contributions.
Section 3.4 Supplemental Contributions
--------------------------
Subject to Section 3.1, each Eligible Employee who has elected the
maximum Basic Matched Contribution rate of 6% and the Basic Unmatched
Contribution of 6% may defer receipt of all or a portion of the balance of
his or her Base Salary Compensation and/or Bonus Compensation, in 1%
increments, for each payroll period of the Year. The deferral percentages
for Base Salary Compensation and Bonus Compensation need not be the same.
Section 3.5 Company Matching Contributions
------------------------------
(a) With respect to each applicable payroll period, the Company shall
contribute on behalf of each Eligible Employee an amount equal to
50% of such Eligible Employee's Basic Matched Contributions.
Such contributions shall be defined as Company Basic Matching
Contributions.
(b) With regard to each applicable payroll period, the Company may
contribute, in its discretion, such additional matching
contributions for the Year as it deems appropriate. Such
contributions shall be defined as Company Supplemental Matching
Contributions.
Article 4
Director Contributions
----------------------
Section 4.1 Basic Unmatched Contributions
-----------------------------
Each Director may defer receipt of all or a portion of his or her
Director Compensation earned during the Year, in 1% increments.
Article 5
Investments and Recordkeeping
-----------------------------
Section 5.1 Investments. The Committee will establish at least four
-----------
investment funds for the Plan which shall be substantially similar to the
investment funds established for the SIP. All contributions on behalf of a
Participant will be invested at the election of the Participant in
9
<PAGE> 11
multiples of one percent (1%) in the investment funds authorized by the
Committee. A Participant's investment election will be made on the same form
as his annual deferral election submitted pursuant to Section 2.3. A
Participant may not change his investment election during the Year.
Section 5.2 Participants' Accounts
----------------------
The Company shall establish a book reserve account for each Participant.
With respect to each payroll period, as appropriate, the Company shall credit
to a Participant's account his or her deferrals. Each Participant's account
balance shall be credited daily with earnings or losses attributable to the
investment funds specified by the Participant in his annual deferral election
submitted pursuant to Section 2.3. A Participant's account will include any
amounts transferred to the Plan from the Ralston Purina Company Deferred
Compensation Plan for Key Employees and the Ralston Purina Company Executive
Savings Investment Plan.
Section 5.3 Statement of Benefits. Each Participant shall be
---------------------
furnished a statement setting forth the value of his or her account at least
annually.
Article 6
Vesting of Contributions
------------------------
Section 6.1 Vesting of Deferral Contributions
---------------------------------
Each Participant shall be vested at all times in amounts attributable to
his or her Basic Matched Contributions, Basic Unmatched Contributions,
Supplemental Contributions, any amounts transferred to the Plan from the
Ralston Purina Company Deferred Compensation Plan for Key Employees and the
Ralston Purina Company Executive Savings Investment Plan, and any earnings
thereon.
Section 6.2 Vesting of Company Matching Contributions
-----------------------------------------
A Participant shall be vested in the following manner in Company
Matching Contributions made to such Participant's account pursuant to Section
3.5:
(a) 100% vested in the case of a Participant employed by an Employer
on or before April 15, 1998;
(b) At the rate of 20% for each whole year of employment with the
Company commencing after the Participant's first year of
employment, as recognized under the terms of the SIP; or
(c) 100% vested in the event of the occurrence of any one of the
following:
(1) attainment of age 65
10
<PAGE> 12
(2) Retirement
(3) Disability
(4) Death
(5) Termination of the Plan.
(6) Change in Control.
Article 7
Distributions
-------------
Section 7.1 Time of Distribution
--------------------
(a) Subject to paragraph (b) below, the vested portion of a
participant's account will become payable upon Termination of
Employment or death.
(b) Each year an Eligible Employee may elect to have the
Supplemental Contributions which are attributable to Bonus
Compensation payable on the earlier of (1) January 31 of the Year
following the Year in which such Bonus Compensation was earned, or
(2) Termination of Employment or death. Such election will be made
by the Eligible Employee in his annual deferral election under
Section 2.3.
(c) Notwithstanding the foregoing, in the event the Company is in
default of its funding obligations under any rabbi trust
agreement established with respect to the Plan, and it fails to
cure such default in a timely manner as provided under such trust
agreement, the Plan Administrator or its designee shall, as soon
as practicable, pay to each Participant or Beneficiary all
amounts credited to the account of each Participant or
Beneficiary, except to the extent such individual elects, before
the date such payments are made, to continue to defer receipt of
such payment.
