SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
RALSTON PURINA COMPANY
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(Name of Registrant as Specified In Its Charter)
RALSTON PURINA COMPANY
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----
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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2
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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RALSTON PURINA COMPANY
CHECKERBOARD SQUARE
3
ST. LOUIS, MISSOURI 63164
DEAR SHAREHOLDER:
You are cordially invited to attend the Annual Meeting of Shareholders of
Ralston Purina Company to be held at 2:30 p.m. on Thursday, February 1, 1996, at
the Grand Ballroom, Hyatt Regency St. Louis Hotel, St. Louis Union Station, 1820
Market Street, St. Louis, Missouri.
We hope you will attend in person. If you plan to do so, please complete
and return the enclosed request for an advance registration form. An admission
card will be sent to you which will expedite your admission.
Whether you plan to attend the meeting or not, we urge you to sign, date
and return the enclosed proxy as soon as possible in the postage-paid envelope
provided. This will ensure representation of your shares in the event that you
are unable to attend the meeting.
The Directors and Officers of the Company look forward to meeting with you.
/s/ William P. Stiritz
WILLIAM P. STIRITZ
Chairman of the Board and
Chief Executive Officer
4
December 15, 1995
5
<TABLE>
TABLE OF CONTENTS
<CAPTION>
<S> ..........................................................................<C>
Notice of Annual Meeting of Shareholders.............................................
Proxy Statement......................................................................
Voting.. ............................................................................
Item 1. Election of Directors........................................................
Information about Nominees and Directors.............................................
Stock Ownership......................................................................
Directors' Meetings, Committees and Fees.............................................
Item 2. Ratification of the Appointment of Independent Accountants...................
Item 3. Proposal to Amend the Restated Articles of Incorporation.....................
Item 4. Proposal to Adopt the 1996 Incentive Stock Plan..............................
Other Business.......................................................................
Executive Compensation...............................................................
Human Resources Committee Report on Executive Compensation...........................
Performance Graphs...................................................................
Solicitation Statement...............................................................
Shareholder Proposals for 1997 Annual Meeting........................................
</TABLE>
7
RALSTON PURINA COMPANY
CHECKERBOARD SQUARE
ST. LOUIS, MISSOURI 63164
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders:
The Annual Meeting of Shareholders of Ralston Purina Company will be held
at 2:30 p.m. on Thursday, February 1, 1996, at the Grand Ballroom, Hyatt Regency
St. Louis Hotel, St. Louis Union Station, 1820 Market Street, St. Louis,
Missouri.
The meeting will be held for the following purposes:
1. To elect four Directors to serve three-year terms ending in
January, 1999, or until their successors are elected and
qualified;
2. To ratify the Board of Directors' appointment of Price Waterhouse
as independent accountants for the Company for the fiscal year
ending September 30, 1996;
3. To consider certain proposed amendments to the Company's Articles
of Incorporation;
4. To consider adoption of the 1996 Incentive Stock Plan for Key
Management Employees;
and to act upon such other matters as may properly come before the meeting.
Only shareholders of record at the close of business on November 27, 1995,
are entitled to vote at the meeting and any adjournments thereof.
By order of the Board of Directors,
/s/ James M. Neville
JAMES M. NEVILLE
Secretary
December 15, 1995
PROXY STATEMENT
VOTING
This Proxy Statement is furnished to the shareholders of Ralston Purina
Company (the "Company") in connection with the solicitation of proxies by the
Board of Directors of the Company for use at the Annual Meeting of Shareholders
to be held on February 1, 1996. This Proxy Statement is being mailed to
shareholders on or about December 15, 1995.
9
The voting securities of the Company presently consist of its $.10 par
value Ralston-Ralston Purina Group Common Stock ("Common Stock") and its $1.00
par value Series A ESOP Convertible Preferred Stock ("ESOP Preferred Stock"),
(collectively, the "Stock"). As of November 8, 1995, the Company had issued and
outstanding 105,863,117 shares of Common Stock and 3,146,209 shares of ESOP
Preferred Stock. The 8,824,359 shares of Common Stock held in the Company's
treasury will not be voted.
The persons named as Proxies on the proxy card accompanying this Proxy
Statement were designated by the Company's Board of Directors (the "Board").
The shares represented by each such proxy will be voted in accordance with the
terms of the proxy. Proxies also authorize such persons to vote the shares
represented thereby on any matters not known at the time this Proxy Statement
was printed that may properly be presented for action at the meeting. Any
shareholder giving a proxy has the right to revoke it by notifying the Secretary
of the Company in writing at any time before its exercise. Execution of the
proxy will not affect a shareholder's right to attend the meeting and vote in
person.
Each share of Common Stock and ESOP Preferred Stock outstanding on the
record date will be entitled to one vote. Shareholders do not have the right
under the terms of the Company's Restated Articles of Incorporation to vote
cumulatively in electing directors.
A majority of the outstanding shares of Common Stock and ESOP Preferred
Stock entitled to vote at this meeting, represented in person or by proxy, will
constitute a quorum. With regard to any proposal submitted to a vote (including
the Election of Directors, Ratification of the Appointment of Independent
Accountants, Amendment of Restated Articles of Incorporation, Adoption of 1996
Incentive Stock Plan and any other matters properly brought before this
meeting), approval requires the affirmative vote of a majority of the shares
10
which are entitled to vote on the subject matter and which are represented in
person or by proxy at a meeting at which a quorum is present. Under the
Company's Restated Articles of Incorporation, certain other amendments to those
Articles, and certain transactions described therein, may require higher
thresholds for approval. Abstentions and broker non-votes as well as the
withholding of authority are counted for purposes of determining the presence or
absence of a quorum for the transaction of business. Abstentions are counted in
tabulations of the votes cast on proposals presented to stockholders, whereas
broker non-votes and directions to withhold authority are not counted for
purposes of determining whether a proposal has been approved.
Only shareholders of record at the close of business on November 27, 1995,
are eligible to vote at the meeting. If a shareholder participates in the
Company's Dividend Reinvestment Plan, any proxy given by such shareholder will
also include all shares held for the shareholder's account under that plan,
unless contrary instructions are given.
