SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[ ] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1994
Commission File Number 1-4582
RALSTON PURINA COMPANY
SAVINGS INVESTMENT PLAN
RALSTON PURINA COMPANY
Checkerboard Square
St. Louis, Missouri 63164
<TABLE>
RALSTON PURINA COMPANY SAVINGS INVESTMENT
PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN
BENEFITS
December 31, 1994 - (Dollars in
Thousands)
---------------------------------------------------------
------------------------------------------
<CAPTION>
ESOP Ralcorp U. S.
Partic- Aggres- Growth Inter-
Preferred RPG CBG Common Equity Fixed Gov't
ipant sive and national
Stock Stock Stock Stock Index Income Money
Loan Balanced Growth Income Growth
Fund Fund Fund Fund Fund Fund Market
Fund Fund Fund Fund Fund Total
-------------------------------------------------------
------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
<C> <C> <C> <C> <C> <C>
Assets
Investments,
at fair value
Short-term investments $ 36,967 $ 16 $ 4 $ 24
$ 37,011
Shares in Registered
Investment Company 2,154 83 $ 54 $ 101 28,483 29,376 $8,758
$11,287 $3,744 $7,251 $7,354 98,645
Common stocks
RPG Stock 61,542
61,542
CBG Stock 2,384
2,384
Ralcorp Common Stock 7,042
7,042
Preferred stock
Allocated 222,261
222,261
Unallocated 247,400
247,400
Insurance company
contracts 47,423
47,423
Notes receivable from
participants
$33,655 33,655
--------- ------- ------ ------ ------- ------- ------ --
----- ------- ------ ------ ------ -------
Total Investments 508,782 61,641 2,438 7,143 28,487 76,823 8,758
33,655 11,287 3,744 7,251 7,354 757,363
Receivables
Interest and dividends
receivable 12 412
424
Due from Ralston Purina Co. 5,386
5,386
--------- ------- ------ ------ ------- ------- ------ --
----- ------- ------ ------ ------ -------
Total Receivables 12 0 0 0 0 5,798 0
0 0 0 0 0 5,810
--------- ------- ------ ------ ------- ------- ------ --
----- ------- ------ ------ ------ -------
Total Assets 508,794 61,641 2,438 7,143 28,487 82,621 8,758
33,655 11,287 3,744 7,251 7,354 763,173
--------- ------- ------ ------ ------- ------- ------ --
----- ------- ------ ------ ------ -------
Liabilities
Current maturities of
notes payable 80,235
80,235
Distributions payable 31 16 4 24
75
Transfers due to (from)
other funds (23) (1)
28 (2) (2) 0
Accrued plan expenses 10 1 4 1 2
1 1 20
Notes payable 192,836
192,836
Interest payable 11,264
11,264
--------- ------- ------ ------ ------- ------- ------ --
----- ------- ------ ------ ------ -------
Total liabilities 284,366 3 (1) 1 8 25 2
28 1 0 (2) (1) 284,430
--------- ------- ------ ------ ------- ------- ------ --
----- ------- ------ ------ ------ -------
Net assets $224,428 $61,638 $2,439 $7,142 $28,479 $82,596 $8,756
$33,627 $11,286 $3,744 $7,253 $7,355 $478,743
========= ======= ====== ====== ======= ======= ======
======= ======= ====== ====== ====== =======
</TABLE>
See notes to financial statements.
<TABLE>
RALSTON PURINA COMPANY SAVINGS
INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN
BENEFITS
December 31, 1993 - (Dollars in
Thousands)
---------------------------------------------------------
------------------------------------------
<CAPTION>
ESOP U. S.
