UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
RALSTON PURINA COMPANY
(Name of Issuer)
Ralston-Continental Baking Group Common Stock ("CBG Stock") and
$1.00 par Series A ESOP Convertible Preferred Stock ("ESOP
Stock") convertible into 2.001 shares of Ralston-Ralston Purina
Group Common Stock ("RPG Stock") and .4 shares of CBG Stock.
ESOP Stock is not stock of the type described in Section 13(d)(i)
of the Securities Exchange Act of 1934. On July 30, 1993, the
Issuer's shareholders approved amendments to its Articles of
Incorporation authorizing issuance of CBG Stock and redesignating
the Issuer's existing $.10 par value Common Stock as RPG Stock.
Immediately thereafter, the Issuer's Board of Directors declared
a distribution of one share of CBG Stock for every five shares of
RPG Stock held.
(Title of Class of Securities)
751 262 106 (CBG Stock)
(CUSIP Number)
Check the following box if a fee is being paid with this
statement: \x\. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act.
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1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Ralston Purina Employee Benefit Asset Investment Committee ("EBAIC").
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
Not applicable.
3 SEC USE ONLY:
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
The EBAIC is an unincorporated committee consisting of
employees of the Issuer with fiduciary responsibility for the
management and control of investments of the Issuer's Savings
Investment Plan (the "Plan"), a 401K Plan with an ESOP feature.
The individuals comprising the EBAIC also serve, in a separate
and independent capacity, as trustees of the Master Collective
Trust (the "Master Trust") for the Ralston Purina Retirement Plan
for Sales, Administrative and Clerical Employees; the Purina
Retirement Plan for Production Employees and the Employees
Pension Plan of Continental Baking Company and Subsidiaries,
qualified defined benefit plans which holds shares of RPG Stock
and CBG Stock as plan assets. The S.E.C. has advised that,
because of the identity of membership of the EBAIC and the
trustees of the Master Trust, shares of such stocks held in the
Master Trust should be aggregated with other shares reported as
beneficially owned by the EBAIC.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER: 340,173 shares of CBG Stock held in the Master Trust.
6. SHARED VOTING POWER: 0
7. SOLE DISPOSITIVE POWER: The members of the EBAIC, in their
capacity as trustees of the Master Trust, have authority to
dispose of the 340,173 shares of RPG Stock held in the Master
Trust, subject to their fiduciary responsibilities.
8. SHARED DISPOSITIVE POWER: 356,599 shares of CBG Stock
allocated to participant accounts under the Plan and 4,600,000
allocated and unallocated shares of ESOP Stock. The EBAIC has
authority to delete the CBG Stock Fund as an investment fund of
the Plan and to direct the Trustee of the Ralston Purina Savings
Investment Trust to convert ESOP Stock into shares of RPG Stock
and CBG Stock.
Dividends with respect to shares of CBG Stock and ESOP Stock
allocated to participant accounts are paid into such accounts or,
in the case of ESOP Stock, may be paid directly to participants.
Dividends with respect to unallocated shares of ESOP Stock are,
by the terms of the Plan, paid into the Ralston Purina Savings
Investment Trust (the "SIP Trust") and used to pay principal and
interest on notes issued by the Trust. By the terms of the Plan
the shares of stock allocated to participant accounts may only be
distributed to participants upon retirement or other termination
of employment or, in certain limited circumstances, hardship
withdrawals. Shares of ESOP Stock may only be held by the
Trustee of the SIP Trust and so must be converted into shares of
RPG Stock and CBG Stock prior to such distribution to
participants. Participants have a limited right of
diversification with respect to accounts in the CBG Stock Fund
(but not the ESOP Preferred Stock Fund) and upon any participant
election to transfer accounts from the CBG Stock Fund, shares of
CBG Stock may be sold and the proceeds thereof transferred to
other investment funds of the Plan. Unallocated shares of ESOP
Stock are subject to a security interest securing the notes
issued by the SIP Trust and upon payments on such notes, shares
of such stock are released from such security interest and
allocated to participant accounts.
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
696,772 shares of CBG Stock and 4,600,000 shares of ESOP Stock
convertible into 1,840,000 shares of CBG Stock. Reporting Person
disclaims beneficial ownership of all such shares pursuant to Rule 13d-4.
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*:
Not applicable.
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
11.4% of outstanding CBG Stock and CBG Stock convertible from ESOP Stock.
(in the aggregate).
12. TYPE OF REPORTING PERSON:
EP
SCHEDULE 13G
Item 1.
(a) Name of Issuer: Ralston Purina Company
(b) Address of Issuer's Principal Executive Offices:
Checkerboard Square, St. Louis, MO 63164
Item 2.
(a) Name of Person Filing: EBAIC
(b) Address of Principal Business Office or, if none, Residence:
Checkerboard Square, St. Louis, MO 63164
(c) Citizenship: See responses to Item 4 on Cover Sheets
(d) Title of Class of Securities: CBG Stock and ESOP Stock
convertible into RPG Stock and CBG Stock.
(e) CUSIP Number: 751 262 106 (CBG Stock).
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) Broker or Dealer registered under Section 15 of the Act: No
(b) Bank as defined in section 3(a)(6) of the Act: No
(c) Insurance Company as defined in section 3(a)(19) of the Act: No
(d) Investment Company registered under section 8 of the Investment Company
Act: No.
(e) Investment Adviser registered under section 203 of the Investment Advisers
Act of 1940: No
(f) Employee Benefit Plan, Pension Fund which is subject to the provisions
of the Employee Retirement Income Security Act of 1974 or Endowment
Fund; see Section 240. 13d-1(b)(1)(ii)(F): Yes
(g) Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G)
(Note: See Item 7): No
(h) Group, in accordance with Section 240. 13d-1(b)(l)(ii)(H): No
Item 4. Ownership
If the percent of the class owned, as of December 31 of the
year covered by the statement, or as of the last day of any month
described in Rule 13d-1(b)(2), if applicable, exceeds five
percent, provide the following information as of that date and
identify those shares which there is a right to acquire.
(a) Amount Beneficially Owned: See Response to Item 9 on Cover Sheet
(b) Percent of Class: See Response to Item 11 on Cover Sheet
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: See
response to Item 5 on Cover sheet.
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition
of: See response to Item 7 on Cover Sheet
(iv) shared power to dispose or to direct the disposition
of: See response to Item 8 on Cover Sheet
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following: Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
If any other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities, a statement to that
effect should be included in response to this item and, if such
interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of
1940 or the beneficiaries of employee benefit plan, pension fund
or endowment fund is not required.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent
Holding Company
If a parent holding company has filed this schedule,
pursuant to Rule 13d-1(b)(ii)(G), so indicate under item 3(g) and
attach an exhibit stating the identity and the Item 3
classification of the relevant subsidiary. If a parent holding
company has filed this schedule pursuant to Rule 13d-1(c), attach
an exhibit stating the identification of the relevant subsidiary.
Not applicable.
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to Rule 13d-
1(b)(ii)(H), so indicate under Item 3(h) and attach an exhibit
stating the identity and Item 3 classification of each member of
the group. If a group has filed this schedule pursuant to Rule
13d-1(c), attach an exhibit stating the identity of each member
of the group.
Not applicable.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be
filed, if required, by members of the group, in their individual
capacity. See Item 5.
Not applicable.
Item 10. Certification
The following certification shall be included if the statement is
filed pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 2, 1994
Signature:
_________________________________
C. S. Sommer, Chairman, Ralston Purina
Employee Benefit Asset Investment Committee
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