SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
Amendment No. 1 to
FORM 8-K
(Amending Form 8-K filed on August 8, 2000)
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
AGRIBRANDS INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in Charter)
Missouri
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(State or Other Jurisdiction of Incorporation)
1-13479
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(Commission File Number)
43-1794250
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(I.R.S. Employer Identification No.)
9811 South Forty Drive, St. Louis, Missouri 63124
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (314) 812-0500
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Item 5. Other Events.
On August 7, 2000, Agribrands International, Inc. ("Agribrands") and
Ralcorp Holdings, Inc. ("Ralcorp") entered into an Agreement and Plan of
Reorganization (the "Agreement and Plan of Reorganization"). Under the terms of
the Reorganization Agreement, Agribrands and Ralcorp agreed to form a holding
company (the "Holding Company") and each agreed to merge with separate wholly
owned subsidiaries of Holding Company (the "Reorganization").
The Reorganization is subject to various conditions set forth in the
Reorganization Agreement, including, but not limited to, the adoption of the
Reorganization Agreement by the shareholders of Agribrands and Ralcorp, certain
regulatory approval and other customary conditions. It is anticipated that the
Reorganization will close in the first quarter of 2001.
Attached and incorporated herein by reference in their entirety as
Exhibits 2.1 and 99.1, respectively, are copies of the Agreement and Plan of
Reorganization and a joint press release of Agribrands and Ralcorp announcing
the execution of the Agreement and Plan of Reorganization.
Item 7. Exhibits.
Exhibit No. Description of Exhibit
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2.1 Agreement and Plan of Reorganization, dated as of August 7,
2000, between Agribrands International, Inc. and Ralcorp
Holdings, Inc. *
99.1 Joint Press Release dated August 7, 2000, announcing the
execution of the Agreement and Plan of Reorganization *
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* Previously filed.
SIGNATURE
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 hereunto duly authorized.
Agribrands International, Inc.
(Registrant)
Date: August 8, 2000 By: /s/ David R. Wenzel
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David R. Wenzel
Chief Financial Officer