Partic- Aggres- Growth Inter-
Preferred RPG CBG Equity Fixed Gov't
ipant sive and national
Stock Stock Stock Index Income Money
Loan Balanced Growth Income Growth
Fund Fund Fund Fund Fund Market
Fund Fund Fund Fund Fund Total
--------- -------- ------ -------- -------- ------- ----
---- -------- ------- ------- ------- ----
<S> <C> <C> <C> <C> <C> <C>
<C> <C> <C> <C> <C> <C>
Assets
Investments,
at fair value
Short-term investments $ 42 $ 16 $ 4 $ 24
$ 86
Shares in Registered
Investment Company 3,151 229 $ 11 32,301 27,487 $7,818
$10,456 $2,999 $6,365 $5,476 96,293
Common stocks-
RPG Stock 59,770
59,770
CBG Stock 3,021
3,021
Preferred stock-
Allocated 212,092
212,092
Unallocated 297,726
297,726
Insurance company
contracts 56,484
56,484
Notes receivable from
participants
$34,501 34,501
--------- -------- ------ -------- -------- ------- ----
---- -------- ------- ------- ------- ---------
Total Investments 513,011 60,015 3,032 32,305 83,995 7,818
34,501 10,456 2,999 6,365 5,476 759,973
Receivables
Contributions receivable 1,729
1,729
Interest and dividends
receivable 464
464
Due from Ralston Purina Co. 4,829
4,829
--------- -------- ------ -------- -------- ------- ----
---- -------- ------- ------- ------- ---------
Total Receivables 1,729 0 0 0 5,293 0
0 0 0 0 0 7,022
--------- -------- ------ -------- -------- ------- ----
---- -------- ------- ------- ------- ---------
Total Assets 514,740 60,015 3,032 32,305 89,288 7,818
34,501 10,456 2,999 6,365 5,476 766,995
--------- -------- ------ -------- -------- ------- ----
---- -------- ------- ------- ------- ---------
Liabilities
Current maturities of
notes payable 50,326
50,326
Distributions payable 31 16 4 24
75
Transfers due to (from)
other funds (32) (2) (26) (20)
84 (4) 0
Accrued plan expenses 9 1 1
11
Notes payable 247,400
247,400
Dividends payable 4,683
4,683
--------- -------- ------ -------- -------- ------- ----
---- -------- ------- ------- ------- ---------
Total liabilities 302,440 (7) (1) (22) 5 0
84 0 0 (4) 0 302,495
--------- -------- ------ -------- -------- ------- ----
---- -------- ------- ------- ------- ---------
Net assets $212,300 $60,022 $3,033 $32,327 $89,283 $7,818
$34,417 $10,456 $2,999 $6,369 $5,476 $464,500
========= ======== ====== ======== ======== =======
======== ======== ======= ======= ======= =========
</TABLE>
See notes to financial statements.
<TABLE>
RALSTON PURINA COMPANY SAVINGS INVESTMENT
PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS
For the Year Ending December 31,1994
(Dollars in Thousands)
<CAPTION>
-----------------------------------------------------------
-----------------------------------------------
ESOP Ralcorp U. S.
Partic- Aggres-Growth Inter-
Preferred RPG CBG Common Equity Fixed Gov't
ipant sive and national
Stock Stock Stock Stock Index Income Money
Loan BalancedGrowth Income Growth
Fund Fund Fund Fund Fund Fund Market
Fund Fund Fund Fund Fund Total
----------------------------------- -----------------------
-----------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
<C> <C> <C> <C> <C> <C>
Additions to Net Assets
Attributed To
Investment Income
Interest $ 600 $ 5,308 $ 320 $
2,282 $ 8,510
Dividends 34,268 $ 1,660 $ 910
$ 506 $ 197 $ 435 $ 96 38,072
Net appreciation
(depreciation) in fair
value of investments 11,548 $(2,082)$ 2,247 (730) (1,130)
(581) (218) (541) (94) 8,419
--------- -------- ------- -------- --------------- ------
------- ------- ------ ------- ------- --------
34,868 13,208 (2,082) 2,247 180 4,178 320
2,282 (75) (21) (106) 2 55,001
--------- -------- ------- -------- --------------- ------
------- ------- ------ ------- ------- --------
Contributions
Employer 35,606 183 46 214 384 369
534 107 260 139 37,842
Employee 25,183 2,201 196 1,942 3,400 759
42 1,559 745 1,164 826 38,017