Section 7.2 Commencement of Distributions to Participant
--------------------------------------------
Subject to Section 7.1(b), amounts due to a Participant, including any
earnings thereon, shall be paid no later than January 31 of the Year
following the Year of such Participant's Retirement or other Termination of
Employment. Notwithstanding the foregoing, distributions to Participants who
have incurred a Disability shall be made on the 60th day following the
11
<PAGE> 13
determination of such Disability. No distribution to a Participant will be
accelerated as a result of termination of the Plan.
Section 7.3 Distribution Upon Death
-----------------------
In the event of the Participant's death, all amounts due to be
distributed shall be paid to the Beneficiary designated by the Participant in
a writing submitted to the Plan Administrator or its designee; but if none is
designated, then benefits shall be paid to the Participant's revocable living
trust, and if none, to the Participant's testamentary trust, and if none, to
the Participant's estate or as provided by law. Changes in designation may
be made by filing a written request with the Plan Administrator or its
designee. Distribution in full shall be paid on the 60th day following the
Participant's death. The Plan Administrator or its designee reserves the
right to review and approve Beneficiary designations.
Section 7.4 Amount to be Distributed
------------------------
At the appropriate time of distribution described in Section 7.1, 7.2 or
7.3, the Company shall distribute the value of a Participant's account as of
the date of distribution. Earnings, if any, on the Participant's account
balance shall be credited to the Participant's account as of the date
preceding the date of distribution of the principal account balance.
Section 7.5 Form of Distribution
--------------------
All distributions shall be made in a single lump sum cash payment.
Section 7.6 Withdrawals and Loans
---------------------
(a) Loans are not permitted under the Plan.
(b) Subject to Section 7.1(b), no inservice withdrawals are permitted
except that the Plan Administrator or its designee, in its sole
and absolute discretion, may permit withdrawals by a Participant
of any amount from such Participant's account if the Plan
Administrator or its designee determines, in its discretion, that
such funds are needed due to serious and immediate financial
hardship from an unforeseeable emergency. Serious and immediate
financial hardship to the Participant must result from a sudden
and unexpected illness or accident of the Participant or a
dependent, loss of property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising from events
beyond the control of the Participant. A distribution based upon
such financial hardship cannot exceed the amount necessary to
meet such immediate financial need, including federal, state and
local taxes on the distribution. In addition, the Plan
Administrator or its designee may impose suspension of a
Participant's deferrals into the Plan or other penalties as a
condition of such withdrawals.
12
<PAGE> 14
Article 8
Forfeitures
-----------
Section 8.1 Time of Forfeiture
------------------
(a) In the event of a Participant's Termination of Employment prior to
the attainment of age 55, the unvested, if any, portion of
Company Matching Contributions allocated to such Participant's
account, and any earnings thereon, shall be forfeited as of the
date of such Termination of Employment.
(b) Company Matching Contributions will be forfeited in the event a
Participant is Terminated for Cause.
Section 8.2 Disposition of Forfeitures
--------------------------
All forfeitures arising out of the application of the provisions of
Section 8.1 shall be used to reduce Company Matching Contributions otherwise
payable to Participants' accounts under the Plan.
Article 9
Amendment and Administration of the Plan
----------------------------------------
Section 9.1 Power to Amend
--------------
The power to amend, modify or terminate this Plan at any time is
reserved to the Committee; provided that, no amendment, modification or
termination may apply to or affect the terms of any deferral of compensation
deferred prior to the effective date of such amendment, modification or
termination, without the consent of the Participant or Beneficiary affected
thereby.
Section 9.2 Administration of the Plan
--------------------------
The Plan Administrator or its designee shall administer the Plan and, in
connection therewith, shall have full power to designate types of
compensation which may be deferred; to construe and interpret the Plan; to
establish rules and regulations; to delegate responsibilities to others to
assist it in administering the Plan or performing any responsibilities
hereunder; and to perform all other acts it believes reasonable and proper in
connection with the administration of the Plan.
Section 9.3 Claim Procedure
---------------
Each Participant or Beneficiary who believes his claim for benefits has
been wholly or partially denied shall have the right to request the Plan
Administrator or its designee to review
13
<PAGE> 15
such denial. A request for review shall be filed by the Participant or
Beneficiary or duly authorized representative on or before the sixtieth
(60th) day following the Participant or Beneficiary's receipt of notice of
denial of his claim. The Participant or Beneficiary shall have the right to
review pertinent documents and submit issues and comments in writing in
connection with the request for review. The Plan Administrator or its
designee shall issue a written statement on or before the sixtieth (60th) day
following its receipt of such request stating the Plan Administrator or its
designee's decision on review and the reasons therefor, including specific
references to pertinent Plan provisions on which the decision is based, and
any other information required by applicable law. If special circumstances
require additional time for processing such review, the Plan Administrator or
its designee may extend the period for an additional sixty (60) days provided
that the Participant or Beneficiary is notified of such circumstances. If
the decision is not issued within the prescribed period, the appeal shall be
deemed denied. No Participant or Beneficiary shall have recourse to courts
of law until the administrative review process set forth herein has been
completed.
