SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Pursuant to Section 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: March 31, 1994
(Date of earliest event reported)
RALSTON PURINA COMPANY
- - - -----------------------------------------------------------
(Exact name of registrant as specified in its
charter)
MISSOURI 1-4582 43-0470580
- - - ------------------------------------------------------------
(State or Other (Commission (IRS Employer
(Jurisdiction of File Number) Identification
Incorporation)
Number)
CHECKERBOARD SQUARE, ST. LOUIS MISSOURI 63164
----------------------------------------------------------
(Address of principal executive offices) (Zip
Code)
(314) 982-1000
- - - ------------------------------------------------------------
(Registrant's telephone number, including area code)
INFORMATION TO BE INCLUDED IN THE REPORT
- - - ------------------------------------------------------------
- - - ------------The Registrant hereby amends its Form 8-K filed
March 31, 1994, as amended April 14, 1994, by amending the
Pro Forma financial information included in Item 7 as
follows:
Item 7. Financial Statements and Exhibits
---------------------------------------------
(b) Pro Forma financial information
RALSTON PURINA COMPANY
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The historical consolidated financial statements of Ralston
include the results of operations and financial position of
the businesses constituting Ralcorp. The pro forma
consolidated statement of earnings for the three months
ended December 31, 1993 and for the year ended September 30,
1993 are prepared assuming that the Distribution had
occurred as of October 1, 1992. The pro forma consolidated
balance sheet as of December 31, 1993 is prepared assuming
that the Distribution had occurred as of that date. Pro
forma financial statements have been prepared by adjusting
the historical statements for the effect of costs, expenses,
assets and liabilities and the recapitalization which might
have occurred had the Distribution been effected as of the
dates indicated. These pro forma financial statements may
not necessarily reflect the consolidated results of
operations or financial position that would have existed had
the Distribution occurred on the dates indicated.
<TABLE>
Pro Forma Consolidated Statement of Earnings
(Dollars in millions)
Three Months Ended December 31, 1993
<CAPTION>
As Pro Forma
Reported Adjustmen Pro
ts Forma
<S> <C> <C> <C>
Net Sales $ $ (a $1,936.
2,199.3 (263.2) ) 1
Costs and Expenses
Cost of products sold 1,173.6 (132.8) (a 1,040.8
)
Selling, general and
administrative 468.5 (34.1) (a 434.4
)
Advertising and promotion 268.6 (68.2) (a 200.4
)
Interest 56.3 (3.6) (b 52.7
)
Other (income)/expense, 7.6 (.1) (a 7.5
net )
1,974.6 (238.8) 1,735.8
Earnings before Income 224.7 (24.4) 200.3
Taxes
Income Taxes 91.0 (9.2) (c 81.8
)
Net Earnings $ 133.7 $ (15.2) $
118.5
</TABLE>
(a) To eliminate results of operations for Ralcorp.
(b)To reflect reduction of interest expense at an average
rate of 3.9% due to debt repayment of $370 by Ralston
from the proceeds of debt issued in connection with the
spin-off.
(c)To reflect the applicable federal and state statutory
tax rates for the above pro forma adjustments.
<TABLE>
RALSTON PURINA COMPANY
Pro Forma Consolidated Statement of Earnings
(Dollars in millions)
Year Ended September 30, 1993
<CAPTION>
As Pro Forma
Reported Adjustmen Pro
ts Forma
<S> <C> <C> <C>
Net Sales $ $ (888.8) (a $7,013.
7,902.2 ) 4
Costs and Expenses
Cost of products sold 4,322.0 (466.1) (a 3,855.9
)
Selling, general and
administrative 1,879.8 (125.9) (a 1,753.9
)
Advertising and promotion 875.5 (208.5) (a 667.0
)
Interest 238.1 (15.2) (b 222.9
)
Other (income)/expense, 6.4 (.6) (a 5.8
net )
7,321.8 (816.3) 6,505.5
Earnings before Income
Taxes,
Extraordinary Item and
Cumulative
Effect of Accounting 580.4 (72.5) 507.9
Changes
Income Taxes 239.1 (27.3) (c 211.8
)
Earnings before
Extraordinary Item and
Cumulative Effect of
Accounting Changes $ 341.3 $ (45.2) $ 296.1
</TABLE>
(a)To eliminate results of operations for Ralcorp.