ITEM 1. ELECTION OF DIRECTORS
Pursuant to the Company's Restated Articles of Incorporation, Bylaws and
the Board resolution adopted pursuant thereto, the Board consists of ten members
organized into three classes, with two classes consisting of three members and
one class consisting of four members, with each Director elected to serve for a
three-year term.
At this meeting, four Directors are to be elected to serve three-year terms
ending in January, 1999, or until their successors are elected and qualified.
In accordance with the recommendation of its Nominating Committee, the Board has
nominated Messrs. Donald Danforth, Jr., William H. Danforth, Richard A. Liddy
and Mrs. Katherine D. Ortega for election as Directors at this meeting. Each
nominee is currently serving as a Director and has consented to serve for a new
11
term. If any nominee should be unable to serve as a Director, an event not
anticipated, proxies not limited to the contrary may be voted in favor of the
election of such other person as the Board may nominate.
INFORMATION ABOUT NOMINEES AND DIRECTORS
Information about nominees for Directors, and for Directors continuing in
office, follows. Directors' ages are as of December 31, 1995.
- --------------------------------------------------------------------------------
DONALD DANFORTH, JR.*, Director Since 1961, Age 63
(Standing for election at this meeting for a term expiring 1999)
Chairman of the Board, Vector Corporation (equipment
manufacturing). Also President, Danforth Agri-Resources, Inc.
(diversified investments and management) and Chairman of the
Board, Treasurer and former President, Kennelwood Village, Inc.
(pet care center). Also a director of Boatmen's Trust Company.
- --------------------------------------------------------------------------------
WILLIAM H. DANFORTH*, Director Since 1969, Age 69
(Standing for election at this meeting for a term expiring 1999)
Chairman of the Board and former Chancellor, Washington
University. Also a director of McDonnell Douglas Corporation and
Ralcorp Holdings, Inc.
- --------------------------------------------------------------------------------
12
[FN]
<F*> Donald Danforth, Jr. and William H. Danforth are brothers.
- --------------------------------------------------------------------------------
RICHARD A. LIDDY, Director Since 1995, Age 60
(Standing for election at this meeting for a term expiring 1999)
Chairman of the Board, President and Chief Executive Officer and
former Chief Operating Officer, General American Life Insurance
Company (insurance business). Director and Chairman of the Board
of the Reinsurance Group of America, Incorporated, and of the
registered investment companies of the General American Capital
Company and The Walnut Street Funds, Inc. Also a director of
Brown Group, Inc. and Union Electric Company.
- --------------------------------------------------------------------------------
KATHERINE D. ORTEGA, Director Since 1992, Age 61
(Standing for election at this meeting for a term expiring 1999)
Former Alternate Representative of the United States to the 45th
General Assembly of the United Nations. Also former Treasurer of
the United States. Also a director of Diamond Shamrock, Inc., The
Kroger Co., Long Island Lighting Company, Rayonier, Inc. and The
Paul Revere Corporation.
- --------------------------------------------------------------------------------
DAVID R. BANKS, Director Since 1985, Age 58
(Continuing in office - Term Expiring 1998)
13
Chairman of the Board, President and Chief Executive Officer,
Beverly Enterprises, Inc. (health care services). Also a director
of Nationwide Health Properties, Inc. and Wellpoint Health
Networks, Inc.
- --------------------------------------------------------------------------------
JOHN H. BIGGS, Director Since 1989, Age 59
(Continuing in office-Term Expiring 1997)
Chairman of the Board and Chief Executive Officer, Teachers
Insurance and Annuity Association-College Retirement Equities Fund
(pension fund management). Former Chairman of the Board and Chief
Executive Officer of Centerre Trust Co. of St. Louis. Also a
director of McDonnell Douglas Corporation.
- --------------------------------------------------------------------------------
DAVID C. FARRELL, Director Since 1987, Age 62
(Continuing in office-Term Expiring 1997)
Chairman of the Board and Chief Executive Officer, The May
Department Stores Company (department store retailing). Also a
director of Emerson Electric Company.
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M. DARRELL INGRAM, Director Since 1986, Age 63
(Continuing in office - Term Expiring 1998)
14
Retired President and Chief Executive Officer, Petrolite
Corporation (specialty chemicals).
- --------------------------------------------------------------------------------
JOHN F. MCDONNELL, Director Since 1988, Age 57
(Continuing in office - Term Expiring 1998)
Chairman of the Board and former Chief Executive Officer,
McDonnell Douglas Corporation (aerospace and complementary
businesses).
- --------------------------------------------------------------------------------
WILLIAM P. STIRITZ, Director Since 1981, Age 61
(Continuing in office-Term Expiring 1997)
Chairman of the Board, Chief Executive Officer and President,
Ralston Purina Company. Also a director of Angelica Corporation,
Ball Corporation, Boatmen's Bancshares, Inc., Interstate Bakeries
Corporation, The May Department Stores Company, Ralcorp Holdings,
Inc. and Reinsurance Group of America, Incorporated.
- --------------------------------------------------------------------------------
STOCK OWNERSHIP
15
Table I below sets forth information regarding persons known by the Company to
beneficially own, as defined by the Securities and Exchange Commission ("SEC")
Rule 13d-3, more than 5% of the Company's Common Stock as of November 8, 1995.
Except as noted, all such persons possess sole voting and investment power with
respect to the shares listed.
16
<TABLE>
TABLE I
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF % O
OF BENEFICIAL OWNER TITLE OF CLASS BENEFICIAL OWNERSHIP OUTST
- -------------------------------------------------------------------------------------
<S> <C> <C>
Boatmen's Bancshares, Inc. Common Stock 13,594,641 1
One Boatmen's Plaza
St. Louis, MO 63101
<FN>
<FA> Shares outstanding were deemed to be shares actually outstanding on November 8,
held by it on that date could be converted. See footnotes B and C below.
