<PAGE> 1
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE 12, 1995)
$175,000,000
RALSTON PURINA COMPANY
7 3/4% DEBENTURES DUE OCTOBER 1, 2015
____________
Interest Payable April 1 and October 1
____________
INTEREST ON THE DEBENTURES IS PAYABLE SEMI-ANNUALLY IN ARREARS ON
APRIL 1 AND OCTOBER 1 OF EACH YEAR, COMMENCING APRIL 1, 1996. THE
DEBENTURES WILL MATURE ON OCTOBER 1, 2015. THE DEBENTURES MAY NOT
BE REDEEMED PRIOR TO MATURITY BY THE COMPANY AND ARE NOT SUBJECT
TO ANY SINKING FUND.
____________
The Debentures will be represented by a Global Security (the
"Global Security") registered in the name of the nominee of The
Depository Trust Company, which will act as Depositary. Interests
in the Global Security will be evidenced only by, and transfers
thereof will be effected only through, records maintained by the
Depositary and its participants. See "Certain Terms of the
Debentures--Book-Entry System". Except as described in the
Prospectus, Debentures in definitive form will not be issued.
Settlement for the Debentures will be made in immediately
available funds. The Debentures will trade in the Depositary's
Same-Day Funds Settlement System and secondary market trading
activity for the Debentures will therefore settle in immediately
available funds. See "Certain Terms of the Debentures--Same-Day
Settlement and Payment".
____________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
____________
PRICE 99.918% AND ACCRUED INTEREST
____________
<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS<F2> COMPANY<F1><F3>
--------- --------------- ---------------
<S> <C> <C> <C>
Per Debenture 99.918% .875% 99.043%
Total $174,856,500 $1,531,250 $173,325,250
<FN>
- ------
<F1> Plus accrued interest from October 1, 1995.
<F2> The Company has agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities
Act of 1933.
<F3> Before deducting expenses payable by the Company estimated at
$135,000.
</TABLE>
____________
The Debentures are offered, subject to prior sale, when, as and
if accepted by the Underwriters and subject to approval of
certain legal matters by Simpson Thacher & Bartlett, counsel for
the Underwriters. It is expected that delivery of the Debentures
will be made on or about October 2, 1995 through the book-entry
facilities of the Depositary against payment therefor in
immediately available funds.
____________
MORGAN STANLEY & CO.
Incorporated
DILLON, READ & CO. INC.
A.G. EDWARDS & SONS, INC.
September 27, 1995
<PAGE> 2
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OF THE UNDERWRITERS.
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT
CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE DESCRIBED IN
THIS PROSPECTUS SUPPLEMENT OR AN OFFER TO SELL, OR A SOLICITATION OF
AN OFFER TO BUY, TO ANY PERSON IN ANY JURISDICTION WHERE SUCH AN
OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER
OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
<TABLE>
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<CAPTION>
PAGE
----
<S> <C>
Use of Proceeds..................................................................................... S-3
Ratio of Earnings to Fixed Charges.................................................................. S-3
Certain Terms of the Debentures..................................................................... S-4
Underwriting........................................................................................ S-5
Legal Opinions...................................................................................... S-5
PROSPECTUS
Available Information............................................................................... 2
Incorporation of Certain Documents by Reference..................................................... 2
Ralston Purina Company.............................................................................. 3
Use of Proceeds..................................................................................... 3
Ratio of Earnings to Fixed Charges.................................................................. 3
Description of Debt Securities...................................................................... 3
Description of Warrants............................................................................. 9
Plan of Distribution................................................................................ 10
Legal Opinions...................................................................................... 11
Experts............................................................................................. 11
</TABLE>
-------------
IN CONNECTION WITH THE OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF
THE DEBENTURES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED,
MAY BE DISCONTINUED AT ANY TIME.
S-2
<PAGE> 3
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the
Debentures will be added to the general funds of the Company and may
be used for possible repayment of debt, future acquisitions, capital
expenditures, repurchase of the Company's stock, or other general
corporate purposes.
<TABLE>
RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN MILLIONS)
<CAPTION>
NINE MONTHS
ENDED
JUNE 30, YEAR ENDED SEPTEMBER 30,
----------- --------------------------------------------------------
1995<Fa> 1994<Fb> 1993 1992<Fc> 1991<Fd> 1990
-------- -------- ---- -------- -------- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges<Fe><Ff>.. 2.9 2.4 2.8 2.7 3.2 3.3
=== === === === === ===
<FN>
-----
<Fa> Excluding provisions for restructuring of the Company's battery
operations in the nine months ended June 30, 1995, earnings
before income taxes and fixed charges were $593.4 and the ratio
of earnings to fixed charges was 3.1.
<Fb> Excluding provisions for restructuring of the Company's battery
and bakery operations in the year ended September 30, 1994,
earnings before income taxes, extraordinary item and fixed
charges were $766.1 and the ratio of earnings to fixed charges
was 2.7.
<Fc> Excluding provisions for restructuring of the Company's battery,
agricultural and bakery operations and gains on the sale of
international battery products property in the year ended
September 30, 1992, earnings before income taxes, extraordinary
item and fixed charges were $845.9 and the ratio of earnings to
fixed charges was 2.8.
<Fd> Excluding provisions for restructuring of the Company's battery,
bakery and grocery products operations, and certain environmental
costs, in the year ended September 30, 1991, earnings before
income taxes and fixed charges were $924.7 and the ratio of
earnings to fixed charges was 3.4.
<Fe> Effective July 22, 1995, the Company sold its wholly-owned
subsidiary Continental Baking Company (CBC) to Interstate. The
earnings and fixed charges of CBC are included in the above
ratios.
<Ff> For the purpose of this ratio, "Earnings" consists of earnings
before income taxes, extraordinary items (which have occurred in
fiscal years 1992, 1993, 1994), cumulative effect of accounting
changes (1993) and "fixed charges". "Fixed charges" consist of
preferred stock dividends, interest and amortization of debt
discount and expense on all indebtedness and a portion of net
rental expense representative of the interest factor.
