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): December 1, 2000
AGRIBRANDS INTERNATIONAL, INC.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Missouri
--------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
1-13479
--------------------------------------------------------------------------------
(Commission File Number)
43-1794250
--------------------------------------------------------------------------------
(I.R.S. Employer Identification No.)
9811 South Forty Drive, St. Louis, Missouri 63124
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (314) 812-0500
<PAGE>
Item 5. Other Events.
On December 1, 2000, Agribrands International, Inc. entered into
a definitive merger agreement with Cargill Inc., under which Cargill would
acquire Agribrands in a cash merger at a price of $54.50 per share. Agribrands
elected to terminate its prior merger agreement with Ralcorp Holdings, Inc. in
accordance with its terms.
The transaction is expected to close in April 2001, and is subject to
various conditions, including approval by the shareholders of Agribrands,
receipt of a ruling from the Internal Revenue Service that the merger will not
impact the tax-free treatment of Agribrands' 1998 spin-off from Ralston Purina,
regulatory approvals and other customary conditions. Cargill may waive the
requirement for the tax ruling. Under the agreement, Agribrands is permitted to
solicit other bids for 30 days.
A copy of a press release announcing the merger and a copy of the
merger agreement are filed as exhibits to this report.
Item 7. Exhibits.
Exhibit No. Description of Exhibit
----------- ----------------------
2.1 Agreement and Plan of Merger, dated as of December 1, 2000,
between Agribrands International, Inc., Cargill, Incorporated
and Abacus Acquisition Corp.
99.1 Press Release dated December 4, 2000, announcing the execution
of the Agreement and Plan of Merger.
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: December 4, 2000 By: /s/ David R. Wenzel
---------------------------
David R. Wenzel
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ----------------------
2.1 Agreement and Plan of Merger, dated as of December 1, 2000,
between Agribrands International, Inc., Cargill, Incorporated
and Abacus Acquisition Corp.
99.1 Press Release dated December 4, 2000, announcing the execution
of the Agreement and Plan of Merger.