<FB> Based on written representations made by the shareholder, this amount consists o
subsidiaries of Boatmen's Bancshares, Inc.: Boatmen's Trust Company--6,371,095 s
subsidiaries--18,727 shares. Of these shares, Boatmen's has voting and investme
shares; shared voting--4,638,418 shares; sole investment--622,522 shares; and sh
shares, voting or investment power for 859,391 and 860,594 shares are shared wit
respectively, both of whom are Directors of the Company (see Table II).
<FC> Includes 7,204,819 shares of Common Stock into which the Company's ESOP Preferre
2.29 shares of Common Stock for each share of ESOP Preferred Stock. Boatmen's d
</TABLE>
- --------------------------------------------------------------------------------
All 3,146,209 shares of the Company's outstanding ESOP Preferred Stock are
held by Boatmen's Trust Company, a subsidiary of Boatmen's Bancshares, Inc., as
trustee under the Company's Savings Investment Plan. The Company's Employee
Benefit Asset Investment Committee (the "Investment Committee"), currently
consisting of J. R. Elsesser, Chairman, L. L. Fraley, C. S. Sommer and A. M.
Wray, each of whom is an employee of the Company, has authority, subject to
fiduciary obligations, to direct the trustee to convert the ESOP Preferred Stock
into shares of Common Stock. The Investment Committee also has authority under
the Plan to delete or establish other investment funds. The Company's Benefits
Policy Board (the "Benefits Committee"), currently consisting of W. P. McGinnis,
Chairman, C. S. Sommer, J. W. Brown, J. R. Elsesser, J. P. Mulcahy and W. P.
Stiritz, each of whom is an employee of the Company, has authority to amend the
Plan, which amendment may also include the deletion of such funds. Upon
conversion of the shares of ESOP Preferred Stock into shares of Common Stock,
the shares of stock received in such conversion would be invested in the RPG
Common Stock Fund or distributed to participants, as required by the terms of
the Plan, and the members of the Investment Committee would have no further
dispositive control over such shares. Upon receipt of directions to delete such
Funds, the appropriate trustee of the Plan would be required to sell or cause to
be converted or redeemed the shares of such Stock held in the relevant Funds and
transfer the proceeds to accounts in other investment funds established on
behalf of participants in the Plan. Neither the Investment Committee nor the
Benefits Committee has the right to vote any shares of such Stock held in the
Plan. Because of their indirect dispositive power which could be deemed to be
beneficial ownership, the Investment Committee and the Benefits Committee each
files a Schedule 13G on an annual basis disclosing the above authority with
respect to shares of such Stock held in the Plan, but both disclaim beneficial
ownership of the Stock.
Under the Ralston Purina Company Savings Investment Plan, the following
Named Executive Officers have credited to their accounts the following number of
shares of ESOP Preferred Stock as to which these individuals have only voting
power: Mr. Stiritz--1,130 shares; Mr. Brown--1,174 shares; Mr. Elsesser--1,168
shares; Mr. McGinnis--1,179 shares; Mr. Mulcahy--532 shares; and all other
executive officers as a group--4,721 shares. In each case, such ownership
represents less than 1% of the total shares of ESOP Preferred Stock outstanding.
Table II sets forth information regarding beneficial ownership (as defined
by SEC Rule 13d-3) of Common Stock by Directors, Nominees for Directors,
Executive Officers named in the Summary Compensation Table on page 23, (the
"Named Executive Officers") and all Directors and Executive Officers as a group
as of November 8, 1995. Except as noted, all such persons possess sole voting
and investment power with respect to the shares listed. An asterisk in the
column listing the percentage of shares beneficially owned indicates the person
owns less than 1% of the Common Stock as of November 8, 1995.
19
<TABLE>
TABLE II
(Common Stock)
<CAPTION>
DIRECTORS,
NOMINEES FOR DIRECTORS NUMBER OF SHARES % OF SHARES
AND EXECUTIVE OFFICERS BENEFICIALLY OWNED OUTSTANDING<FA
- -------------------------------------------------------------------------------------
<S> <C> <C>
David R. Banks 203 <F*>
John H. Biggs 2,035 <F*>
Donald Danforth, Jr. 1,239,507 1.17%
William H. Danforth 960,121 <F*>
David C. Farrell 25,443 <F*>
M. Darrell Ingram 3,676 <F*>
Richard A. Liddy 500 <F*>
John F. McDonnell 5,129 <F*>
Katherine D. Ortega 1,200 <F*>
William P. Stiritz 1,298,894 1.22% <F
Jay W. Brown 147,266 <F*>
James R. Elsesser 190,864 <F*>
W. Patrick McGinnis 195,729 <F*>
J. Patrick Mulcahy 176,403 <F*>
All Directors and Executive 4,414,199 4.15%
Officers as a Group (19 persons)
- ----------
<FN>
<FA> For purposes of calculating the percentage of shares outstanding owned by each i
deemed to be (i) shares actually outstanding on November 8, 1995, and (ii) share
exercised for, or converted into, Common Stock within 60 days from November 8, 1
<FB> Excludes 4,025,646 shares of Common Stock, or 3.80% of the outstanding Common St
Louis, Missouri. John H. Biggs, Donald Danforth, Jr. and William H. Danforth are
Messrs. Biggs, D. Danforth, Jr. and W. Danforth disclaim beneficial ownership o
<FC> Excludes 899,278 shares of Common Stock, or .85% of the outstanding Common Stock
Missouri. William H. Danforth is Chairman of the Board of Trustees of the Univer
McDonnell and Stiritz are on the University's Board of Trustees, which consists
Farrell, McDonnell and Stiritz disclaim beneficial ownership of such shares.
<FD> Donald Danforth, Jr. has sole voting and investment powers respecting 279,096 sh
investment powers respecting 842,565 shares of Common Stock and disclaims benefi
Common Stock. Included are 117,846 shares of Common Stock owned by his wife.
21
<FE> William H. Danforth has sole voting and investment powers respecting 82,267 shar
investment powers respecting 877,854 shares of Common Stock, and disclaims benef
Common Stock.