</TABLE>
S-3
<PAGE> 4
CERTAIN TERMS OF THE DEBENTURES
The following description of the particular terms of the Debentures
offered hereby (referred to in the Prospectus as "Debt Securities")
supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions of Debt Securities
set forth in the Prospectus, to which description reference is hereby
made.
GENERAL
The Debentures will be unsecured general obligations of the
Company, will be limited to $175,000,000 aggregate principal amount
and will mature on October 1, 2015. The Debentures will bear interest
at the rate per annum shown on the cover of this Prospectus
Supplement from October 1, 1995 or from the most recent date to which
interest has been paid or provided for, payable semiannually on April
1 and October 1 of each year, commencing April 1, 1996 to the person
in whose name the Debenture is registered at the close of business on
March 15 or September 15, as the case may be, next preceding such
interest payment date. The Debentures may not be redeemed at the
option of the Company prior to maturity and do not provide for any
sinking fund. The Company will be discharged from certain obligations
in respect of the Debentures and may omit to comply with certain
provisions of the Indenture if the conditions specified in
"Description of Debt Securities-Defeasance" in the Prospectus are
satisfied.
BOOK-ENTRY SYSTEM
The Debentures will be issued in the form of a registered Global
Security which will be deposited with, or on behalf of, The
Depository Trust Company, New York, New York and registered in the
name of the Depositary's nominee. Except as provided in the
Prospectus, owners of beneficial interests in the Global Security
will not be entitled to have Debentures registered in their names,
will not receive or be entitled to receive physical delivery of
Debentures in definitive form and will not be considered the owners
or holders thereof for any purpose under the Indenture.
The Depositary has advised the Company that it is a limited-purpose
trust company which was created to hold securities for its
participating organizations (the "Participants") and to facilitate
the clearance and settlement of securities transactions between
Participants in such securities through electronic book-entry changes
in accounts of its Participants. Participants include securities
brokers and dealers (including the Underwriters), banks and trust
companies, clearing corporations and certain other organizations.
Access to the Depositary's system is also available to others such as
banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a Participant, either directly
or indirectly ("indirect participants"). Persons who are not
Participants may beneficially own securities held by the Depositary
only through Participants or indirect participants.
Principal and interest payments on the Debentures registered in the
name of the Depositary's nominee will be made by the Trustee to the
Depositary's nominee as the registered owner of the Global Security.
Under the terms of the Indenture, the Company and the Trustee will
treat the persons in whose names the Debentures are registered as the
owners of such Debentures for the purpose of receiving payment of
principal and interest on the Debentures and for all other purposes
whatsoever. Therefore, neither the Company, the Trustee nor any
Paying Agent has any direct responsibility or liability for the
payment of principal or interest on the Debentures to owners of
beneficial interests in the Global Security. The Depositary has
advised the Company and the Trustee that its present practice is,
upon receipt of any payment of principal or interest, to immediately
credit the accounts of the Participants with such payment in amounts
proportionate to their respective holdings in principal amount of
beneficial interests in the Global Security as shown on the records
of the Depositary.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Debentures will be made by the Underwriters in
immediately available funds. All payments of principal and interest
will be made by the Company in immediately available funds.
Secondary trading in long-term notes and debentures of corporate
issuers is generally settled in clearing-house or next-day funds. In
contrast, the Debentures will trade in the Depositary's Same-Day
Funds Settlement System until maturity, and secondary market trading
in the Debentures will therefore be required by the Depositary to
settle in immediately available funds. No assurance can be given as
to the effect, if any, of settlement in immediately available funds
on trading activity in the Debentures.
S-4
<PAGE> 5
UNDERWRITING
<TABLE>
Subject to the terms and conditions set forth in the Terms
Agreement dated September 27, 1995 (which incorporates by reference
the terms of the Underwriting Agreement General Terms and
Provisions), the Company has agreed to sell to each of the
Underwriters named below, and each of the Underwriters has severally
agreed to purchase from the Company, the principal amount of the
Debentures set forth opposite its name below:
<CAPTION>
PRINCIPAL
AMOUNT
UNDERWRITERS OF DEBENTURES
------------ -------------
<S> <C>
Morgan Stanley & Co. Incorporated .................................................... $ 58,333,334
Dillon, Read & Co. Inc. .............................................................. 58,333,333
A.G. Edwards & Sons, Inc. ............................................................ 58,333,333
------------
Total............................................................................. $175,000,000
============
</TABLE>
Under the terms and conditions of the Terms Agreement, the
Underwriters are obligated to take and pay for all of the Debentures
if any are taken.
The Company has been advised that the Underwriters propose
initially to offer the Debentures to the public at the offering price
set forth on the cover page of this Prospectus Supplement and to
certain dealers at such price less a concession not in excess of .50%
of the principal amount. The Underwriters may allow, and such dealers
may reallow, a concession not in excess of .25% of the principal
amount to certain other dealers. After the initial public offering,
the public offering price and other selling terms may be varied by
the Underwriters.
The Company does not intend to list the Debentures on any
securities exchange or on the Nasdaq National Market. The Company has
been advised by each of the Underwriters that it presently intends to
make a market in the Debentures; however, the Underwriters are not
obligated to do so, and market making with respect to the Debentures
may be discontinued at any time without notice. There can be no
assurance that an active public market for the Debentures will
develop.
The Company has agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act
of 1933, as amended, or to contribute to payments the Underwriters
may be required to make in respect of such liabilities.
Certain of the Underwriters have provided from time to time, and
expect to provide in the future, financial advisory and investment
banking services to the Company and its affiliates, for which such
Underwriters have received and will receive customary fees and
commissions.
LEGAL OPINIONS
The legality of the Debentures will be passed upon for the
Underwriters by Simpson Thacher & Bartlett (a partnership which
includes professional corporations), 425 Lexington Avenue, New York,
New York 10017, which may rely on Mr. James M. Neville, General
Counsel to the Company, as to matters of Missouri law.
