SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10Q-A-4
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended December 31, 1994
Commission File No. 1-4582
RALSTON PURINA COMPANY
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(Exact name of registrant as specified in its charter)
MISSOURI 43-0470580
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(State of Incorporation) (I.R.S. Employer Identification No.)
CHECKERBOARD SQUARE, ST. LOUIS MISSOURI 63164
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Address of principal executive offices) (Zip Code)
(314) 982-1000
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(Registrant's telephone number, including area code)
Registrant (1) 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 (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
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Number of shares of Ralston-Ralston Purina Group common stock,
$.10 par value, outstanding as of the close of business on
February 9, 1995 - 104,098,991.
Number of shares of Ralston-Continental Baking Group common
stock, $.10 par value, outstanding as of the close of business on
February 9, 1995 - 20,588,204.
PART II - OTHER INFORMATION
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There is no information required to be reported under any items
except those
indicated below.
Item 1. Legal Proceedings
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On January 20, 1995, the Company and its wholly-owned subsidiary,
Continental Baking Company (``CBC''), were served with two
substantively identical complaints filed in the Missouri Circuit
Court of St. Louis, Missouri, and styled Attanasio, et al. v.
Ralston Purina Co., et al., No. 954-00010, and Haenel, et al. v.
Ralston Purina Co., et al., No. 954 -00009. Both actions purport
to be brought by and on behalf of all shareholders (other than
the defendants) of CBC, and are filed against the Company, CBC,
and all the directors of each, and allege that the defendants
have engaged in unfair dealing and otherwise breached their
duties to CBC shareholders by improperly proposing to sell CBC to
Interstate Bakeries Corporation (``IBC'') for less than adequate
consideration. Both actions seek to enjoin the sale to IBC, as
well as damages. The Haenel action includes an affiliate of IBC
as a defendant. No discovery has occurred in either action, and
the court has not determined that either may proceed as a class
action. The Company believes that both actions were intended to
be filed on behalf of all shareholders (other than defendants) of the
``Ralston-Continental Baking Group'' common stock, and that CBC and
its directors are not proper parties to either action.
The above complaints contain questionable allegations, and in the
opinion of management the Company has numerous meritorious
defenses to each. The amount of alleged liability asserted by
these actions cannot be determined with certainty. In the
opinion of management, however, the ultimate liability of the
Company, if any, arising from these proceedings, other legal
claims and known potential legal claims which are probable of
assertion, taking into account established accruals 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.
<TABLE>
Item 4. Submission of Matters to a Vote of Security
Holders.
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The Company held its Annual Meeting of Shareholders on February
9, 1995, for the purpose of electing three directors to serve
three year terms ending in January, 1998 or until their
successors are elected and qualified, and ratifying the Board of
Directors appointment of Price Waterhouse as independent
accountants for the Company for the fiscal year ending September
30, 1995. The number of votes cast, and the number of shares
voting, for or against each candidate and the number of votes
cast for the ratification, as well as the number of abstentions
with respect thereto, is as follows:
<CAPTION>
SHARES VOTES SHARES
VOTES VOTING WITHHELD WITHHELD
FOR FOR
<S> <C> <C> <C> <C>
David R. Banks 96,331,570 111,320,469 1,313,788 1,834,871
M. Darrell Ingram 96,532,841 111,531,203 1,112,517 1,624,137
John F. McDonnell 96,514,600 111,515,302 1,130,758 1,640,038
SHARES
SHARES VOTES VOTING
VOTES VOTING AGAINST AGAINST
FOR FOR
<S> <C> <C> <C> <C>
Ratification 96,343,273 111,665,730 722,975 824,892
of Price
Waterhouse
VOTES SHARES
ABSTAINED ABSTAINED
<C> <C>
579,110 664,718
</TABLE>
III. 6. Exhibits and Reports on Form 8-K
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(a) Exhibits filed with this report:
(11) Statement re Computation of Per Share Earnings.
(b) Report on Form 8-K
On October 21, 1994, the Registrant filed an amended Report
on Form 8-K with respect to its Report dated March 31, 1994.
This amendment contained amended pro forma financial information
with respect to its distribution of the stock of Ralcorp
Holdings, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
RALSTON PURINA COMPANY
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Registrant
By J. R. ELSESSER
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J. R. Elsesser
Vice President and Chief Financial Officer
Date: May 1, 1995
