SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------------------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1995. Commission File No. 1-4582
RALSTON PURINA COMPANY
Incorporated in Missouri - IRS Employer Identification No. 43-0470580
Checkerboard Square, St. Louis, Missouri 63164
Registrant's telephone number, including area code: 314-982-1000
--------------------------------------------
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<S> <C>
Title of each class Name of each exchange on which registered
- ------------------- -----------------------------------------
Ralston-Ralston Purina Group New York Stock Exchange, Inc.
Common Stock, par value $.10 per share Chicago Stock Exchange Pacific Stock Exchange Incorporated
Ralston-Ralston Purina Group New York Stock Exchange, Inc.
Common Stock Purchase Rights Chicago Stock Exchange
Pacific Stock Exchange Incorporated
5 3/4% Convertible Subordinated Debentures New York Stock Exchange, Inc.
9 1/2% Sinking Fund Debentures New York Stock Exchange, Inc.
9% Notes New York Stock Exchange, Inc.
9 3/8% Sinking Fund Debentures New York Stock Exchange, Inc.
9 1/4% Debentures New York Stock Exchange, Inc.
9.30% Debentures New York Stock Exchange, Inc.
8 5/8% Debentures New York Stock Exchange, Inc.
8 1/8% Debentures New York Stock Exchange, Inc.
7 7/8 % Debentures New York Stock Exchange, Inc.
7 3/4% Debentures New York Stock Exchange, Inc.
</TABLE>
Registrant has filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months and has been
subject to such filing requirements for the past 90 days.
Yes: X No:
Disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein and will not be contained, to the best of registrant's
knowledge, in the definitive proxy statement incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.
Yes: No: X
Aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of the close of business on November 8, 1995: $ 6,485,927,355.
(Excluded from this figure is the voting stock held by Registrant's Directors,
who are the only persons known to Registrant who may be considered to be its
"affiliates" as defined under Rule 12b-2.)
Number of shares of Ralston-Ralston Purina Group Common Stock ("RAL Stock"),
$.10 par value, outstanding as of close of business on November 8, 1995:
105,863,117.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of Ralston Purina Company 1995 Annual Report to Shareholders
(Parts I and II of Form 10-K).
2. Portions of Ralston Purina Company Notice of Annual Meeting and Proxy
Statement dated December 15, 1995 (Part III of Form 10-K).
PART I
Item 1. Business.
The Company, incorporated in Missouri in 1894, is the world's largest producer
of dry dog and dry and soft-moist cat foods. It is also the world's largest
manufacturer of dry cell battery products. The Company is also a major producer
of dietary soy protein, fiber food ingredients, polymer products and, outside
the United States, feeds for livestock and poultry. The Company has a number of
trademarks, such as PURINA, RALSTON, the CHECKERBOARD logo, CHOW, DOG CHOW, CAT
CHOW, EVEREADY and ENERGIZER among others, which it considers of substantial
importance and which it uses individually or in conjunction with other Company
trademarks.
The Company is presently comprised of four Business Segments - Pet Products,
Battery Products, Soy Protein Products and Agricultural Products
The Pet Products Segment consists of Ralston Purina's Pet Products and the
consumer products operations of Ralston Purina International. Pet Products
produces and sells dog and cat foods under the PURINA name, including DOG CHOW,
CAT CHOW and numerous other dog and cat food brands. The Company operates 26
manufacturing facilities in the United States and worldwide for the production
of pet products and cereal.
The Battery Products Segment consists of the battery products business. The
battery products business manufactures and sells primary batteries, rechargeable
batteries and battery-powered lighting products in the United States and
worldwide, principally under the trademarks EVEREADY and ENERGIZER. The
Company's domestic and foreign battery operations have been organized as
Eveready Battery Company, Inc. and Ralston Purina Overseas Battery Company,
respectively, both wholly owned subsidiaries of the Company. Thirty-four
manufacturing facilities are operated in the United States and abroad for the
production of battery and related products.
The Soy Protein Products Segment consists of the protein technologies business
of Protein Technologies International Holdings, Inc., a holding company and a
wholly owned subsidiary of the Company. Its operating subsidiaries primarily
manufacture food protein, food fiber and industrial polymer products in 7
plants, 5 of which are located in the United States.
The Agricultural Products Segment consists primarily of the business of
manufacturing CHOW brand formula feeds and animal health products in 66 Ralston
Purina International Division facilities outside the United States.
On July 22, 1995, the Company sold all of the outstanding capital stock of
Continental Baking Company, its subsidiary engaged in the fresh bakery products
business, to Interstate Bakeries Corporation and its wholly owned subsidiary
Interstate Brands Corporation. On November 15, 1994, the Company signed a
Letter of Intent to sell the businesses of the Agricultural Products Segment to
a wholly owned subsidiary of PM Holdings, Inc., but on April 18, 1995, the
Company announced that it had been unable to reach agreement on the terms of
that sale and that discussions with PM Holdings, Inc. had been terminated. On
March 31, 1994, the Company consolidated its domestic cereal, baby food, cracker
and cookie and all seasons resort businesses in Ralcorp Holdings, Inc.
(`Ralcorp'') and then spun-off the stock of Ralcorp to all holders of the
Company's RAL Stock on the basis of one share of Ralcorp Stock for every three
shares of RAL Stock held on that date.
The principal raw materials used in the Pet Products Segment are grain and grain
products, protein ingredients and meat by-products; in the Battery Products
Segment, the principal raw materials used are manganese dioxide, zinc, acetylene
black and potassium hydroxide; in the Soy Protein Products Segment, the
principal raw materials used are processed soy and other proteins; and in
Agricultural Products, the principal materials used are grain and grain products
and protein ingredients. The Company purchases such raw materials from local,
regional, national and international suppliers. The cost of raw materials used
in these products may fluctuate due to weather conditions, government
regulations, economic climate, or other unforeseen circumstances. The Company
manages exposure to changes in the commodities markets as considered necessary
by hedging certain of its ingredient requirements such as soybean meal, corn or
wheat. Sales prices of the Company's agricultural products, a large portion of
the production costs of which are represented by the costs of raw materials, are
adjusted frequently to reflect changes in raw material costs. Prices of other
products are adjusted less frequently. The rapid turnover of certain raw
material inventory items and the ability to substitute ingredients in some of
these products, such as formula feeds, provide further protection against
fluctuating raw material prices.
Pet products are marketed in the United States primarily through direct sales
forces and food brokers to grocery wholesalers, retail chains and other
customers. Battery products and food protein and industrial polymer products
are marketed in the United States and internationally primarily through direct
sales forces. Agricultural products are distributed primarily through a network
of approximately 3,300 independent dealers outside the United States.
Competition is intense in each of the Business Segments. In the Pet Products
and Battery Products Segments, the principal competitors are regional, national
and international manufacturers whose products compete with those of the Company
for shelf space and consumer acceptance. In the Agricultural Products Segment,
the Company competes with other large feed manufacturers, cooperatives, single-
owner establishments and in the case of many markets, government feed companies.
The business of the Battery Products Segment tends to be somewhat seasonal, with
strong fall and winter sales reflecting the effect of holiday buying of
batteries.
The operations of the Company, like those of other companies engaged in similar
businesses, are subject to various federal, state, and local laws and
regulations intended to protect the public health and the environment, including
air and water quality, underground fuel storage tanks and waste handling and
disposal. The Company has received notices from the U.S. Environmental
Protection Agency, state agencies, and/or private parties seeking contribution,
that it has been identified as a `potentially responsible party'' (PRP), under
the Comprehensive Environmental Response, Compensation and Liability Act, and
may be required to share in the cost of cleanup with respect to approximately 20
`Superfund'' sites. The Company's ultimate liability in connection with those
sites may depend on many factors, including the volume of material contributed
to the site, the number of other PRP's and their financial viability, and the
remediation methods and technology to be used.
In 1994 and 1992, the Company adopted restructuring plans for its world-wide
battery production capacity and certain administrative functions. The Company
continues to review its battery production capacity and its business structure
in light of pervasive global trends, including the continuing shift from carbon
zinc to alkaline products and easing of trade restrictions in many regions.
Future periods will likely include further provisions for restructuring.
The Company, as a whole, employs 10,589 employees in the United States and
21,144 in foreign jurisdictions. The descriptions of the businesses of, and the
summary of selected financial data regarding, the Company appearing under
"Ralston Purina Company and Subsidiaries Financial Review-Highlights and
Outlook" on page 15, "Ralston Purina Company and Subsidiaries Financial Review-
Liquidity and Capital Resources" on page 16, "Ralston Purina Company and
Subsidiaries Business Segment Information" on pages 22 through 24, and "Ralston
Purina Company and Subsidiaries Notes to Financial Statements - Summary of
Accounting Policies - Research and Development" on page 32 of the Ralston Purina
Company 1995 Annual Report to Shareholders are hereby incorporated by reference.
Item 2. Properties.
A list of the Company's principal plants and facilities as of November 1, 1995
follows. The Company believes that such plants and facilities, in the
aggregate, are adequate, suitable and of sufficient capacity for purposes of
conducting its current business.
PET PRODUCTS
Pet Products Plants
- -------------------
United States
Atlanta, GA
Clinton, IA(2R)
Davenport, IA(2R)
Denver, CO
Dunkirk, NY
Flagstaff, AZ
Oklahoma City, OK
Zanesville, OH
International
Cuautitlan, Mexico (8)
Encrucijada, Venezuela (8)
Guatemala City, Guatemala (8)
Innisfail, Alberta, Canada
Mississauga, Ontario, Canada
Monjos, Spain (8)
Montfort-Sur-Risle, France
Mosquera, Columbia (8)
Portogruaro, Italy (8)
Ribeirao Preto, Brazil
Songtan, Korea (8)
Cat Litter Plants
- -----------------
United States
Bloomfield, MO
Maricopa, CA
Olmsted, IL
Packaging Facilities
- --------------------
United States
Philadelphia, PA (12)
International
Caledonia, Ontario, Canada (12)
Cereal Plants
- -------------
International
Aire-Sur-Adour, France
Kunsan, Korea (8) (10)
BATTERY PRODUCTS
Battery and Related Products Plants
- -----------------------------------
United States
Asheboro, NC(2)(4)
Bennington, VT
Fremont, OH
Gainesville, FL
Garretsville, OH
Marietta, OH
Maryville, MO
Newport News, VA
Red Oak, IA
St. Albans, VT
International
Alexandria, Egypt
Banbury, United Kingdom
Caudebec Les Elbeuf, France (2)
Cebu, Philippines
Ekala, Sri Lanka
Gebzi-Kocaeli, Turkey (9) (11)
Itapecerica, Brazil
Jakarta, Indonesia
Johore Bahru, Malaysia
Juarez, Mexico
Jurong, Singapore (4)
La Chaux-de-Fonds, Switzerland
Manila, Philippines
Macau
Nakuru, Kenya (6)
Newcastle-under-Lyme, United Kingdom
New Territories, Hong Kong
Sao Paulo, Brazil
Slany, Czech Republic(9)
Sydney, Australia
Tanfield Lea, United Kingdom
Tecamac, Mexico
Walkerton, Ontario, Canada
AGRICULTURAL PRODUCTS
Feed Plants
- -----------
International
Addison, Ontario, Canada
Arequipa, Peru(2)
Barcelona, Venezuela
Bastia-Umbra, Italy
Benavente, Portugal
Benavente, Spain(1)
Borgoratto, Italy
Bucaramanga, Colombia(2)
Buga, Colombia
Cabimas, Venezuela (Longemar)
Canoas, Brazil
Cantenhede, Portugal
Carnoet, France(10)
Cartagena, Colombia
Chiclayo, Peru
Courchelettes, France
Cuautitlan, Mexico(3)
Dos Hermanas, Spain(1)
Drummondville, Quebec, Canada
Encrucijada, Venezuela(3)
Galicia, Spain (1)
Gonen, Turkey
Guadalajara, Mexico
Guatemala City, Guatemala(3)
Inhumas, Brazil
Karcag, Hungary
Kunsan, Korea
Lima, Peru
Longue, France
Luleburgaz, Turkey
Macon, France
Maracaibo, Venezuela
Marcilla, Spain(1)
Maringa, Brazil
Medellin, Colombia(2)
Merida, Spain(1)
Mexicali, Mexico
Monjos, Spain(1)(3)
Monterrey, Mexico
Mosquera, Colombia(3)
Nanjing, People's Rep. of China
Obregon, Mexico
Palmerston, Ontario, Canada
Paulinia, Brazil
Pommevic, France
Portogruaro, Italy(3)
Pulilan, Philippines
Pusan, Korea
Recife, Brazil
St. Romuald, Quebec, Canada
Salamanca, Mexico
San Felice, Italy
Sildamin, Italy(2)
Songtan, Korea(3)
Sorcy, France
Sospiro, Italy
Strathroy, Ontario, Canada
Tehuacan, Mexico
Termoli, Italy
Torrejon, Spain(1)
Torreon, Mexico
Valencia, Spain(1)
Villasis, Philippines
Volta Redonda, Brazil
Woodstock, Ontario, Canada
Hatcheries
- ----------
Valencia, Venezuela
SOY PROTEIN PRODUCTS
Food Protein Plants
- -------------------
United States
Memphis, TN
Pryor, OK
International
Hannan, Japan(1)
Ieper, Belgium
Industrial Protein Plant
- ------------------------
Louisville, KY
Powdered Alpha Cellulose Plant
- ------------------------------
Urbana, OH
Dairy Food Systems Plant
- ------------------------
Hager City, WI
OTHER PROPERTIES
Research Facilities
- -------------------
United States
Cape Girardeau, MO
Gray Summit, MO(5)
St. Louis, MO(5A)
Westlake, OH(5B)
International
Tanfield Lea, United Kingdom
Machine Shop and Foundry
- ------------------------
St. Louis, MO
Miscellaneous
- -------------
Detroit, MI
San Diego, CA
Shelby, N.C.
Thomasville, N.C.
Administrative and Executive Offices
- ------------------------------------
St. Louis, MO
In addition to the properties identified above, the Company and its subsidiaries
own and/or operate sales offices, regional offices, storage facilities,
distribution centers and terminals and related properties.
(1) 20% to 50% owned interests
(2) Leased; (2R) Leased pursuant to industrial revenue bond financing
(3) Also produces pet food
(4) Two plants
(5) Provides service for Human and Pet Foods; (5A) Human and Pet Foods and
Soy Protein Products and Other; (5B) Battery Products
(6) Less than 20% owned interest
(7) Also produces cereal
(8) Also produces feed
(9) Over 50% owned interest in Joint Venture operating facility
(10) Under contract to sell
(11) Plant has closed since August 31, 1995
(12) Bulk packaging and distribution facility
Item 3. Legal Proceedings.
The Company is a party to a number of legal proceedings in various state,
federal and foreign jurisdictions. These proceedings are in varying stages and
many may proceed for protracted periods of time. Some proceedings involve
highly complex questions of fact and law.
On January 4, 1993, the Company was served with the first of nine
substantively identical actions currently pending in the United States District
Court for the District of New Jersey. The suits have been consolidated and
styled In Re Baby Food Antitrust Litigation, No. 92-5495 (NHP). The
consolidated proceeding is a certified class action by and on behalf of all
direct purchasers of baby foods (other than the defendants and governmental
entities), alleging that the Beech-Nut baby food business (owned by the Company
from November, 1989 until April, 1994, and now owned by Ralcorp Holdings, Inc.)
and its predecessor Nestle Holdings, Inc., together with Gerber Products Company
and H.J. Heinz Company, conspired to fix, maintain and stabilize the prices of
baby foods during the period January 1, 1975 to August 31, 1992. The suit seeks
treble damages.
On January 19 and 21, 1993, the Company was served with two class actions
on behalf of indirect purchasers (consumers) of baby food in California, which
contain substantially identical charges. These actions have been consolidated
in the Superior Court for the County of San Francisco and styled Bruce, et al.
v. Gerber Products Company, et al., No. 94-8857. On January 19, 1993, Ralston
was served with a similar action filed in Alabama state court on behalf of
indirect purchasers of baby food in Alabama, styled Johnson, et al. v. Gerber
Products Company, et al., No. 93 -L-0333-NE. The California and Alabama state
actions allege violations of state antitrust laws, seek treble damages and are
substantively identical to each other. Similar state actions may be filed in
states having laws permitting suits by indirect purchasers. The Company and
Ralcorp Holdings, Inc. have agreed that all liability and expenses related to
the above antitrust matters will be shared equally, except that the Company will
be solely responsible for any settlement or judgment exceeding a certain set
amount.
On September 20, 1995, the Company was notified that three actions pending
in the City of St. Louis, Missouri and styled Attanasio, et al. v. Ralston
Purina Company, et al., No. 954-00010, Haenel, et al. v. Ralston Purina Company,
et al., No. 954-00009, and Goodsene et al., v. Stiritz, et al., No. 952-00416,
all of which challenged the sale of the Company's former subsidiary, Continental
Baking Company, to Interstate Bakeries Corporation, had been dismissed without
prejudice.
The operations of the Company, like those of other companies engaged in
similar businesses, are subject to various federal, state, and local laws and
regulations intended to protect the public health and the environment, including
air and water quality, underground fuel storage tanks and waste handling and
disposal. The Company has received notices from the U.S. Environmental
Protection Agency, state agencies, and/or private parties seeking contribution,
that it has been identified as a `potentially responsible party'' (PRP), under
the Comprehensive Environmental Response, Compensation and Liability Act, and
may be required to share in the cost of cleanup with respect to approximately 20
`Superfund'' sites. The Company's ultimate liability in connection with those
sites may depend on many factors, including the volume of material contributed
to the site, the number of other PRP's and their financial viability, and the
remediation methods and technology to be used.
In the opinion of management, based on the information presently known, the
ultimate liability for all such matters, together with the liability for all
other pending legal proceedings, asserted legal claims and known potential legal
claims which are probable of assertion, taking into account established accruals
of $13.9 for estimated liabilities, should not be material to the financial
position of the Company, but could be material to results of operations or cash
flows for a particular quarter or annual period.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 4.A. Executive Officers of the Registrant.
A list of the executive officers of the Company and their business
experience follows:
William P. Stiritz, 61, Chairman of the Board, Chief Executive Officer and
- ------------------
President since 1982 and Corporate Officer since 1973; President and Chief
Executive Officer 1981-82; Group Vice President, Grocery Products and Restaurant
Operations 1979-81. Company service, 32 years.
Jay W. Brown, 50, Vice President; Chief Executive Officer and President, Protein
- ------------
Technologies International, Inc. since 1995; Chairman of the Board and Chief
Executive Officer, Continental Baking Company 1985 - 1995 and Corporate Officer
since 1984; President, Van Camp Seafood Division 1983-84; Vice President,
Foodmaker, Inc. 1981-83. Company service, 25 years.
James R. Elsesser, 51, Vice President and Chief Financial Officer since 1985 and
- -----------------
Corporate Officer since 1985; Vice President, March-September, 1985; Treasurer,
February-September, 1985. Company service, 10 years.
Patrick C. Mannix, 50, Vice President; President, Eveready Battery Company,
- -----------------
Inc., Specialty Business since 1995; Executive Vice President, Eveready Battery
Company, International 1991 - 1995 and Corporate Officer since 1992; Area
Chairman, Asia Pacific operations, Eveready Battery, 1985-91. Company service,
32 years, including 23 years with Eveready Battery Division of Union Carbide
Corporation.
W. Patrick McGinnis, 48, Vice President; President and Chief Executive Officer,
- -------------------
Pet Products Group since 1992 and Corporate Officer since 1984; President and
Chief Operating Officer, Grocery Products Group 1989-92; Vice President and
President, Branded Foods Group 1987-89; Vice President and Executive Vice
President, Grocery Products Division 1984-87; Division Vice President,
Marketing, Grocery Products Division 1983-84; Executive Vice President and
Director, Grocery Products Division, Ralston Purina Canada, Inc. 1980-83.
Company service, 23 years.
George L. Meffert, Jr., 55, Vice President; President, Eveready Battery Company,
- -----------------
Inc. since 1995; Executive Vice President, North America, Eveready Battery
Company, 1988 - 1995 and Corporate Officer since 1992; Area Chairman, Latin
American operations, Eveready Battery, 1985-88. Company service, 30 years,
including 21 years with Eveready Battery Division of Union Carbide Corporation.
J. Patrick Mulcahy, 51, Vice President; Chairman of the Board and Chief
- ------------------
Executive Officer, Eveready Battery Company, Inc., and responsible for Ralston
Purina International since 1987 and Corporate Officer since 1984; Vice President
and Director, Corporate Strategic Planning and Administration 1984-86; Division
Vice President, Strategic Planning 1981-84; Division Vice President, Director of
Marketing, Grocery Products Group 1980-81. Company service, 28 years.
James M. Neville, 56, Vice President, General Counsel and Secretary since 1989,
- ----------------
and Corporate Officer since 1983; Vice President and General Counsel 1984-89.
Company service, 12 years.
Ronald D. Winney, 53, Treasurer and Corporate Officer since 1985; Division Vice
- ----------------
President and Assistant Treasurer 1984-85; Assistant Treasurer 1977-85. Company
service, 26 years.
Anita M. Wray, 41, Vice President and Controller since April 1994; Division Vice
- -------------
President and Director of Financial Accounting Services, 1985-1994. Company
service, 16 years.
(Ages and years of service as of December 31, 1995.)
PART II
Item 5. Market for Registrant's Common Stock and Related Stockholder Matters.
The Company's RAL is listed on the New York Stock Exchange, Chicago Stock
Exchange, Pacific Stock Exchange and has unlisted trading privileges on the
Philadelphia, Boston and Cincinnati Stock Exchanges. As of September 30, 1995,
there were 24,324 shareholders of record of the Company's RAL Stock.