S-5
<PAGE> 6
$400,000,000
RALSTON PURINA COMPANY
DEBT SECURITIES AND WARRANTS TO PURCHASE DEBT SECURITIES
-----------------
Ralston Purina Company (the "Company") may offer from time to time
in one or more series, either jointly or separately, for proceeds of
up to $400,000,000 (or the equivalent in one or more foreign
currencies or composite currencies including European Currency Units
("ECU")) debt securities (the "Debt Securities") or warrants to
purchase Debt Securities (the "Warrants"). The Debt Securities and
Warrants may be offered directly, or through agents designated from
time to time, or through broker-dealers or underwriters also to be
designated. The Debt Securities and Warrants (collectively, the
"Offered Securities") may be offered separately or as units with
other securities, in separate series, in amounts, at prices, and on
terms, to be determined at the time of sale and to be set forth in a
supplement to this Prospectus (a "Prospectus Supplement").
The designation, the specific aggregate principal amount,
denominations, offering price, maturity, interest rate (which may be
fixed or variable) and time of payment of interest, if any, the coin
or currency in which principal, premium, if any, and interest, if
any, will be payable, conversion, redemption and sinking fund
provisions, if any, of the Debt Securities, the duration, offering
price, if any, exercise price and detachability of any Warrants, the
name of each agent, broker-dealer, underwriter or other purchaser, if
any, in connection with the sale of the Offered Securities and any
listing on a securities exchange are set forth in the accompanying
Prospectus Supplement.
If an agent of the Company or a broker-dealer, underwriter or other
purchaser is involved in the sale of the Offered Securities in
respect of which this Prospectus is being delivered, the agent's
commission or broker-dealer's or underwriter's discount will be set
forth in, or may be calculated from, the Prospectus Supplement. The
net proceeds to the Company will be the purchase price less
applicable commission in the case of a sale through an agent, the
purchase price in the case of a broker-dealer or other purchaser or
the public offering price less discount in the case of an underwriter
less, in each case, other issuance expenses. See "Plan of
Distribution" for possible indemnification arrangements for agents,
broker-dealers, underwriters and other purchasers.
-----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------
The date of the Prospectus is June 12, 1995.
<PAGE> 7
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and
in accordance therewith files reports, proxy statements and other
informational documents with the Securities and Exchange Commission
(the "Commission"). Such documents can be inspected and copied at the
public reference facilities maintained by the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and
at the following regional offices of the Commission: Seven World
Trade Center, 13th Floor, New York, New York 10048 and Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such materials can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Such documents can also
be inspected at the offices of The New York Stock Exchange, Inc., 20
Broad Street, New York, N.Y. 10005, the Chicago Stock Exchange, 440
South LaSalle Street, Chicago, Illinois 60605, and The Pacific Stock
Exchange, Incorporated, 301 Pine Street, San Francisco, California
94104.
This Prospectus constitutes a part of a Registration Statement
filed by the Company with the Commission under the Securities Act of
1933, as amended (the "Securities Act"), relating to the securities
offered hereby. This Prospectus omits certain of the information
contained in the Registration Statement, and reference is hereby made
to the Registration Statement and to the exhibits relating thereto
for further information with respect to the Company and the
securities offered hereby. Any statements contained herein concerning
the provisions of any document are not necessarily complete, and in
each instance reference is made to the copy of such document filed as
an exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, heretofore filed with the Commission by
the Company under the Exchange Act, are incorporated herein by
reference:
(i) Annual Report on Form 10-K for the fiscal year ended
September 30, 1994;
(ii) Quarterly Reports on Form 10-Q for the fiscal quarters ended
December 31, 1994, and March 31, 1995, and
(iii) Current Reports on Form 8-K dated April 21, 1995 and June
8, 1995 and Current Report on Form 8-K-A dated March 31,
1994 and filed October 21, 1994.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering of the
Offered Securities shall be deemed to be incorporated in this
Prospectus by reference and to be a part hereof from the date of
filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a
copy of this Prospectus is delivered, upon written or oral request of
such person, a copy of any documents incorporated herein by reference
(other than exhibits to such documents unless such exhibits are
specifically incorporated by reference in such documents). Such a
request may be directed in writing to the Investor Relations
Department, Ralston Purina Company, Checkerboard Square, St. Louis,
Missouri 63164 or by telephone to (314) 982-2374.
2
<PAGE> 8
RALSTON PURINA COMPANY
The Company, incorporated in Missouri in 1894, is the world's
largest producer of dry dog and dry and soft-moist cat foods as well
as the world's largest manufacturer of dry cell battery products. The
Company is also a major producer of dietary soy protein, fiber food
ingredients and polymer products. The Company is also presently the
largest wholesale baker of fresh delivered bread and sweet baked
goods in the United States. On April 12, 1995, the Company entered
into a Purchase and Sale Agreement with Interstate Bakeries
Corporation and Interstate Brands Corporation (collectively
"Interstate") pursuant to which the Company has agreed to sell all of
the capital stock of Continental Baking Company, its wholly owned
subsidiary engaged in the wholesale baking business. The transaction
is subject to approval by Interstate's shareholders and regulatory
clearance and is currently being reviewed by federal antitrust
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 Company maintains its
principal executive offices at Checkerboard Square, St. Louis,
Missouri 63164, Tel. (314) 982-1000.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the
Offered Securities and Warrants will be added to the general funds of
the Company and may be used for possible repayment of debt, future
acquisitions, capital expenditures, repurchase of the Company's
stock, and such other purposes as may be specified in the Prospectus
Supplement.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
The following table sets forth the ratio of earnings to fixed
charges for the Company for the periods indicated (dollars in
millions):
<CAPTION>
SIX MONTHS YEAR ENDED SEPTEMBER 30,
ENDED --------------------------------------------------------
MARCH 31, 1995<Fa> 1994<Fb> 1993 1992<Fc> 1991<Fd> 1990
------------------ -------- ---- -------- ------- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges<Fe><Ff>. 3.1 2.4 2.8 2.7 3.2 3.3
<FN>
-----
<Fa> Excluding provisions for restructuring of the Company's battery
operations in the six months ended March 31, 1995, earnings
before income taxes and fixed charges were $412.6 and the ratio
of earnings to fixed charges was 3.3.
<Fb> Excluding provisions for restructuring of the Company's battery
and bakery operations in the year ended September 30, 1994,
earnings before income taxes, extraordinary item and fixed
charges were $766.1 and the ratio of earnings to fixed charges
was 2.7.