--------- -------- ------- -------- --------------- ------
------- ------- ------ ------- ------- --------
60,789 2,384 242 0 2,156 3,784 1,128
42 2,093 852 1,424 965 75,859
--------- -------- ------- -------- --------------- ------
------- ------- ------ ------- ------- --------
Total Additions 95,657 15,592 (1,840) 2,247 2,336 7,962 1,448
2,324 2,018 831 1,318 967 130,860
--------- -------- ------- -------- --------------- ------
------- ------- ------ ------- ------- --------
Reductions From Net
Assets Attributed To
Benefits paid 13,436 5,251 188 462 1,834 7,325 701
1,804 560 120 493 322 32,496
ESOP interest expense 23,545
23,545
Administrative expenses 151 24 1 2 8 25 4
4 1 2 2 224
--------- -------- ------- -------- --------------- ------
------- ------- ------ ------- ------- --------
Total Deductions 37,132 5,275 189 464 1,842 7,350 705
1,804 564 121 495 324 56,265
Stock fund transfers 11,418 (11,418)
0
Transfers due to spin-off 37,029 (16,621) (508) 4,672 6,262 7,908 1,444
5,219 5,794 1,613 4,188 3,352 60,352
--------- -------- ------- -------- --------------- ------
------- ------- ------ ------- ------- --------
Total Transfers 37,029 (5,203) (508) (6,746) 6,262 7,908 1,444
5,219 5,794 1,613 4,188 3,352 60,352
--------- -------- ------- -------- --------------- ------
------- ------- ------ ------- ------- --------
Net Increase (decrease)
Prior to
Interfund Transfers 21,496 15,520 (1,521) 8,529 (5,768) (7,296) (701)
(4,699) (4,340) (903) (3,365) (2,709) 14,243
Interfund Transfers (9,368) (13,904) 927 (1,387) 1,920 609 1,639
3,909 5,170 1,648 4,249 4,588 0
--------- -------- ------- -------- --------------- ------
------- ------- ------ ------- ------- --------
Net Increase (Decrease) 12,128 1,616 (594) 7,142 (3,848) (6,687) 938
(790) 830 745 884 1,879 14,243
Net Assets Available
For Plan Benefits
Beginning of period 212,300 60,022 3,033 0 32,327 89,283 7,818
34,417 10,456 2,999 6,369 5,476 464,500
--------- -------- ------- -------- --------------- ------
------- ------- ------ ------- ------- --------
End of period $224,428 $ 61,638 $ 2,439 $ 7,142 $28,479 $82,596 $8,756
$33,627 $11,286 $3,744 $ 7,253 $ 7,355 $478,743
========= ======== ======= ======== ======= ======= ======
======= ======= ====== ======= ======= ========
</TABLE>
See notes to financial statements.
RALSTON PURINA COMPANY
SAVINGS INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - Description of the Plan
The following is a summary description of the Ralston Purina Company
Savings Investment Plan (the Plan) and provides only general
information. Participants should refer to the Plan agreement for a
more complete description of the Plan's provisions.
PLAN PURPOSE - The Plan was established for the purpose of enabling
employees to enhance their long-range financial security through
regular savings with the benefit of Ralston Purina Company (the
Company) matching contributions.
The Plan is subject to certain provisions of the Employee Retirement
Income Security Act of 1974, as amended (ERISA). However, benefits
under the Plan are not eligible for plan termination insurance provided
by the Pension Benefit Guaranty Corporation under Title IV of ERISA.
PLAN PARTICIPATION - Participation in the Plan is open to substantially
all regular sales, administrative, clerical and production employees of
the Company and its designated subsidiaries who have one year of
credited service. Effective March 1, 1995, the one year of credited
service requirement is waived for participant contributions; however,
one year of credited service is still required in order to receive the
Company matching contribution. The leveraged employee stock ownership
plan (ESOP) provision was available for participation beginning
February 1, 1989, following the creation of the ESOP Preferred Stock
Fund.