<FF> Includes 264 shares of Common Stock held in IRA accounts.
<FG> Includes 3,094 shares of Common Stock held in trusts of which Mr. McDonnell serv
<FH> Includes 10,159 shares of Common Stock owned by Mr. Stiritz's wife, 8,563 shares
and 169,920 shares of Common Stock which are not presently owned but could be ac
options. Also includes 11,114 shares of Common Stock which is an approximation
presently has only voting power under the Company's Savings Investment Plan. Mr
shares of Common Stock owned by his wife.
<FI> In December of 1995, Mr. Stiritz filed an amended Form 4 for the month of Januar
1991 to report, respectively, a purchase of Common Stock on behalf of his son, a
inadvertently omitted from his original Forms filed. In addition, at that time,
December, 1992 to report a purchase of Common Stock on behalf of his son which
<FJ> Includes 21,296 shares of Common Stock owned by Mr. Brown's wife and 79,797 shar
owned but could be acquired within 60 days by the exercise of stock options. Al
an approximation of the number of shares as to which Mr. Brown presently has onl
Investment Plan.
<FK> Includes 101,356 shares of Common Stock which are not presently owned but could
stock options. Also includes 499 shares of Common Stock which is an approximati
Elsesser presently has only voting power under the Company's Savings Investment
Stock held to fund retirement benefits by the Ralston Purina Master Collective T
trustees who collectively exercise investment and voting power. Mr. Elsesser di
the Master Collective Trust.
22
<FL> Includes 1,869 shares of Common Stock owned by Mr. McGinnis' wife and 101,356 sh
owned but could be acquired by Mr. McGinnis within 60 days by the exercise of st
Common Stock which is an approximation of the number of shares as to which Mr. M
the Company's Savings Investment Plan. Mr. McGinnis disclaims beneficial owners
wife.
<FM> Includes 2,471 shares of Common Stock owned jointly with Mr. Mulcahy's children
not presently owned but could be acquired within 60 days by the exercise of stoc
Common Stock which is an approximation of the number of shares as to which Mr. M
the Company's Savings Investment Plan.
<FN> Includes 68,264 shares of Common Stock which are not presently owned but could b
executive officers by the exercise of stock options. Also includes 19,071 restr
certain of such officers presently have only voting power and 3,289 shares of Co
number of shares as to which such other officers presently have only voting powe
Excludes 1,731,005 shares of Common Stock held to fund retirement benefits by th
which two executive officers are two of four trustees who collectively exercise
<FO> Shares of Common Stock which are held in the Company's Savings Investment Plan a
participants but instead are held in separate funds in which participants acquir
of cash and short-term investments. The number of shares of both classes of Stoc
with respect to the executive officers of the Company is an approximation of the
to each of the executive officers. The number of shares of each class allocable
daily basis based upon the cash position of the funds and the market price of ea
</TABLE>
23
- --------------------------------------------------------------------------------
DIRECTORS' MEETINGS, COMMITTEES AND FEES
The Board currently has seven regular meetings scheduled per year, and
holds such special meetings as deemed advisable to review significant matters
affecting the Company and to act upon matters requiring Board approval. In
addition to seven regular meetings, two special meetings of the Board of
Directors were held during fiscal year 1995. Non-management Directors receive an
annual retainer of $30,000. They are also paid $1,000 for attending each
regular or special Board meeting and each standing committee meeting, including
telephonic meetings, and for each consent to action without a meeting. Non-
management Directors who chair standing committees receive an additional annual
retainer of $2,000. The Company reimburses Directors for travel expenses in
connection with Board meetings and also pays the premiums on Directors' and
Officers' Liability and Travel Accident insurance policies insuring Directors.
The Company has a Retirement Plan for Non-Management Directors. Under this
plan, a Director who has served at least one year will be paid a retirement
benefit upon retirement or resignation and in certain other circumstances. The
Board's present policy is that no Director will stand for election after
reaching age 70. The annual retirement benefit ranges from 10 to 100 percent of
the annual Board retainer in effect at the time of the Director's retirement or
resignation, depending on credited Board service. The benefit is paid in a lump
sum equal to the present value of the right to receive such annual benefit for
life, beginning at the date of retirement or resignation, using assumptions as
to discount rate and life expectancy similar to those used in connection with
the Company's qualified defined benefit retirement plans for employees.
The Company also has a Deferred Compensation Plan for Non-Management
Directors. Under this plan, any non-management Director may elect to defer, with
certain limitations, all retainers and fees. Deferrals may be made in Common
Stock equivalents in an Equity Option or may be made in cash under a Variable
Interest Option. Deferrals in the Variable Interest Option earn interest at
Morgan Guaranty Trust Company of New York's prime rate; deferrals in the Equity
Option in fiscal year 1995 were increased by a 25% match by the Company, and
earn dividend equivalents to the extent dividends are paid on the underlying
Common Stock. Stock equivalents credited to a Director's account are valued at
market value of the underlying Stock at the time of payout. Deferrals in both
the Variable Interest and Equity Options are paid out in a lump sum in cash to
the Director at the Director's retirement, termination or total disability, or
to the Director's estate or beneficiary upon the Director's death.
During fiscal year 1995, all Directors attended 75% or more of the
aggregate of the meetings of the Board and of the Board committees to which they
were appointed, except for Mr. McDonnell who attended 67% of the aggregate of
such meetings.
To assist the Board in the discharge of its responsibilities, it has the
following standing committees: Audit, Executive, Finance, Human Resources and
Nominating. A description of each standing committee and its membership as of
the date of this Proxy Statement follows:
----------------------------------
25
<TABLE>
<C> <S>
AUDIT COMMITTEE Members: M. D. Ingram, Chairman;
D. R. Banks, J. F. McDonnell
and K. D. Ortega
The Audit Committee consists of four non-management Directors and is responsible
and practices, financial reporting, and internal controls. Each year it recommends t
independent accountants to examine the financial statements of the Company. It revie
accountants, principal corporate officers and the Director of Internal Auditing the s
financial statements, results of audits, audit costs, and recommendations with respec
The Audit Committee also reviews nonaudit services rendered by the Company's independ
receives reports from principal corporate officers and the Director of Internal Audit
fiscal year 1995.
