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: June 8, 1995
RALSTON PURINA COMPANY
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(Exact name of Registrant as specified in its charter)
MISSOURI 1-4582
No. 43-0470580
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(State or Other (Commission
(IRS Employer
Jurisdiction of File
Number) Identification
Incorporation)
Number)
CHECKERBOARD SQUARE, ST. LOUIS, MISSOURI
63164
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(Address of Principal Executive
Offices (Zip Code)
Registrant's telephone number, including area code:
(314) 982-1000
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PAGE 2
Item 5. Other Events
As previously disclosed, the Company has entered into an
agreement for the sale of its wholly owned subsidiary,
Continental Baking Company, to Interstate Bakeries
Corporation and Interstate Brands Corporation. Such sale is
subject to Interstate shareholder approval and regulatory
clearance and is currently being reviewed by federal anititrust
authorities. If approval is obtained and any issues raised by
such review are successfully resolved, the transaction is
expected to close in July of 1995, however, there can be no
assurance that such approval and resolution will be
obtained. The following pages present Unaudited Pro Forma
Consolidated Financial Information reflecting, as described
therein, the sale of Continental Baking Company, the spin-off
of Ralcorp Holdings, Inc., and the exchange of all outstanding
shares of the Company's Ralston-Continental Baking Group
Common Stock for shares of its Ralston-Ralston Purina Group
Common Stock.
PAGE 3
RALSTON PURINA COMPANY
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The historical consolidated financial statements of Ralston Purina
Company (Company) include the results of operations and financial
position of Continental Baking Company (CBC) for all periods presented
and Ralcorp Holdings, Inc. (Ralcorp) through March 31, 1994. On March
31, 1994, the Company distributed the outstanding shares of capital
stock of Ralcorp to its shareholders. On May 15, 1995, the Company
exchanged all outstanding shares of its Ralston-Continental Baking Group
Common Stock ("CBG Stock") for shares of its Ralston-Ralston Purina
Group Common Stock ("RAL Stock"), which remains its sole outstanding
class of common stock.
The pro forma consolidated statement of earnings for the six months
ended March 31, 1995 and for the year ended September 30, 1994 are
prepared assuming that the sale of CBC, spin-off of Ralcorp and CBG
Stock exchange had occurred as of October 1, 1993. The pro forma
consolidated statement of earnings for the year ended September 30, 1994
reflects no gain or loss as a result of the assumed sale of CBC. The
Company is unable to reasonably determine such gain or loss due to
variables such as the market value of Interstate Bakeries Corporation
(IBC) common stock, the net assets of CBC and other contingencies at
sale date, which cannot be presently determined. In addition, the sale
of CBC is subject to IBC shareholder approval, regulatory review and
the resolution of any issues raised by such review may also have an
effect on the determination of such gain or loss and the pro forma
results of operation and financial position of the Company. The Company
currently estimates that the sale of CBC will result in an impact
ranging from a gain of $5 million, after taxes, to a loss of $25
million, after taxes. The pro forma consolidated balance sheet as of
March 31, 1995 is prepared assuming that the sale had occurred as of
that date. Assumptions as to the value of net assets of CBC at sale
date are subject to change at the actual time of sale.
Pro forma financial statements have been prepared by adjusting the
historical statements for the effect of revenues, expenses, assets and
liabilities and the recapitalization which might have occurred had the
sale, spin-off and exchange of stock 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 sale occurred on the dates indicated.