<Fc> Excluding provisions for restructuring of the Company's battery,
agricultural and bakery operations and gains on the sale of
international battery products property in the year ended
September 30, 1992, earnings before income taxes, extraordinary
item and fixed charges were $845.9 and the ratio of earnings to
fixed charges was 2.8.
<Fd> Excluding provisions for restructuring of the Company's battery,
bakery and grocery products operations, and certain environmental
costs, in the year ended September 30, 1991, earnings before
income taxes and fixed charges were $924.7 and the ratio of
earnings to fixed charges was 3.4.
<Fe> On April 12, 1995, the Company and Interstate jointly announced
the signing of a definitive sales agreement for Interstate to
acquire Continental Baking Company (CBC), a wholly-owned
subsidiary of the Company. The earnings and fixed charges of CBC
are included in the above ratios.
<Ff> For the purpose of this ratio, "Earnings" consists of earnings
before income taxes, extraordinary items (which have occurred in
fiscal years 1992, 1993, 1994), cumulative effect of accounting
changes (1993) and "fixed charges". "Fixed charges" consist of
preferred stock dividends, interest and amortization of debt
discount and expense on all indebtedness and a portion of net
rental expense representative of the interest factor.
</TABLE>
DESCRIPTION OF DEBT SECURITIES
The following description of the Debt Securities sets forth certain
general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt
Securities offered by any
3
<PAGE> 9
Prospectus Supplement and the extent, if any, to which such general
provisions do not apply to such Debt Securities will be described in
the Prospectus Supplement relating to such Debt Securities.
The Debt Securities will be issued in one or more series under an
Indenture, dated as of May 26, 1995, between the Company and The
First National Bank of Chicago as Trustee (the "Indenture"). A copy
of the Indenture has been included as an exhibit to the Registration
Statement of which this Prospectus is a part. The following summaries
of certain provisions of the Indenture do not purport to be complete
and are subject to, and are qualified in their entirety by reference
to, all the provisions of the Indenture, including the definition
therein of certain terms. Whenever particular Sections, Articles or
defined terms of the Indenture are referred to, it is intended that
such Sections, Articles or defined terms shall be incorporated herein
by reference.
GENERAL
The Indenture does not limit the amount of Debt Securities which
can be issued thereunder and provides that Debt Securities of any
series may be issued thereunder up to the aggregate principal amount
which may be authorized from time to time by the Company. The
Indenture does not limit the amount of other indebtedness or
securities which may be issued by the Company. All Debt Securities
will be unsecured and will rank pari passu with all other unsecured
and unsubordinated indebtedness of the Company, unless they are
specifically designated as subordinated.
Reference is made to the Prospectus Supplement for the following
terms to the extent they are applicable to the Debt Securities
offered thereby: (i) designation, aggregate principal amount and
denomination; (ii) the purchase price of such offered Debt Securities
(expressed as a percentage of the principal amount thereof); (iii)
date or dates of maturity; (iv) currency or currencies for which Debt
Securities may be purchased and currency or currencies in which
principal of and any interest may be payable; (v) if the currency for
which Debt Securities may be purchased or in which principal of and
any interest may be payable is at the purchaser's election, the
manner in which such an election may be made; (vi) interest rate or
rates (and the method by which such rate or rates will be determined)
and date or dates on which interest will begin to accrue; (vii) the
times at which interest will be payable and regular record dates for
interest payment dates; (viii) the period or periods, if any, within
which, and the price or prices at which, such Offered Securities may
be redeemed at the option of the Company or otherwise; (ix) any
mandatory or optional sinking fund or analogous provisions; (x)
federal income tax consequences; (xi) whether such offered Debt
Securities are to be issued in whole or in part in the form of one or
more global Debt Securities ("Global Securities") and, if so, the
identity of the depositary, if any, for such Global Security or
Securities; (xii) whether the provisions of the Indenture relating to
the defeasance of Debt Securities shall apply to the Offered
Securities; and (xiii) any other specific terms of the Securities.
REGISTRATION, PAYMENT AND DENOMINATIONS
Unless otherwise indicated in the Prospectus Supplement relating
thereto, the Debt Securities will be issued only in fully registered
form without coupons. Principal and interest will be payable, and the
Debt Securities will be transferable, at the office or offices or
agency or agencies maintained by the Company for such purposes,
provided that payment of interest on any Debt Securities may be made
at the option of the Company by check mailed to the registered
holders. Interest will be payable on any interest payment date to the
persons in whose name the Debt Securities are registered at the close
of business on the record date with respect to such interest payment
date. Unless otherwise specified in the Prospectus Supplement and
except as provided in the Indenture, if the interest payment date is
the first day of a calendar month, the record date will be the
fifteenth day of the next preceding calendar month or, if such
interest payment date is the fifteenth day of a calendar month, the
record date will be the first day of such calendar month, whether or
not such record date is a Business Day.
The Debt Securities offered hereby will be issued in denominations
of $1,000 or any whole multiple of $1,000 or the equivalent thereof
in a foreign denominated or composite currency or in ECUs, unless
otherwise specified in the Prospectus Supplement (Section 2.7). No
service charge will be made for any transfer or exchange of the Debt
Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection
therewith (Section 2.8).
Debt Securities may also be issued under the Indenture upon the
exercise of Warrants issued by the Company. See "Description of
Warrants".
4
<PAGE> 10
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part
in the form of one or more Global Securities that will be deposited
with, or on behalf of, a depositary (the "Depositary") identified in
the Prospectus Supplement relating to such series. Each Global
Security shall be registered in the name of the Depositary for such
Global Security or its nominee (Section 2.14). Unless and until it is
exchanged in whole or in part for the individual Debt Securities
represented thereby, a Global Security may not be transferred except
as a whole by the Depositary for such Global Security to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary
or another nominee of such Depositary or by such Depositary or any
such nominee to a successor Depositary for such series or a nominee
of such successor Depositary (Section 2.14).
The specific terms of the depositary arrangement with respect to
any Global Securities will be described in the Prospectus Supplement
relating to such series. The Company anticipates that the following
provisions will apply to all depositary arrangements.