The following tables set forth dividends paid and range of market prices
for the RAL Stock and the Company's Ralston-Continental Baking Group Common
Stock (`CBG Stock'')* (for the year ended September 30):
<TABLE>
<CAPTION>
Dividends Paid
---------------------------------
RAL Stock CBG Stock
-------------- --------------
<S> <C> <C> <C> <C>
1995 1994 1995 1994
----- ----- ----- -----
First Quarter $.30 $.30 $.08
Second Quarter $.30 $.30
Third Quarter $.30 $.30
Fourth Quarter $.30 $.30
Market Price Range
RAL Stock CBG Stock
-------------- --------------
<S> <C> <C> <C> <C>
1995 1994 1995 1994
----- ----- ----- -----
First Quarter $45 3/4 - 40 1/2 $42 3/4 - 38 1/4 $5 1/2 - 3 5/8 $10 - 7 1/2
Second Quarter $50 1/8 - 43 1/2 $46 3/8 - 38 1/4 $4 5/8 - 3 1/4 $9 5/8 - 6 3/8
Third Quarter $51 3/4 - 46 3/8 $39 1/2 - 33 1/2 $4 1/2 - 3 5/8 $6 7/8 - 4 1/2
Fourth Quarter $59 - 48 5/8 $42 1/4 - 34 3/8 <F*> $6 - 4
<F*> On May 15, 1995, the Company exchanged each outstanding share of CBG Stock for .0886 shares of RAL Stock as permitted by
Ralston's Restated Articles of Incorporation (Articles). The exchange represented a 15% premium to the relative trading values of
the CBG Stock and RAL Stock for the period March 31 through April 6, 1995, as provided in the Articles.
</TABLE>
Item 6. Selected Financial Data.
The summary of selected financial data regarding Ralston Purina Company
appearing on pages 12 through 13, of the Ralston Purina Company 1995 Annual
Report to Shareholders is hereby incorporated by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Information appearing under "Ralston Purina Company and Subsidiaries Financial
Review" on pages 15 through 21 and the information appearing under "Ralston
Purina Company and Subsidiaries Business Segment Information" on pages 22
through 24 of the Ralston Purina Company 1995 Annual Report to Shareholders is
hereby incorporated by reference.
Item 8. Financial Statements and Supplementary Data.
The consolidated financial statements of the Company and its subsidiaries
appearing on pages 26 through 46, together with the report thereon of Price
Waterhouse LLP on page 25, and the supplementary data under "Ralston Purina
Company and Subsidiaries Quarterly Financial Information" on pages 47 through 48
of the Ralston Purina Company 1995 Annual Report to Shareholders are hereby
incorporated by reference.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
Not applicable.
PART III
Item 10. Directors of the Registrant.
The information regarding directors on pages 5 through 11 of the Ralston
Purina Company Notice of Annual Meeting and Proxy Statement dated December 15,
1995 is hereby incorporated by reference.
Item 11. Executive Compensation.
Information appearing under "Executive Compensation" on pages 17 through
21, "Stock Ownership" on pages 7 through 9, and the remuneration information
under "Directors' Meetings, Committees and Fees" on pages 9 through 11 of the
Ralston Purina Company Notice of Annual Meeting and Proxy Statement dated
December 15, 1995 is hereby incorporated by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The discussion of the security ownership of certain beneficial owners and
management appearing under "Stock Ownership" on pages 7 through 9 of the Ralston
Purina Company Notice of Annual Meeting and Proxy Statement dated December 15,
1995 is hereby incorporated by reference.
Item 13. Certain Relationships and Related Transactions.
Information appearing under `Other Transactions'' on page 25 of the
Ralston Purina Company Notice of Annual Meeting and Proxy Statement dated
December 15, 1995, is hereby incorporated by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
1. Documents filed with this report:
a. Financial statements previously incorporated by reference under Item 8
hereinabove.
- Report of Independent Accountants.
- Consolidated Statement of Earnings -- for years ended September 30, 1995,
1994 and 1993.
- Consolidated Balance Sheet -- for years ended September 30, 1995 and
1994.
- Consolidated Statement of Cash Flows -- for years ended September 30,
1995, 1994, and 1993.
- Consolidated Statement of Shareholders Equity -- for years ended
September 30, 1995, 1994 and 1993.
- Notes to Financial Statements.
b. Exhibits (Listed by numbers corresponding to the Exhibit Table of Item
601 in Regulation S-K).
(3i) The Restated Articles of Incorporation of Ralston Purina Company,
effective July 30, 1993, are hereby incorporated by reference to the
Company's Form 10-K for the fiscal year ended September 30, 1993.
(3ii) The By-Laws of Ralston Purina Company, as amended November
16, 1995.
(4) The Second Amended Rights Agreement, effective July 30, 1993, is
hereby incorporated by reference to the Company's Form 10-K for the
fiscal year ended September 30, 1993 and to the Company's Amendment
No. 3 to Form 8-A/A filed on December 11, 1995.
(4) The Certificate of Designation of Ralston Purina Company Series A ESOP
Preferred Stock dated as of July 30, 1993, is hereby incorporated by
reference to the Company's Form 10-K for the fiscal year ended
September 30, 1993.
(4) Ralston Purina Company agrees to furnish the SEC, upon its request, a
copy of any instrument defining the rights of holders of long-term
debt of the Company and its consolidated subsidiaries and any of its
unconsolidated subsidiaries for which financial statements are
required to be filed.
(10) Material Contracts.
(i) The following material contracts are hereby incorporated by
reference to the Company's Form 10-K for the fiscal year ended
September 30, 1983.
(a) Form of letter agreement dated June 18, 1982, to certain
officers providing for deferral of bonuses for fiscal year
1982.*
(b) Form of letter agreement to certain officers regarding
Deferred Bonus Plan.*
(ii) The following material contracts are hereby incorporated by
reference to the Company's Form 10-K for the fiscal year ended
September 30, 1985.
(a) Form of Agreement for Conversion of Deferred Compensation.*
(b) Form of Agreement for Conversion of Existing Deferrals over
$100,000.*
(c) Form of Agreement for Conversion of 1968 Restricted Stock.*
(d) Form of Agreement for Conversion of Benefits under the
Supplemental Death Benefits Plan.*
(e) Form of Agreement for Deferral of 1985 Annual Cash Bonus.*
(f) Form of Agreement for Deferral of 1985 ITIP Award Accruals.*
(g) Form of Non-Qualified Stock Option, effective September 22,
1983, as amended.*
(iii) The Form of 1986 Stock Performance Award is incorporated by
reference to the Company's Form 10-K for the fiscal year ended
September 30, 1986.*
(iv) The following material contracts are hereby incorporated by
reference to the Company's Form 10-K for the fiscal year ended
September 30, 1987.
(a) Form of Agreement for Deferral of 1986 Annual Cash Bonus.*
(b) Form of Agreement for Deferral of 1986 ITIP Award Accruals.*
(v) The following material contracts are hereby incorporated by
reference to the Company's Form 10-K for the fiscal year ended
September 30, 1988.
(a) Executive Life Plan, as amended September 24, 1987.*
(b) Ralston Purina Company Incentive Compensation Plan, as
adopted December 15, 1966, and amended September 1, 1968, and
September 25, 1987.*
(c) Ralston Purina Company 1972 Incentive Compensation Plan, as
amended September 25, 1987.*
(d) Form of Agreements for Deferral of 1987 Annual and Special
Cash Bonuses.*
(e) Form of Agreements for Deferral of 1988 Annual and Special
Cash Bonuses.*
(f) Form of Stock Performance Awards, effective March 24, 1988.*
(g) Ralston Purina Company 1982 Incentive Stock Plan as amended
June 19, 1985, and January 21 and March 25, 1988.*
(h) Ralston Purina Company 1988 Incentive Stock Plan, as amended
January 21 and March 25, 1988.*
(i) Personal Financial Planning Program, as amended July 21,
1988.*
(j) Retirement Plan for Non-Management Directors, as amended
November 20, 1987 and July 22, 1988.*
(k) Form of Non-Qualified Stock Option, effective September 22,
1988.*
(l) Executive Health Plan, as amended April 1, 1985, September
24, 1987 and July 21 and November 17, 1988.*
(vi) The following material contracts are hereby incorporated by
reference to the Company's Form 10-K for the fiscal year ended
September 30, 1989.
(a) Ralston Purina Company Supplemental Retirement Plan, as
amended May 26, 1989.*
(b) Change in Control Severance Compensation Plan, as amended
September 21, 1989.*
(c) Executive Long-Term Disability Plan, as adopted September
22, 1989.*
(d) Executive Savings Investment Plan, as amended May 25, 1989.*
(e) Personal Financial Planning Program, as amended May 25,
1989.*
(vii) The following material contracts are hereby incorporated by
reference to the Company's Form 10-K for the fiscal year ended
September 30, 1990.
(a) Form of Management Continuity Agreements, as amended
September 28, 1990.*
(b) Form of Non-Qualified Stock Option, effective May 24, 1990.*
(c) Deferred Compensation Plan for Non-Management Directors, as
amended September 25, 1987, July 22, 1988 and May 25, 1990.*
(d) Deferred Compensation Plan for Key Employees, as amended
September 21, 1989, April 9, 1990 and November 21, 1990.*
(e) Form of Agreement for Deferral of 1985, 1986 and 1989 Annual
and Special Cash Bonuses.*
(f) Form of letter amending Restricted Stock Awards and Non-
Qualified Stock Options, as of September 27, 1990.*
(viii) The following material contracts are hereby incorporated by
reference to the Company's Form 10-K for the fiscal year ended
September 30, 1991.
(a) Form of Split Dollar Second to Die Insurance Agreement.*
(b) Form of letter amending certain outstanding Restricted Stock
Awards and Non-Qualified Stock Options, as of November 21,
1991.*
(c) Form of letter for Deferral of 1992 Bonus Award.*
(ix) The following material contracts are hereby incorporated by
reference to the Company's Form 10-K for the fiscal year ended
September 30, 1992.
(a) Form of letter amending certain outstanding Restricted Stock
Awards and Non-Qualified Stock Options, dated as of September
29, 1992.*
(b) Form of letter for Deferral of 1993 Bonus Award.*
(c) Form of Agreement for Deferral of 1991 Annual and Special
Cash Bonuses.*
(d) Form of Agreement for Deferral of 1991 Annual Cash Bonus.*
(e) Form of 1991 Non-Qualified Stock Option.*
(f) Form of Indemnification Agreement with directors and
corporate officers.*
(x) The following material contracts are hereby incorporated by
reference to the Company's Form 10-K for the fiscal year ended
September 30, 1993.
(a) Form of Agreement for Deferral of 1992 Annual and Special
Bonuses.*
(b) Form of Agreement for Deferral of 1992 Annual Cash Bonus.*
(c) Form of Amendment to 1988 Non-Qualified Stock Option.*
(d) Form of Amendment to 1990 Non-Qualified Stock Option.*
(e) Form of Amendment to 1991 Non-Qualified Stock Option.*
(f) Form of Deferred Compensation Plan for Key Employees, as
amended, September 21, 1989, April 9, 1990, November 21, 1990,
December 11, 1992, July 30, 1993 and November 18, 1993.*
(g) Form of Deferred Compensation Plan for Non-Management
Directors, as amended September 25, 1987, July 22, 1988, May 25,
1990, October 27, 1992, July 30, 1993 and November 18, 1993.*
(h) Form of letter amending Restricted Stock Awards, dated as of
September 24, 1993.*
(i) Conversion Opportunity for Continental Baking Company
Employees dated October 13, 1993.*
(j) 1993 Salary Acceleration Request and Agreement dated
November 17, 1992.*
(k) 1994 Salary Acceleration Request and Agreement dated October
14, 1993.*
(xi) The following material contracts are hereby incorporated by
reference to the Company's Form 10-K for the fiscal year ended
September 30, 1994.
(a) Form of Letter for Deferral of 1995 Bonus Award.*
(b) The Agreement and Plan of Reorganization between the Company
and Several of its Subsidiaries and Ralcorp Holdings, Inc. dated
March 31, 1994 is incorporated by reference to the Company's
Form 8-K/A dated April 14, 1994.
(c) Form of Conversion Agreement and Option for Continental
Baking Company Employees, effective November 18, 1993.*
(d) Trust Agreement between Ralston Purina Company and Wachovia
Bank of North Carolina, N.A., dated as of September 15, 1994.
(e) Leveraged Incentive Plan, adopted as of September 23, 1994.*
(xii) Deferred Compensation Plan for Non-Management Directors, as
amended September 25, 1987, July 22, 1988, May 25, 1990, October
27, 1992, July 30, 1993, November 18, 1993 and August 9, 1995.*
(xiii) Deferred Compensation Plan for Key Employees, as amended
September 21, 1989, April 9, 1990, November 21, 1990, December 11,
1992, July 30, 1993, November 18, 1993, and November 6, 1995.*
(xiv) Form of Letter for Deferral of 1996 Bonus Award.*
(xv) Form of March 23, 1995 Non-Qualified Stock Option Contract.*
(xvi) Form of September 28, 1995 Non-Qualified Stock Option
Contract.*
(xvii) Form of September 28, 1995 Non-Qualified Performance Stock
Option Contract.*
(xviii) Form of Agreement for Deferral of 1995 Annual Cash Bonus.*
(xviv) Retirement Plan for Non-Management Directors, as amended
November 20, 1987, July 22, 1988, May 26, 1989 and November 16,
1995.*
(xx) Form of Termination Agreement and Agreement for Consulting Services
with Paul H. Hatfield dated December 7, 1994.*
(11) Statement re: Computation of Per Share Earnings.
(13) Pages 11 to 48 of the Ralston Purina Company Annual Report to
Shareholders 1995, which are incorporated herein by reference, are
filed herewith.
(21) Subsidiaries of the Registrant.
(23) Consent of Independent Accountants.
(27) Financial Data Schedule
* Denotes a management contract or compensatory plan or arrangement.
2. Current Reports on Form 8-K were filed by the Company during the fourth
quarter of its fiscal year ended September 30, 1995 on the following dates:
On July 24, 1995 the Company filed a Current Report on Form 8-K describing
the sale by VCS Holding Company, a wholly-owned subsidiary of Ralston Purina
Company, of 100% of the capital stock of Continental Baking Company, a
subsidiary engaged in the wholesale baking business, to Interstate Bakeries
Corporation, and its wholly owned subsidiary Interstate Brands Corporation.
Unaudited Pro Forma Consolidated Financial Statements of Ralston Purina Company
at, or for periods ended, June 30, 1995 were filed as an exhibit to the Form 8-
K.
On September 29, 1995, the Company filed a Current Report on Form 8-K
describing the issuance and sale of $175,000,000 in aggregate principal amount
of the Company's 7 3/4% Debentures due October 1, 2015, and filing as an exhibit
the Terms Agreement dated September 27, 1995, between the Company, Morgan
Stanley & Co. Incorporated, Dillon, Read & Co. Inc. and A.G. Edwards & Sons,
Inc. and the Form of Debenture.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
RALSTON PURINA COMPANY
By /s/William P. Stiritz
William P. Stiritz
Chairman of the Board and
Chief Executive Officer
Date: December 15, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on December 15, 1995, by the following persons on
behalf of the registrant in the capacities indicated.
Signature Title
/s/William P. Stiritz
- ------------------------------- Chairman of the Board, Chief
William P. Stiritz Executive Officer, President
and Director
/s/James R. Elsesser
- ------------------------------- Vice President and Chief
James R. Elsesser Financial Officer
/s/Anita M. Wray
- ------------------------------- Vice President and Controller
Anita M. Wray
/s/David R. Banks
- ------------------------------- Director
David R. Banks
/s/John H. Biggs
- ------------------------------ Director
John H. Biggs
/s/Donald Danforth, Jr.
- ------------------------------ Director
Donald Danforth, Jr.
/s/William H. Danforth
- ------------------------------- Director
William H. Danforth
/s/David C. Farrell
- ------------------------------- Director
David C. Farrell
/s/M. Darrell Ingram
- ------------------------------ Director
M. Darrell Ingram
/s/Richard A. Liddy
- ------------------------------ Director
Richard A. Liddy
/s/John F. McDonnell
- ------------------------------ Director
John F. McDonnell
/s/Katherine D. Ortega
- ------------------------------ Director
Katherine D. Ortega
Financial Statement and Schedules
The consolidated financial statements of the Registrant have been
incorporated by reference under Item 8. Financial statements of the
Registrant's 50% or less owned companies have been omitted because, in the
aggregate, they are not significant.
Schedules not included have been omitted because they are not applicable or
BYLAWS
------
OF
RALSTON PURINA COMPANY
----------------------
(AS AMENDED NOVEMBER 16, 1995)
ARTICLE I - SHAREHOLDERS
------------------------
SECTION 1. ANNUAL MEETING: The annual meeting of shareholders shall be held
--------------------------
at the principal office of the Company, or at such other place either within or
without the State of Missouri as the Directors may from time to time determine,
at 2:00 P.M. on the third Thursday in January in each year, or such other time
as may be determined by the Chairman of the Board, or if said day be a legal
holiday then on the next succeeding business day, to elect Directors and
transact such other business as may properly come before the meeting.
SECTION 2. SPECIAL MEETINGS: Special meetings of shareholders may be called
----------------------------
by the Chairman of the Board, the President or the Secretary, or in any other
manner permitted by law; and each such meeting shall be held at such time, and
at such place either within or without the State of Missouri, as may be
specified in the notice thereof.
SECTION 3. NOTICE: Notice of each annual or special meeting of
------------------
shareholders, stating the time and place thereof, shall be served upon or mailed
to each shareholder of record entitled to vote at such meeting at least ten days
but not more than seventy days prior to the meeting. Such other or additional
notice shall be given as may be required by law.
SECTION 4. QUORUM: At any meeting of shareholders, the holders of a
------------------
majority of the outstanding shares entitled to vote thereat and the holders of a
majority of the votes of the outstanding shares entitled to vote thereat, and
present in person or represented by proxy, shall constitute a quorum for all
purposes. The holders of a majority of the outstanding shares present and
entitled to vote at any meeting and a majority of the votes of such shares may
adjourn the same from time to time to a specified date not more than ninety days
after such adjournment, without notice other than announcement at the meeting,
and any business may be transacted at such adjourned meeting as originally
notified.
At any meeting of shareholders, only such business shall be conducted as
shall have been properly brought before the meeting. In addition to any other
requirements imposed by or pursuant to law, the Articles or these Bylaws, each
item of business to be properly brought before a meeting must (i) be specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board or the persons calling the meeting pursuant to these
Bylaws; (ii) be otherwise properly brought before the meeting by or at the
direction of the Board; or (iii) be otherwise properly brought before the
meeting by a shareholder. For business to be properly brought before a meeting
by a shareholder, the shareholder must have given timely notice thereof in
writing to the Secretary of the Company. To be timely, a shareholder's notice
must be delivered to or mailed and received at the principal executive offices
of the Company not less than twenty-five days prior to the meeting; provided,
however, that in the event that less than, twenty-five days' notice or prior
public disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder to be timely must be so received not later than the
seventh day following the day on which such notice of the date of the meeting
was mailed or such public disclosure was made. A shareholder's notice to the
Secretary shall set forth as to each matter he or she proposes to bring before
the meeting (i) a brief description of the business desired to be brought before
the meeting and the reasons for conducting such business at the meeting; (ii)
the name and address, as they appear in the Company's shareholder records, of
the shareholder(s) proposing such business; (iii) the class and number of shares
of the Company's capital stock which are beneficially owned by the proposing
shareholder(s), and (iv) any material interest of the proposing shareholder(s)
in such business. Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at a meeting except in accordance with the
procedures set forth in this Section. The Chairman of the meeting shall, if the
facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the provisions of this
Section, and if he or she should so determine, shall so declare to the meeting
and any such business not properly brought before the meeting shall not be
transacted. The Chairman of the meeting shall have absolute authority to decide
questions of compliance with the foregoing procedures, and his or her ruling
thereon shall be final and conclusive.
SECTION 5. ORGANIZATION: Each meeting of shareholders shall be convened by
------------------------
the President, Secretary or other officer or person calling the meeting by
notice given in accordance with these Bylaws. The Chairman of the Board, or any
person appointed by the Chairman of the Board prior to any meeting of
shareholders, shall act as Chairman of each meeting of shareholders. In the
absence of the Chairman of the Board, or a person appointed by the Chairman of
the Board to act as Chairman of the meeting, the shareholders present at the
meeting shall designate a shareholder present to act as Chairman of the meeting.
The Secretary of the Company, or a person designated by the Chairman, shall act
as Secretary of each meeting of shareholders. Whenever the Secretary shall act
as Chairman of the meeting, or shall be absent, the Chairman of the meeting
shall appoint a shareholder present to act as Secretary of the meeting.
ARTICLE II - BOARD OF DIRECTORS
-------------------------------
SECTION 1. ELECTION; TENURE; QUALLFLCATLONS: The Board of Directors shall
--------------------------------------------
consist of not less than nine nor more than eighteen members, such Directors to
be classified in respect of the time for which they shall severally hold office
by dividing them into three classes of approximately equal size, each class to
be elected for a term of three years; and the number of Directors shall be fixed
by a resolution of the Board of Directors adopted from time to time.
Directors shall be elected at each annual meeting of shareholders, to hold
office until the expiration of the term of their respective class, or until
their respective successors shall be elected and shall qualify.