PLAN CONTRIBUTIONS - Contributions to the Plan may be made equal to the
lesser of $30,000 or 15% of their compensation for substantially all
Plan participants. Subject to that limitation, participants may make
basic contributions of 2% to 12% of their compensation, in 1%
increments, on a pre-tax basis. For employees first hired before July
1, 1993, basic contributions not exceeding 6% of the participant's
compensation will be matched 100% by the Company. This match may be
modified at the discretion of the Company. For employees hired after
July 1, 1993, after one year of service, the Company will match such
basic contribution by initially contributing 20% of the maximum Company
match, increasing in 20% increments for each additional year of
service up to a maximum of 100% of the maximum Company match after
five years of service. Employee contributions vest immediately while
Company match contributions vest over a period of four years at a rate
of 25% per year for each year of Company service.
Participants may also, subject to the $30,000 or 15% limitation, make
supplemental, unmatched contributions of 1% to 10% of their
compensation, in 1% increments. Such contributions are made on an
after-tax basis and are immediately vested. However, the Company has
imposed on highly compensated employees a pre-tax contribution limit
of 10% and a supplemental contribution limit of 4%.
The Company made contributions to the Purina Employee Stock Ownership
Plan for Sales, Administrative and Clerical Employees, and to the
Purina Employee Stock Ownership Plan for Production Employees
(collectively PAYSOP) with respect to compensation earned through
December 31, 1986, equal to the Employee Stock Ownership Tax Credit
(Credit) claimed by the Company for that period. The Tax Reform Act of
1986 eliminated the Credit for compensation accrued after December 31,
1986. The PAYSOP was merged into the Plan effective March 31, 1989.
The PAYSOP's assets were transferred into the Ralston Purina Company
Common Stock Fund and are being accounted for separately. Effective
December 31, 1989 through December 31, 1993, the Company made an annual
PAYSOP matching contribution to the Plan on behalf of each participant
in the PAYSOP, in an amount equal to 20% of the participant's December
31, 1988 account balance. The participant was required to be employed
by the Company or an affiliate on September 30 of each year in order to
receive the Company PAYSOP matching contribution for that year. Such
Company contributions are invested solely in the ESOP Preferred Stock
Fund.
PLAN INVESTMENTS - Beginning February 1, 1989, the participants' basic
contribution of up to 6% of compensation and the Company matching
contributions thereon are invested solely in the ESOP Preferred Stock
Fund. The ESOP Preferred Stock Fund invests exclusively in Series A
6.75% ESOP Convertible Preferred Stock of the Company (Preferred
Stock).
Basic contributions in excess of 6% and supplemental contributions are
invested by the Trustee in the investment funds offered by the Plan and
selected by the participant. Participants can allocate the investment
of these contributions to any of the investment funds maintained
pursuant to the Plan except the ESOP Preferred Stock Fund. Investment
is also not permitted in the Participant Loan Fund. As of April 1,
1994, the number of funds available for investment was increased and
such funds are listed below (and on the financial statements).
The following represents the total number of employees participating in
the Plan and a breakdown of employee participation by fund at December
31:
Participants
1994 1993
Total Plan Participants 13,927 16,819
Participant Loans 5,283 5,539
===== =====
Participants by Investment Fund:
ESOP Preferred Stock Fund 11,797 14,803
RPG Stock Fund 9,881 11,803
CBG Stock Fund 9,253 11,370
Ralcorp Common Stock Fund 7,759
Equity Index Fund 3,424 4,121
Fixed Income Fund 6,250 7,379
U. S. Government Money Market Fund 1,152 1,183
Growth and Income Fund 1,269 1,181
Balanced Fund 1,483 1,425
Aggressive Growth Fund 955 861
International Growth Fund 1,108 758
PLAN WITHDRAWALS, LOANS AND FORFEITURES - Plan withdrawals may be made
prior to termination or retirement for cases of financial hardship or at
the age of 59 1/2. Hardship distributions are limited to the amount
required to meet the need created by the hardship and are made at the
discretion of the Plan Administrator.