Upon the issuance of a Global Security, the Depositary or its
nominee will credit the accounts of persons holding Debt Securities
through it with the respective principal amounts of the Debt
Securities represented by such Global Security. Such accounts shall
be designated by the underwriters with respect to Debt Securities
placed by underwriters for the Company. Ownership of beneficial
interests in a Global Security will be limited to persons that have
accounts with the Depositary ("participants") or persons that may
hold interests through participants. Ownership of beneficial
interests by participants in a Global Security will be shown on and
the transfer of that ownership interest will be effected only
through, records maintained by the Depositary, its nominee (with
respect to interests of participants) for such Global Security and on
the records of participants (with respect to interests of persons
other than participants). The laws of some jurisdictions require that
certain purchasers of securities take physical delivery of such
securities in definitive form. Such limits and such laws may impair
the ability to transfer beneficial interest in a Global Security.
So long as the Depositary for a Global Security, or its nominee, is
the registered owner of such Global Security, such Depositary or such
nominee, as the case may be, will be considered the sole owner or
holder of the Debt Securities represented by such Global Security for
the purposes of receiving payment on the Debt Security receiving
notices and for all other purposes under the Indenture governing such
Debt Securities. Except as provided above, owners of beneficial
interests in a Global Security will not be entitled to have Debt
Securities of the series represented by such Global Security
registered in their names and will not receive or be entitled to
receive physical delivery of Debt Securities of such series in
definitive form and will not be considered the owners or holders
thereof under the Indenture governing such Debt Securities.
Any payment of principal, premium or interest on Debt Securities
registered in the name of a Depositary or its nominee represented by
any such Global Security will be made to the Depositary or its
nominee, as the case may be, as the sole registered owner of the
Global Security representing such Debt Securities. None of the
Company, the Trustee, any agent of the Company or the Trustee or any
underwriter will have any responsibility or liability for any aspect
of the Depositary's records relating to or payments made on account
of beneficial ownership interests in a Global Security representing
any Debt Securities or for maintaining, supervising or reviewing any
of the Depositary's records relating to such beneficial ownership
interests.
The Company expects that the Depositary for a series of Debt
Securities or its nominee, upon receipt of any payment of principal,
premium or interest, will credit immediately participants' accounts
with payments in amounts proportionate to their respective beneficial
interests in the principal amount of such Global Security as shown on
the records of such Depositary or its nominee. The Company also
expects that payments by participants to owners of beneficial
interests in a Global Security held through such participants will be
governed by standing instructions and customary practices as is now
the case with securities held for customer accounts registered in
"street name", and will be the sole responsibility of such
participants.
A Global Security may not be transferred except as a whole by the
Depositary to a nominee of the Depositary, except as otherwise
provided in the Indenture. A Global Security representing Debt
Securities is exchangeable only if (x) the Depositary notifies the
Company that it is unwilling or unable to continue as Depositary for
such Global Security or if at any time the Depositary ceases to be a
clearing agency registered under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") and the Company fails to appoint a
successor Depositary within 90 days or (y) the Company in its sole
discretion determines that such Global Security shall be exchangeable
or (z) there shall have occurred and be continuing an Event of
Default or an event which with the giving of notice or lapse of time
or both
5
<PAGE> 11
would constitute an Event of Default with respect to the Debt
Securities represented by such Global Security. Any Global Security
that is exchangeable pursuant to the preceding sentence shall be
exchangeable for certificates in definitive form representing Debt
Securities issuable in such denominations and in such names as the
Depositary holding such Global Security shall direct. Subject to the
foregoing, the Global Security is not exchangeable, except for a
Global Security of like denomination to be registered in the name of
the Depositary or its nominee.
CERTAIN COVENANTS
Limitations on Liens. The Company covenants that it will not have,
nor will it permit any Domestic Subsidiary (defined as a Subsidiary
the majority of the operating assets of which are located within, and
the principal business of which is carried on in, the United States
of America, other than a subsidiary engaged primarily in the business
of purchasing accounts receivable, making loans and advances against
accounts receivable and chattels and related types of financing or
engaged primarily in the business of owning, developing or leasing
real property (Section 1.1)) to have, any lien on its properties or
assets or upon any income or profits therefrom without equally and
ratably securing the Debt Securities. This restriction does not apply
to certain permitted liens, including (a) liens on property existing
at the time of acquisition thereof and certain purchase money
mortgages; (b) liens on property of any corporation existing at the
time such corporation becomes a Domestic Subsidiary; (c) liens
existing as of the date of the Indenture; (d) liens which secure debt
owing to the Company or a Domestic Subsidiary by a Domestic
Subsidiary; (e) liens arising from assignments of moneys due under
contracts with the United States; (f) liens on property created in
contemplation of the sale or disposition of such property provided
that after 120 days from the creation of such lien such property
shall not be owned by the Company or any Domestic Subsidiary and any
indebtedness secured by such mortgage shall be without recourse to
the Company or any Domestic Subsidiary; (g) liens arising from
judgments being appealed and from certain pledges and deposits; and
(h) any extension, renewal or replacement of any lien referred to in
the foregoing clauses (a) through (g), inclusive (Section 3.6).
Limitations on Sale and Lease-back Transactions. The Company
covenants that it will not enter, nor will it permit any Domestic
Subsidiary to enter, into any sale and lease-back transactions
involving any Principal Property (as defined), other than a sale by a
Domestic Subsidiary to the Company and other than transactions for
temporary periods not exceeding five years by the end of which period
it is intended that the use of the leased property by the lessee will
be discontinued, unless the Company, within 120 days after the
transfer of title to such Principal Property, applies to the
redemption of Debt Securities at the then applicable optional
redemption price or the redemption of other pari passu indebtedness
maturing more than 12 months after its creation an amount equal to
the net proceeds received by the Company or such Domestic Subsidiary
upon such sale (Section 3.7). Under the Indenture, a Principal
Property is defined as a battery, protein or pet food manufacturing
plant owned by the Company or a Subsidiary as of May 26, 1995, (and
any future additions or improvements thereto) and located within the
United States of America(Section 1.1).