Nominations of persons for election to the Board of Directors of the
Company may be made at a meeting of shareholders by or at the direction of the
Board or any committee thereof designated by the Board, or by any shareholder of
the Company entitled to vote for the election of Directors at the meeting who
complies with the procedures set forth herein. In order for persons nominated to
the Board, other than those persons nominated by or at the direction of the
Board, to be qualified to serve on the Board, such nominations shall be made
pursuant to timely notice in writing to the Secretary of the Company. To be
timely, a shareholder's notice shall be delivered to or mailed and received by
the Secretary of the Company not less than twenty-five days prior to the
meeting; provided, however, that in the event that less than twenty-five days'
notice or prior public disclosure of the date of the meeting is given or made to
shareholders by the Company, notice by the shareholder to be timely must be so
received not later than the close of business on the seventh day following the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made. Such shareholder's notice shall set forth (i) as to each
person whom the shareholder proposes to nominate for election or re-election as
a Director, (A) the name, age, business address and residence address of such
person, (B) the principal occupation or employment of such person for the
previous five years, (C) the class and number of shares of the Company's capital
stock which are beneficially owned by such person, (D) such person's written
consent to being named as a nominee and to serving as a Director if elected, and
(E) any other information relating to such person that is required to be
disclosed in solicitations of proxies for election of Directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended, and (ii) as to the shareholder(s) making the nomination
(A) the name and address, as they appear in the Company's shareholder records,
of such shareholder(s) and (B) the class and number of shares of the Company's
capital stock which are beneficially owned by such shareholder(s). No person
shall be qualified for election as a Director of the Company unless nominated in
accordance with the procedures set forth in this Section 1. The Chairman of a
meeting shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the procedures prescribed by the
Bylaws, and if he or she should so determine, shall so declare to the meeting,
and the defective nomination shall be disregarded. The Chairman of a meeting
shall have absolute authority to decide questions of compliance with the
foregoing procedures, and his or her ruling thereon shall be final and
conclusive.
SECTION 2. POWERS: The Board of Directors shall have power to manage and
------------------
control the property and affairs of the Company, and to do all such lawful acts
and things which, in their absolute judgment and discretion, they may deem
necessary and appropriate for the expedient conduct
and furtherance of the Company's business.
SECTION 3. CHAIRMAN: The Directors shall elect one of their number to be
--------------------
Chairman of the Board. The Chairman shall preside at all meetings of the Board,
unless absent from such meeting, in which case, if there is a quorum, the
Directors present may elect another Director to preside at such meeting.
SECTION 4. MEETINGS: Regular meetings of the Board may be held without
--------------------
notice at such time and place either within or without the State of Missouri as
shall from time to time be determined by the Chairman of the Board. Special
meetings of the Board may be held at any time and place upon the call of the
Chairman of the Board, President, or Secretary of the Company.
SECTION 5. QUORUM: A majority of the full Board of Directors shall
------------------
constitute a quorum at all meetings of the Board, and the act of the majority of
the Directors present at any meeting at which a quorum is present shall be the
act of the Board of Directors unless a greater number of Directors is
required by the Articles of Incorporation, the Bylaws or by law. At any meeting
of Directors, whether or not a quorum is present, the Directors present thereat
may adjourn the same from time to time without notice other than announcement at
the meeting.
SECTION 6. VACANCIES: Vacancies on the Board and newly created
---------------------
directorships resulting from any increase in the number of Directors to
constitute the Board of Directors may be filled by a majority of the Directors
then in office, although less than a quorum, or by a sole remaining Director,
until the next election of Directors by the shareholders of the corporation.
SECTION 7. COMPENSATION OF DIRECTORS: The Board of Directors may, by
-------------------------------------
resolution passed by a majority of the whole Board, fix the terms and amount of
compensation payable to any person for his services as Director, if he is not
otherwise compensated for services rendered as an officer or employee of the
Company; provided, however, that any Director may be reimbursed for reasonable
and necessary expenses of attending meetings of the Board, or otherwise incurred
for any Company purpose; and provided, further, that members of special or
standing committees may also be allowed compensation and expenses similarly
incurred.
SECTION 8. COMMITTEES OF THE BOARD OF DIRECTORS: The Board of Directors
------------------------------------------------
may, by resolution passed by a majority of the whole Board, designate two or
more Directors to constitute an Executive Committee of the Board which shall
have and exercise all of the authority of the Board of Directors in the
management of the Company, in the intervals between meetings of the Board of
Directors. In addition, the Board may appoint any other committee or committees,
with such members, functions, and powers as the Board may designate. The Board
shall have the power at any time to fill vacancies in, to change the size or
membership of, or to dissolve, any one or more of such committees. Each such
committee shall have such name as may be determined by the Board, and shall keep
regular minutes of its proceedings and report the same to the Board of Directors
for approval as required.
ARTICLE III - OFFICERS
-----------------------
SECTION 1. OFFICERS; ELECTION: The officers of the Company shall be a
-------------------------------
Chairman of the Board, a Chief Executive Officer, a President, and a Secretary,
and may be, as the Board may from time to time designate, one or more Vice
Chairmen of the Board, one or more Executive Vice Presidents, one or more Senior
Vice Presidents, one or more Group Vice Presidents, one or more Vice Presidents,
a General Counsel, a Treasurer, a Controller, and one or more Assistant
Secretaries, Assistant Treasurers, and Assistant Controllers. All officers of
the Company shall be elected by the Board of Directors, except that Assistant
Secretaries, Assistant Treasurers and Assistant Controllers may be appointed by
the Chairman of the Board. Any two or more offices may be held by the same
person except the offices of Chairman of the Board and Secretary.
SECTION 2. TERMS: COMPENSATION: All officers of the Company shall hold
-------------------------------
office at the pleasure of the Board of Directors. The compensation each officer
is to receive from the Company shall be determined in such manner as the Board
of Directors shall from time to time prescribe.
SECTION 3. POWERS: DUTIES: Each officer of the Company shall have such
--------------------------
powers and duties as may be prescribed by resolution of the Board of Directors
or as may be assigned by the Board of Directors or the Chief Executive Officer.
SECTION 4. REMOVAL: Any officer elected by the Board of Directors may be
-------------------
removed by the Board of Directors whenever in its judgment the best interest of
the Company will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the officer so removed. The Chairman of the
Board may suspend any officer until the Board of Directors shall next convene.
ARTICLE IV - CAPITAL STOCK
--------------------------
SECTION 1. STOCK CERTIFICATES: All certificates of stock of the Company
------------------------------
shall be signed by the Chairman of the Board or the President or a Vice
President and the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer of the Company, and shall bear the corporate seal of the
Company. To the extent permitted by law, the signatures of such officers, and
the corporate seal, appearing on certificates of stock, may be facsimile,
engraved or printed. In case any such officer who signed or whose facsimile
signature appears on any such certificate shall have ceased to be such officer
before the certificate is issued, such certificate may nevertheless be issued by
the Company with the same effect as if such officer had not ceased to be such
officer at the date of its issue.
The Company shall not issue a certificate for a fractional share; however,
the Board of Directors may issue, in lieu of any fractional share, scrip or
other evidence of ownership upon such terms and conditions as it may deem
advisable.
All certificates of stock of each class and series shall be numbered
appropriately.
SECTION 2. RECORD OWNERSHIP: The corporation shall maintain a record of the
----------------------------
name and address of the holder of each certificate, the number of shares
represented thereby, and the date of issue and the number thereof. The Company
shall be entitled to treat the holder of record of any share of stock as the
holder in fact thereof, and accordingly it will not be bound to recognize any
equitable or other claim of interest in such share on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Missouri.
SECTION 3. TRANSFERS: Transfers of stock shall be made on the books of the
---------------------
Company only by direction of the person named in the certificate, or by an
attorney lawfully constituted in writing, and upon the surrender of the
certificate therefor.
SECTION 4. TRANSFER AGENTS; REGISTRARS: The Board of Directors shall, by
---------------------------------------
resolution, from time to time appoint one or more Transfer Agents, that may be
officers or employees of the Company, to make transfers of shares of stock of
the Company, and one or more Registrars to register shares of stock issued by or
on behalf of the Company. The Board of Directors may adopt such rules as it may
deem expedient concerning the issue, transfer and registration of stock
certificates of the Company.
SECTION 5. LOST CERTIFICATES: Each person whose certificate of stock has
-----------------------------
been lost, stolen or destroyed shall be entitled to have a replacement
certificate issued in the same name and for the same number of shares as the
original certificate, provided that such person has first filed with such
officers of the Company, Transfer Agents and Registrars, as the Board of
Directors may designate, an affidavit stating that such certificate was lost,
stolen or destroyed and a bond of indemnity, each in the form and with such
provisions as such officers, Transfer Agents and Registrars may reasonably deem
satisfactory.
SECTION 6. TRANSFER BOOKS; RECORD DATES: The Board of Directors shall have
----------------------------------------
power to close the stock transfer books of the Company as permitted by law;
provided, however, that in lieu of closing the said books, the Board of
Directors may fix in advance a date, not exceeding seventy days
preceding the date of any meeting of shareholders, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of shares shall go into effect, as a record
date for the determination of the shareholders entitled to notice of, and to
vote at, any such meeting, and any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights or to exercise
the rights in respect of any such change, conversion or exchange of shares, and
in such case such shareholders and only such shareholders as shall be
shareholders of record on the date of closing the transfer books or on the
record date so fixed shall be entitled to notice of, and to vote at, such
meeting, and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any shares on the books of the Company after
such date of closing of the transfer books or such record date fixed as
aforesaid.
ARTICLE V - OFFICES, SEAL, BOOKS, FISCAL YEAR
----------------------------------------------
SECTION 1. OFFICES: The principal office of the Company shall be located at
-------------------
Checkerboard Square, St. Louis, Missouri 63164.
SECTION 2. SEAL: The corporate seal of the Company shall be a circular
----------------
seal; the words "RALSTON PURINA COMPANY, ST. LOUIS, MO." shall be embossed in
the outer margin; a nine-square bordered design, and the symbol "SEAL 1894"
shall be embossed in the central circular field; an impression of the same is
set forth hereon.
SECTION 3. PLACE FOR KEEPING BOOKS AND SEAL: The books of the Company, and
--------------------------------------------
its corporate minutes and corporate seal, shall be kept in the custody of the
Secretary at the principal office of the Company, or at such other place or
places and in the custody of such other person or persons as the Board of
Directors may from time to time determine.
SECTION 4. FISCAL YEAR: The fiscal year of the Company shall commence with
-----------------------
AMENDED
AUGUST 9, 1995
DEFERRED COMPENSATION PLAN FOR
NON-MANAGEMENT DIRECTORS
1. General Provisions
1.1 Purpose of Plan
The purpose of the Plan is to enhance the profitability and value of
the Company for the benefit of its shareholders by providing a
supplemental retirement program to attract and retain qualified non-
management directors who have made or will make important
contributions to the success of the Company.
1.2 Definitions
(a) "Acquiring Person" means any person or group of Affiliates
or Associates who is or becomes the beneficial owner, directly or
indirectly, of shares representing 20% or more of the total votes
of the outstanding Stock entitled to vote at a meeting of
shareholders.
(b) "Affiliate" or "Associate" shall have the meanings set forth
as of March 1, 1990, in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as
amended.
(c) "Beneficiary" means the person or persons (including legal
entities) who have been designated in accordance with Section 3.2
hereof to receive benefits under this Plan following a
Participant's death.
(d) "Board" means the Board of Directors of Ralston Purina
Company.
(e) "Change in Control" means the time when (i) any person,
either individually or together with such person's Affiliates or
Associates, shall have become the beneficial owner, directly or
indirectly, of shares representing at least 50% of the total
votes of the outstanding shares of capital stock of the Company
entitled to vote at a meeting of shareholders and there shall
have been a public announcement of such occurrence by the Company
or such person or (ii) individuals who shall qualify as
Continuing Directors shall have ceased for any reason to
constitute at least a majority of the Board of Directors of
Ralston Purina Company; provided however, that in the case of
either clause (i) or clause (ii), a Change in Control shall not
be deemed to have occurred if the event shall have been approved
prior to the occurrence thereof by a majority of the Continuing
Directors who shall then be members of such Board of Directors.
(f) "Company" means Ralston Purina Company and its subsidiaries
and affiliates.
(g) "Compensation" means all or any part of any cash, or other
consideration to be paid to a Director by the Company as
directors' fees or retainers.
(h) "Continuing Director" means any member of the Board while
such person is a member of the Board, who is not an Affiliate or
Associate of an Acquiring Person or of any such Acquiring
Person's Affiliate or Associate and was a member of the Board
prior to the time when such Acquiring Person became an Acquiring
Person, and any successor of a Continuing Director, while such
successor is a member of the Board, who is not an Acquiring
Person or an Affiliate or Associate of an Acquiring Person or a
representative or nominee of an Acquiring Person or of any
Affiliate or Associate of such Acquiring Person and is
recommended or elected to succeed the Continuing Director by a
majority of the Continuing Directors.
(i) "Date of Crediting" means, with respect to any Compensation
deferred pursuant to the Plan, the first day of the month
following the date when such Compensation would otherwise be paid
to a Participant.
(j) "Director" means any member of the Board.
(k) "Market Value" means, in the case of any class or series of
Stock, the average of the closing prices of such class or series
as reported by the New York Stock Exchange - Composite
Transactions during the ten (10) trading days immediately
preceding the date in question, or, if the class or series of
Stock is not quoted on such composite tape or if such class or
series is not listed on such exchange, on the principal United
States securities exchange registered under the Securities
Exchange Act of 1934, as amended, on which the class or series of
Stock is listed, or if the class or series is not listed on any
such exchange, the average of the closing bid quotations with
respect to a share of the class or series of Stock during the ten
(10) days immediately preceding the date in question on the
NASDAQ Stock Market National Market System or any system then in
use, or if no such quotations are available, the fair market
value on the date in question of a share of the class or series
of Stock as determined by a majority of the Continuing Directors
in good faith.
(l) "Non-Management Director" means any Director who is not an
officer or employee of the Company.
(m) "Participant" means any Director who participates in the
Plan.
(n) "Plan" means the Deferred Compensation Plan for Non-
Management Directors, as amended.
(o) "Retirement" means a Director's resignation or removal as a
Director of the Company following attainment of age 70.
(p) "Stock" means shares of the Company's common stock, par
value $.10 per share, which consists of shares of a class of
common stock designated as Ralston-Ralston Purina Group Common
Stock (`RPG Stock'') or any such other security outstanding upon
the reclassification of the Company's RPG Stock or any other
outstanding class or series of common stock, including, without
limitation, any stock split-up, stock dividend, creation of
tracking stock, or other distributions of stock in respect of
stock, or any reverse stock split-up, or recapitalization of the
Company or any merger or consolidation of the Company with any
Affiliate, or any other transaction, whether or not with or into
or otherwise involving an Acquiring Person.
(q) "Year" means calendar year unless otherwise specified.
1.3 Eligibility and Participation
Any Non-Management Director who is entitled to Compensation is
eligible to participate in the Plan. An eligible Director becomes a
Participant in this Plan upon the effective date of an agreement
executed by the parties pursuant to Section 2.1(c).
1.4 Administration of the Plan
The Board shall administer the Plan and, in connection therewith,
shall have full power and sole discretion to approve or disapprove
eligible Directors' requests for deferral in any option; to impose on
any deferral any terms and conditions in addition to those set forth
in the Plan; to construe and interpret the Plan; to establish rules
and regulations; to delegate responsibilities to others to assist it
in administering the Plan or performing any responsibilities
hereunder; and to perform all other acts it believes reasonable and
proper in connection with the administration of the Plan.
1.5 Power to Amend
The power to amend, modify or terminate this Plan at any time is
reserved to the Board except that no amendment, modification or
termination which would reasonably be considered to be adverse to a
Participant or Beneficiary may apply to or affect the terms of any
deferral of Compensation deferred prior to the effective date of such
amendment, modification or termination, without the consent of the
Participant or Beneficiary affected thereby.
2. Deferral Options
2.1 Terms and Conditions
(a) Deferral options available - The options for deferral of
--------------------------
Compensation offered under this Plan shall consist of the Equity
Option, the Variable Interest Option and such other options as
the Board may from time to time determine. Prior to commencement
of directorships, or with respect to existing Directors, on or
before December 31 of the Year prior to the Year in which any
such Compensation will be earned, an eligible director may
request in writing that the Board approve a deferral either into
or under any single deferral option provided under this Plan, or
any combination thereof. The Board, in its sole discretion, may
permit amounts deferred by an eligible Director pursuant to any
other deferred compensation program of the Company to be
converted into any deferral option provided under this Plan.
Participants in this Plan shall be permitted once each calendar
year to transfer any amounts which have been deferred for at
least one year (other than Company Matching Deferrals, as
hereinafter defined) in an account credited with Stock
equivalents (a `Stock Equivalent Account'') or a Deferred Cash
Account established pursuant to the Variable Interest Option.
Company Matching Deferrals may not be transferred from the Stock
Equivalent Account to which they are originally credited.
(b) Source of terms and conditions - Any deferral under the Plan
------------------------------
shall be subject to the provisions of the Plan, any other
conditions imposed by law, and the terms of any award of
Compensation. Approval of a deferral of Compensation shall in no
event constitute a waiver by the Company of any conditions to the
receipt of such Compensation.
(c) Written agreement - Every deferral that is approved by the
-----------------
Board or its designees shall be made pursuant to a written
agreement signed by the Participant and the Company. Any
modifications or amendments to such agreement shall also be in
writing, signed by the parties. In the event of any conflict or
inconsistency between the terms of such written agreement and the
terms of the Plan, such written agreement shall control.
2.2 Equity Option
(a) Stock equivalents - Upon approval of a deferral in the
-----------------
Equity Option, a "Stock Equivalent Account" shall be established
in the Participant's name. Stock equivalents and fractions
thereof shall be credited to such Stock Equivalent Account in an
amount determined by dividing the amount of Compensation to be
deferred in each such account by the Market Value of the relevant
Stock on the Date of Crediting. Upon the occurrence of any stock
split-up, stock dividend, issuance of any tracking stock,
combination or reclassification with respect to any outstanding
series or class of Stock, or consolidation, merger or sale of all
or substantially all of the assets of the Company, the number of
Stock equivalents in each Stock Equivalent Account shall, to the
extent appropriate, be adjusted accordingly.
(b) Company Matching Deferral - Upon a deferral into the Equity
-------------------------
Option and the associated crediting of Stock equivalents to a
Participant's Stock Equivalent Account, the Company shall credit
each such Stock Equivalent Account, on the same Date of
Crediting, with additional Stock equivalents equal to 25% of the
Compensation deferred into each such Stock Equivalent Account
divided by the Market Value of the relevant Stock on the Date of
Crediting. Such additionally credited Stock equivalents, and all
dividend equivalents associated therewith, are hereinafter
referred to as "Company Matching Deferrals".
(c) Time of crediting - Deferrals in Stock equivalents shall be
-----------------
credited to a Participant's Stock Equivalent Account on the Date
of Crediting.
(d) Dividend Equivalents - To the extent dividends on any class
--------------------
or series of outstanding Stock are paid, dividend equivalents and
fractions thereof shall be calculated with respect to balances of
such Stock equivalents in any Stock Equivalent Account, converted
to additional equivalents of such Stock and credited to the
appropriate Stock Equivalent Account as of the dividend payment
dates. The number of Stock equivalents to be credited as of each
such date shall be determined by dividing the amount of the
dividend equivalent by the Market Value of the relevant Stock on
the dividend payment date. The Participant's Stock Equivalent
Account shall continue to earn such dividend equivalents until
fully distributed if distributed in Stock, otherwise such
dividend equivalents shall be earned only until the time of a
Participant's Retirement or other termination or the effective
date of the commencement of total and permanent disability. At
the discretion of the Committee, dividend equivalents may be
credited in cash to a Deferred Cash Account established or
existing for the Participant under the "Variable Interest
Option", described in Section 2.3 hereof, instead of converting
them to additional Stock equivalents.
(e) Form of distribution - Distributions under this Option,
--------------------
including distributions of Company Matching Deferrals, shall be
in cash. The amount of cash to be distributed shall be the
number of whole and/or fractional Stock equivalents in each Stock
Equivalent Account multiplied by the Market Value of the relevant
class or series of Stock on the date of the Participant's
Retirement or other termination or the effective date of the
determination of total and permanent disability, with interest
accruing, at the rate described in Section 2.3(a) hereof, from
such date of Retirement, other termination or determination of
disability until the time of distribution.
(f) Time of distribution to Participant - All amounts due to the
-----------------------------------
Participant under the Equity Option shall be payable on the 60th
day following the Participant's Retirement or other termination.
Distributions to Participants found to be totally and permanently
disabled shall be on the 60th day following the determination of
such disability. No amounts shall be payable to a Participant
prior to such Participant's Retirement, other termination or
total and permanent disability.
(g) Distribution upon death - In the event of the Participant's
-----------------------
death, all amounts due under this Option shall be paid to the
Beneficiary; but if none is designated then benefits shall be
paid to Participant's estate or as provided by law. Distribution
in full shall be made on the 60th day following the Participant's
death.
(h) Change in Control - Upon a Change in Control, deferrals into
-----------------
the Equity Option will no longer be permitted and each Stock
Equivalent Account shall be immediately converted into a Deferred
Cash Account established pursuant to Section 2.3(a) hereof. The
amount of cash to be credited to each such Deferred Cash Account
shall be equal to the number of whole and/or fractional Stock
equivalents in each Stock Equivalent Account multiplied by the
Market Value as of the Change in Control. Each Participant whose
Stock Equivalent Account is hereby converted to a Deferred Cash
Account shall have the right, at his sole discretion, to convert
such Deferred Cash Account into any other deferral option which
may thereafter be established pursuant to the Plan or any other
deferred compensation plan established by the Company or any
successor.
2.3 Variable Interest Option
(a) Interest equivalents - Upon approval of a deferral in the
--------------------
Variable Interest Option, a "Deferred Cash Account" shall be
established in the Participant's name. The amount of
Compensation being deferred under this option will be credited to
this account on or before the Date of Crediting. Interest
equivalents on amounts deferred under this option shall be
calculated annually as of December 31 of each year for the period
from the Date of Crediting until December 31, or, if such period
is greater than one year, for the one-year period commencing with
the previous January 1. Such equivalents shall be based on the
average of the daily close of business prime rates for the 365
days of such year, with respect to amounts credited prior to such
year, or, with respect to amounts credited during such year, for
the number of days from the Date of Crediting. The daily close
of business prime rates shall be as established by Morgan
Guaranty Trust Company of New York or such other bank as may be
designated by the Board. At distribution, interest equivalents
shall be similarly calculated on amounts in the Deferred Cash
Account based on average daily prime rates from the preceding
January 1, or, if later, the Date of Crediting, through the date
of distribution, and added to the total to be distributed. The
crediting of interest equivalents to the Participant's Deferred
Cash Account shall continue until the balance in such account is
fully distributed.