Loans are available subject to the provisions of the Plan. Loans are
limited to the lesser of $50,000 or 50% of the vested amount in the
participant's account reduced by any excess of the highest outstanding
loan balance during a twelve month period over the outstanding loan
balance on the date of the loan. A note in the amount of the loan must
be delivered to the Trustee, and, in the event of the participant's
termination, the unpaid balance and accrued interest become due
immediately and payable in full.
Upon the participant's termination of employment, any Company matching
contribution and the earnings thereon which are not vested will be
forfeited, but will be restored if the participant again becomes an
eligible employee within five years after termination. Forfeitures,
net of amounts restored, are applied to reduce future Company
contributions required under the Plan. Forfeitures were $231,000 and
$203,000 for the years ended December 31, 1994 and 1993, respectively.
PLAN ADMINISTRATION - The Plan is administered by the Company.
Management of the Plan assets is under the direction of Ralston's
Employee Benefit Asset Investment Committee (EBAIC). Members of the
EBAIC are Company employees and are appointed by the Company's Chairman
of the Board and Chief Executive Officer. Vanguard Fiduciary Trust
Company is Trustee of the majority of the funds and assets of the Plan.
Boatmen's Trust Company, however, serves as Trustee of the ESOP
Preferred Stock Fund and certain other assets. As Trustees, Vanguard
Fiduciary Trust Company and Boatmen's Trust Company have the authority
to hold, manage and protect the assets of the Plan in accordance with
the provisions of the Plan and their respective Trust Agreements.
PLAN TERMINATION - The Company may, by action of its Board of Directors,
terminate the Plan with respect to all participating companies. In case
of such termination, participants shall be fully vested in Company
matching contributions credited to their accounts and, subject to plan
provisions and applicable law, the total amount in each participant's
account shall be distributed to the participant or for the participant's
benefit.
NOTE 2 - Summary of Significant Accounting Policies
The significant accounting policies followed by the Plan are described
below:
BASIS OF ACCOUNTING - The financial statements of the Plan are prepared
using the accrual basis of accounting such that income and related
assets, and expenses and related liabilities are recognized in the plan
year to which they relate.
INVESTMENTS - Investments are recorded at fair market value, based on
closing prices on the last business day of the Plan year, or contract
value. Realized gains and losses are determined using the average cost
method. Interest income is recognized as earned and dividend income is
recognized on the date of record.
NOTE 3 - Ralcorp Spin-off
On March 31, 1994, the Company effected a spin-off of the Human Foods
Divisions and Ski Operations (Ralcorp Holdings, Inc.). The effect on
the Plan includes primarily the transfer of the Ralcorp participants'
plan assets to the Ralcorp Savings Investment Plan and the creation of a
new stock fund (Ralcorp Common Stock Fund) in the Ralston Purina Company
Savings Investment Plan. The addition of the Ralcorp Common Stock Fund
is included on the Statement of Changes in Net Assets Available for
Plan Benefits as a stock fund transfer from the Ralston-Ralston Purina
Group Common Stock (RPG Stock) Fund to the Ralcorp Common Stock Fund of
$11.4 million. The new fund was created to account for the issue of
Ralcorp shares to participants in the RPG Stock Fund at the time of the
spin-off.
Plan participants had up to one year to transfer investments out of the
Ralcorp Common Stock Fund and into other available investment funds.
The Ralcorp Common Stock Fund was eliminated as of March 31, 1995, and
any assets remaining in that fund were transferred to the U.S.
Government Money Market Fund.
As a result of the spin-off, the conversion rate of Preferred Stock was
changed from 2.001 to 2.255 shares of RPG Stock for each share of
Preferred Stock.
NOTE 4 - Employee Stock Ownership Plan (ESOP) Provision
The Company has authorized shares of Preferred Stock to be held by the
Ralston Purina Collective Trust for Savings Investment Plans (ESOT).