PAGE 4
<TABLE>
Ralston Purina Company
Pro Forma Consolidated Statement of Earnings
(Dollars in millions except per share data)
Six Months Ended March 31, 1995
<CAPTION>
CBC
As Pro Forma
Reported Adjustments Pro Forma
---------- ------------ ---------
<S> <C> <C> <C>
Net Sales
$3,743.9 ($949.3)(a) $2,794.6
---------- ------------ ---------
Costs and Expenses
Cost of products sold 2,105.3 (489.2)(a) $1,616.1
Selling, general and
administrative 915.6 (438.3)(a) $477.3
Advertising and promotion 319.2 (27.3)(a) $291.9
Interest 95.7 (5.4)(b) $90.3
Provision for
restructuring 35.0 $35.0
Other (income)/expense,
net 2.1 0.8 (c) $2.9
---------- ------------ ---------
3472.9 (959.4) 2,513.5
---------- ------------ ---------
Earnings before Income Taxes
and Extraordinary Item
271.0 10.1 281.1
Income Taxes 118.5 4.3 (d) 122.8
---------- ----------- ---------
PAGE 5
Earnings before
Extraordinary Item $152.5 $5.8 $158.3
========== ============ ==========
Earnings per Share:
RAL Stock
Primary $1.52 $1.47(e)
Fully Diluted $1.43 $1.39(e)
Average Shares Outstanding
Used for Earnings per Share
Computation
Primary 100.0 101.9(e)
Fully Diluted 110.5 111.3(e)
CBG Stock
Primary ($0.42)(e)
Fully Diluted ($0.42)(e)
Average Shares Outstanding
Primary 20.6 (e)
Fully Diluted 24.5 (e)
</TABLE>
[FN]
(a) To eliminate results of operations for CBC.
(b) To reflect reduction of interest expense at an average
rate of 6.75% assuming
debt repayment of $160 by the Company from a portion of
the sale
proceeds.
(c) To eliminate other expense for CBC of $.4 and to
reflect the Company's 46% share of IBC pro forma loss for
the six months ended March 31, 1995 of $.4.
(d) To reflect the applicable federal and state statutory
tax rates for
the above pro forma adjustments.
(e) As of May 15, 1995, all outstanding shares of CBG Stock were
exchanged for 1.8 million shares of RAL Stock. Pro forma earnings
per share and average shares outstanding for RAL Stock are
presented as if the exchange of stock had occurred on
October 1, 1993.
PAGE 6
<TABLE>
Ralston Purina Company
Pro Forma Consolidated Statement of Earnings
(Dollars in millions except per share data)
Year Ended September 30, 1994
<CAPTION>
CBC Ralcorp Pro Forma
As Pro Forma Pro Forma
Reported Adjustments Adjustments
-------- ------------ ---------- ----------
<S> <C> <C> <C> <C>
Net Sales $7,705.3 ($1,948.6)(a) ($521.9)(e) $5,234.8
-------- ------------ ---------- ----------
Costs and Expenses
Cost of products
sold 4,282.5 (987.2)(a) (265.7)(e) 3,029.6
Selling, general
and administrative 1,861.3 (868.7)(a) (71.6)(e) 921.0
Advertising and
promotion 799.9 (77.1)(a) (116.8)(e) 606.0
Interest 220.4 (10.8)(b) (7.4)(f) 202.2
Provision for
restructuring 99.9 (16.0)(a) 83.9
Other (income)
/expense, net 19.6 (1.1)(c) (0.2)(e) 18.3
---------- ---------- ---------- ---------
7283.6 (1,960.9) (461.7) 4,861.0
---------- ----------- ---------- ---------
Earnings before
Income Taxes
and Extraordinary
Item 421.7 12.3 (60.2) 373.8
Income Taxes 203.3 5.5(d) (22.7)(d) 186.1
---------- ------------ ---------- ---------
Earnings before
Extraordinary Item $218.4 $6.8 ($37.5) $187.7
========== ============ ========== ========
PAGE 7
Earnings per Share:
RAL Stock
Primary $2.12 $1.66(g)
Fully Diluted $2.05 $1.62(g)
Average Shares
Outstanding Used for
Earnings per Share
Computation
Primary 100.5 102.4(g)
112.0(g)
Fully Diluted 110.9
CBG Stock
Primary ($0.74)(g)
Fully Diluted ($0.74)(g)
Average Shares
Outstanding
Primary 20.5 (g)
Fully Diluted 24.9 (g)
</TABLE>
[FN]
(a) To eliminate results of operations for CBC.