(b) Time of crediting - The interest equivalents calculated each
-----------------
December 31 shall be credited to a Participant's Deferred Cash
Account on January 1 of the next Year. Prior to distribution to
a Participant pursuant to Section 2.3(d) hereof, interest
equivalents calculated as described above shall be credited to
such Participant's Deferred Cash Account.
(c) Form of distribution - Distribution under this option shall
--------------------
be in cash.
(d) Time of distribution to Participant - All amounts due to the
-----------------------------------
Participant under the Variable Interest Option shall be payable
on the 60th day following the Participant's Retirement or other
termination. Distributions to Participants found to be totally
and permanently disabled shall be on the 60th day following the
determination of such disability. No amounts shall be payable to
a Participant prior to such Participant's Retirement, other
termination or total and permanent disability.
(e) Distribution upon death - In the event of the Participant's
-----------------------
death, all amounts due under this Option shall be paid to the
Beneficiary; but if none is designated then benefits shall be
paid to Participant's estate or as provided by law. Distribution
in full shall be made in a lump sum on the 60th day following the
Participant's death.
3. Other Governing Provisions
3.1 Company's Obligations Unfunded - All benefits due a Participant or a
------------------------------
Beneficiary under this Plan are unfunded and unsecured and are payable
out of the general funds of the Company. The Company, in its sole and
absolute discretion, may establish a "grantor trust" for the payment
of benefits and obligations hereunder, the assets of which shall be at
all times subject to the claims of creditors of the Company as
provided for in such trust, provided that such trust does not alter
the characterization of the Plan as an "unfunded plan" for purposes of
the Employee Retirement Income Security Act, as amended. Such trust
shall make distributions in accordance with the terms of the Plan.
3.2 Beneficiary Designation - A Participant may file with the Secretary of
-----------------------
the Company a written designation of a beneficiary or beneficiaries
(subject to such limitations as to the classes and number of
beneficiaries and contingent beneficiaries as the Board may from time
to time prescribe) to receive, following the death of the Participant,
benefits payable under any option of the Plan. The Board reserves the
right to review and approve beneficiary designations. A Participant
may from time to time revoke or change any such designation of
beneficiary and any designation of beneficiary under the Plan shall be
controlling over any other disposition, testamentary or otherwise;
provided, however, that if the Board shall be in doubt as to the right
of such beneficiary to receive any benefits under the Plan, the Board
may determine to recognize only the rights of the legal representative
of the Participant, in which case the Company, the Board and the
members thereof shall not be under any further liability to anyone.
3.3 Hardship Withdrawals - The Board in its sole and absolute discretion
--------------------
may permit withdrawal by a Participant of any amount from his accounts
under the Equity Option or the Variable Interest Option, if the Board
determines, in its discretion, that such funds are needed due to
serious and immediate financial hardship from an unforeseeable
emergency. Serious and immediate financial hardship to the
Participant must result from a sudden and unexpected illness or
accident of the Participant or a dependent, loss of property due to
casualty, or other similar extraordinary and unforeseeable
circumstances arising from events beyond the control of the
Participant. A distribution based upon such financial hardship cannot
exceed the amount necessary to meet such immediate financial need. In
addition, the Board may impose suspensions or other penalties as a
condition to such withdrawals.
3.4 Transferability of Benefits - The right to receive payment of benefits
---------------------------
under this Plan shall not be transferred, assigned or pledged except
by beneficiary designation, will or pursuant to the laws of descent
and distribution.
3.5 Address of Participant or Beneficiary - A Participant shall keep the
-------------------------------------
Company apprised of his current address and that of any Beneficiary at
all times during his participation in the Plan. At the death of a
Participant, a Beneficiary who is entitled to receive payment of
benefits under the Plan shall keep the Company apprised of his current
address until the entire amount to be distributed to him has been
paid.
3.6 Taxes - Any taxes required to be withheld under applicable federal,
-----
state or local tax laws or regulations may be withheld from any
payment due hereunder.
3.7 Gender - The use of masculine pronouns herein shall be deemed to
------
include both males and females.
i:\dcpnmd.895
Amended November 6, 1995
RALSTON PURINA COMPANY
DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES
--------------------------------------------
1. GENERAL PROVISIONS
1.1 PURPOSE OF PLAN
The purpose of the Plan is to enhance the profitability and value of the
Company for the benefit of its shareholders by providing a supplemental
retirement program to attract, retain and motivate a select group of key
employees who make important contributions to the success of the Company.
1.2 DEFINITIONS
(a) "Acquiring Person" means any person or group of Affiliates or
Associates who is or becomes the beneficial owner, directly or
indirectly, of shares representing 20% or more of the total votes of
the outstanding stock entitled to vote at a meeting of shareholders.
(b) "Affiliate" or "Associate" shall have the meanings set forth in Rule
12b-2 of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended.
(c) `Beneficial Owner'' shall mean a person who shall be deemed to have
acquired `beneficial ownership'' of, or to ``beneficially own'', any
securities:
(i.) which such person or any of such person's Affiliates or
Associates beneficially owns, directly or indirectly;
(ii.) which such person or any of such person's Affiliates or
Associates has (A) the right to acquire (whether such right is
exercisable immediately or only after the passage of time)
pursuant to any agreement, arrangement or understanding (other
than customary agreements with and between underwriters and
selling group members with respect to a bona fide public offering
of securities), or upon the exercise of currently exercisable
conversion or exchange rights, warrants or options, or otherwise;
provided, however, that a person shall not be deemed the
Beneficial Owner of, or to beneficially own, securities tendered
pursuant to a tender or exchange offer made by or on behalf of
such person or any of such person's Affiliates or Associates
until such tendered securities are accepted for purchase or
exchange; or (B) the right to vote pursuant to any agreement,
arrangement or understanding; provided, however, that a person
shall not be deemed the Beneficial Owner of, or to beneficially
own, any security if the agreement, arrangement or understanding
to vote such security (1) arises solely from a revocable proxy or
consent given to such person in response to a public proxy or
consent solicitation made pursuant to, and in accordance with,
the applicable rules and regulations promulgated under the
Exchange Act and (2) is not also then reportable on Schedule 13D
under the Exchange Act (or any comparable or successor report);
or
(iii.) which are beneficially owned, directly or indirectly, by any
other person with which such person or any of such person's
Affiliates or Associates has any agreement, arrangement or
2
understanding (other than customary agreements with and between
underwriters and selling group members with respect to a bona
fide public offering of securities) for the purpose of acquiring,
holding, voting or disposing of any securities of Company.
Notwithstanding anything in this definition of `Beneficial
Owner''to the contrary, the phrase ``then outstanding'', when
used with reference to a person's beneficial ownership of
securities of Company, shall mean the number of such securities
then issued and outstanding together with the number of such
securities not then actually issued and outstanding which such
person would be deemed to own beneficially hereunder.
(d) "Beneficiary" means the person or persons (including legal entities)
who have been designated in accordance with Section 3.2 hereof to
receive benefits under this Plan following a Participant's death.
(e) "Change of Control" shall mean the time when (A) any Acquiring person,
either individually or together with such person's Affiliates or
Associates, shall have become the Beneficial Owner, directly or
indirectly, of more than 20% of the total votes of the outstanding
stock of Ralston Purina Company; (B) individuals who shall qualify as
Continuing Directors shall have ceased for any reason to constitute at
least a majority of the Board of Directors of Ralston Purina Company;
or (C) a majority of the individuals who shall qualify as Continuing
Directors shall approve a declaration that a Change of Control has
occurred.
(f) "Committee" means the Human Resources Committee of the Board of
Directors of Ralston Purina Company or any successor to such
Committee.
3
(g) "Company" means Ralston Purina Company and its subsidiaries and
affiliates.
(h) "Compensation" means all or any part of any cash or other
consideration to be paid to an Employee for services rendered or to be
rendered to the Company.
(i) "Continuing Director" means any member of the Board of Directors of
Ralston Purina Company, while such person is a member of such Board,
who is not an Affiliate or Associate of an Acquiring Person or of any
such Acquiring Person's Affiliate or Associate and was a member of
such Board prior to the time when such Acquiring Person became an
Acquiring Person, and any successor of a Continuing Director, while
such successor is a member of such Board, who is not an Acquiring
Person or an Affiliate or Associate of an Acquiring Person or a
representative or nominee of an Acquiring Person or of any Affiliate
or Associate of such Acquiring Person and is recommended or elected to
succeed the Continuing Director by a majority of the Continuing
Directors.
(j) "Corporate Compensation Department" means the Corporate Compensation
Department of Ralston Purina Company or any successor department or
individual performing the same functions.
(k) "Date of Crediting" means, with respect to any Compensation deferred
pursuant to the Plan, the first day of November of the year during
which such Compensation would otherwise be paid to a Participant,
provided, however, with respect to the deferral of special, not
annual, bonuses which are not paid at the same time as annual bonuses
and which are deferred pursuant to the Plan, Date of Crediting shall
4
mean the date on which such Compensation would otherwise be paid to a
Participant.
(l) "Employee" means any regular employee of the Company.
(m) "Market Value" means, in the case of any class or series of Stock, the
average of the closing prices of such class or series as reported by
the New York Stock Exchange - Composite Transactions during the ten
(10) trading days immediately preceding the date in question, or, if
the class or series of Stock is not quoted on such composite tape or
if such class or series is not listed on such exchange, on the
principal United States securities exchange registered under the
Securities Exchange Act of 1934, as amended, on which the class or
series of Stock is listed, or if the class or series is not listed on
any such exchange, the average of the closing bid quotations with
respect to a share of the class or series of Stock during the ten (10)
days immediately preceding the date in question on the NASDAQ Stock
Market National Market System or any system then in use, or if no such
quotations are available, the fair market value on the date in
question of a share of the class or series of Stock as determined by a
majority of the Continuing Directors in good faith.
(n) "Participant" means any Employee who participates in the Plan.
(o) "Plan" means the Deferred Compensation Plan for Key Employees, as
amended.
(p) `Plan Administrator'' means Wachovia Bank of North Carolina, N. A.
(q) "Retirement" means an Employee's voluntary or involuntary termination
of employment with the Company following attainment of age 55.
5
(r) "Stock" means shares of the Company's common stock, par value $.10 per
share, which consists of shares of a class of common stock designated
as Ralston-Ralston Purina Group Common Stock ("RPG Stock") or any such
other security outstanding upon the reclassification or redesignation
of the Company's RPG Stock or any other outstanding class or series of
common stock, including, without limitation, any stock split-up, stock
dividend, creation of tracking stock, or other distributions of stock
in respect of stock, or any reverse stock split-up, or
recapitalization of the Company or any merger or consolidation of the
Company with any Affiliate, or any other transaction, whether or not
with or into or otherwise involving an Acquiring Person.
(s) "Termination for Cause" means a Participant's termination of
employment with the Company because the Participant willfully engaged
in gross misconduct; provided, however, that a "Termination for Cause"
shall not include a termination attributable to:
(i) poor work performance, bad judgment or negligence on the
part of the Participant; or
(ii) an act or omission reasonably believed by the Participant in
good faith to have been in or not opposed to the best interests
of his employer and reasonably believed by the Participant to be
lawful.
(t) "Year" means calendar year unless otherwise specified.
1.3 ELIGIBILITY AND PARTICIPATION
Any Employee who is entitled to Compensation, and who is permitted to
request the deferral of such Compensation by the Committee, is eligible to
6
participate in the Plan. An eligible Employee becomes a Participant in
this Plan upon the effective date of an agreement executed by the parties
pursuant to Section 2.1(c).
1.4 APPROVAL OF DEFERRALS AND ADMINISTRATION OF THE PLAN
The Committee shall have full power and sole discretion to designate or
approve Employees eligible to participate in the Plan; to designate types
of Compensation which may be deferred; to approve or disapprove eligible
Employees' requests for deferral into or under any option; and to impose on
any deferral any terms and conditions in addition to those set forth in the
Plan.
The Plan Administrator shall administer the Plan and, in connection
therewith, shall have full power and sole discretion to construe and
interpret the Plan; to establish rules and regulations; to delegate
responsibilities to others to assist it in administering the Plan or
performing any responsibilities hereunder; and to perform all other acts it
believes reasonable and proper in connection with the administration of the
Plan.
1.5 POWER TO AMEND
The power to amend, modify or terminate this Plan at any time is reserved
to the Committee except that the Chief Executive Officer of the Company may
make amendments to resolve ambiguities, supply omissions and cure defects,
and may make any amendments deemed necessary or desirable to comply with
federal tax law or regulations to avoid loss of qualification or adverse
tax consequences, and any other amendments deemed necessary or desirable,
which shall be reported to the Committee. Notwithstanding the foregoing,
no amendment, modification or termination which would reasonably be
7
considered to be adverse to a Participant or Beneficiary may apply to or
affect the terms of any deferral of Compensation prior to the effective
date of such amendment, modification or termination, without the consent of
the Participant or Beneficiary affected thereby.
2. DEFERRAL OPTIONS
2.1 TERMS AND CONDITIONS
(a) Deferral options available - The options for deferral of Compensation
--------------------------
offered under this Plan shall consist of the Equity Option, the
Variable Interest Option and such other options as the Committee may
from time to time determine. Prior to commencement of employment, or
with respect to existing Employees, on or before December 31 of the
Year prior to the Year in which any such Compensation will be earned,
an eligible Employee may request in writing that the Committee approve
a deferral either into or under any single deferral option provided
under this Plan, or any combination thereof. The Committee, in its
sole discretion, may permit amounts deferred by an eligible Employee
pursuant to any other deferred compensation program of the Company to
be converted into any deferral option provided under this Plan.
Participants in this Plan shall be permitted once each calendar year,
in such manner and at such time as may be determined by the Plan
Administrator, to transfer any amounts which have been deferred for at
least one year (other than Company Matching Deferrals, as hereinafter
defined) in an account credited with Stock equivalents (a "Stock
Equivalent Account') or a Deferred Cash Account established pursuant
8
to the Variable Interest Option, as the case may be, to any other
account established pursuant to the Equity Option or the Variable
Interest Option. Company Matching Deferrals may not be transferred
from the Stock Equivalent Account to which they are originally
credited.
(b) Source of terms and conditions - Any deferral under the Plan shall be
------------------------------
subject to the provisions of the Plan, any other conditions imposed by
law, and the terms of any award of Compensation. Approval of a
deferral of Compensation shall in no event constitute a waiver by the
Company of any conditions to the receipt of such Compensation.
(c) Written agreement - Every deferral that is approved by the Committee
-----------------
shall be made pursuant to a written agreement signed by the
Participant and the Company. Any modifications or amendments to such
agreement shall also be in writing, signed by the parties. In the
event of any conflict or inconsistency between the terms of such
written agreement and the terms of the Plan, such written agreement
shall control.
2.2 EQUITY OPTION
(a) Stock equivalents - Upon approval of a deferral in the Equity Option,
-----------------
a `Stock Equivalent Account'' shall be established in the
Participant's name. Stock equivalents and fractions thereof shall be
credited to such Stock Equivalent Account in an amount determined by
dividing the amount of Compensation to be deferred in each such
account by the Market Value of the relevant Stock on the Date of
Crediting. Upon the occurrence of any stock split-up, stock dividend,
9
issuance of any tracking stock, combination or reclassification with
respect to any outstanding series or class of Stock, or consolidation,
merger or sale of all or substantially all of the assets of the
Company, the number of Stock equivalents in each Stock Equivalent
Account shall, to the extent appropriate, be adjusted accordingly.
(b) Company Matching Deferral - The Chief Executive Officer may, in his or
-------------------------
her sole discretion, determine that the additional matching deferral
described in this subparagraph (b) shall be made with respect to
Participant deferrals in any specific fiscal year of the Company.
Absent such determination with respect to any such fiscal year
deferrals, no Participant shall be entitled to the additional matching
deferrals described herein. Upon such determination by the Chief
Executive Officer and upon a deferral into the Equity Option and the
associated crediting of Stock equivalents, to a Participant's
appropriate Stock Equivalent Account, the Company shall credit each
such Stock Equivalent Account, on the same Date of Crediting, with
additional Stock equivalents, equal to a percentage (as determined by
the Chief Executive Officer) of the Compensation being deferred at
that time into each such Stock Equivalent Account divided by the
Market Value of the relevant Stock on the Date of Crediting. Such
additionally credited Stock equivalents, and all dividend equivalents
associated therewith, are hereinafter referred to as "Company Matching
Deferrals".
A Company Matching Deferral shall not vest until a Participant has
been employed by the Company for a period of at least 5 years
following the relevant Date of Crediting with respect to such Company
Matching Deferral, and all non-vested Company Matching Deferrals shall
be forfeited upon a Participant's termination of employment with the
10
Company; provided, however, if a Participant's termination of
employment is by reason of Retirement, 20% of a Participant's
otherwise non-vested Company Matching Deferrals shall be deemed vested
for each full year of the Participant's employment with the Company
following deferral. Notwithstanding the above, all vested Company
Matching Deferrals shall also be forfeited upon a Participant's
Termination for Cause or voluntary termination of employment prior to
attaining age 55, unless, in the case of a voluntary termination, such
termination was previously approved by the Chief Executive Officer of
the Company.
In addition, if at any time within two years after a Participant's
termination of employment prior to age 55, the Committee determines
that the Participant has engaged in competition with the Company, the
Participant's right to the Company Matching Deferrals shall be
forfeited and the Participant shall promptly, upon written demand by
the Company, remit all Company Matching Deferrals paid to him or her
upon termination to the Company. The determination that a Participant
is engaging in competition with the Company shall be made by the
Committee in its sole and absolute discretion. In exercising its
discretion, the Committee shall consider, among other factors, the
nature of the competitive activity, the potential harm to the Company
which may result from the competitive activity, the Participant's
ability to find non-competitive employment and the Participant's
financial need. Upon request, the Committee shall advise a
Participant whether it deems an activity in which the Participant
proposes to engage to be a competitive activity.
Notwithstanding the above, however, upon a Change of Control there
will be no forfeiting of Company Matching Deferrals in the event of a
Participant's engaging in competition with the Company.
11
(c) Time of crediting - Deferrals in Stock equivalents shall be credited
-----------------
to a Participant's Stock Equivalent Account or Accounts on the Date of
Crediting.
(d) Dividend Equivalents - To the extent dividends on any class or series
--------------------
of outstanding Stock are paid, dividend equivalents and fractions
thereof shall be calculated with respect to balances of such Stock
equivalents in any Stock Equivalent Account, converted to additional
equivalents of such Stock and credited to the appropriate Stock
Equivalent Account as of the dividend payment dates. The number of
Stock equivalents to be credited as of each such date shall be
determined by dividing the amount of the dividend equivalent by the
Market Value of the relevant Stock on the dividend payment date. The
Participant's Stock Equivalent Account or Accounts shall continue to
earn such dividend equivalents until fully distributed if distributed
in Stock, otherwise such dividend equivalents shall be earned only
until the time of a Participant's Retirement or other termination or
the effective date of the commencement of total and permanent
disability. At the discretion of the Committee, dividend equivalents
may be credited in cash to a Deferred Cash Account established or
existing for the Participant under the "Variable Interest Option",
described in Section 2.3 hereof, instead of converting them to
additional Stock equivalents.
(e) Other conditions of award - Deferrals in the Equity Option are "Other
-------------------------
Stock Awards" under the Ralston Purina Company Incentive Stock Plan
and are subject to the provisions of that plan in addition to the
terms of this Plan.
12
(f) Form of distribution - Distributions under this option, including
--------------------
distributions of Company Matching Deferrals, shall be in the form of
Stock with cash for any fractional shares, unless the Committee in its
discretion changes the form of distribution to all cash or any other
combination of any class or series of Stock and/or cash; provided,
however, that any distribution by a trust established pursuant to
Section 3.1 hereof shall be in the form of cash. Notwithstanding the
above, any distributions to officers of the Company that file periodic
reports pursuant to Section 16(a) of the Securities Exchange Act of
1934, as amended, shall be in the form of cash. The amount of cash to
be distributed shall be the number of whole Stock equivalents in each
Stock Equivalent Account multiplied by the Market Value of the
relevant class or series of Stock on the date of the Participant's
Retirement or other termination or the effective date of the
determination of total and permanent disability with interest
accruing, at the rate described in Section 2.3(a) hereof, from such
date of Retirement, other termination or determination of disability
until the time of distribution.
(g) Time of distribution to Participant - Subject to the provisions of
-----------------------------------
Section 3.4, all amounts due to the Participant under the Equity
Option shall be payable on the 60th day following the Participant's
Retirement or other termination. Distributions to Participants found
to be totally and permanently disabled shall be on the 60th day
following the determination of such disability. No amounts shall be
payable to a Participant prior to such Participant's Retirement, other
termination or total and permanent disability. Notwithstanding the
foregoing, in the event Ralston Purina Company is in default of its
funding obligations under the Trust Agreement dated as of September
13
15, 1994, between Ralston Purina Company and Wachovia Bank of North
Carolina, N. A., as amended, and it fails to cure such default in a
timely manner as provided under such Trust Agreement, the Plan
Administrator shall, as soon as practicable, pay to each Participant
or Beneficiary all amounts credited to the Stock Equivalent Account of
each Plan Participant or Beneficiary, except to the extent such
individual elects, before the date such payments are made, to continue
to defer receipt of such payment.
(h) Distribution upon death - In the event of the Participant's death, all
-----------------------
amounts due under this Option shall be paid to the Beneficiary; but if
none is designated then benefits shall be paid to Participant's estate
or as provided by law. Distribution in full shall be made on the 60th
day following the Participant's death.