-----------------------------------
EXECUTIVE COMMITTEE Members: W. P. Stiritz, Chairman;
D. Danforth, Jr., W. H. Danforth and
M. D. Ingram
The Executive Committee consists of four members and may exercise all of the aut
Company in the intervals between meetings of the Board. The Executive Committee met t
----------------------------------
FINANCE COMMITTEE Members: D. R. Banks, Chairman;
D. Danforth, Jr., D. C. Farrell,
J. F. McDonnell and W. P. Stiritz
The Finance Committee consists of five members. It reviews the Company's financ
makes recommendations and reports to the Board concerning financing requirements, div
pension fund performance. The Finance Committee met seven times in fiscal year 1995.
----------------------------------
HUMAN RESOURCES COMMITTEE Members: W. H. Danforth, Chairman;
J. H. Biggs, M. D. Ingram
and K. D. Ortega
The Human Resources Committee consists of four non-management Directors. It set
approves deferrals under the Company's Deferred Compensation Plan for Key Employees a
Incentive Stock Plan. It also monitors the competitiveness of management compensatio
employee relations policies and procedures. The Human Resources Committee met three
----------------------------------
NOMINATING COMMITTEE Members: D. Danforth, Jr., Chairman;
J. H. Biggs and D. C. Farrell
The Nominating Committee consists of three non-management members. It recommend
Directors and Executive Officers of the Company. Additionally, it makes recommendati
Directors to positions on committees of the Board and compensation and benefits for D
consider suggestions from shareholders regarding possible Director candidates. Such s
biographical information, should be submitted to the Secretary of the Company. The N
year 1995.
</TABLE>
27
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR MESSRS. D. DANFORTH, W. DANFORTH,
R. LIDDY AND MRS. ORTEGA.
ITEM 2. RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT ACCOUNTANTS
Upon the recommendation of the Audit Committee, the Board has appointed
Price Waterhouse as independent accountants to examine the consolidated accounts
of the Company for the fiscal year ending September 30, 1996, subject to
ratification by shareholders. Price Waterhouse has performed this function for
the Company since 1955. The firm will be represented at the 1996 Annual Meeting
of Shareholders and will have the opportunity to make a statement and respond to
questions from shareholders.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF PRICE WATERHOUSE AS INDEPENDENT ACCOUNTANTS.
ITEM 3. PROPOSAL TO AMEND THE RESTATED
ARTICLES OF INCORPORATION
The Company's Board has determined that certain amendments to the Company's
Restated Articles of Incorporation (the "Articles") are desirable and recommends
them to the Company's shareholders for adoption. The full text of each
resolution necessary to effect the proposed amendments is contained in Exhibit A
to this Proxy Statement. The proposed amendments would effect the following:
(i) Reduce the number of authorized shares of common stock from 730,600,000
to 610,600,000 (reflecting the elimination of the authorization to issue
120,000,000 shares of Ralston - Continental Baking Group Common Stock ("CBG
Stock")), and redesignate the existing Ralston - Ralston Purina Group Common
Stock ("Common Stock") as Ralston Purina Common Stock;
(ii) Eliminate the provisions relating to the variable voting power of the
CBG Stock and the class voting rights of the two classes of common stock;
(iii) Eliminate the provisions relating to the limitations on dividends on
CBG Stock and the Board of Directors' discretion with respect to the payment of
unequal dividends on the two classes of common stock;
(iv) Eliminate the redemption and exchange provisions with respect to the
CBG Stock and the Common Stock; and
(v) Eliminate the provisions relating to the limited liquidation rights of
the CBG Stock and the provisions relating to the binding nature of
determinations of the Board with respect to the CBG Stock.
The amendments are permitted under Missouri corporation law and are
consistent with the rules of the New York, Pacific and Chicago Stock Exchanges
upon which the Company's common stock is listed and traded. It is the intention
of the Board that, if the proposed amendments are approved, the Company's
Articles be restated to reflect the amendments and to delete superseded
provisions. Under Missouri law, the Articles may be restated by the Board.
Reasons For and General Effect Of Amendments
On April 12, 1995, the Board declared the exchange of each share of the
Company's CBG Stock, which stock reflected the operations and earnings of the
Company's Continental Baking Group (comprised of the Company's Continental
Baking Company subsidiary and certain allocated assets and expenses), for .0886
shares of Common Stock, which reflects the operations and earnings of all of the
Company's other businesses. The exchange, which was authorized by the terms of
the Articles, was effective as of May 15, 1995, and since that time the Common
29
Stock has been the only outstanding class of common stock of the Company.
Effective July 22, 1995, the Company sold all of the outstanding capital stock
of Continental Baking Company to Interstate Bakeries Corporation and its
subsidiary, Interstate Brands Corporation.
As the Company now has only one class of common stock outstanding and, by
reason of the sale of Continental Baking Company, the Continental Baking Group
is no longer in existence, the provisions of the Articles relating to (i) the
authorization and terms of the CBG Stock, (ii) the voting and other relative
rights of the two classes of common stock of the Company, and (iii) the
redemption and exchange provisions with respect to the two classes of common
stock, are no longer necessary or relevant, and the continued presence of such
provisions may be confusing to shareholders of the Company. Elimination of
these provisions will not change the voting power or other rights of the holders
of the Common Stock nor the rights of the Company with respect to the
outstanding Common Stock. As no purpose would be served in retaining provisions
related to the CBG Stock in the Articles, and as the proposed amendments will
not affect the rights of the Company or its shareholders, it is recommended that
such provisions be eliminated from the Articles.
Vote Required
The affirmative vote of a majority of the outstanding Common Stock and ESOP
Preferred Stock, voting together as a single class, is required for approval.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 3, TO AMEND THE COMPANY'S
RESTATED ARTICLES OF INCORPORATION.