The ESOP Stock assets of the Plan are held in the ESOT. The shares have
a guaranteed minimum value of $110.83 and are convertible into shares
of RPG Stock and Ralston-Continental Baking Group Common Stock (CBG
Stock). In accordance with provisions of the Certificate of Designation
of the ESOP Preferred Stock, one share of Preferred Stock is convertible
into 2.255 shares of RPG Stock and .4 shares of CBG Stock. As noted
above, due to the Ralcorp Holdings, Inc. spin-off, the conversion rate
was changed to 2.255 shares (from 2.001 shares) of RPG Stock for each
share of Preferred Stock. As noted in the Subsequent Events Note 7, as
of May 15, 1995, each outstanding share of CBG Stock was converted into
.0886 shares of RPG Stock and there are no longer shares of CBG Stock
outstanding. During the year, the Company redeemed shares of its
Preferred Stock to meet ongoing share redemption requirements of the
ESOP and 4,181,022 shares of Preferred Stock, of the 4,600,000
authorized, remain issued and outstanding as of December 31, 1994.
Financing for the purchase of the Preferred Stock was provided from the
proceeds of a $500 million 8.25% fixed rate, 10-year private placement
issue (ESOP Notes) by the ESOT. Semi-annual payments of $36.9 million
are payable June 30 and December 31 by the ESOT using the first 6% of
employee basic contributions and Company matching contributions made to
the Plan. Company contributions also include the $10.4 million and $6.0
million of additional employer contributions in 1994 and 1993,
respectively, necessary to meet the debt service requirements of the
leveraged ESOP's long-term debt. Payment of principal and interest on
the ESOP Notes is unconditionally guaranteed by the Company.
Shares of Preferred Stock are allocated to individual participants'
accounts based on the total amount of basic matched and Company matching
contributions divided by the guaranteed minimum value of the Preferred
Stock. Dividends paid by the Company on the Preferred Stock that have
been credited to participants' accounts may be used by the Plan to repay
the ESOP Notes, and, if so, additional shares, equal in value to the
dividends credited, will be allocated to the individual participants'
accounts. If it is not necessary to use the dividends to repay the
notes, the dividends will be paid directly, in cash, to the individual
participants.
NOTE 5 - Investments
Attachments I and II summarize the costs, fair values and changes in
fair values of Plan investments.
NOTE 6 - Executive Life Guaranteed Investment Contracts
The Fixed Income Fund of the Plan has primarily invested in guaranteed
investment contracts (GIC's) issued by various insurance companies. One
of the companies, Executive Life Insurance Company (Executive Life), was
placed in conservatorship in April of 1991, and their GIC's were frozen
at their April 11, 1991 valuation. Subsequently, Executive Life's net
assets were transferred to Aurora National Life Assurance Company
(Aurora).
The EBAIC, based on its analysis and consultations with outside
advisors, directed the Trustee to opt out of Aurora's
rehabilitation/liquidation plan. Under the terms of the opt-out
election, it is currently estimated that the Fixed Income Fund will
receive approximately $11.8 million, or 84.5% of the $14 million claim
for the two GIC's originally issued by Executive Life. The Company has
communicated to employees that it will protect the Fixed Income Fund
from losses solely with respect to the Executive Life GIC's. The
contracts have been revalued to their net realizable values with the
resulting difference reflected as Due From Ralston Purina Company in the
Statement of Net Assets Available for Plan Benefits. As of December 31,
1994, $8.0 million has been received from Aurora against this claim.
A prohibited transaction exemption was granted by the U.S. Department
of Labor (DOL) effective June 30, 1992, regarding the procedures for
providing the Company's protection. In addition, a request for a
closing agreement was filed with the Internal Revenue Service (IRS) and
was approved on November 11, 1992. This agreement sets forth favorable
tax consequences for the restorative payments made by the Company as
necessary to provide this protection. The first payments were made by
the Company to the Fixed Income Fund and total approximately $.3
million.
As of December 31, 1994 and 1993, the Executive Life GIC's represent
approximately $3.5 million and $9.3 million of the total $47.4 million
and $56.5 million of insurance company contracts within the Fixed Income
Fund. The $3.5 million balance does not include the Trust's interest
receivable from the Company of $2.9 million. The interest receivable
represents the portion of the Executive Life interest that would have
accrued on the contracts, less the Company advances and accrued interest
on these advances. In accordance with the prohibited transaction
exemption and closing agreement, these two contracts are treated as if
they carry a floating interest rate which is reset quarterly based on
the average yield-to-maturity of the current 2- and 3-Year Treasury
notes, plus .32%. The applicable rate at December 31, 1994 was 6.7%.