Exempted Transactions. Notwithstanding the foregoing provisions,
the Company or any Domestic Subsidiary may create liens on its
property or assets without equally and ratably securing the Debt
Securities or enter into sale and lease-back transactions involving a
Principal Property without redeeming Debt Securities or other
indebtedness if, after giving effect thereto, the aggregate amount of
indebtedness of the Company and its Domestic Subsidiaries secured by
liens otherwise prohibited plus the aggregate amount of Attributable
Debt (defined as the present value, computed by discounting at the
rate of interest per annum borne by the offered Debt Securities, of
the obligation of a lessee for net rental payments during the
remaining term of any lease) in respect of such sale and lease-back
transactions does not exceed 5% of the Consolidated Net Tangible
Assets (defined as total assets less (a) all liabilities except (i)
notes payable; (ii) current maturities of long-term debt; (iii)
current maturities of obligations under capital leases; (iv) long-
term debt and long-term obligations under capital leases; and (b)
goodwill and intangible assets) of the Company and its Domestic
Subsidiaries (Sections 3.6 and 3.7).
EVENTS OF DEFAULT
An Event of Default with respect to any series of Debt Securities
is defined in the Indenture as being: (a) default for 30 days in
payment of any installment of interest on the Debt Securities of such
series; (b) default in the payment of any principal on the Debt
Securities of such series; (c) default by the Company in payment of
any sinking fund installment with respect to such series of Debt
Securities; (d) default by the Company in performance of any of the
covenants or warranties in the Indenture contained therein for the
benefit of the Debt Securities of such series which
6
<PAGE> 12
shall not have been remedied for a period of 90 days after written
notice to the Company by the Trustee or to the Company and the
Trustee by the Holders of not less than 25% in principal amount of
the Debt Securities of such series then outstanding; and (e) certain
events of bankruptcy, insolvency or reorganization of the Company
(Section 5.1). No Event of Default described in clause (a), (b), (c)
or (d) above with respect to a particular series of Debt Securities
necessarily constitutes an Event of Default with respect to any other
series of Debt Securities.
The Indenture provides that if an Event of Default under clause
(a), (b), (c) or (d) above (but only if, in the case of clause (d),
the Event of Default is with respect to less than all series of Debt
Securities then outstanding) shall have occurred and be continuing
with respect to one or more series of the Debt Securities, either the
Trustee or the Holders of not less than 25% in aggregate principal
amount of the then outstanding Debt Securities of the series affected
by such Event of Default (each such series treated as a separate
class) may declare the principal of all the Debt Securities of such
series, together with accrued interest, to be due and payable
immediately. If an Event of Default under clause (d) (if the Event of
Default under clause (d) is with respect to all of the series of Debt
Securities then outstanding), or (e) above shall have occurred and be
continuing, either the Trustee or the Holders of not less than 25% in
the aggregate principal amount of all the Debt Securities of such
series then outstanding (each such series treated as one class), may
declare the principal of all the Debt Securities in such series,
together with accrued interest, to be due and payable immediately.
Upon certain conditions such declaration (including a declaration
caused by a default in the payment of principal or interest, the
payment for which has subsequently been provided) may be annulled by
the Holders of a majority in principal amount of the Debt Securities
of the series then outstanding (each such series treated as a
separate class) or all Debt Securities treated as one class, as the
case may be, as were entitled to declare such default. In addition,
past defaults may be waived by the Holders of a majority in principal
amount of the Debt Securities of the series then outstanding (each
such series treated as a separate class) or all Debt Securities
treated as one class, as the case may be, as were entitled to declare
such default, except a default in the payment of the principal of or
interest on the Debt Securities or in respect of a covenant or
provision of the Indenture which cannot be modified or amended
without the approval of the Holder of each Debt Security so affected
(Sections 5.1 and 5.10).
The Indenture contains a provision entitling the Trustee, subject
to the duty of the Trustee during default to act with the required
standard of care, to be indemnified by the Holders of Debt Securities
before proceeding to exercise any right or power under the Indenture
at the request of the Holders of such Debt Securities (Section 6.2).
The Indenture also provides that the Holders of a majority in
principal amount of the outstanding Debt Securities of all series
affected (each series treated as a separate class) may direct the
time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred
on the Trustee, with respect to the Debt Securities of such series
(Section 5.9).
The Indenture contains a covenant that the Company will file
annually with the Trustee a certificate as to the absence of any
default or specifying any default that exists (Section 3.5).
SATISFACTION AND DISCHARGE
The Indenture shall be satisfied and discharged with respect to any
series of Debt Securities when: (1) either (A) all Debt Securities of
that series theretofore authenticated and delivered have been
delivered to the Trustee canceled or for cancellation; or (B) all
Debt Securities of that series not theretofore delivered to the
Trustee canceled or for cancellation (i) have become due and payable,
or (ii) will become due and payable at their maturity within one
year, or (iii) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee and the Company, in the case of (i), (ii)
or (iii) above, has deposited or caused to be deposited with the
Trustee an amount sufficient to pay and discharge the entire
indebtedness of such Debt Securities for principal and interest to
the date of such deposit (in the case of Debt Securities which have
become due and payable), or to the maturity or redemption date, as
the case may be; (2) the Company has paid or caused to be paid all
other sums payable under the Indenture by the Company with respect to
the Debt Securities of such series; and (3) the Company has delivered
to the Trustee an officer's certificate and an Opinion of Counsel
each stating that all conditions precedent provided in the Indenture
relating to the satisfaction and discharge thereof with respect to
the Debt Securities of such series have been complied with (Section
10.1).