(b)To reflect reduction of interest expense at an average
rate of 4.1% due to debt repayment of $370 by Ralston
from the proceeds of debt issued in connection with the
spin-off.
(c)To reflect the applicable federal and state statutory
tax rates for the above pro forma adjustments.
<TABLE>
RALSTON PURINA COMPANY
Pro Forma Consolidated Balance Sheet
December 31, 1993
<CAPTION>
As Pro Forma
(Dollars in millions, Reported Adjustmen(a Pro
except per share data) ts ) Forma
<S> <C> <C> <C>
ASSETS
Current Assets
Cash $ 19.6 $ (4.2) $ 15.4
Marketable securities 57.8 57.8
Receivables, less
allowance for doubtful
accounts 921.6 (55.8) 865.8
Inventories 782.3 (91.2) 691.1
Other current assets 178.7 (10.6) 168.1
Total Current Assets 1,960.0 (161.8) 1,798.2
Investments and Other 941.4 (55.7) 885.7
Assets
Property at Cost 3,992.4 (646.4) 3,346.0
Accumulated depreciation 1,652.8 (187.8) 1,465.0
Net Property 2,339.6 (458.6) 1,881.0
Total $ $ (676.1) $
5,241.0 4,564.9
LIABILITIES AND
SHAREHOLDERS EQUITY
Current Liabilities
Current maturities of long-
term debt $ 148.5 $ (.2) $ 148.3
Notes payable 490.5 (377.3) (b 113.2
)
Accounts payable and
accrued liabilities 1,142.3 (88.5) 1,053.8
Total Current Liabilities 1,781.3 (466.0) 1,315.3
Long-Term Debt 1,973.6 (30.3) (b 1,943.3
)
Deferred Income Taxes 153.8 (25.8) 128.0
Other Liabilities 591.2 (24.0) 567.2
Redeemable Preferred Stock 509.8 509.8
Unearned ESOP Compensation (297.7) (297.7)
Shareholders Equity 529.0 (130.0) 399.0
Total $ $ (676.1) $4,564.
5,241.0 9
</TABLE>
(a)To eliminate assets and liabilities of Ralcorp.
(b)To reflect repayment of debt by Ralston following the
Distribution and to eliminate debt assumed by Ralcorp.
RALSTON PURINA GROUP
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
The historical combined financial statements of the RPG
Group include the results of operations and financial
position of the businesses constituting Ralcorp. The pro
forma combined statement of earnings for the three months
ended December 31, 1993 and for the year ended September 30,
1993 are prepared assuming that the Distribution had
occurred as of October 1, 1992. The pro forma combined
balance sheet as of December 31, 1993 is prepared assuming
that the Distribution had occurred as of that date. Pro
forma financial statements have been prepared by adjusting
the historical statements for the effect of costs, expenses,
assets and liabilities and the recapitalization which might
have occurred had the Distribution been effected as of the
dates indicated. These pro forma financial statements may
not necessarily reflect the consolidated results of
operations or financial position that would have existed had
the Distribution occurred on the dates indicated.
<TABLE>
Pro Forma Combined Statement of Earnings
(Dollars in millions except per share data)
Three Months Ended December 31, 1993
<CAPTION>
As Pro Forma
Reported Adjustmen Pro
ts Forma
<S> <C> <C> <C>
Net Sales $ $ (263.8) (a $1,460.
1,724.3 ) 5
Costs and Expenses
Cost of products sold 944.1 (133.4) (a 810.7
)
Selling, general and
administrative 252.8 (34.1) (a 218.7
)
Advertising and promotion 246.4 (68.2) (a 178.2
)
Interest 49.7 (3.6) (b 46.1
)
Other (income)/expense, 6.9 (.1) (a 6.8
net )
1,499.9 (239.4) 1,260.5
Earnings Related to
Retained Interest
in the CBG Group (.1) (.1)
Earnings before Income 224.3 (24.4) 199.9
Taxes
Income Taxes 90.9 (9.2) (c 81.7
)
Net Earnings $ 133.4 $ (15.2) $ 118.2
Earnings per Share:
Primary $ 1.27 $ 1.12
Fully Diluted $ 1.18 $ 1.05
</TABLE>
(a)To eliminate results of operations for Ralcorp.