NOTE 7 - Subsequent Events
On April 12, 1995, the Company and Interstate Bakeries Corporation
(Interstate) jointly announced the signing of a definitive sales
agreement for Interstate to acquire Ralston's wholly-owned subsidiary,
Continental Baking Company. The Company also announced on April 12,
1995, it would exchange each outstanding share of CBG Stock for .0886
shares of RPG Stock as of May 15, 1995. The effect on the Plan is
primarily that subsequent to the exchange of the CBG Stock, the CBG
Stock Fund will no longer be an investment option in the Plan and there
will no longer be shares of CBG Stock outstanding.
As a result of the sale, the conversion rate of Preferred Stock was
changed from 2.255 to 2.29 shares of RPG Stock for each share of
Preferred Stock.
After the CBC sale, that portion of the ESOP debt and unallocated ESOP
Preferred Stock attributable to CBC participants will be transferred to
a newly created CBC ESOT, along with the CBC participant account
balances in the Ralston Purina Company Savings Investment Plan. Upon
the receipt of a favorable IRS ruling, the unallocated ESOP Stock held
by the CBC ESOT will be redeemed and the redemption proceeds applied to
the payment in full of the ESOP debt held by the CBC ESOT. The CBC
ESOT will then be terminated; the account balances will be fully vested
and distributed to the participants.
NOTE 8 - Income Tax Status
The Plan has received a determination from the Internal Revenue Service
that the Plan constitutes a qualified plan and that the trust is exempt
from income tax under the Internal Revenue Code. The Plan was timely
restated and resubmitted (March 31, 1995) to the IRS for a determination
of its qualified status under the Internal Revenue Code of 1986, as
amended. Participants' basic contributions, Company matching
contributions and earnings of plan investments are not subject to
federal income tax until distributed from the Plan. Supplemental
contributions are made from a participant's after-tax compensation.
Earnings related to these supplemental contributions are not, however,
subject to federal income tax as long as they remain in the Plan.
[CAPTION]
ATTACHMENT I
RALSTON PURINA COMPANY SAVINGS INVESTMENT
PLAN
EIN 43-0470580 PLAN NO. 140
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT
PURPOSES
(000's except for share data)
<TABLE>
December 31, 1994
December 31, 1993
-----------------------------------
----------------------------------
Number of Fair
Number of Fair
Description of Investment Shares/Units Cost Value
Shares/Units Cost Value
------------------------- ----------- ---------- ----------
------------ --------- ---------
<S> <C> <C> <C>.
<C> <C> <C>
Boatmen's Trust Company
Employee Benefits Short-Term Fund 36,936,495 $ 36,937 $ 36,937 *
10,704 $ 11 $ 11
Centerland Short Term Investment Fund 74,460 74 74
74,974 75 75
--------- ---------
-------- --------
Total Short-term Investments 37,011 37,011
86 86
Vanguard Money Market Reserve Fund -
Prime Portfolio 2,393,780 2,394 2,394
3,391,108 3,391 3,391
Vanguard Short Term Corporate Bond Fund 2,298,410 20,885 23,673
2,270,258 22,931 22,772 *
Vanguard Index Trust - 500 Portfolio 662,854 26,643 28,483 *
736,962 29,208 32,301 *
Vanguard Money Market Reserve Fund -
Federal Portfolio 8,758,130 8,758 8,758
7,818,369 7,818 7,818
Vanguard Wellington Fund 582,078 11,811 11,287
512,570 10,459 10,456
Vanguard Explorer Fund 87,341 3,946 3,744
66,491 3,050 2,999
Vanguard Windsor II Fund 458,339 7,877 7,251
373,529 6,493 6,365
Vanguard International Growth Portfolio 547,548 7,070 7,354
405,320 4,856 5,476
Vanguard Investment Contract Trust Fund 5,702,613 5,702 5,701
4,715,404 4,715 4,715
--------- ---------
-------- --------
Total Investment in Shares
In Registered Investment Company 95,086 98,645
92,921 96,293
Ralston Purina Group Common Stock 1,379,081 55,836 61,542 *