Article 10
Miscellaneous
-------------
Section 10.1 Company's Obligations Unfunded
------------------------------
All benefits due a Participant or Beneficiary under the Plan are
unfunded and unsecured and are payable out of the general funds of the
Company. The Company, in its sole and absolute discretion, may establish a
grantor trust for the payment of benefits and obligations hereunder, the
assets of which shall be at all times subject to the claims of creditors of
the Company as provided for in such trust, provided that such trust does not
alter the characterization of the Plan as an unfunded plan for purposes of
ERISA. Such trust shall make distributions in accordance with the terms of
the Plan.
Section 10.2 No Right to Continued Employment
--------------------------------
Neither the establishment of the Plan nor the payment of any benefits
thereunder nor any action of the Company, its affiliates, the Plan
Administrator, the Board, the Committee or their designees shall be held or
construed to confer upon any person any legal right to be continued in the
employ of an Employer or any affiliate of an Employer.
Section 10.3 Transferability of Benefits
---------------------------
The right to receive payment of benefits under this Plan shall not be
transferred, assigned or pledged except by beneficiary designation, will or
pursuant to the laws of descent and distribution.
Section 10.4 Address of Participant or Beneficiary
-------------------------------------
A Participant shall keep the Plan Administrator or its designee apprised
of the Participant's current address and that of any Beneficiary at all times
during participation in the Plan. At the
14
<PAGE> 16
death of a Participant, a Beneficiary who is entitled to receive payment of
benefits under the Plan shall keep the Plan Administrator or its designee
apprised of such Beneficiary's current address until the entire amount to be
distributed has been paid.
Section 10.5 Taxes
-----
Any taxes required to be withheld under applicable federal, state, local
or foreign tax laws or regulations may be withheld from any payment due
hereunder.
Section 10.6 Missouri Law to Govern
----------------------
All questions pertaining to the interpretation, construction,
administration, validity and effect of the provisions of the Plan shall be
determined in accordance with the laws of the State of Missouri.
Section 10.7 Headings
--------
Headings of Articles and Sections of the Plan are inserted for
convenience of reference. They constitute no part of the Plan.
AGRIBRANDS INTERNATIONAL, INC.
By: /s/ David R. Wenzel
---------------------------
4/1/98
15
<PAGE> 1
Exhibit 5(a)
------------
<PAGE> 2
[Lewis, Rice & Fingersh, L.C. letterhead]
April 1, 1998
Agribrands International, Inc.
9811 South Forty Drive
St. Louis, Missouri 63124
Re: Registration Statement on Form S-8 for $2,500,000 of
Deferred Compensation Obligations under the Agribrands
International, Inc. Non-Qualified Deferred Compensation Plan
Gentlemen:
You have requested our opinion in connection with the registration of
$2,500,000 of deferred compensation obligations (the "Obligations") which
may be owed to a select group of management or other highly compensated
employees of Agribrands International, Inc. (the "Company") or its
subsidiaries pursuant to the terms and provisions of the Agribrands
International, Inc. Non-Qualified Deferred Compensation Plan (the "Plan").
As counsel to the Company, we have participated in the preparation of
its Registration Statement on Form S-8 under the Securities Act of 1933, as
amended (the "Registration Statement"), with respect to the Obligations. We
have examined and are familiar with the Company's Articles of Incorporation,
Bylaws, records of corporate proceedings, the Plan and such other documents
and records as we have considered appropriate.
Based upon the foregoing, we are of the opinion that the Obligations
will, if issued and delivered in accordance with the terms and provisions of
the Plan, be valid and binding obligations of the Company enforceable in
accordance with the terms of the Plan. Our opinion is qualified to the
extent that enforcement of the Obligations may be subject to applicable
federal or state bankruptcy, insolvency, reorganization, arrangement,
moratorium, fraudulent conveyance, or other laws or court decisions relating
or affecting the rights of creditors generally and may be limited by
equitable principles of general applicability, including, without limitation,
concepts of materiality, reasonableness, good faith and fair dealing,
equitable subordination, and the possible unavailability of specific
performance or injunctive relief (regardless of whether considered in a
proceeding in equity or at law or whether codified by statutes).
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
LEWIS, RICE & FINGERSH, L.C.
/s/ LEWIS, RICE & FINGERSH, L.C
<PAGE> 1
Exhibit 23(b)
------------
<PAGE> 2
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report, dated January 23, 1998 for the year
ended August 31, 1997 which appears on page F-2 of Amendment No. 3 to
Agribrands International, Inc.'s General Form for Registration of Securities
on Form 10.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
St. Louis, Missouri
April 3, 1998