(b) To reflect reduction of interest expense at an average
rate of 6.75%
assuming debt repayment of $160 by the Company from a portion of
the sale proceeds.
(c) To eliminate CBC of $2.3 and to reflect the Company's 46% share
of IBC pro forma loss for the year ended September 30, 1994 of $1.2.
(d) To reflect the applicable federal and state statutory
tax rates for
the above pro forma adjustments.
(e) To eliminate results of operations for Ralcorp.
(f) To reflect reduction of interest expense at an average
rate of 3.9%
assuming debt repayment of $370 the Company from the
proceeds of debt
issued in connection with the spin-off.
(g) As of May 15, 1995 all outstanding shares of CBG Stock were
exchanged for 1.8
million shares of
PAGE 8
RAL Stock. Pro forma earnings per share and average shares
outstanding for RAL Stock are presented as if the exchange of
stock had occurred on October 1, 1993.
<TABLE>
Ralston Purina Company
Pro Forma Consolidated Balance Sheet
(Dollars in millions)
March 31, 1995
<CAPTION>
CBC
As Pro Forma
Reported Adjustments (a)Pro Forma
---------- ------------ ----------
<S> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $80.1 $80.1
Receivables, less allowance
for doubtful accounts 804.9 ($100.8) 704.1
Inventories 748.9 (57.1) 691.8
Other current assets 187.4 (27.7) 159.7
---------- ------------ ----------
Total Current Assets 1,821.3 (185.6) 1,635.7
---------- ------------ ----------
Investments and Other Assets 856.1 249.5(b) 1,105.6
---------- ------------ ----------
Property at Cost 3,628.3 (1,096.3) 2,532.0
Accumulated depreciation 1,720.8 (508.6) 1,212.2
---------- ------------ ----------
Net Property 1,907.5 (587.7) 1,319.8
---------- ------------ ----------
Total $4,584.9 ($523.8) $4,061.1
========== ============ ==========
LIABILITIES AND SHAREHOLDERS EQUITY
Current Liabilities
Current maturities of
long-term debt $225.6 ($0.1) $225.5
Notes payable 468.1 (160.0)(c) 308.1
PAGE 9
Accounts payable and
accrued liabilities 1,012.3 (121.9)(d) 890.4
---------- ------------ ----------
Total Current Liabilities 1,706.0 (282.0) 1,424.0
---------- ------------ ----------
Long-Term Debt 1,535.0 (1.2)(c) 1,533.8
Deferred Income Taxes 67.0 7.8 74.8
Other Liabilities 617.8 (173.6) 444.2
Redeemable Preferred Stock 463.4 (60.0)(e) 403.4
Unearned ESOP Compensation (234.0) (234.0)
Shareholders Equity 429.7 (14.8) 414.9
---------- ------------ ----------
Total $4,584.9 ($523.8) $4,061.1
========== ============ ==========
</TABLE>
[FN]
(a) To eliminate assets and liabilities of CBC.
(b) To record the Company's 46% interest in IBC of $245.4
(assuming a stock price of IBC common stock of $14.50 per
share) and gain on pension plan curtailment, offset by
elimination of CBC assets.
(c) To reflect repayment of $160 debt by the Company from a
portion of the
proceeds from sale. Upon the sale, certain employees of CBC may
elect to
receive either a cash or RAL Stock payout under the terms of
the Ralston
Purina Company Savings Investment Plan. For purposes of
this pro forma
statement, it is assumed all employees will elect a cash
payout,
totaling approximately $60, thereby reducing total proceeds
available for
debt repayment. The actual proceeds available for debt
repayment may be
larger.
(d) To eliminate liabilities of CBC and record liabilities arising
from the sale.
(e) To reflect redemption of Redeemable Preferred Stock
allocated to CBC participants.
PAGE 10
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 hereunto duly
authorized.
RALSTON PURINA COMPANY
By: JAMES R. ELSESSER
---------------------------
James R. Elsesser
Vice President and
Chief Financial
Officer
Dated: June 8, 1995