(i) Change of Control - Upon a Change of Control, deferrals into the
-----------------
Equity Option will no longer be permitted and each Stock Equivalent
Account shall be immediately converted into a Deferred Cash Account
established pursuant to Section 2.3(a) hereof. The amount of cash to
be credited to each such Deferred Cash Account shall be equal to the
number of whole and/or fractional Stock equivalents in each Stock
Equivalent Account multiplied by the Market Value of the relevant
class or series of Stock as of the Change in Control. Each
Participant whose Stock Equivalent Account is hereby converted to a
Deferred Cash Account shall have the right, at his or her sole
discretion, to convert such Deferred Cash Account into any other
deferral option which may thereafter be established pursuant to the
Plan or any other deferred compensation plan established by the
Company or any successor.
2.3 VARIABLE INTEREST OPTION
14
(a) Interest equivalents - Upon approval of a deferral in the Variable
--------------------
Interest Option, a "Deferred Cash Account" shall be established in the
Participant's name. The amount of Compensation being deferred under
this option will be credited to this account on or before the Date of
Crediting. Interest equivalents on amounts deferred under this option
shall be calculated annually as of October 31 of each year for the
period from the Date of Crediting until October 31, or, if such period
is greater than one year, for the one-year period commencing with the
previous November 1. Such equivalents shall be based on the average
of the daily close of business prime rates for the 365 days of such
year, with respect to amounts credited prior to such year, or, with
respect to amounts credited during such year, for the number of days
from the Date of Crediting. The daily close of business rates shall
be as established by Morgan Guaranty Trust Company of New York or such
other bank as may be designated by the Committee. At distribution,
interest equivalents shall similarly be calculated on amounts in the
Deferred Cash Account based on average daily prime rates from the
preceding November 1, or, if later, the Date of Crediting, through the
date of distribution, and added to the total to be distributed. The
crediting of interest equivalents to the Participant's Deferred Cash
Account shall continue until the balance in such account is fully
distributed.
(b) Time of crediting - The interest equivalent calculated each October 31
-----------------
shall be credited to a Participant's Deferred Cash Account on November
1 of that Year. Prior to distribution to a Participant pursuant to
Section 2.3(d) hereof, interest equivalents calculated as described
above shall be credited to such Participant's Deferred Cash Account.
15
(c) Form of distribution - Distribution under this option shall be in
--------------------
cash; provided, however, that prior to a Change in Control, the
Committee in its discretion may, other than with respect to the
officers referred to in Section 2.2(d) hereof, change the form to any
class or series of Stock or a combination of cash and any class or
series of Stock.
(d) Time of distribution to Participant - All amounts due to the
-----------------------------------
Participant under the Variable Interest Option shall be payable on the
60th day following the Participant's Retirement or other termination.
Distributions to Participants found to be totally and permanently
disabled shall be on the 60th day following the determination of such
disability. No amounts shall be payable to a Participant prior to
such Participant's Retirement, other termination or total and
permanent disability. Notwithstanding the foregoing, in the event
Ralston Purina Company is in default of its funding obligations under
the Trust Agreement dated as of September 15, 1994, between Ralston
Purina Company and Wachovia Bank of North Carolina, N. A., as amended,
and it fails to cure such default in a timely manner as provided under
such Trust Agreement, the Plan Administrator shall, as soon as
practicable, pay to each Participant or Beneficiary all amounts
credited to the Stock Equivalent Account of each Plan Participant or
Beneficiary, except to the extent such individual elects, before the
date such payments are made, to continue to defer receipt of such
payment.
(e) Distribution upon death - In the event of the Participant's death, all
-----------------------
amounts due under this Option shall be paid to the Beneficiary; but if
none is designated then benefits shall be paid to Participant's estate
16
or as provided by law. Distribution in full shall be made on the 60th
day following the Participant's death.
3. OTHER GOVERNING PROVISIONS
3.1 COMPANY'S OBLIGATIONS UNFUNDED
All benefits due a Participant or a Beneficiary under this Plan are
unfunded and unsecured and are payable out of the general funds of the
Company. If a ``rantor trust'' is established for the payment of benefits
and obligations hereunder, the assets of such trust shall be at all times
subject to the claims of creditors of the Company as provided for in such
trust. The establishment of such trust shall not alter the
characterization of the Plan as an "unfunded plan" for purposes of the
Employee Retirement Income Security Act, as amended. Such trust shall make
distributions in accordance with the terms of the Plan.
3.2 BENEFICIARY DESIGNATION
A Participant may file with the Corporate Compensation Department a written
designation of a Beneficiary or beneficiaries (subject to such limitations
as to the classes and number of beneficiaries and contingent beneficiaries
as the Plan Administrator may from time to time prescribe) to receive,
following the death of the Participant, benefits payable under any option
of the Plan. The Plan Administrator reserves the right to review and
approve Beneficiary designations. A Participant may from time to time
revoke or change any such designation of Beneficiary and any designation of
Beneficiary under the Plan shall be controlling over any other disposition,
testamentary or otherwise; provided, however, that if the Plan
17
Administrator shall be in doubt as to the right of any such Beneficiary to
receive any benefits under the Plan, the Plan Administrator may determine
to recognize only the rights of the legal representative of the
Participant, in which case the Company, the Plan Administrator and the
members thereof shall not be under any further liability to anyone.
3.3 HARDSHIP WITHDRAWALS
The Plan Administrator in its sole and absolute discretion may permit
withdrawal by a Participant of any amount from his accounts if the Plan
Administrator determines, in its discretion, that such funds are needed due
to serious and immediate financial hardship from an unforeseeable
emergency. Serious and immediate financial hardship to the Participant
must result from a sudden and unexpected illness or accident of the
Participant or a dependent, loss of property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising from events
beyond the control of the Participant. A distribution based
upon such financial hardship cannot exceed the amount necessary to meet
such immediate financial need. In addition, the Plan Administrator may
impose suspensions or other penalties as a condition to such withdrawals.
3.4 CLAIM PROCEDURE
Each Participant or Beneficiary who believes his claim for benefits has
been wholly or partially denied shall have the right to request the Plan
Administrator or its delegee to review such denial. A request for review
shall be filed by the Participant or Beneficiary or duly authorized
representative on or before the sixtieth (60th) day following the
Participant or Beneficiary's receipt of notice of denial of his claim. The
Participant of Beneficiary shall have the right to review pertinent
documents and submit issues and comments in writing in connection with the
18
request for review. The Plan Administrator or its delegee shall issue a
written statement on or before the sixtieth (60th) day following its
receipt of such request stating the Plan Administrator or its delegee's
decision on review and the reasons therefor, including specific references
to pertinent Plan provisions on which the decision is based, and any other
information required by applicable law. If special circumstances require
additional time for processing such review, the Plan Administrator or its
delegee may extend the period for an additional sixty (60) days provided
that the Participant or Beneficiary is notified of such circumstances. If
the decision is not issued within the prescribed period, the appeal shall
be deemed denied. No Participant or Beneficiary shall have recourse to
courts of law until the administrative review process set forth herein has
been completed.
3.5 TRANSFERABILITY OF BENEFITS
The right to receive payment of benefits under this Plan shall not be
transferred, assigned or pledged except by Beneficiary designation, will or
pursuant to the laws of descent and distribution.
3.6 ADDRESS OF PARTICIPANT OR BENEFICIARY
A Participant shall keep the Company apprised of his current address and
that of any Beneficiary at all times during participation in the Plan. At
the death of a Participant, a Beneficiary who is entitled to receive
payment of benefits under the Plan shall keep the Company apprised of his
current address until the entire amount to be distributed has been paid.
3.7 TAXES
19
Any taxes required to be withheld under applicable federal, state or local
tax laws or regulations may be withheld from any payment due hereunder.
3.8 GENDER
The use of masculine pronouns herein shall be deemed to include both males
and females.
i:\benefits\executive\dcpke3.doc\car
RESPONSE DUE DECEMBER 31, 1995
November 21, 1995
PERSONAL AND HIGHLY CONFIDENTIAL
--------------------------------
Potential Fiscal 1996 Bonus Plan Participants
DEFERRAL OF POTENTIAL FISCAL 1996 BONUS AWARD
---------------------------------------------
The Deferred Compensation Plan for Key Employees gives you the opportunity to
defer all or a portion of your annual cash bonus, subject to the approval of the
Human Resources Committee of the Board of Directors. In general, deferring
compensation has the advantage of postponing payment of tax and of allowing any
earnings on the deferred amount to accumulate free of tax until distributed. To
protect the tax status of the 1996 bonus deferral program, YOU MUST:
DECIDE NOW whether to defer all or part of any 1996 annual cash bonus
you might receive, and PROMPTLY RETURN THE ENCLOSED ELECTION FORM. IF
YOUR ELECTION FORM IS NOT RECEIVED BY DECEMBER 31, 1995, YOU WILL NOT BE
ABLE TO DEFER ANY 1996 ANNUAL BONUS AWARD.
DEFERRAL OPTIONS FOR 1996:
- --------------------------
You may choose from three deferral accounts:
Equity Option, which features a 25% COMPANY MATCH (note: match may not
be offered every year);
Short-Term Variable Interest Option (payable in January, 1997);
Variable Interest Option.
SPECIAL REMINDERS:
- ------------------
In making your election, please refer to the enclosed 1988 Incentive Stock Plan
Prospectus and The Deferred Compensation Plan for Key Employees, Amended
November 6, 1995 (Attachment 3). Also refer to Attachment 1, Factors to
Consider. You should keep in mind that YOUR ELECTION TO DEFER MAY NOT BE
---------------------------------
CHANGED.
- --------
You will once again be given the opportunity to transfer your deferrals (other
than the match) between the Equity and Variable Interest accounts. More
information will be sent to Participants next year.
PLEASE RETURN ONE COPY OF THE 1996 BONUS DEFERRAL ELECTION FORM, ATTACHMENT 2,
BY DECEMBER 31, 1995 WHETHER OR NOT YOU REQUEST A DEFERRAL. A duplicate form is
--------------------------------------
enclosed for your records. If you request a deferral, it will be considered for
1996 annual bonus awards only. AS WITH ALL CORRESPONDENCE INVOLVING EXECUTIVE
COMPENSATION, PLEASE TREAT THIS MATERIAL WITH THE UTMOST CONFIDENTIALITY.
If you have any questions, please feel free to call me at extension 1918.
Pam Brennan - 1A
Corporate Compensation
Enclosures
1996 BONUS DEFERRAL ELECTION
November 21, 1995 Attachment 2
Please submit my request as follows with respect to any 1996 annual cash bonus
which may be awarded to me by Ralston Purina Company or its affiliates:
CHECK ONE BOX BELOW:
NO DEFERRAL (Check here if you do not wish to defer any portion of
any 1996 annual bonus. Ignore items 1) and 2) and proceed to bottom section.)
DEFERRAL (Check here if you wish to defer any portion of any
1996 annual bonus. Complete items 1) and 2) and the bottom section.)
1) FILL IN ONE BLANK ONLY:
Defer % OR
----------
Defer all up to $ OR
----------
Defer all in excess of $
----------
2) PLEASE ALLOCATE THE AMOUNT INDICATED IN ITEM 1) ABOVE TO THE FOLLOWING
ACCOUNTS:
[100% may go to any account or may be divided among them.]
%To the EQUITY ACCOUNT...25% Company Matched
-----
%To the SHORT-TERM VARIABLE INTEREST ACCOUNT (Payable in January 1997)
-----
%To the (LONG-TERM) VARIABLE INTEREST ACCOUNT
-----
100%TOTAL
=====
I understand that any decision regarding any 1996 annual bonus that may be paid
to me or deferred for future payment is at the discretion of Management and the
Human Resources Committee. I FURTHER UNDERSTAND THAT AN ELECTION TO DEFER, ONCE
MADE, IS IRREVOCABLE.
<TABLE>
<C> <S>
Social Security Number
Signature
Today's Date Name
(Type or Print)
Division
Department Location
Home Street Address
City, State Zip
</TABLE>
RETURN TO CORPORATE COMPENSATION - 1A, ST. LOUIS MO
NO LATER THAN DECEMBER 31, 1995
November 21, 1995 Attachment 1
FACTORS TO CONSIDER
Equity Match:
- ------------
Deferrals to the Equity Option will receive a 25% COMPANY MATCH FOR 1996
The company match will not be offered every year
Company match vests 5 years after deferral
Upon retirement (age 55 or older), non-vested company match deferrals will
----------
vest 20% for each full year deferred
Transfers:
- ---------
Available on amounts deferred for at least 1 year
Limited to transfers between Equity and (Long-Term) Variable Interest
Accounts
Does not apply to the Fixed Benefit Option or Company Matching Deferral
Accounts
Can be made once a year
Under present Federal and state income tax laws, you will not be taxed on any
deferral amounts until you actually receive payments of cash or delivery of
stock at which time amounts received would be taxed as ordinary income in the
year received. If you are subject to the income tax laws of a foreign country,
you should consult your personal tax advisor regarding the proper tax treatment.
Tax legislation removed the limit on wages which are subject to the Medicare
Hospital Insurance (HI) Tax of 1.45% (a component of FICA). Since deferred
compensation is subject to the HI Tax, THE HI TAX ATTRIBUTABLE TO ANY BONUS YOU
MIGHT DEFER WILL BE WITHHELD FROM YOUR DECEMBER 1996 PAYCHECK, along with the HI
Tax attributable to your nondeferred compensation received in December.
The Administrative Retirement plan definition of "final average earnings"
includes deferred compensation. Therefore, under the terms of that plan, your
pension will be calculated to include deferred bonuses.
If you are a participant in the Savings Investment Plan ("SIP"), any bonus
deferred into the Equity or Variable Interest Options will not be included in
---
your compensation for purposes of computing your SIP contribution or the Company
matching contribution. PLEASE NOTE, HOWEVER, that SIP contributions and Company
matching contributions ARE DEDUCTED from the Short-Term Variable Interest CASH
PAYMENT MADE IN JANUARY to employed participants.
In evaluating the Equity Option, consider the Company match and the length of
time your investment in stock equivalents subjects your deferral to market
risks. Also consider long-range economic and political conditions, the
prospects of the business underlying the stock, and whether the Company will be
willing and able to declare and pay dividends to create dividend equivalents.
The Variable Interest Option will credit interest equivalents on your deferred
amounts annually based on the average of the daily close of business prime
rates. These equivalents may vary substantially from year to year depending on
changes in interest rates. The average prime rates established by Morgan
Guaranty Trust Company of New York during recent calendar years were:
1992 = 6.250%
1993 = 5.899%
1994 = 7.041%
1995 = 8.847% year to date
Historical rates may or may not be indicative of future rates.
Benefits under The Deferred Compensation Plan for Key Employees are unfunded.
In considering the options, you should note that your right to receive
distributions from the Plan is that of a general creditor of Ralston Purina
Company. The Company has set aside funds in a grantor trust to help it meet its
benefit obligations under this Plan and certain other plans. If the Company
fails to meet its funding commitments to the trust, an event not presently
anticipated to occur, employees will, unless they elect otherwise, be entitled
to be paid by the Company the present value of all amounts deferred under the
Plan at that time. This provision in no way is intended to alter the status of
this Plan as an unfunded plan of deferred compensation.
Consider your deferral participation carefully and consult your personal advisor
if you have any questions. Please refer to the enclosed 1988 Incentive Stock
Plan Prospectus and The Deferred Compensation Plan for Key Employees, Amended
November 6, 1995 for more details. YOUR ELECTION TO DEFER MAY NOT BE CHANGED
NON-QUALIFIED STOCK OPTION
--------------------------
RALSTON PURINA COMPANY (the "Company"), effective March 23, 1995, grants
this Non-Qualified Stock Option to [NAME] ("Optionee") to purchase a total of
<share> shares of Ralston-Ralston Purina Group Common Stock of the Company ("RPG
Stock") at a price of $48.00 per share pursuant to its 1988 Incentive Stock Plan
(the "Plan"). Subject to the provisions of the Plan and the following terms,
Optionee may exercise this Option from time to time by tendering to the Company
written notice of exercise together with the purchase price in cash, or in
shares of RPG Stock at their Fair Market Value as determined by the Human
Resources Committee, or both.
1. NORMAL EXERCISE. This Option becomes exercisable at the rate of 25% of the
---------------
total shares on March 23 in each of the years 1997, 1998, 1999 and 2000.
This Option remains exercisable through March 22, 2005, unless Optionee is
no longer employed by the Company, in which case the Option is exercisable
only in accordance with the provisions of paragraph 3 below.
2. ACCELERATION. Notwithstanding the above, this Option is fully exercisable
------------
before the normal exercise dates set forth in paragraph 1 hereof upon the
occurrence of any of the following events while Optionee is employed by the
Company:
a. Death of Optionee;
b. Declaration of Optionee's total and permanent disability;
c. The voluntary termination of employment of Optionee on or after the
date Optionee is eligible to receive early retirement benefits under
the Purina Retirement Plan for Sales, Administrative and Clerical
Employees, or any successor plan thereto;
d. The involuntary termination of employment of Optionee, other than a
Termination for Cause, which shall include the Company's sale or other
disposition of the stock of, or substantially all of the assets of, a
subsidiary which employs Optionee, or the sale of substantially all of
the assets of a division of the Company which employs Optionee; or
e. A Change of Control.
3. EXERCISE AFTER CERTAIN EVENTS. Upon the occurrence of any of the events
-----------------------------
described below, any shares exercisable on the date of such event shall
remain exercisable during the period stated below, but, in any event, not
later than March 22, 2005:
a. If Optionee's employment is terminated due to death, declaration of
total and permanent disability, or retirement at or after attainment
of age 62, such shares shall remain exercisable for three years
thereafter;
b. If Optionee's employment is involuntarily terminated for reasons other
than Termination for Cause, or if Optionee voluntarily terminates
employment on or after the date described in paragraph 2c hereof, but
before age 62, such shares shall remain exercisable for six months
thereafter;
c. When, prior to a Change of Control, there has been a declaration of
forfeiture pursuant to Section IV of the Plan because Optionee's
employment is Terminated for Cause, Optionee voluntarily terminates
employment earlier than on or after the date described in paragraph 2c
hereof, Optionee engages in competition with the Company or an
Affiliate, or Optionee engages in any activity or conduct contrary to
the best interests of the Company or any Affiliate, such shares shall
remain exercisable for seven days thereafter; or
d. Notwithstanding paragraph 3c above, after a Change of Control, if
Optionee voluntarily terminates employment earlier than on or after
the date described in paragraph 2c hereof, such shares shall remain
exercisable for six months thereafter; but such shares shall remain
exercisable for only seven days after the occurrence of any of the
other events described in paragraph 3c.
4. FORFEITURE. Prior to a Change of Control, this Option is subject to
----------
forfeiture for the reasons set forth in Section IV of the Plan, except that
voluntary termination of employment before the date described in paragraph
2c hereof, but not on or after such date, shall be an event of forfeiture.
If there is an event of forfeiture, only those shares that are exercisable
at that time may be exercised as set forth in paragraph 3 hereof.
5. TERMINATION WITHIN ONE YEAR. Optionee agrees to pay to the Company an
----------------------------
amount in cash equal to the gain realized by Optionee, before payment of
taxes (`Recoverable Gain''), upon an exercise of this Option if Optionee
terminates employment with Company or its Affiliates within one year after
such exercise of this Option for reasons other than events described in
paragraphs 2a, 2b, 2c, or 2d hereof or Special Separation. Such payment
shall be made within 10 days of Optionee's date of termination.
Optionee hereby grants the Company the right, exercisable at its discretion
and to the extent permitted by law, to withhold from any and all amounts
payable to Optionee by the Company an amount equal to the Recoverable Gain,
in full or partial satisfaction of Optionee's obligation to the Company
pursuant to this paragraph 5.
Optionee agrees to execute, at the time of each exercise of this Option, an
acknowledgment of the terms and conditions of this paragraph 5.
Optionee acknowledges and agrees that the Company's grant of this Option,
and Optionee's acceptance thereof subject to the terms herein set forth, do
not constitute a contract of employment between the parties and do not
limit any rights the Company otherwise has to terminate Optionee's
employment at any time.
6. DEFINITIONS. Unless otherwise defined in this Non-Qualified Stock Option,
-----------
defined terms used herein shall have the same meaning as set forth in the
Plan.
"Change of Control" shall occur when (i) a person, as defined
under the securities laws of the United States, acquires beneficial
ownership of more than 50% of the outstanding voting securities of the
Company; or (ii) the directors of the Company immediately before a
business combination between the Company and another entity, or a
proxy contest for the election of directors, shall, as a result
thereof, cease to constitute a majority of the Board of Directors of
the Company or any successor to the Company.
`Special Separation'' shall mean a termination of employment
designated in writing as such at the sole discretion of the Chief
Executive Officer.
"Termination for Cause" shall mean Optionee's termination of
employment with the Company because of the willful engaging by
Optionee in gross misconduct; provided, however, that a termination
for cause shall not include termination attributable to (i) poor work
performance, bad judgment or negligence on the part of Optionee, (ii)
an act or omission believed by Optionee in good faith to have been in
or not opposed to the best interests of the Company and reasonably
believed by Optionee to be lawful, or (iii) the good faith conduct of
Optionee in connection with a Change of Control (including opposition
to or support of such Change of Control).
7. Severability. The invalidity or unenforceability of any provision hereof
-------------
in any jurisdiction shall not affect the validity or enforceability of the
remainder hereof in that jurisdiction, or the validity or enforceability of
this Non-Qualified Stock Option, including that provision, in any other
jurisdiction. To the extent permitted by applicable law, the Company and
Optionee each waive any provision of law that renders any provision hereof
invalid, prohibited or unenforceable in any respect. If any provision of
this Option is held to be unenforceable for any reason, it shall be
adjusted rather than voided, if possible, in order to achieve the intent of
the parties to the extent possible.
ACKNOWLEDGED AND ACCEPTED: RALSTON PURINA COMPANY
<TABLE>
<S> <C>
BY: /s/ W. P.