ITEM 4. PROPOSAL TO ADOPT THE 1996 INCENTIVE STOCK PLAN
30
Description Of Plan
The 1996 Incentive Stock Plan (the `Plan'') provides for the granting of
stock options, restricted stock awards and other awards payable in Common Stock
or cash to Company employees, including Executive Officers. A copy of the Plan
as proposed to be adopted is contained in Exhibit B to this Proxy Statement.
The purpose of the Plan is to enhance the profitability and value of the Company
for the benefit of its shareholders by providing stock awards to attract, retain
and motivate officers and other key employees who make important contributions
to the success of the Company. The Plan will be administered by the Human
Resources Committee of the Board of Directors (the `Committee''). Terms and
conditions of awards will be set forth in written agreements. The Plan will
continue until December 31, 2005. The Plan provides that 5,000,000 shares of
Common Stock will be available for the granting of awards under the Plan. The
closing price of the Common Stock on November 27, 1995 was $63-5/8.
The Plan is intended to replace the Ralston Purina Company 1988 Incentive
Stock Plan (the ``988 Plan''). The 1988 Plan does not expire by its terms
until December 31, 1997, and approximately 4,000,000 shares of Common Stock
remain available for issuance under that Plan. However, regulations proposed by
the Internal Revenue Service under Section 162(m) of the Internal Revenue Code
of 1986, as amended (the `Code''), provide that, in order for an award to a
named Executive Officer under a qualified performance-based compensation plan to
be deductible by the Company in the event total compensation for such Executive
for the year exceeds $1 million, shareholders must approve the terms of such
plan no later than the first shareholder meeting following December 31, 1996.
Rather than submit the 1988 Plan, which will soon terminate, to shareholders,
the Company determined instead to submit for shareholder approval a new
Incentive Stock Plan which will continue for a significantly longer period. In
the event that the Plan is approved, the 1988 Plan will be considered terminated
(except with respect to outstanding awards); no new awards will be granted under
31
the 1988 Plan; and the reserve for remaining shares of Common Stock to be issued
thereunder will be canceled (other than shares reserved for outstanding awards).
Any such reserve for outstanding awards under the 1988 Plan will, upon
cancellation of any such awards, be reduced by the amount of the canceled
awards, and the shares so canceled will not be added to the available reserves
under the new Plan.
Any employee of the Company or any of its subsidiaries will be eligible for
any award under the Plan if selected by the Committee, except members of the
Committee or Directors of the Company whose principal employment is not with the
Company or any of its subsidiaries. Subject to the provisions of the Plan, the
Committee will have full authority and discretion to determine the individuals
to whom awards will be granted and the amount and form of such awards. There
are approximately 31,837 persons employed by the Company and its subsidiaries
who would be eligible for selection for participation by the Committee. No
determination has been made by the Committee with respect to the specific
recipients or the amount or nature of any future awards under the Plan. Other
than the amount of shares available for granting of awards under the Plan, there
are no limitations on the number of shares which may be granted to a single
individual by the Committee.
Under the Plan, the Committee will be authorized (i) to grant stock options
that qualify as ``ncentive Stock Options'' (``ISOs'') under Section 422 of the
Code, and (ii) to grant stock options that do not so qualify. No stock option
can be granted at an option price less than the fair market value of the Common
Stock at the time of grant. No stock option can be exercised more than ten
years after the date such option is granted. In the case of Incentive Stock
Options, the aggregate fair market value of the Common Stock with respect to
which options are exercisable for the first time by any recipient during any
calendar year cannot, under present tax rules, exceed $100,000.
32
The Committee will also be authorized to grant Other Stock Awards
including, but not limited to, restricted stock awards and deferrals of an
Employee's cash bonus or other compensation in the form of stock equivalents
under such terms and conditions as the Committee may prescribe. The shares of
Common Stock which may be granted pursuant to a restricted stock award will be
restricted and will not be able to be sold, pledged, transferred or otherwise
disposed of until such restrictions lapse. Shares of Common Stock issued
pursuant to a restricted stock award will be issued for no monetary
consideration.
The Committee has determined that the deferral of cash bonuses and other
compensation under the Plan will be made in accordance with the provisions of
the Deferred Compensation Plan for Key Employees. Pursuant to that plan, the
Committee may, in its discretion, permit an eligible employee to defer payment
of a cash bonus or other cash consideration under the Equity Option of the Plan.
Upon such deferral, an unfunded account in the employee's name will be credited
with an appropriate number of stock equivalents. In addition, an additional
matching deferral may be credited with respect to all employee deferrals in any
specific fiscal year, subject to forfeiture if the employee leaves employment
with the Company (other than because of normal retirement) prior to five years
following such crediting. Such employee's account will be credited from time to
time with dividend equivalents if dividends are paid by the Company.
Distributions under the Equity Option may be made only upon the employee's
retirement or other termination of employment; however, in the event that the
Company is in default of its funding obligations under the Grantor Trust
described on page 33 of this Proxy Statement, payment of all amounts credited
will be made as soon as practicable thereafter, unless the employee elects to
continue to defer payment. Upon distribution, the employee will receive shares
of Common Stock equal to the number of equivalents in such employee's vested
balance account or, at the Committee's discretion, may receive the value of such
33
shares in cash. Executive Officers may only receive the value of such shares in
cash.
The Plan provides that it may be amended by the Board of Directors, except
that no such amendment can increase the number of shares of stock reserved for
awards, withdraw the authority of the Committee to administer the Plan, change
the class of individuals who may be eligible for awards, or change the term of
awards granted prior to the amendment without the consent of the recipient.
Appropriate adjustments will be made to the number of shares available for
awards and the terms of outstanding awards under the Plan to reflect any
issuance by the Company of another class of common, preferred, or otherwise
targeted stock, any stock split-up, stock dividend, combination or
reclassification with respect to any outstanding series or class of stock of the
Company, the consolidation or merger of the Company with any other entity or the
sale of all or substantially all of the assets of the Company.