DEFEASANCE
Except as may otherwise be set forth in the Prospectus Supplement
relating to a series of Debt Securities, the Indenture provides that
the Company, at its option, (i) will be discharged from any and all
obligations in respect of the
7
<PAGE> 13
Debt Securities of any series (except for certain obligations to
register the transfer or exchange of Debt Securities of such series,
replace stolen, lost or mutilated Debt Securities of such series,
maintain paying agencies and hold moneys for payment in trust) or
(ii) will not be subject to provisions of the Indenture concerning
limitations upon liens and sale and lease-back transactions, and
consolidation, merger and sale or lease of assets (and any other
obligation of the Company or restrictive covenant applicable to such
Debt Securities as specified in the applicable Prospectus
Supplement), in each case if the Company deposits with the Trustee,
in trust, money or U.S. Government Obligations (as defined) (or
another comparable instrument with respect to the currency of the
Debt Securities as selected by the Company with the consent of the
Trustee) which through the payment of interest thereon and principal
thereof in accordance with their terms will provide money in an
amount sufficient to pay all the principal and interest on the
outstanding Debt Securities of such series on the dates such payments
are due in accordance with the terms of such Debt Securities. To
exercise such option, the Company is required, among other things to
deliver to the Trustee (1) an opinion of counsel or a ruling
published by the Internal Revenue Service to the effect that the
deposit and related defeasance would not cause the Holders of the
Debt Securities of such series to recognize income, gain or loss for
United States income tax purposes and (2) if the Debt Securities of
such series are then listed on any national securities exchange, an
Opinion of Counsel or a letter or other document from such exchange,
to the effect that such Securities would not be delisted from such
exchange as a result of the exercise of such option (Section 13.2).
MODIFICATION, WAIVER AND MEETINGS
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than 50% in
principal amount of the Debt Securities of all series then
outstanding affected by such supplemental indenture (treated as one
class), to execute supplemental indentures adding any provisions to
or changing or eliminating any of the provisions of the Indenture or
modifying the rights of the Holders of Debt Securities of each such
series, except that no such supplemental indenture may, without the
consent of the Holders of all outstanding Debt Securities (i) change
the final maturity of the principal of, or installment of interest,
if any, on, any Debt Security, or reduce the principal amount thereof
or the interest thereon or any amount payable upon redemption
thereof, or change the maturity of or reduce the amount of any
payment to be made with respect to any Coupon, or change the currency
or currencies in which the principal of or interest on such Debt
Security is denominated or payable, or reduce the amount of the
principal of a Discount Security that would be due and payable upon a
declaration of acceleration of the maturity thereof, or adversely
affect the right of repayment or repurchase, if any, at the option of
the Holder, or reduce the amount of, or postpone the date fixed for,
any payment under any sinking fund or analogous provisions for any
Debt Security, or impair the right to institute suits for the
enforcement of any payment on or after the maturity thereof (or, in
the case of redemption, on or after the redemption date); or (ii)
reduce the percentage in principal amount of the outstanding Debt
Securities of any series, the consent of the Holders of which is
required for any supplemental indenture, or the consent of the
Holders of which is required for any waiver of compliance with
certain provisions of the Indenture or certain defaults thereunder
and their consequences provided for in the Indenture (Section 8.2).
The Holders of a majority in aggregate principal amount of the
outstanding Debt Securities of any series may on behalf of all
Holders of the Debt Securities of such series (i) waive any past
default under the Indenture with respect to such Debt Securities,
except a default in the payment of principal or interest or a
covenant or provision that cannot be modified or amended without the
consent of the Holders of each outstanding Debt Security of such
series, and (ii) waive compliance by the Company with certain
provisions of the Indenture, including the provisions concerning
limitations upon liens and sale and lease-back transactions, in each
case with respect to the Debt Securities of such series (Sections
5.10 and 3.9).
The Indenture contains provisions for convening meetings of the
Holders of Debt Securities of a series (Section 7.6). A meeting may
be called at any time by the Trustee, and also, upon request, by the
Company or the Holders of at least 25% in aggregate principal amount
of the outstanding Debt Securities of such series or of all series,
as the case may be (Section 7.6(c)). Any resolution passed or
decision taken at any meeting of Holders of Debt Securities of any
series duly held in accordance with the Indenture will be binding on
all Holders of Debt Securities of that series (Sections 7.5 and 7.6).
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company covenants that it will not merge or consolidate or sell
or convey all or substantially all of its assets unless the successor
corporation is the Company or is a domestic corporation which assumes
the Company's
8
<PAGE> 14
obligations on the Debt Securities and under the Indenture, and after
giving effect to such transaction the Company or the successor
corporation would not be in default under the Indenture (Section
9.1).
CONCERNING THE TRUSTEE
The First National Bank of Chicago is the trustee under an
Indenture dated as of January 31, 1992, with the Company and The
First National Bank of Chicago, with regard to the following
securities previously issued: (i) 8 5/8% Debentures due 2022 and (ii)
8 1/8% Debentures due 2023. The Company maintains a deposit account
and conducts other banking transactions with the Trustee in the
ordinary course of business.
GOVERNING LAW
The Indenture and each Debt Security shall be deemed to be
contracts under the law of the State of New York and for all purposes
shall be construed in accordance with the law of such state.
DESCRIPTION OF WARRANTS
The Company may issue Warrants for the purchase of Debt Securities.
Warrants may be issued independently or together with any Debt
Securities offered by any Prospectus Supplement and may be attached
to or separate from such Debt Securities. The Warrants are to be
issued under Warrant Agreements to be entered into between the
Company and a bank or trust company, as Warrant Agent, all as set
forth in the Prospectus Supplement relating to the particular issue
of Warrants. The Warrant Agent will act solely as an agent of the
Company in connection with the Warrant Certificates and will not
assume any obligation or relationship of agency or trust for or with
any holders of Warrant Certificates or beneficial owners of Warrants.
A copy of the form of Warrant Agreement, including the form of
Warrant Certificate representing the Warrants, will be filed as an
exhibit to a current report on Form 8-K of the Company with respect
to each offering of the Debt Securities and incorporated herein by
reference. The following summaries of certain provisions of the form
of Warrant Agreement and Warrant Certificate do not purport to be
complete and are subject to, and are qualified in their entirety by
reference to, all the provisions of the Warrant Agreement and the
Warrant Certificate.
GENERAL
If Warrants are offered, the Prospectus Supplement will describe
the Warrant Agreement and the terms of the Warrants, including the
following: (i) the offering price; (ii) the currency for which
Warrants may be purchased; (iii) the designation, aggregate principal
amount, currency and terms of the Debt Securities purchasable upon
exercise of the Warrants; (iv) if applicable, the designation and
terms of the Debt Securities with which the Warrants are issued and
the number of Warrants issued with each such Debt Security; (v) if
applicable, the date on and after which the Warrants and the related
Debt Securities will be separately transferable; (vi) the principal
amount of Debt Securities purchasable upon exercise of one Warrant
and the price and currency at which such principal amount of Debt
Securities may be purchased upon such exercise; (vii) the date on
which the right to exercise the Warrants shall commence and the date
(the "Expiration Date") on which such right shall expire; (viii)
federal income tax consequences; (ix) whether the Warrants
represented by the Warrant Certificates will be issued in registered
or bearer form; and (x) any other terms of the Warrants.