- ----------------------------------------
STIRITZ
OPTIONEE
W. P. Stiritz
- ----------------------------------------
DATE Chairman of the
Board and
Chief
- ----------------------------------------
Executive Officer
LOCATION
</TABLE>
NON-QUALIFIED STOCK OPTION
--------------------------
RALSTON PURINA COMPANY (the "Company"), effective September 28, 1995,
grants this Non-Qualified Stock Option to [NAME] ("Optionee") to purchase a
total of <share> shares of Ralston-Ralston Purina Group Common Stock of the
Company ("RPG Stock") at a price of $58.00 per share pursuant to its 1988
Incentive Stock Plan (the "Plan"). Subject to the provisions of the Plan and
the following terms, Optionee may exercise this Option from time to time by
tendering to the Company written notice of exercise together with the purchase
price in cash, or in shares of RPG Stock at their Fair Market Value as
determined by the Human Resources Committee, or both.
1. Normal Exercise. This Option becomes exercisable at the rate of 20% of the
---------------
total shares on September 28 in each of the years 1999, 2000, 2001, 2002
and 2003. This Option remains exercisable through September 27, 2005,
unless Optionee is no longer employed by the Company, in which case the
Option is exercisable only in accordance with the provisions of paragraph 3
below.
2. Acceleration. Notwithstanding the above, this Option is fully exercisable
------------
before the normal exercise dates set forth in paragraph 1 hereof upon the
occurrence of any of the following events while Optionee is employed by the
Company:
a. Death of Optionee;
b. Declaration of Optionee's total and permanent disability;
c. The voluntary termination of employment of Optionee on or after the
date Optionee is eligible to receive early retirement benefits under
the Purina Retirement Plan for Sales, Administrative and Clerical
Employees, or any successor plan thereto, or any of the Company's
2
defined benefit pension plans, or any governmental or national
programs to which the Company or one of its affiliates contributes or
has contributed on Optionee's behalf;
d. A Change of Control; or
e. The involuntary termination of employment of Optionee, other than a
Termination for Cause. For purposes of this Option, involuntary
termination shall include the Company's sale or other disposition of
the stock of, or substantially all of the assets of, a subsidiary
which employs Optionee, or the sale of substantially all of the assets
of a division of the Company which employs Optionee.
3. Exercise After Certain Events. Upon the occurrence of any of the events
-----------------------------
described below, any shares exercisable on the date of such event shall
remain exercisable during the period stated below, but, in any event, not
later than September 27, 2005:
a. If Optionee's employment is terminated due to death, declaration of
total and permanent disability, or retirement at or after attainment
of age 62, or at or after Optionee has fulfilled all applicable
conditions to qualify for an unreduced retirement benefit at or after
early retirement age under any of the Company's retirement programs,
or any governmental or national programs to which the Company or one
of its affiliates contributes or has contributed on Optionee's behalf,
such shares shall remain exercisable for three years thereafter;
3
b. If Optionee's employment is involuntarily terminated for reasons other
than Termination for Cause, or if Optionee voluntarily terminates
employment on or after the date described in paragraph 2c hereof, but
before age 62 or the date Optionee qualifies for unreduced retirement
benefits as described in paragraph 3a above, such shares shall remain
exercisable for six months thereafter;
c. When, prior to a Change of Control, there has been a declaration of
forfeiture pursuant to Section IV of the Plan because Optionee's
employment is Terminated for Cause, Optionee voluntarily terminates
employment earlier than on or after the date described in paragraph 2c
hereof, Optionee engages in competition with the Company or an
Affiliate, or Optionee engages in any activity or conduct contrary to
the best interests of the Company or any Affiliate, such shares shall
remain exercisable for seven days thereafter; or
d. With respect to shares that are exercisable after a Change of Control,
if Optionee voluntarily terminates employment earlier than on or after
the date described in paragraph 2c hereof, such shares shall remain
exercisable for six months thereafter; but such shares shall remain
exercisable for only seven days if Optionee's employment is Terminated
for Cause, Optionee engages in competition with the Company or an
Affiliate, or Optionee engages in any activity or conduct contrary to
the best interests of the Company or any Affiliate.
4. Forfeiture. Prior to a Change of Control, this Option is subject to
----------
forfeiture for the reasons set forth in Section IV of the Plan, except that
voluntary termination of employment before the date described in paragraph
2c hereof, but not on or after such date, shall be an event of forfeiture.
4
If there is an event of forfeiture, only those shares that are exercisable
at that time may be exercised as set forth in paragraph 3 hereof.
5. Adjustments. Upon any stock split-up, stock dividend, issuance of any
------------
targeted stock, combination or reclassification with respect to any
outstanding class or series of Stock, or consolidation, merger or sale of
all or substantially all of the assets of the Company, the Committee shall
cause appropriate adjustments to be made to the terms of this Award.
6. Definitions. Unless otherwise defined in this Non-Qualified Stock Option,
-----------
defined terms used herein shall have the same meaning as set forth in the
Plan.
"Change of Control" shall occur when (i) a person, as defined
under the securities laws of the United States, acquires beneficial
ownership of more than 50% of the outstanding voting securities of the
Company; or (ii) the directors of the Company immediately before a
business combination between the Company and another entity, or a
proxy contest for the election of directors, shall, as a result
thereof, cease to constitute a majority of the Board of Directors of
the Company or any successor to the Company.
"Termination for Cause" shall mean Optionee's termination of
employment with the Company because of the willful engaging by
Optionee in gross misconduct; provided, however, that a Termination
for Cause shall not include termination attributable to (i) poor work
performance, bad judgment or negligence on the part of Optionee, (ii)
an act or omission believed by Optionee in good faith to have been in
or not opposed to the best interests of the Company and reasonably
believed by Optionee to be lawful, or (iii) the good faith conduct of
5
Optionee in connection with a Change of Control (including opposition
to or support of such Change of Control).
7. Severability. The invalidity or unenforceability of any provision hereof
-------------
in any jurisdiction shall not affect the validity or enforceability of the
remainder hereof in that jurisdiction, or the validity or enforceability of
this Non-Qualified Stock Option, including that provision, in any other
jurisdiction. To the extent permitted by applicable law, the Company and
Optionee each waive any provision of law that renders any provision hereof
invalid, prohibited or unenforceable in any respect. If any provision of
this Option is held to be unenforceable for any reason, it shall be
adjusted rather than voided, if possible, in order to achieve the intent of
the parties to the extent possible.
<TABLE>
<S> <C>
6
ACKNOWLEDGED AND ACCEPTED: RALSTON PURINA COMPANY
Optionee
By:
-------------------------
W. P. Stiritz
- ----------------------------
Date Chairman of the Board and
Chief Executive Officer
Location
</TABLE>
NON-QUALIFIED PERFORMANCE STOCK OPTION
--------------------------------------
RALSTON PURINA COMPANY (the "Company"), effective September 28, 1995,
grants this Non-Qualified Performance Stock Option to [NAME] ("Optionee") to
purchase a total of <share> shares of Ralston-Ralston Purina Group Common Stock
of the Company ("RPG Stock") at a price of $58.00 per share pursuant to its 1988
Incentive Stock Plan (the "Plan"). Subject to the provisions of the Plan and
the following terms, Optionee may exercise this Option from time to time by
tendering to the Company written notice of exercise together with the purchase
price in cash, or in shares of RPG Stock at their Fair Market Value as
determined by the Human Resources Committee, or both.
1. Normal Exercise. This Option becomes exercisable at the rate of 33-1/3% of
---------------
the total shares on September 28 in each of the years 1998, 2001 and 2004,
provided that the Performance Price Target applicable to each such date is
met on such date with respect to that portion of the shares for which the
Vesting Requirement has been satisfied. The shares with respect to which
the Performance Price Target has not been met, but for which the Vesting
Requirement has been met, remain unexercisable until the Performance Price
Target applicable to a subsequent anniversary date is met on such
subsequent anniversary date. If the New York Stock Exchange is closed on
an anniversary date, then the Performance Price Target must be met on the
next trading day thereafter. Once both the Vesting Requirement and
Performance Price Target are met with respect to shares under the Option,
such shares remain exercisable through September 27, 2005, unless Optionee
is no longer employed by the Company, in which case the Option is
exercisable only in accordance with the provisions of paragraph 3 below.
2. Acceleration. Notwithstanding the above, on or after the first anniversary
------------
of the Date of Grant, the Vesting Requirement is waived before the normal
exercise dates set forth in paragraph 1 hereof upon the occurrence of any
of the following events while Optionee is employed by the Company:
2
a. Death of Optionee;
b. Declaration of Optionee's total and permanent disability;
c. The voluntary termination of employment of Optionee on or after the
date Optionee is eligible to receive early retirement benefits under
the Purina Retirement Plan for Sales, Administrative and Clerical
Employees, or any successor plan thereto, or any of the Company's
defined benefit pension plans, or any governmental or national
programs to which the Company or one of its affiliates contributes or
has contributed on Optionee's behalf; or
d. The involuntary termination of employment of Optionee, other than a
Termination for Cause. For purposes of this Option, involuntary
termination shall include the Company's sale or other disposition of
the stock of, or substantially all of the assets of, a subsidiary
which employs Optionee, or the sale of substantially all of the assets
of a division of the Company which employs Optionee.
The Performance Price Target for shares for which the Vesting Requirement
is waived upon the occurrence of the events set forth in paragraphs 2a, 2b,
2c or 2d, and for shares for which the Vesting Requirement but not the
Price Performance Target previously had been met before the occurrence of
one of such events, shall be the Performance Price Target associated with
the anniversary of the Date of Grant which immediately preceded such event.
Such shares shall be exercisable if the Performance Price Target is met on
one day during the applicable exercise period set forth in paragraph 3.
Notwithstanding the foregoing, all Vesting Requirements and Performance
Price Targets which have not been met as of a Change in Control of the
Company are waived, and all Options which have not been forfeited or
exercised prior to a Change of Control are exercisable, after such Change
of Control.
3. Exercise After Certain Events. Upon the occurrence of any of the events
-----------------------------
described below, any shares exercisable on the date of such event shall
remain exercisable during the period stated below, but, in any event, not
later than September 27, 2005:
a. If Optionee's employment is terminated due to death, declaration of
total and permanent disability, or retirement at or after attainment
of age 62, or at or after Optionee has fulfilled all applicable
conditions to qualify for an unreduced retirement benefit at or after
early retirement age under any of the Company's retirement programs,
or any governmental or national programs to which the Company or one
of its affiliates contributes or has contributed on Optionee's behalf,
such shares shall remain exercisable for three years thereafter;
b. If Optionee's employment is involuntarily terminated for reasons other
than Termination for Cause, or if Optionee voluntarily terminates
employment on or after the date described in paragraph 2c hereof, but
before age 62 or the date Optionee qualifies for unreduced retirement
benefits as described in paragraph 3a above, such shares shall remain
exercisable for six months thereafter;
c. When, prior to a Change of Control, there has been a declaration of
forfeiture pursuant to Section IV of the Plan because Optionee's
employment is Terminated for Cause, Optionee voluntarily terminates
employment earlier than on or after the date described in paragraph 2c
hereof, Optionee engages in competition with the Company or an
3
Affiliate, or Optionee engages in any activity or conduct contrary to
the best interests of the Company or any Affiliate, such shares shall
remain exercisable for seven days thereafter; or
d. With respect to shares that are exercisable after a Change of Control,
if Optionee voluntarily terminates employment earlier than on or after
the date described in paragraph 2c hereof, such shares shall remain
exercisable for six months thereafter; but such shares shall remain
exercisable for only seven days if Optionee's employment is Terminated
for Cause, Optionee engages in competition with the Company or an
Affiliate, or Optionee engages in any activity or conduct contrary to
the best interests of the Company or any Affiliate.
4. Forfeiture. Prior to a Change of Control, this Option is subject to
----------
forfeiture for the reasons set forth in Section IV of the Plan, except that
voluntary termination of employment before the date described in paragraph
2c hereof, but not on or after such date, shall be an event of forfeiture.
If there is an event of forfeiture, only those shares that are exercisable
at that time may be exercised as set forth in paragraph 3 hereof.
5. Termination Within One Year. Optionee agrees to pay to the Company an
---------------------------
amount in cash equal to the gain realized by Optionee, before payment of
taxes ("Recoverable Gain"), upon an exercise of this Option if Optionee
terminates employment with Company or its Affiliates within one year after
such exercise of this Option for reasons other than events described in
paragraphs 2a, 2b, 2c, or 2d hereof or Special Separation. Such payment
shall be made within 10 days of Optionee's date of termination.
4
Optionee hereby grants the Company the right, exercisable at its discretion
and to the extent permitted by law, to withhold from any and all amounts
payable to Optionee by the Company an amount equal to the Recoverable Gain,
in full or partial satisfaction of Optionee's obligation to the Company
pursuant to this paragraph 5.
Optionee agrees to execute, at the time of each exercise of this Option, an
acknowledgment of the terms and conditions of this paragraph 5.
Optionee acknowledges and agrees that the Company's grant of this Option,
and Optionee's acceptance thereof subject to the terms herein set forth, do
not constitute a contract of employment between the parties and do not
limit any rights the Company otherwise has to terminate Optionee's
employment at any time.
The provisions of this paragraph 5 regarding repayment of Recoverable Gain
shall be void after a Change of Control.
6. Adjustments. Upon any stock split-up, stock dividend, issuance of any
------------
targeted stock, combination or reclassification with respect to any
outstanding class or series of Stock, or consolidation, merger or sale of
all or substantially all of the assets of the Company, the Committee shall
cause appropriate adjustments to be made to the terms of this Award.
7. Definitions. Unless otherwise defined in this Option, defined terms used
-----------
herein shall have the same meaning as set forth in the Plan.
"Change of Control" shall occur when (i) a person, as defined
under the securities laws of the United States, acquires beneficial
5
ownership of more than 50% of the outstanding voting securities of the
Company; or (ii) the directors of the Company immediately before a
business combination between the Company and another entity, or a
proxy contest for the election of directors, shall, as a result
thereof, cease to constitute a majority of the Board of Directors of
the Company or any successor to the Company.
``ate of Grant'' means September 28, 1995.
``erformance Price Target'' shall mean the closing price, as set
forth below with respect to each anniversary of the Date of Grant
of this option, for a share of RPG Stock as quoted in the New
York Stock Exchange Composite Transactions.
Anniversary of Date of Performance Price
Grant Target
September 28, 1996 $60.90
September 28, 1997 $63.95
September 28, 1998 $67.14
September 28, 1999 $70.50
September 28, 2000 $74.02
September 28, 2001 $77.73
September 28, 2002 $81.62
September 28, 2003 $85.70
September 28, 2004 $89.99
6
7
"Special Separation" shall mean a termination of employment
designated in writing as such at the sole discretion of the Chief
Executive Officer.
"Termination for Cause" shall mean Optionee's termination of
employment with the Company because of the willful engaging by
Optionee in gross misconduct; provided, however, that a Termination
for Cause shall not include termination attributable to (i) poor work
performance, bad judgment or negligence on the part of Optionee, (ii)
an act or omission believed by Optionee in good faith to have been in
or not opposed to the best interests of the Company and reasonably
believed by Optionee to be lawful, or (iii) the good faith conduct of
Optionee in connection with a Change of Control (including opposition
to or support of such Change of Control).
`Vesting Requirement'' shall mean the provision, set forth in
paragraph 1, regarding exercise of the Option at the rate of 33-1/3%
of the total shares on September 28 of the years 1998, 2001 and 2004.
8. Severability. The invalidity or unenforceability of any provision hereof
-------------
in any jurisdiction shall not affect the validity or enforceability of the
remainder hereof in that jurisdiction, or the validity or enforceability of
this Option, including that provision, in any other jurisdiction. To the
extent permitted by applicable law, the Company and Optionee each waive any
provision of law that renders any provision hereof invalid, prohibited or
unenforceable in any respect. If any provision of this Option is held to
be unenforceable for any reason, it shall be adjusted rather than voided,
if possible, in order to achieve the intent of the parties to the extent
possible.
8
ACKNOWLEDGED AND ACCEPTED: RALSTON PURINA COMPANY
Optionee
By:
-------------------------
W. P. Stiritz
- ----------------------------
Date Chairman of the Board and
Chief Executive Officer
Location
AGREEMENT FOR DEFERRAL OF 1995 ANNUAL CASH BONUS
Ralston Purina Company (`Company'') and NAME (``Participant'') agree that,
----
effective November 1, 1995, $AMOUNT awarded to Participant under the 1995 Annual
------
Cash Bonus Award Program shall be deferred, as requested by Participant, into
the option or options available under the Deferred Compensation Plan for Key
Employees (`Plan''), which is attached hereto as Exhibit A and incorporated by
reference herein.
Pursuant to Participant's request, the following amounts have been
deferred for Participant in the manner set forth below:
(1) EQUITY OPTION -
-------------
(a) $RPG in a Deferred RPG Stock Equivalent Account in
---
Participant's name under the Equity Option as set forth in Section 2.2
of the Plan.
(b) $RPG Match in a Deferred RPG Stock Equivalent Account in
---------
Participant's name representing Company Matching Deferral (25% of
amount listed in 1(a) above) as set forth in Section 2.2 (c) of the
Plan.
(2) SHORT-TERM VARIABLE INTEREST OPTION - $SV in a Deferred Cash Account
----------------------------------- --
in Participant's name under the Variable Interest Option as set
forth in Section 2.3 of the Plan; provided, however, that,
notwithstanding any provision to the contrary contained in the Plan,
amounts attributable to deferrals into the Short-Term Variable
Interest Option shall be paid to Participant in January 1996.
(3) LONG-TERM VARIABLE INTEREST OPTION - $LV in a Deferred Cash Account
---------------------------------- --
in Participant's name under the Variable Interest Option as set
forth in Section 2.3 of the Plan.
Participant's deferral hereunder is pursuant to the Plan and is subject in
all respects to the terms and conditions of this Agreement and of the Plan. No
other communications or representations, written or oral, made prior or
subsequent to this Agreement shall be deemed to amend or modify the terms of
this deferral except by an agreement in writing executed by the parties
subsequent to the date of this Agreement, expressly consenting to such amendment
or modification. Participant hereby waives any rights, and releases Company for
any claim, based on any such prior communications or representations, if any.
<TABLE>
<S> <C>
ACCEPTED: RALSTON PURINA COMPANY
By:
- --------------------------- -------------------------
Participant C. S. Sommer
Vice President and
Director, Administration
Date
</TABLE>
AGREEMENT FOR DEFERRAL OF 1994 ANNUAL CASH BONUS
Ralston Purina Company (`Company'') and NAME (``Participant'') agree that,
----
effective November 1, 1994, $AMOUNT awarded to Participant under the 1994 Annual
------
Cash Bonus Award Program shall be deferred, as requested by Participant, into
the option or options available under the Deferred Compensation Plan for Key
Employees (`Plan''), which is attached hereto as Exhibit A and incorporated by
reference herein.
Pursuant to Participant's request, the following amounts have been
deferred for Participant in the manner set forth below:
(1) EQUITY OPTION -
-------------
(a) $RPG in a Deferred RPG Stock Equivalent Account in Participant's name
---
under the Equity Option as set forth in Section 2.2 of the Plan.
(b) $0.00 in a Deferred CBG Stock Equivalent Account in Participant's name
the Equity Option as set forth i Section 2.2 of the Plan.
$0.00 in a Deferred CBG Stock Equivalent Account in Participant's
name representing Company Matching Deferral (25% of amount
listed in 1(b) above) as set forth in Section 2.2(c) of the
Plan.
(2) SHORT-TERM VARIABLE INTEREST OPTION - $SV in a Deferred Cash Account
----------------------------------- --
in Participant's name under the Variable Interest Option as set
forth in Section 2.3 of the Plan; provided, however, that,
notwithstanding any provision to the contrary contained in the Plan,
amounts attributable to deferrals into the Short-Term Variable
Interest Option shall be paid to Participant in January 1996.
(3) LONG-TERM VARIABLE INTEREST OPTION - $LV in a Deferred Cash Account
---------------------------------- --
in Participant's name under the Variable Interest Option as set
forth in Section 2.3 of the Plan.
Participant's deferral hereunder is pursuant to the Plan and is subject in
all respects to the terms and conditions of this Agreement and of the Plan. No
other communications or representations, written or oral, made prior or
subsequent to this Agreement shall be deemed to amend or modify the terms of
this deferral except by an agreement in writing executed by the parties
subsequent to the date of this Agreement, expressly consenting to such amendment
or modification. Participant hereby waives any rights, and releases Company for
any claim, based on any such prior communications or representations, if any.
<TABLE>
<S> <C>
ACCEPTED: RALSTON PURINA COMPANY
By:
- ---------------------------- -------------------------------
Participant C. S. Sommer
Vice President and
Director, Administration
Date
</TABLE>
RETIREMENT PLAN FOR NON-MANAGEMENT DIRECTORS
As Amended November 16, 1995
1.Purpose of Plan
---------------
The purpose of the Plan is to enhance the profitability and value of the
Company for the benefit of its shareholders by providing an unfunded
retirement benefit to Non-Management Directors in order to attract and retain
qualified Directors who have made or will make important contributions to the
success of the Company.
2.Definitions
-----------
(a)"Acquiring Person" means any person or group of affiliates or associates (as
such terms are defined in Rule 12b-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended) who is or becomes the
beneficial owner, directly or indirectly, of 20% or more of the outstanding
Stock.
(b)"Annual Retainer" means the amount of the annual retainer payable to each
Non-Management Director for service on the Board, as established from time to
time by the Board. The Annual Retainer shall not include any fees paid or
payable for attendance at any Board meetings or meetings of Board committees,
or any additional retainers paid or payable to chairpersons of individual
Board committees.
(c)"Beneficiary" means the person or persons (including legal entities) who have
been designated by a Participant to receive benefits under this Plan upon
such Participant's death and who survive Participant.
(d)"Board" means the Board of Directors of Ralston Purina Company.