(b) To reflect reduction of interest expense at an
average rate of 3.9% due to debt repayment of $370 by
Ralston from the proceeds of debt issued in connection
with the spin-off.
(c)To reflect the applicable federal and state statutory
tax rates of the above pro forma adjustments.
<TABLE>
RALSTON PURINA GROUP
Pro Forma Combined Statement of Earnings
(Dollars in millions except per share data)
Year Ended September 30, 1993
<CAPTION>
As Pro Forma
Reported Adjustmen Pro
ts Forma
<S> <C> <C> <C>
Net Sales $ $ (891.1) (a $5,024.
5,915.4 ) 3
Costs and Expenses
Cost of products sold 3,353.0 (468.4) (a 2,884.6
)
Selling, general and
administrative 1,023.3 (125.9) (a 897.4
)
Advertising and promotion 791.9 (208.5) (a 583.4
)
Interest 210.7 (15.2) (b 195.5
)
Other (income)/expense, 8.3 (.6) (a 7.7
net )
5,387.2 (818.6) 4,568.6
Earnings Related to
Retained Interest
in the CBG Group (26.7) (26.7)
Earnings before Income
Taxes, Extraordinary
Item and Cumulative
Effect of Accounting
Changes 501.5 (72.5) 429.0
Income Taxes 217.9 (27.3) (c 190.6
)
Earnings before
Extraordinary Item and
Cumulative Effect of
Accounting Changes $ 283.6 $ (45.2) $ 238.4
Earnings per Share before
Extraordinary
Item and Cumulative
Effect of Accounting
Changes:
Primary $ 2.56 $ 2.12
Fully Diluted $ 2.44 $ 2.04
</TABLE>
(a) To eliminate results of operations for Ralcorp.
(b) To reflect reduction of interest expense at an average
rate of 4.1% due to debt repayment of $370 by Ralston
from the proceeds of debt issued in connection with the
spin-off.
(c) To reflect the applicable federal and state statutory
tax rates of the above pro forma adjustments.
<TABLE>
RALSTON PURINA GROUP
Pro Forma Combined Balance Sheet
December 31, 1993
<CAPTION>
As Pro Forma
(Dollars in millions, Reported Adjustmen(a Pro
except per share data) ts ) Forma
<S> <C> <C> <C>
ASSETS
Current Assets
Cash $ 19.6 $ (4.2) $ 15.4
Marketable securities 54.9 54.9
Receivables, less
allowance for doubtful
accounts 828.9 (55.8) 773.1
Inventories 720.1 (91.2) 628.9
Other current assets 150.0 (10.6) 139.4
Total Current 1,773.5 (161.8) 1,611.7
Assets
Retained Interest in the
CBG Group 25.2 25.2
Investments and Other 901.5 (55.7) 845.8
Assets
Property at Cost 2,968.5 (646.4) 2,322.1
Accumulated depreciation 1,215.2 (187.8) 1,027.4
Net Property 1,753.3 (458.6) 1,294.7
Total $ $ (676.1) $3,777.
4,453.5 4
LIABILITIES AND
SHAREHOLDERS EQUITY
Current Liabilities
Current maturities of
long-term debt $ 120.9 (.2) $ 120.7
Notes payable 475.0 (377.3) (b 97.7
)
Accounts payable and
accrued liabilities 949.8 (88.5) 861.3
Total Current
Liabilities 1,545.7 (466.0) 1,079.7
Long-Term Debt 1,636.1 (30.3) (b 1,605.8
)
Deferred Income Taxes 143.5 (25.8) 117.7
Other Liabilities 389.3 (24.0) 365.3
Redeemable Preferred Stock 463.9 463.9
Unearned ESOP Compensation (223.3) (223.3)
RPG Group Equity 498.3 (130.0) 368.3
Total $ $ (676.1) $3,777.
4,453.5 4
</TABLE>
(a) To eliminate assets and liabilities of Ralcorp.
(b) To reflect repayment of debt by Ralston following the
Distribution and to eliminate debt assumed by Ralcorp.
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 duly authorized.
RALSTON PURINA COMPANY
(Registrant)
By: JAMES R. ELSESSER
--------------------------
- - - ---------
James R. Elsesser
Vice President and
Chief
Financial Officer
Date: October 21, 1994