Warrant Certificates may be exchanged for new Warrant Certificates
of different denomination, may (if in registered form) be presented
for registration of transfer, and may be exercised at the corporate
trust office of the Warrant Agent or any other office indicated in
the Prospectus Supplement. Prior to the exercise of their Warrants,
holders of Warrants will not have any of the rights of holders of the
Debt Securities purchasable upon such exercise, including the right
to receive payments of principal of, premium, if any, or interest, if
any, on the Debt Securities purchasable upon such exercise or to
enforce covenants in the Indenture.
EXERCISE OF WARRANTS
Each Warrant will entitle the holder to purchase such principal
amount of Debt Securities at such exercise price as shall in each
case be set forth in, or calculable from, the Prospectus Supplement
relating to the Warrants. Warrants may be exercised at any time up to
5:00 P.M. New York time on the Expiration Date set forth in the
Prospectus Supplement relating to such Warrants. After the close of
business on the Expiration Date (or such later date to which such
Expiration Date may be extended by the Company), unexercised Warrants
will become void.
9
<PAGE> 15
Warrants may be exercised by delivery to the Warrant Agent of
payment as provided in the Prospectus Supplement of the amount
required to purchase the Debt Securities purchasable upon such
exercise together with certain information set forth on the reverse
side of the Warrant Certificate. Warrants will be deemed to have been
exercised upon receipt of the exercise price, subject to the receipt
within five business days of the Warrant Certificate evidencing such
Warrants. Upon receipt of such payment and the Warrant Certificate
properly completed and duly executed at the corporate trust office of
the Warrant Agent or any other office indicated in the Prospectus
Supplement, the Company will, as soon as practicable, issue and
deliver the Debt Securities purchasable upon such exercise. If fewer
than all of the Warrants represented by such Warrant Certificate are
exercised, a new Warrant Certificate will be issued for the remaining
amount of Warrants.
PLAN OF DISTRIBUTION
The Company may sell the Offered Securities to or through
underwriters, dealers, or agents, and also may sell the Offered
Securities to one or more other purchasers or through a combination
of any such methods of sale.
The Prospectus Supplement with respect to the Offered Securities
sets forth the terms of the offering (and, in certain circumstances,
any reoffering), including the name or names of any underwriters,
agents or other purchasers, the purchase price in respect of the
Offered Securities, the proceeds to the Company, any initial public
offering price, any discounts, commissions and other items
constituting compensation from the Company and any discounts,
concessions or commissions allowed or reallowed or paid by any
underwriters to other dealers.
The distribution of the Offered Securities may be effected by one
or more agents, broker-dealers, underwriters or other purchasers from
time to time in one or more transactions in the over-the-counter
market, in negotiated transactions, or in a combination of such
methods of sale, at a fixed price or prices, which may be changed, or
at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. If
underwriters are used in the sale, the Offered Securities will be
acquired by the underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices
determined at the time of sale. The Offered Securities may be offered
to the public through underwriting syndicates represented by managing
underwriters or by underwriters without a syndicate. Unless otherwise
set forth in the Prospectus Supplement, the obligations of an agent,
broker-dealer, underwriter or other purchaser to purchase Offered
Securities will be subject to satisfaction of certain conditions, and
such underwriters will be obligated to purchase all such Offered
Securities if any are purchased. Any initial public offering price
and any discounts or concessions allowed or realized or paid to
dealers may be changed from time to time. The Offered Securities may
be sold directly by the Company or through agents designated by the
Company from time to time. Any agent involved in the offer or sale of
the Debt Securities in respect of which this Prospectus is delivered
will be named, and any commissions payable by the Company to such
agent will be set forth, in the related Prospectus Supplement. Unless
otherwise indicated in the Prospectus Supplement, any agent will be
acting on a best efforts basis for the period of its appointment.
If so indicated in the Prospectus Supplement, the Company may
authorize underwriters, dealers or other persons acting as the
Company's agents to solicit offers by certain institutions to
purchase from the Company at the offering price set forth in the
Prospectus Supplement pursuant to delayed delivery contracts
providing for payment and delivery on a future date. Such contracts
will be subject only to those conditions set forth in the Prospectus
Supplement and the Prospectus Supplement will set forth the
commissions payable for solicitation of such contracts.
Agents and underwriters may from time to time purchase and sell the
Offered Securities in the secondary market, but are not obligated to
do so, and there can be no assurance that there will be a secondary
market for the Offered Securities or liquidity in the secondary
market if one develops. From time to time, agents and underwriters
may make a market in the Offered Securities.
Underwriters, agents and other purchasers who participate in the
distribution of the Offered Securities may be entitled under
agreements which may be entered into by the Company to
indemnification by the Company against certain liabilities, including
liabilities under the Act, or to contribution with respect to
payments which the underwriters, agents or other purchasers may be
required to make in respect thereof. Such underwriters, agents and
other purchasers may be customers of, engage in transactions with, or
perform services for the Company in the ordinary course of business.
10
<PAGE> 16
LEGAL OPINIONS
The legality of the Offered Securities offered hereby will be
passed upon for the Company by James M. Neville, Vice President,
General Counsel and Secretary of Ralston Purina Company, Checkerboard
Square, St. Louis, Missouri 63164. At May 23, 1995 Mr. Neville was
the beneficial owner of 26,951 shares of Common Stock of the Company.
Additionally, as of May 23, 1995, 423 shares of Common Stock, and
1,056 shares of Preferred Stock, convertible under certain conditions
into Common Stock, of the Company were allocated to Mr. Neville's
accounts under certain of the Company's benefit plans.
EXPERTS
The financial statements incorporated in this Prospectus by
reference to Ralston Purina Company Annual Report on Form 10-K for
the year ended September 30, 1994, have been so incorporated in
reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in
auditing and accounting.
11