(e)"Change in Control" means the time when (i) any persons, either individually
or together with such person's affiliates or associates, shall have become
the beneficial owner, directly or indirectly, of at least 50% of the
outstanding Stock and there shall have been a public announcement of such
occurrence by the Company or such person or (ii) individuals who shall
qualify as Continuing Directors shall have ceased for any reasons to
constitute at least a majority of the Board; provided, however, that in the
case of either clause (i) or clause (ii) a Change in Control shall not be
deemed to have occurred if the event shall have been approved, prior to the
occurrence thereof, by a majority of the Continuing Directors who shall then
be members of such Board of Directors.
(f)``Committee''means the Nominating Committee of the Board.
(g)"Company" means Ralston Purina Company and its subsidiaries and affiliates.
(h)"Continuing Director" means any member of the Board while such person is a
member of the Board, who is not an affiliate or associate of an Acquiring
Person or of any such Acquiring Person's affiliate or associate and who was a
member of the Board prior to the time when such Acquiring Person became an
Acquiring Person, and any successor of a Continuing Director, while such
successor is a member of the Board, who is not an Acquiring Person or an
affiliate or associate of an Acquiring Person or a representative or nominee
of an Acquiring Person or of any affiliate or associate of such Acquiring
Person and is recommended or elected to succeed the Continuing Director by a
majority of the Continuing Directors.
(i)"Director" means any member of the Board.
(j)"Employee Benefits Department" means the Employee Benefits Department of
Ralston Purina Company or any successor department or individual performing
the same functions.
2
(k)"Non-Management Director" means any Director who is not an officer or
employee of the Company.
(l)"Normal Retirement Age" means age 70 or such other normal retirement age for
Directors as established from time to time by the Committee.
(m)"Participant" means any Director who participates in the Plan.
(n)``Plan''means the Retirement Plan for Non-Management Directors, as amended.
(o)"Retirement" means a Director's resignation or removal as a Director of the
Company, or total and permanent disability while serving as a Director of the
Company, whether or not at or prior to Normal Retirement Age.
(p)"Retirement Benefit" means the lump sum benefit payable pursuant to Section 4
of the Plan.
(q)"Stock" means the Company's $.10 par value common stock or such other
security outstanding upon the reclassification of the Company's common stock,
including, without limitation, any stock split, stock dividend, or other
distributions of stock in respect of stock, or any reverse stock split or
recapitalization of the Company or any merger or consolidation of the Company
with any subsidiary or affiliate, or any other transaction, whether or not
with or into or otherwise involving an Acquiring Person.
(r)"Survivor Benefit" means the lump sum benefit payable pursuant to Section
5 of the Plan.
(s)"Year" means calendar year unless otherwise specified.
3
3.Eligibility and Participation
-----------------------------
Any Non-Management Director who has served as such for at least one (1)
full year on the Board is eligible to participate in the Plan. Service as a
Director while such individual is also an officer or employee of the Company
shall not be credited service for purposes of eligibility to participate in the
Plan.
4.Retirement Benefit
------------------
On the 60th day following a Participant's Retirement, such Participant, or
his or her Beneficiary designated as described in Section 5 below, shall be paid
a lump sum Retirement Benefit equal in amount to the actuarial present value, as
of the date of payment, of the right to receive quarterly payments equal in
amount to the Participant's Quarterly Factor, as described below, commencing at
the later of Normal Retirement Age or the Director's actual Retirement date and
continuing for the remainder of such Participant's life expectancy. Such
present value shall be determined by discounting for interest and mortality
only, at an interest rate equal to the incremental pre-tax cost of debt of the
Company, assuming a maturity equal to the period commencing at Retirement and
ending with the last expected quarterly payment, and shall be based upon
actuarial mortality tables in use by the Company in connection with the
Retirement Plan for Sales, Administrative and Clerical Employees, or such other
retirement plan of the Company as the Committee may determine, at the
time of such payment. The Quarterly Factor for each Participant shall be equal
in amount to one fourth of the product obtained by multiplying the Annual
Retainer as of the date of such Participant's Retirement by a fraction, the
numerator of which is the number of years of service as a Non-Management
Director, including partial years of service expressed as a fraction reflecting
the number of days served, and the denominator of which is ten; provided,
however, if the number of years of such service is more than ten, the
Quarterly Factor shall be equal in amount to one fourth of the Annual Retainer
as of the date of such Participant's Retirement. A Participant found by the
Committee, in its sole discretion, to be totally and permanently disabled shall
receive payment of his or her Retirement Benefit, calculated in the manner
described above, on the 60th day following the determination of such
disability, with interest accruing at a rate equal to the prevailing prime
rate from the effective date of commencement of such disability until the time
of payment.
5.Distribution Upon Death
-----------------------
In the event of the Participant's death prior to Retirement, a Survivor
Benefit shall be paid to the Beneficiary or Beneficiaries designated by the
Participant in a writing submitted to the Employee Benefits Department, but if
none is designated, then such Benefit shall be paid to Participant's estate or
as provided by law. Changes in designation may be made by filing a written
request with the Employee Benefits Department. The Survivor Benefit shall be
equal to the Retirement Benefit which would otherwise have been payable had such
Participant retired as of the date of death. Distribution in full shall be made
in a lump sum on the 60th day following the Participant's death. The Committee
reserves the right to review and approve Beneficiary designations.
6.Change in Control
-----------------
In the event of a Change in Control, any Continuing Director who has not
served for at least one (1) full year as a Non-Management Director shall be
deemed to be a Participant for purposes of the Plan and shall be automatically
credited with one year of such service.
7.Removal for Cause
-----------------
Notwithstanding any other provisions of the Plan, any Participant whose
Retirement is as a result of his or her removal as a Director of the Company for
cause shall not be entitled to any Retirement Benefit pursuant to Section 4
hereof, nor shall such Director's Beneficiary or other survivors be entitled to
any Survivor Benefit pursuant to Section 5 hereof. The Board shall, in its sole
discretion, determine for purposes of this Plan whether there has been a removal
for cause.
8.Administration of the Plan
--------------------------
The Committee shall administer the Plan and, in connection therewith, shall
have full power to designate additional Directors eligible to participate in the
Plan; to construe and interpret the Plan; to establish rules and regulations; to
delegate responsibilities to others to assist it in administering the Plan or
performing any responsibilities hereunder; and to perform all other acts it
believes reasonable and proper in connection with the administration of the
Plan; provided, however, in the event of a necessity to interpret or construe
the Plan with respect to any individual Participant's right to receive benefits
pursuant hereto, such Participant, if at that time serving as a member of the
Committee, shall not be counted in determining a majority decision of the
Committee.
9.Power to Amend
--------------
The power to amend, modify or terminate this Plan at any time is reserved to
the Board, except that the Committee may adopt amendments that do not materially
increase in the aggregate the cost of benefits payable under the Plan,
including, but not limited to, amendments to resolve ambiguities, supply omitted
material, cure defects and comply with applicable tax laws to avoid adverse tax
consequences. Subject to the provisions of Section 7 hereof, no amendment,
modification or termination may reduce the Retirement Benefit payable to any
Participant who has retired prior to the effective date of such amendment,
modification or termination without the consent of the Participant or
Beneficiary affected thereby; and, no amendment, modification or termination may
reduce the Retirement Benefit accrued by any Participant serving as a
Director without the consent of the Participant or Beneficiary affected
thereby.
10.Company's Obligations Unfunded
------------------------------
All benefits due a Participant or the Participant's Beneficiary under this
Plan are unfunded and unsecured and are payable out of the general funds of the
Company.
11.Transferability of Benefits
---------------------------
The right to receive payment of benefits under this Plan shall not be
transferred, assigned or pledged except by beneficiary designation, will or
pursuant to the laws of descent and distribution.
12.Address of Participant or Beneficiary
-------------------------------------
A Participant shall keep the Company apprised of his or her current address
and that of any Beneficiary at all times.
13.Taxes
-----
Any taxes required to be withheld under applicable federal, state or local
tax laws or regulations may be withheld from any payment due hereunder.
14.Missouri Law to Govern
----------------------
All questions pertaining to the construction, regulations, validity and
effect of the provisions of the Plan shall be determined in accordance with the
laws of the State of Missouri.
i:retireme/95final.doc
10/31/95
CONTRACT
PAUL H. HATFIELD
THIS CONTRACT, made and entered into this day of 1994
------ --------------
by and between RALSTON PURINA COMPANY (hereinafter referred to as "COMPANY"),
and PAUL H. HATFIELD (hereinafter referred to as "CONSULTANT").
WITNESSETH:
WHEREAS, CONSULTANT proposes to provide consultation services to COMPANY;
and
WHEREAS, the COMPANY is desirous of obtaining such services and is
authorized to enter into a contract;
NOW THEREFORE, in consideration of the promises provided for in this Contract,
the parties agree as follows:
ARTICLE I
SCOPE OF WORK
-------------
CONSULTANT shall provide consultation relating to protein and polymer
sales, marketing and operations and, on behalf of the COMPANY, serve as a trade
representative in the protein and polymer technologies industry as requested and
to provide such other services as may be requested by the COMPANY. The Chairman
and Chief Executive Officer, Ralston Purina Company (hereinafter referred to as
"CHIEF EXECUTIVE OFFICER"), has designated Jay W. Brown to inform CONSULTANT
from time to time of the specific services to be provided.
ARTICLE II
TIME OF PERFORMANCE
-------------------
This Contract is for a period from January 15, 1995 through September 30,
1995, but may be renewable by written agreement signed by the parties; provided,
however, that this Contract shall automatically terminate upon the death or
physical incapacity of CONSULTANT, subject to the provisions at Paragraph IV-C
of this Agreement.
ARTICLE III
COMPENSATION
------------
1. CONSULTANT shall be paid a monthly consultation fee of $23,000.00 for
services performed under Article I, with the first payment to be made on January
31, 1995, and thereafter on the last day of each subsequent month during the
time of performance.
2. CONSULTANT shall be reimbursed for reasonable, preapproved out-of-town
travel expenses actually incurred arising out of CONSULTANT'S performance of
this Agreement. CONSULTANT agrees to submit a report of said expenses to the
COMPANY verifying the dates and subject matter; such expenses shall be billed
"net" and shall be supported by receipts for expenditures over Twenty-Five
Dollars ($25.00) and other appropriate documentation. Payment shall be made to
CONSULTANT within thirty (30) days after receipt of the COMPANY of CONSULTANT'S
written statement.
3. At the COMPANY'S sole discretion, CONSULTANT shall be considered for a
supplemental payment of $17,000.00 per month based on the COMPANY'S assessment
of the value contributed by Consultant during the consulting period. At the
COMPANY'S sole discretion, the supplemental payment shall be made in one or more
lump sum payment(s) payable to EMPLOYEE no later than January 15, 1996.
ARTICLE IV
GENERAL TERMS AND CONDITIONS
----------------------------
A. The CHIEF EXECUTIVE OFFICER, or his designated representative, shall
have responsibility for administering this Contract.
B. CONSULTANT acknowledges that no agency relationship shall be created
by this Contract and that CONSULTANT shall have no authority to act on behalf of
the COMPANY or to bind the COMPANY to any agreement, contract or cause of
action, except as specifically authorized in writing by the COMPANY. In the
event of any litigation involving COMPANY concerning a non-authorized commitment
or agreement, COMPANY shall have the right to recover from CONSULTANT, COMPANY'S
legal fees and damages in an event of an award of damages against COMPANY.
C. CONSULTANT acknowledges that the services under this Contract are
provided by CONSULTANT as an independent contractor and not an employee of the
COMPANY and that this Contract does not entitle CONSULTANT to any benefits
granted to employees of the COMPANY. If CONSULTANT is prevented by his
sickness, injury or death from performing the work and services under the terms
and conditions of this Contract, Company shall compensate him on a basis for the
work and services performed prior to the occurrence.
D. CONSULTANT shall not be subject to direction by the COMPANY in the
manner of performing work hereunder except insofar as the manner is specified in
this Contract. COMPANY shall have no obligation to withhold income taxes and
FICA taxes and shall not pay CONSULTANT federal unemployment taxes or any other
similar taxes paid for employees of the COMPANY. CONSULTANT understands and
assumes responsibility to pay all required federal, state and local taxes and
file all required tax returns for his business services, covering himself and
his employees.
E. CONSULTANT shall indemnify and hold harmless the COMPANY, its
directors, officers, agents and employees from any and all suits made or brought
for injury to persons or property caused by the negligence of CONSULTANT, in the
performance of services under this Contract.
F. CONSULTANT shall furnish certificates acceptable to the COMPANY that
CONSULTANT has in effect the following insurance:
Automobile Liability Insurance with combined single limits
of $500,000.00 or $500,000.00/$1,000,000.00 bodily injury
limits and $500,000.00 property damage limits.
G. COMPANY may terminate this Contract in whole or in part if CONSULT ANT
fails to perform any material term or condition of this Contract. It is agreed
and understood between the parties that CONSULTANT is merely advising and
performing services for the COMPANY and the COMPANY shall be solely responsible
for deciding whether or not to follow the advice of CONSULTANT.
H. All reports, documents, visual aids, other data and information
obtained or prepared in the performance of this Contract shall be and remain the
sole property of the COMP ANY. CONSULTANT may seek permission to make use of
any of the above for work other than that under this Contract by submitting a
written request to the CHIEF EXECUTIVE OFFICER setting forth what is to be used
and the purpose for which it is to he used. The CHIEF EXECUTIVE OFFICER shall
have sole discretion either to grant or to deny a request.
I. CONSULTANT agrees during the term of this Contact and thereafter that
he will not disclose to any one unassociated with the COMPANY any trade secrets
or confidential information obtained by him while serving as a consultant to the
COMPANY and CONSULTANT agrees that upon ceasing to serve as a consultant to the
COMPANY, CONSULTANT will return to the COMPANY all originals and copies
(including those in electronic storage) of any and all documents containing
trade secrets, confidential, or proprietary information of the COMPANY.
J. During the performance of this Contract, CONSULTANT agrees not to
discriminate because of age, race, religion, creed, color, national origin,
handicap or veteran's status. This Contract is subject to the provisions of
Executive Order 11246 as amended, and other applicable Federal Regulations and
Orders, under the Equal Employment Opportunity Act which is incorporated by
reference.
K. Any notice authorized or required by this Contract to be served on
CONSULTANT may he served by ordinary mail and addressed to CONSULTANT at a
residential address to be designated by CONSULTANT. Any notice authorized or
required by this Contract to be served on COMPANY shall be served by ordinary
mail to William P. Stiritz, Chairman and Chief Executive Officer, Ralston Purina
Company, Checkerboard Square, St. Louis, MO 63102.
L. This Contract shall be subject to and construed under the laws of the
State of Missouri.
M. This Contract is the entire contract between the parties respecting
the subject matter thereof, and its terms may not be waived, changed or added to
except in writing, signed by CONSULTANT and COMPANY. This Contract is for the
personal services of CONSULTANT and is not assignable by either party without
the prior written consent of the other. If any provision of this Contract
conflicts with the law under which it is to be construed or if any such
provision is held invalid in any court, such provision shall be deleted from the
Contract and the Contract shall be construed to give effect to the remaining
provisions hereof.
N. The parties hereto agree that in the event any lawsuit shall be
instituted and concluded by or on behalf of one party against the other
involving any interpretation of this Agreement, the prevailing party shall be
entitled to recover or be reimbursed for all attorney's fees, court costs and
expenses reasonably incurred in connection therewith.
IN WITNESS WHEREOF, the parties have signed this Contract the day of
-----
1994.
- ---------
<TABLE>
<S> <C>
WITNESS:
Paul H. Hatfield
Date: Date:
------------------- --------------------
RALSTON PURINA COMPANY
By:
---------------------------
William P. Stiritz
Chairman and Chief Executive Officer
Ralston Purina Company
Date:
---------------------------
</TABLE>
Attachment
- 4 -
Waiver of Corporate Insurance Requirements
------------------------------------------
Person Requesting Waiver: William P. Stiritz
- -------------------------
Facility: Corporate Headquarters
- ---------
Consultant: Paul H. Hatfield
- -----------
Services to be Rendered:
- ------------------------
CONSULTANT shall provide consultation relating to protein and polymer sales,
marketing and operations and, on behalf of the COMPANY, serve as a trade
representative in the protein and polymer technologies industry as requested and
to provide such other services as may be requested by the COMPANY.
Corporate Insurance Requirements:
- ---------------------------------
1.Automobile Liability Insurance with combined single limits of $500,000.00 or
$500,000.00/$1,000,000.00 bodily injury limits and $500,000.00 property
damage limits.
2.Comprehensive General Liability Insurance with combined single limits of
$500,000.00 or $500,000.00/$1,000,000.00 bodily injury limits and $500,000.00
property damage limits, where applicable.
Proposed Coverage:
- ------------------
Automobile Liability Insurance with combined single limits of $500,000.00
or $500,000.00/$1,000,000.00 bodily injury limits and $500,000.00 property
damage limits.
I have reviewed and approved the above referenced deviation from the Corporate
Insurance Requirements.
RALSTON PURINA COMPANY
William P. Stiritz
Date:
---------------
RALSTON PURINA COMPANY
William P. Stiritz
Chairman
Chief Executive Officer
December 7, 1994
Paul H. Hatfield
Dear Paul:
This acknowledges your plans to retire effective January 1, 1995. It also
serves as the Agreement ("Agreement") between Ralston Purina Company ("Company')
and you regarding the terms and conditions of your termination of employment.
Per our Agreement, you have been allowed to purchase your company car at current
value. The Company agrees to retain you as a consultant pursuant to a separate
contract at the rate of $23,000.00 per month for a nine month period beginning
January 15, 1995. In addition, based on the service you provide your monthly
fee can be increased up to an additional $17,000 per month. In consideration of
these promises by the Company, you agree that you will provide the Company with
reasonable cooperation and assistance to insure an orderly transfer of your
duties and responsibilities in pending matters and to be available for
consultation during the remainder of fiscal year 1994-95.
You understand and agree that you will forfeit all rights not exercisable under
any award of stock options previously awarded to you. For the purposes of your
stock awards, your separation from the Company will be considered involuntary.
In addition, you agree that you will not enter into competition with the Company
or provide services to any competitor of the Company or any of its subsidiaries,
except as may be agreed to in writing by me. For purposes of this Agreement, a
competitor of Ralston Purina Company shall be deemed to be any entity that owns
and/or operates facilities for protein or polymer processing, for the production
of dog and cat food, and other related products, including batteries, bread and
snack cakes, as are manufactured by Ralston Purina Company or any of its
subsidiaries.
By accepting the Company's offer to use you as a consultant, you agree to
release and discharge the Company from any and all claims arising out of your
employment with the Company except those specified below.
Paul H. Hatfield
December 7, 1994
Page 2
This release does not affect your right to receive wages and accrued vacation
earned through January 1, 1995 or to receive any amounts that may be due under
any social security, workers' compensation laws or to receive benefits of any
kind payable pursuant to the terms of applicable pension benefit or welfare
plans of the Company. All terms of the Deferred Compensation Plan for Key
Employees and your Deferred Compensation Agreements, including those related to
competition with the Company, will apply.
The promises of the Company and the payments provided for in the consulting
Contract are in addition to benefits which are or may be due you under the terms
of the Company's Retirement Plan for Sales, Administrative and Clerical
Employees, Supplemental Retirement Plan, Equity, Variable Interest and Fixed
Benefit Options in the Deferred Compensation Plan for Key Employees, Savings
Investment Plan, Executive Savings Investment Plan, Executive Life and Health
Plans, retiree benefits under the Comprehensive Health Plan, and any and all
other executive or employee benefit plans or programs through which you may be
legally entitled to benefits as a result of your employment with the Company or
subsequent termination.
In accepting this Agreement, you understand that you have the opportunity to
discuss any aspects of this Agreement with an attorney before signing it. If you
have any questions, you should seek your personal counsel before signing this
agreement.
If the terms of this offer are acceptable to you, you should sip all three
copies of this letter and return two copies to me before the New Year holidays.
Sincerely,
William P. Stiritz
Chairman and Chief Executive Officer
Agreed & Accepted:
Paul H. Hatfield/
<TABLE>
EXHIBIT 11
RALSTON PURINA COMPANY
COMPUTATION OF PRO FORMA EARNINGS PER SHARE
ASSUMING ONE CLASS OF COMMON STOCK
(in millions except per share data)
<CAPTION>
<S> <C>
Year Ended
September 30,
1995 1994
PRO FORMA EARNINGS PER COMMON SHARE
<S> <C> <C>
Earnings before extraordinary item $300.1 $218.4
Dividend on Series A ESOP convertible
preferred stock, net of tax (18.8) (20.2)
---------- ---------
281.31 98.2
Extraordinary item (3.7) (9.5)
---------- ---------
Net earnings $277.6 $188.7
========== =========
Weighted average shares - primary
earnings per share calculation 101.9 * 102.4*
========== =========
Earnings per common share outstanding
Earnings before extraordinary item $2.76 $1.93
Extraordinary item (0.04) (0.09)
---------- ---------
Net earnings $2.72 $1.84
========== =========
PRO FORMA EARNINGS PER SHARE ASSUMING FULL DILUTION
Earnings before extraordinary item $300.1 $218.4
Adjustments to net earnings to reflect assumed
ESOP preferred stock conversion (6.1) (6.9)
---------- --------
294.02 11.5
Extraordinary item (3.7) (9.5)
---------- --------
Net earnings for fully diluted
earnings per share calculation $290.3 $202.0
========= ========
<S> <C> <C>
Weighted average number of common shares outstanding 101.9 * 102.4 *
Convertible preferred stock 7.2 9.7
Dilutive effect of stock options 1.3 0.2
Shares issuable on conversion of debentures 0.1
Dilutive effect of deferred compensation awards 0.2 0.1
---------- ---------
Weighted average shares - fully diluted
earnings per share calculation 110.61 112.5
Earnings per share assuming full dilution
Earnings before extraordinary item $2.66 $1.88
Extraordinary item (0.03) (0.08)
---------- ---------
Net earnings $2.63 $1.80
========== =========
*Excludes 4,135,000 and 4,033,000 shares held in Grantor Trust at
September 30, 1995 and 1994, respectively.