1,503,658 57,500 59,770 *
Continental Baking Group Common Stock 635,856 4,050 2,384
360,709 3,169 3,021
Ralcorp Holdings, Inc. Common Stock 316,502 5,071 7,042
--------- ---------
-------- --------
Total Investment in Common Stock 64,957 70,968
60,669 62,791
Ralston Purina Co. Series A
ESOP Convertible Preferred stock 4,237,667 469,661 469,661 *
4,600,000 509,818 509,818 *
Insurance Contracts - separate accounts
American Inter Life Insurance Contract 6,389 6,389
7,050 7,050
Cigna Insurance Contract 9,378 9,378
9,599 9,599
CNA Insurance Contract
1,241 1,241
Hartford Insurance Contract 8,225 8,225
Metropolitan Insurance Contract 3,441 3,441
3,668 3,668
New York Life Insurance Contract 5,006 5,006
8,704 8,704
Principal Insurance Contract 4,669 4,669
7,609 7,609
Provident Insurance Contract 6,850 6,850
9,284 9,284
Executive Life Insurance Contract 3,465 3,465
9,329 9,329
--------- ---------
-------- --------
47,423 47,423
56,484 56,484
Notes Receivable from Participants
(7% to 9.5% interest) 33,655 33,655 *
34,501 34,501 *
---------- ----------
--------- ---------
$ 747,793 $ 757,363
$754,479 $759,973
========== ==========
========= =========
</TABLE>
* Investment represents 5% or more of the Plan's net assets at the beginning
of the Plan year
ATTACHMENT II
RALSTON PURINA COMPANY SAVINGS INVESTMENT PLAN
NET CHANGE IN FAIR VALUE OF INVESTMENTS
FOR THE YEAR ENDING DECEMBER 31, 1994
(000's)
Investment in Shares in Registered Investment Company $(3,295)
Investment in Common Stock 11,714
-------
Net Change in Fair Value $ 8,419
=======
REPORT OF INDEPENDENT ACCOUNTANTS
May 19, 1995
To the Participants and the Plan Administrator
of the Ralston Purina Company
Savings Investment Plan
In our opinion, the accompanying statements of net assets
available for plan benefits and the related statement of changes
in net assets available for plan benefits present fairly, in all
material respects, the net assets available for plan benefits of the
Ralston Purina Company Savings Investment Plan at December 31,
1994 and 1993, and the changes in net assets available for plan
benefits for the year ended December 31, 1994, in conformity with
generally accepted accounting principles. These financial
statements are the responsibility of the Plan Administrator; our
responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by the Plan
Administrator, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for the opinion expressed above.
Our audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The additional
information included in the supplemental schedules is presented for purposes of
additional analysis and is not a required part of the basic
financial statements but is additional information required by
ERISA. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
PRICE WATERHOUSE
----------------------
PRICE WATERHOUSE
One Boatmen's Plaza
St. Louis, Missouri
63101
Pursuant to the requirements of the Securities Exchange Act of
1934, Ralston Purina Company as Plan Administrator of the Savings
Investment Plan, has duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
RALSTON PURINA COMPANY
C. S. SOMMER
By -----------------------------
C. S. Sommer, Vice President
and Director, Administration
Ralston Purina Company
June 23, 1995
Exhibit Index
Exhibits
--------
23 Consent of Independent Accountants (provided
electronically)
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
the Company's Registration Statements on Form S-8 (Nos. 2-
96616, 33-677, 2-83297, 33-17875, 33-25396, 33-25674) of our
report dated May 19, 1995 appearing on page 22 of the
Ralston Purina Company Savings Investment Plan's Annual
Report on Form 11-K for the year ended December 31, 1994.
PRICE WATERHOUSE
-----------------------------------
----------------
PRICE WATERHOUSE
One Boatmen's Plaza
St. Louis, Missouri 63101
June 26, 1995