Under current accounting practices, stock options which contain no specific
performance criterion and are granted with an option price at least equal to the
market price of the Common Stock on the date of grant would not result in any
charge against earnings of the Company either at the time of grant or upon
exercise. Stock options with a performance component will result in a charge to
earnings if the performance criterion is met. If the options are exercised, the
proceeds received will be credited to the Common Stock account and to the
capital in excess of par account and the shares issued would be added to the
total Common Stock outstanding. Other Stock Awards will result in a charge
against earnings.
New Plan Benefits
As the Committee has sole discretion to grant awards under the Plan and, as
noted, no determination has been made as to specific recipients or the amount or
34
nature of awards to be made under the Plan, the amount or nature of awards which
would have been granted in the last fiscal year had the Plan been in effect
cannot be determined. However, the following table reflects benefits granted or
credited under the 1988 Plan during fiscal year 1995. Shares of Common Stock
issued with respect to such awards will be issued out of the reserve established
for the 1988 Plan. Executive Officers may receive only cash with respect to
stock equivalents credited to their accounts. Benefits granted in any
particular year are solely in the discretion of the Committee, and amounts shown
in this table should not be assumed to predict any awards which may be granted
in future years under the Plan. The awards shown below for the named
individuals have also been reported in the Summary Compensation Table on page 26
and the Option Grant Table on page 27 of this Proxy Statement.
35
<TABLE>
<CAPTION>
STOCK RESTRICTED STOCK EQUIV
NAME AND PRINCIPAL POSITION OPTIONS STOCK DOLLAR VALUE
GRANTED<F1> AWARDS (as of date of
- --------------------------- ----------- --------- ----------------
<S> <C> <C> <C>
W. P. Stiritz 195,000 0 $267,750
Chairman of the Board, Chief
Executive Officer and President
J. W. Brown 157,500 0 $50,000
Vice President, and Chief Executive
Officer and President, Protein
Technologies International, Inc.
J. R. Elsesser 55,000 0 $59,000
Vice President and
Chief Financial Officer
W. P. McGinnis 65,000 0 $63,750
Vice President, and President and
Chief Executive Officer,
Pet Products Group
J. P. Mulcahy 65,000 0 $0.00
Vice President; and Chairman of the
Board and Chief Executive Officer
Eveready Battery Company, Inc.
All Executive Officers as a Group 718,500(3) 5,000(4) $479,275
All Other Employees as a Group 1,180,750(3) 16,000(4) $950,524
- --------------
<FN>
<F1>The exercise price, expiration date and other conditions of option grants to
Option Grant Table on page 27 of this Proxy Statement. All other options granted dur
prices and expiration dates. All options granted were granted at an option price equ
on the date of grant. The weighted average option price per share of all options gra
<F2> The amount shown reflects only the 25% Company match on amounts deferred du
Option of the Deferred Compensation Plan for Key Employees. The 25% Company match on
named individuals was as follows: Mr. Stiritz--$125,000; Mr. Brown--$0; Mr. Elsesser
$26,625; all Executive Officers as a Group--$260,115; and all Other Employees as a Gr
<F3> Of this amount, 419,000 options granted to all Executive Officers as a Grou
Employees as a Group have additional target market price restrictions on exercisabili
Grant Table on page 27 of this Proxy Statement.
<F4> Restrictions on awards granted during fiscal year 1995 lapse only upon the
employment following attainment of age 62.
</TABLE>
37
Income Tax Consequences
Stock options to be issued under the Plan as ISOs will satisfy the
requirements of Section 422 of the Code. Under the provisions of that section,
the optionee will not be deemed to receive any income at the time an ISO is
granted or exercised. If the optionee disposes of the shares of Common Stock
acquired more than two years after the grant and one year after the exercise of
the ISO, the gain, if any (i.e., the excess of the amount realized for the
shares over the option price) will be long-term capital gain. If the optionee
disposes of the shares acquired on exercise of an ISO within two years after the
date of grant or within one year after the exercise of the ISO, the disposition
will constitute a `disqualifying disposition'' and the optionee will have
ordinary income in the year of the disqualifying disposition equal to the fair
market value of the stock on the date of exercise minus the option price. The
excess of the amount received for the shares over the fair market value at the
time of exercise will be short-term capital gain if the shares are disposed of
within one year after the ISO is exercised, or long-term capital gain if the
shares are disposed of more than one year after the ISO is exercised. If the
optionee disposes of the shares in a disqualifying disposition, and such
disposition is a sale or exchange which would result in a loss to the optionee,
then the amount treated as ordinary income shall not exceed the excess (if any)
of the amount realized on such sale or exchange over the adjusted basis of such
shares.
The Company is not entitled to a deduction as a result of the grant or
exercise of an ISO. If the optionee has ordinary income as a result of a
disqualifying disposition, the Company will have a corresponding deductible
expense in an equivalent amount in the taxable year of the Company in which the
disqualifying disposition occurs.
The difference between the fair market value of the option at the time of
exercise and the option price is a tax preference item for alternative minimum
tax purposes. The basis in an ISO for alternative minimum tax purpose is
increased by the amount of the preference.
Stock options issued under the Plan which do not satisfy the requirements
of Section 422 of the Code will have the following tax consequences:
1. the optionee will have ordinary income at the time the option is
exercised in an amount equal to the excess of the fair market value of
the Common Stock acquired at the date of exercise over the option
price;
2. the Company will have a deductible expense in an amount equal to the
ordinary income of the optionee;
3. no amount other than the price paid upon exercise of the option shall
be considered as received by the Company for shares so transferred;
and
4. any gain from the subsequent sale of the shares of Common Stock
acquired upon exercise for an amount in excess of fair market value on
the date the option is exercised will be capital gain and any loss
will be capital loss.
In general, a recipient of Other Stock Awards, including stock equivalents
pursuant to the Deferred Compensation Plan for Key Employees, but excluding
restricted stock awards (see below), will have ordinary income equal to the cash
or fair market value of the Common Stock on the date received in the year in
which the award is actually paid. The Company will have a corresponding
deductible expense in an amount equal to that reported by the recipient as
39
ordinary income in the same year so reported. The recipient's basis in the
stock received will be equal to the fair market value of the Common Stock when
received and his or her holding period will begin on that date.