</TABLE>
<TABLE>
EXHIBIT 11
RALSTON PURINA COMPANY
COMPUTATION OF EARNINGS PER SHARE
(in millions except per share data)
<CAPTION>
<S> <C>
Year Ended
September 30,
1995 1994
EARNINGS PER COMMON SHARE OUTSTANDING
<S> <C> <C>
Earnings before extraordinary item $308.1 $231.1
Dividend on Series A ESOP convertible
preferred stock, net of tax (17.6) (18.4)
--------- ---------
290.5 212.7
Extraordinary item (3.7) (7.9)
--------- ---------
Net earnings $286.8 $204.8
========= =========
Weighted average shares - primary
earnings per share calculation 100.7 ** 100.5 **
====================
Earnings per common share outstanding
Earnings before extraordinary item $2.89 $2.12
Extraordinary item (0.04) (0.08)
--------------------
Net earnings $2.85 $2.04
====================
EARNINGS PER SHARE ASSUMING FULL DILUTION *
Earnings before extraordinary item $308.1 $231.1
Adjustments to net earnings to reflect assumed
ESOP preferred stock conversion (5.2) (5.0)
--------- ---------
302.9 226.1
Extraordinary item (3.7) (7.9)
--------- ---------
Net earnings for fully diluted
earnings per share calculation $299.2 $218.2
========= =========
Weighted average number of common shares outstanding 100.7 ** 100.5 **
Convertible preferred stock 7.2 9.6
Dilutive effect of stock options 1.3 0.2
Shares issuable on conversion of debentures 0.1
Dilutive effect of deferred compensation awards 0.2 0.1
---------- ---------
<S> <C> <C>
Weighted average shares - fully diluted
earnings per share calculation 109.4 110.5
========== =========
Earnings per share assuming full dilution
Earnings before extraordinary item $2.77 $2.05
Extraordinary item (0.03) (0.07)
--------------------
Net earnings $2.74 $1.98
====================
*Based on RPG Group earnings through May 15, 1995 and consolidated Ralston earnings thereafter
**Excludes 4,135,000 and 4,033,000 shares held in Grantor Trust at
September 30, 1995 and 1994, respectively.
</TABLE>
<TABLE>
EXHIBIT 11
CONTINENTAL BAKING GROUP
COMPUTATION OF EARNINGS PER SHARE
(in millions except per share data)
<CAPTION>
<S> <C> <C>
34 Weeks 52 Weeks
Ended May 15, Sept. 24,
1995 1994
LOSS PER COMMON SHARE
<S> <C> <C>
Loss before extraordinary item ($15.5) ($25.8)
Dividend on Series A ESOP convertible
preferred stock, net of tax (1.2) (1.8)
-------- --------
(16.7) (27.6)
======== ========
Extraordinary item(1.6)
-------- --------
Net loss ($16.7) ($29.2)
======== ========
Weighted average number of shares outstanding 20.6 20.5
Shares issuable with respect to RPG Group's
retained interest in the CBG Group 16.7 16.8
-------- --------
Weighted average shares - primary
earnings per share calculation 37.3 37.3
======== ========
Loss per common share outstanding
Loss before extraordinary item ($0.45) ($0.74)
Extraordinary item (0.04)
-------- ---------
Net loss ($0.45) ($0.78)
======== =========
LOSS PER SHARE ASSUMING FULL DILUTION
Loss before extraordinary item ($15.5) ($25.8)
Adjustments to net loss to reflect assumed
ESOP preferred stock conversion (1.8) (3.1)
-------- --------
(17.3) (28.9)
Extraordinary item (1.6)
-------- --------
Net loss for fully diluted
earnings per share calculation ($17.3) ($30.5)
======== ========
<S> <C> <C>
Weighted average number of common 20.6 20.5
shares outstanding
Shares issuable with respect to RPG Group's
retained interest in the CBG Group 16.7 16.8
Convertible preferred stock 1.7 1.7
Dilutive effect of deferred compensation awards 0.1
-------- -------
Weighted average shares - fully diluted
earnings per share calculation 39.1 39.0
======== ========
Loss per share assuming full dilution
Loss before extraordinary item ($0.44) ($0.74)
Extraordinary item (0.04)
--------- ---------
Net loss ($0.44)* ($0.78)
========= =========
* Due to anti-dilution as computed above for the 34 weeks ended May 15, 1995, fully diluted earnings per share as reported on the
statement of earnings is revised to exclude anti-dilutive securities from the computation.
</TABLE>
EXHIBIT 13
RALSTON PURINA COMPANY AND SUBSIDIARIES
INDEX TO FINANCIAL INFORMATION
Five Year Summary.................................................12
Financial Review..................................................15
Business Segment Information......................................22
Responsibility for Financial Statements...........................25
Report of Independent Accountants.................................25
Consolidated Statement of Earnings................................26
Consolidated Balance Sheet........................................28
Consolidated Statement of Cash Flows..............................29
Consolidated Statement of Shareholders Equity.....................30
Notes of Financial Statements.....................................32
Quarterly Financial Information...................................47
<TABLE>
EXHIBIT 13
RALSTON PURINA COMPANY
COMPUTATION OF PRO FORMA EARNINGS PER SHARE
ASSUMING ONE CLASS OF COMMON STOCK
(in millions except per share data)
<CAPTION>
<S> <C>
Year Ended
September 30,
1995 1994
PRO FORMA EARNINGS PER COMMON SHARE
<S> <C> <C>
Earnings before extraordinary item $300.1 $218.4
Dividend on Series A ESOP convertible
preferred stock, net of tax (18.8) (20.2)
---------- ---------
281.31 98.2
Extraordinary item (3.7) (9.5)
---------- ---------
Net earnings $277.6 $188.7
========== =========
Weighted average shares - primary
earnings per share calculation 101.9 * 102.4*
========== =========
Earnings per common share outstanding
Earnings before extraordinary item $2.76 $1.93
Extraordinary item (0.04) (0.09)
---------- ---------
Net earnings $2.72 $1.84
========== =========
PRO FORMA EARNINGS PER SHARE ASSUMING FULL DILUTION
Earnings before extraordinary item $300.1 $218.4
Adjustments to net earnings to reflect assumed
ESOP preferred stock conversion (6.1) (6.9)
---------- --------
294.02 11.5
Extraordinary item (3.7) (9.5)
---------- --------
Net earnings for fully diluted
earnings per share calculation $290.3 $202.0
========= ========
<S> <C> <C>
Weighted average number of common shares outstanding 101.9 * 102.4 *
Convertible preferred stock 7.2 9.7
Dilutive effect of stock options 1.3 0.2
Shares issuable on conversion of debentures 0.1
Dilutive effect of deferred compensation awards 0.2 0.1
---------- ---------
Weighted average shares - fully diluted
earnings per share calculation 110.61 112.5
Earnings per share assuming full dilution
Earnings before extraordinary item $2.66 $1.88
Extraordinary item (0.03) (0.08)
---------- ---------
Net earnings $2.63 $1.80
========== =========
*Excludes 4,135,000 and 4,033,000 shares held in Grantor Trust at
September 30, 1995 and 1994, respectively.
</TABLE>
<TABLE>
EXHIBIT 13
RALSTON PURINA COMPANY
COMPUTATION OF EARNINGS PER SHARE
(in millions except per share data)
<CAPTION>
<S> <C>
Year Ended
September 30,
1995 1994
EARNINGS PER COMMON SHARE OUTSTANDING
<S> <C> <C>
Earnings before extraordinary item $308.1 $231.1
Dividend on Series A ESOP convertible
preferred stock, net of tax (17.6) (18.4)
--------- ---------
290.5 212.7
Extraordinary item (3.7) (7.9)
--------- ---------
Net earnings $286.8 $204.8
========= =========
Weighted average shares - primary
earnings per share calculation 100.7 ** 100.5 **
====================
Earnings per common share outstanding
Earnings before extraordinary item $2.89 $2.12
Extraordinary item (0.04) (0.08)
--------------------
Net earnings $2.85 $2.04
====================
EARNINGS PER SHARE ASSUMING FULL DILUTION *
Earnings before extraordinary item $308.1 $231.1
Adjustments to net earnings to reflect assumed
ESOP preferred stock conversion (5.2) (5.0)
--------- ---------
302.9 226.1
Extraordinary item (3.7) (7.9)
--------- ---------
Net earnings for fully diluted
earnings per share calculation $299.2 $218.2
========= =========
Weighted average number of common shares outstanding 100.7 ** 100.5 **
Convertible preferred stock 7.2 9.6
Dilutive effect of stock options 1.3 0.2
Shares issuable on conversion of debentures 0.1
Dilutive effect of deferred compensation awards 0.2 0.1
---------- ---------
<S> <C> <C>
Weighted average shares - fully diluted
earnings per share calculation 109.4 110.5
========== =========
Earnings per share assuming full dilution
Earnings before extraordinary item $2.77 $2.05
Extraordinary item (0.03) (0.07)
--------------------
Net earnings $2.74 $1.98
====================
*Based on RPG Group earnings through May 15, 1995 and consolidated Ralston earnings thereafter
**Excludes 4,135,000 and 4,033,000 shares held in Grantor Trust at
September 30, 1995 and 1994, respectively.
</TABLE>
<TABLE>
EXHIBIT 13
CONTINENTAL BAKING GROUP
COMPUTATION OF EARNINGS PER SHARE
(in millions except per share data)
<CAPTION>
<S> <C> <C>
34 Weeks 52 Weeks
Ended May 15, Sept. 24,
1995 1994
LOSS PER COMMON SHARE
<S> <C> <C>
Loss before extraordinary item ($15.5) ($25.8)
Dividend on Series A ESOP convertible
preferred stock, net of tax (1.2) (1.8)
-------- --------
(16.7) (27.6)
======== ========
Extraordinary item(1.6)
-------- --------
Net loss ($16.7) ($29.2)
======== ========
Weighted average number of shares outstanding 20.6 20.5
Shares issuable with respect to RPG Group's
retained interest in the CBG Group 16.7 16.8
-------- --------
Weighted average shares - primary
earnings per share calculation 37.3 37.3
======== ========
Loss per common share outstanding
Loss before extraordinary item ($0.45) ($0.74)
Extraordinary item (0.04)
-------- ---------
Net loss ($0.45) ($0.78)
======== =========
LOSS PER SHARE ASSUMING FULL DILUTION
Loss before extraordinary item ($15.5) ($25.8)
Adjustments to net loss to reflect assumed
ESOP preferred stock conversion (1.8) (3.1)
-------- --------
(17.3) (28.9)
Extraordinary item (1.6)
-------- --------
Net loss for fully diluted
earnings per share calculation ($17.3) ($30.5)
======== ========
<S> <C> <C>
Weighted average number of common 20.6 20.5
shares outstanding
Shares issuable with respect to RPG Group's
retained interest in the CBG Group 16.7 16.8
Convertible preferred stock 1.7 1.7
Dilutive effect of deferred compensation awards 0.1
-------- -------
Weighted average shares - fully diluted
earnings per share calculation 39.1 39.0
======== ========
Loss per share assuming full dilution
Loss before extraordinary item ($0.44) ($0.74)
Extraordinary item (0.04)
--------- ---------
Net loss ($0.44)* ($0.78)
========= =========
* Due to anti-dilution as computed above for the 34 weeks ended May 15, 1995, fully diluted earnings per share as reported on the
statement of earnings is revised to exclude anti-dilutive securities from the computation.
</TABLE>
<TABLE>
<CAPTION>
Exhibit 21
Ralston Purina Company ~ Subsidiaries
Subsidiary Name Jurisdictions of
Incorporation
<S> <C>
Alimentos Nutritivos, S. A. de C. V. Mexico
Auto-Cafes Purina, S. A. Guatemala
Beijing Eveready Battery Co., Ltd. China
Benco Pet Foods, Inc. Illinois
Berec Components Limited UK
Berec International Limited UK
Berec Overseas Investments Limited UK
Carne de Calidad Triada, S.A. de C.V. Mexico
Checkerboard Insurance Company, Ltd. Bermuda
Checkerboard Media Company, Inc. Missouri
Checkerboard Properties, Inc. Delaware
Compagnie Ralston Energy Systems France
Corgon De Venezuela C. A. Venezuela
EBC Batteries, Inc. Delaware
EBC Centroamerica S. A. Costa Rica
Eletro Manganes Ltda. Brazil
Energizer India Private Ltd. India
Energizer Ltd. UK
Energizer Pil Ticaret Limited Company Turkey
Energizer Polska Spolka zo.o Poland
Energizer Rechargeable Products Asia Pacific Hong Kong
Ltd.
Energizer Rechargeable Products Nordic, A.B. Sweden
Energizer Rechargeable Products (UK) Ltd. UK
Energizer (South Africa) Ltd. Delaware
Energizer (Thailand) Limited Thailand
Ever Ready (Ireland) Limited Ireland
Ever Ready Limited UK
Ever Ready Trust Limited UK
Eveready Argentina S.A. Argentina
Eveready Australia Pty. Limited Australia
Eveready Batteries Hong Kong Limited Hong Kong
Eveready Batteries Kenya Limited Kenya
Eveready Batteries Ltd. Delaware
Eveready Battery Company Asia Pacific, Inc. Delaware
Eveready Battery Company, Inc. Delaware
Eveready Battery Company Lanka Limited Sri Lanka
Eveready Battery Company (Malaysia) SDN.BHD. Malaysia
Eveready Battery Company Philippines, Inc. Philippines
Eveready Battery Distributing LLC Russia
Eveready Battery International, Inc. Delaware
Eveready Battery Netherlands B.V. Netherlands
Eveready Cote d'Ivoire S.A. Ivory Coast
Eveready de Chile S.A. Chile
Eveready de Colombia, S.A. Colombia
Eveready de Mexico S.A. de C.V. Mexico
Eveready de Venezuela, C.A. Venezuela
Eveready Ecuador C.A. Ecuador
Eveready Egypt S.A.E. Egypt
Eveready Ghana Limited Ghana
Eveready Hong Kong Company Hong Kong
Eveready New Zealand Limited New Zealand
Eveready Pil Sanayii ve Ticaret, Anonim Sirketi Turkey
Eveready Puerto Rico, Inc. Puerto Rico
Eveready Singapore Pte. Ltd. Singapore
Fiber Sales & Development Corporation Delaware
Financiacion Internacional de Negocios Cayman Islands
Alimentarios, Ltd.
Foodmaker Limited UK
F.P.P.M. Ltd. Japan
Fuji - Purina Protein, Ltd. Japan
Fundacio Privada Purina Spain
Gallina Blanca Purina, S.A. Spain
Granjas Geneticas Porcinas de Venezuela, C.A. Venezuela
Grupo Purina, C.A. Venezuela
Imperial Biotechnology Products, Ltd. UK
Imperial Biotechnology, U. S., Inc. Delaware
Industrias Purina Ltd. Cayman Islands
Industrias Purina, S.A. de C.V. Mexico
Inversiones y Negocios en General San Luis S.A. Peru
Jamaica Feeds, Ltd. Jamaica
Jamaica Grain and Cereals Ltd. Jamaica
LaSalle Park Redevelopment Corporation Missouri
Latin American Agribusiness Development Panama
Corporation
Malta, S.A. de C.V. Mexico
Nippon Purina Eveready, Inc. Delaware
Nutrimentos Lomgimar, C.A. Venezuela
Nutritious Foods, Inc. Delaware
Pilas Secas Tudor S.A. Spain
Pipco Corporation Delaware
Pointer Specialty Chemicals, Inc. Delaware
PPA Investments, Inc. Delaware
Protein Technologies International Asia Pacific Delaware
Corporation
Protein Technologies International Australia Australia
Pty. Limited
Protein Technologies International Germany
(Deutschland) G.m.b.H.
Protein Technologies International Europe, Inc. Delaware
Protein Technologies International Financial Belgium
Services, N.V.
Protein Technologies International France France
S.A.R.L.
Protein Technologies International Holdings, Delaware
Inc.
Protein Technologies International Iberica S.A. Spain
Protein Technologies International, Inc. Delaware
Protein Technologies International (Ireland) Ireland
Ltd.
Protein Technologies International Italia Italy
S.r.l.
Protein Technologies International Ltda. Brazil
Protein Technologies International Belgium
Manufacturing Belgium N.V.
Protein Technologies International Moscow Russia
Protein Technologies International Overseas Netherlands
B.V.
Protein Technologies International S.A. de C.V. Mexico
Protein Technologies International Sales, Inc. Delaware
Protein Technologies International Trading S.A. Switzerland
Protein Technologies International (U.K.) UK
Limited
Proveedora de Alimentos Ave-Pecaurios, S.A. de Mexico
C.V.
PT Eveready Battery Company Indonesia Indonesia
PT Eveready Trading Company Indonesia
Purina Besin Madderleri Sanayi ve Ticaret A.S. Turkey
Purina China, Inc. Delaware
Purina Colombiana S.A. Colombia
Purina Dalian Trade & Consulting Company, Ltd. China
Purina de Guatemala, S.A. Guatemala
Purina de Occidente, C.A. Venezuela
Purina de Venezuela, C.A. Venezuela
Purina del Noroeste, S.A. de C.V. Mexico
Purina del Pacifico S.A. de C. V. Mexico
Purina-Hage Animal Feed Production & Trading Hungary
Company Limited
Purina Italia S.p.A. Italy
Purina Japan KK Japan
Purina Korea, Inc. Korea
Purina Nanjing Feed Mill Company Ltd. China
Purina Peru S.A. Peru
Purina Philippines, Inc. Philippines
Purina Portugal - Alimentacao e Sanidade Portugal
Animal, Ltda.
Purina Protein Management S.A. Belgium
Purina S.A. de C.V. Mexico
Puriphil Realty Development Philippines
Ralston/Bateria Spol. Sr. O. Czech Republic
Ralston Battery Systems Ges.m.b.H. Austria
Ralston de Mexico, S.A. de C.V. Mexico
Ralston Energy Systems Benelux, N.V. Belgium
Ralston Energy Systems Deutschland G.m.b.H. Germany
Ralston Energy Systems France France
Ralston Energy Systems Hellas Industrial and Greece
Commercial S.A.
Ralston Energy Systems Hungary Ltd. Hungary
Ralston Energy Systems Iberica, S.A. Spain
Ralston Energy Systems Italia, S.p.A. Italy
Ralston Energy Systems S.A. Portugal
Ralston Energy Systems S.A. Switzerland
Ralston Energy Systems Scandinavia A/S Denmark
Ralston Energy Systems U.K. Limited UK
Ralston International Service Corporation Delaware
Ralston Products, Inc. Delaware
Ralston Purina AG Switzerland
Ralston Purina Americas, Inc. Delaware
Ralston Purina Canada, Inc. Canada
Ralston Purina Child Development Center, Inc. Missouri
Ralston Purina do Brasil Brazil
Ralston Purina Europe, Inc. Delaware
Ralston Purina Europe, S.A. Spain
Ralston Purina France France
Ralston Purina Government Affairs, Inc. Delaware
Ralston Purina Holdings (U.K.) Company UK
Ralston Purina Holdings Mexico, S.A. de C.V. Mexico
Ralston Purina International (UK) Limited UK
Ralston Purina International Development Delaware
Corporaiton
Ralston Purina International Holding Company, Delaware
Inc.
Ralston Purina Overseas Battery Company Delaware
Ralston Purina Sales, Inc. American Samoa
Ralston Purina Sales, Limited Barbados
Ralston Purina Trading Italia S.r.l. Italy
Ralston Slovakia, spol.s.r.o. Slovak Republic
Red & White, Inc. Delaware
Sistemas de Baterias S.A. de C.V.A182+A17 Mexico
Societe Civile Immobiliere Du Cap de la Costa France
Sonca (Macau) Limited Macau
Sonca Products Limited Hong Kong
Technomene Pet Foods, Inc. Delaware
Tower Enterprises, Inc. Missouri
Tradico, Inc. Delaware
VCS Holding Company Delaware
Venezuelan Protein Technologies International Venzuela
PTI C.A.
Vera Empreendimentos Ltda. Brazil
Vera Participacoes Ltds. Brazil
Wonder (UK) Portable Power Limited UK
</TABLE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 2-96616, 33-677, 2-77778, 2-83297, 2-81753, 33-
17875, 33-19911, 33-25396, 33-25674) and on Form S-3 (Nos. 33-45213, 33-59663)
of Ralston Purina Company and the Prospectuses thereto, of our report dated
November 2, 1995 appearing on page 25 of the Ralston Purina Company 1995 Annual
Report to Shareholders which is incorporated by reference in this Annual Report
on Form 10-K
PRICE WATERHOUSE LLP
St. Louis, Missouri
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 9/30/95
RALSTON PURINA COMPANY BALANCE SHEET AND STATEMENT OF EARNINGS AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> SEP-30-1995
<CASH> 44,300
<SECURITIES> 0
<RECEIVABLES> 835,700
<ALLOWANCES> 34,300
<INVENTORY> 766,200
<CURRENT-ASSETS> 1,763,000
<PP&E> 2,606,000
<DEPRECIATION> 1,255,100
<TOTAL-ASSETS> 4,567,200
<CURRENT-LIABILITIES> 1,741,200
<BONDS> 1,602,100
<COMMON> 11,500
348,700
0
<OTHER-SE> 482,700
<TOTAL-LIABILITY-AND-EQUITY> 4,567,200
<SALES> 7,210,300
<TOTAL-REVENUES> 7,210,300
<CGS> 4,088,000
<TOTAL-COSTS> 4,088,000
<OTHER-EXPENSES> 2,396,500
<LOSS-PROVISION> 11,800
<INTEREST-EXPENSE> 199,800
<INCOME-PRETAX> 514,200
<INCOME-TAX> 215,000
<INCOME-CONTINUING> 300,100
<DISCONTINUED> 0
<EXTRAORDINARY> 3,700
<CHANGES> 0
<NET-INCOME> 296,400
<EPS-PRIMARY> 2.72
<EPS-DILUTED> 2.63
</TABLE>