With respect to restricted stock awards, such awards do not constitute
taxable income under existing Federal tax law until such time as restrictions
lapse with respect to any installment. When any installment of shares are
released from restriction, the market value of such shares of Common Stock on
the date the restrictions lapse constitutes income to the recipient in that year
and is taxable at ordinary income rates.
The Code, however, permits a recipient of a restricted stock award to elect
to have the award treated as taxable income in the year of the award and to pay
tax at ordinary income tax rates on the fair market value of all of the shares
awarded based on the price of the shares on the date the recipient receives a
beneficial interest in such shares. The election must be made promptly within
time limits prescribed by the Code and the regulations thereunder. Any
appreciation in value thereafter would be taxed at capital gain rates when the
restrictions lapse and the stock is subsequently sold. However, should the
market value of the stock, at the time the restrictions lapse and the stock is
sold, be lower than at the date acquired, the recipient would have a capital
loss, to the extent of the difference. In addition, if, after electing to pay
tax on the award in the year received, the recipient subsequently forfeits the
award for any reason, the tax previously paid is not recoverable. Since the
lapse of restrictions on restricted stock awards is accelerated in the event of
a change in control of the Company, such an acceleration may result in an excess
parachute payment, as defined in Section 280G of the Code. In such event, the
Company's deduction with respect to such excess parachute payment is denied and
the recipient is subject to a nondeductible 20% excise tax on such excess
parachute payment.
40
Vote Required
The affirmative vote of a majority of the outstanding Common Stock and ESOP
Preferred Stock, voting together as a single class, is required for approval.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 4, TO ADOPT THE 1996
INCENTIVE STOCK PLAN.
OTHER BUSINESS
The Board knows of no business which will be presented for consideration at
the 1996 Annual Meeting of Shareholders other than that stated above. However,
certain shareholders may present topics for discussion if presented in
accordance with the provisions of the Company's Bylaws which require 25 days'
advance written notice to the Secretary of the Company. Should any such matter
properly come before the meeting and be submitted for a vote, votes may be cast
pursuant to proxies granting discretionary authority to the Proxies in respect
to any such matter in the best judgment of the person or persons acting under
the proxies.
EXECUTIVE COMPENSATION
The following tables and narrative text discuss the compensation paid in
fiscal year 1995 and the two prior fiscal years to the Company's Chief Executive
Officer and the Company's four other most highly compensated executive officers
(collectively, `Named Executive Officers'').
41
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG
COMPE
ANNUAL COMPENSATION (AW
-------------------- ---
SECU
OTHER ANNUAL UNDE
COMPENSATION OPT
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($) (
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <
W. P. Stiritz 1995 $900,000 $1,071,000 $14,135 195,0
Chairman of the Board, 1994 $825,000 $500,000 $38,060
Chief Executive Officer 1993 $800,000 $350,000 $26,110
and President
J. W. Brown 1995 $257,500 $200,000 $7,845 157,5
Vice President, and 1994 $257,500 $150,000 $6,368 46,4
Chief Executive Officer and 1993 $250,000 $150,000 $6,261
President, Protein
Technologies International, Inc.
J. R. Elsesser 1995 $277,500 $236,000 $6,140 55,0
Vice President and 1994 $247,500 $125,000 $8,277
Chief Financial Officer 1993 $220,000 $105,000 $9,822
W. P. McGinnis 1995 $310,000 $255,000 $10,927 65,0
Vice President, and President and 1994 $257,500 $175,000 $7,4
Chief Executive Officer, 1993 $250,000 $200,000 $9,299
Pet Products Group
J. P. Mulcahy 1995 $310,000 $255,000 $6,138 65,0
Vice President; and Chairman 1994 $277,500 $166,500 $8,465
of the Board and Chief 1993 $250,000 $165,000 $12,527
Executive Officer Eveready
Battery Company, Inc.
- --------------
<FN>
<F1> The amounts shown in this column consist of the following: (i) above market inte
the Fixed Benefit Option of the Company's Deferred Compensation Plan for Key Emp
$4,244, $3,943, and $3,460, respectively, for Messrs. Stiritz, Brown, Elsesser,
contributions or accruals under the Company's Savings Investment Plan and Execut
$54,000, $15,450, $16,650, $18,600 and $34,933, respectively, for Messrs. Stirit
fiscal year 1995. The amounts shown in the column also include $267,750, $50,00
Messrs. Stiritz, Brown, Elsesser and McGinnis as a Company match of 25% of amoun
Equity Option of the Deferred Compensation Plan for Key Employees; and (iii) amo
dollar life insurance premiums paid by the Company-these amounts will be repaid
are equal to the premiums outstanding during the fiscal year multiplied by the C
rate during the year. Such amounts are $214,562, $20,277, $60,833, $33,236 and $
Brown, Elsesser, McGinnis and Mulcahy.
<F2> Options granted in 1994 were 524,472 options to acquire CBG Stock. Upon exchang
May 15, 1995, outstanding options to acquire shares of CBG Stock were, pursuant
options to acquire Common Stock.
</TABLE>
43
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
POTEN
A
ST
------
<FA> <FB><F1> <FC> <FD><F2> <FE> <FF
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS GRANTED EXERCISE OR
OPTIONS TO EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/Sh) DATE 0%($
---- ----------- --------------- ----------- ---------- ----
<S> <C> <C> <C> <C> <C>
W. P. Stiritz 50,000<F3><F6> 2.63% $58 9-27-05 ---
50,000<F3><F6> 2.63% $58 9-27-05 ---
50,000<F3><F6> 2.63% $58 9-27-05 ---
45,000<F4><F6> 2.37% $48 3-22-05 ---
J. W. Brown 10,000<F3><F6> .53% $58 9-27-05 ---
10,000<F3><F6> .53% $58 9-27-05 ---
10,000<F3><F6> .53% $58 9-27-05 ---
112,500<F5><F6> 5.92% $58 9-27-05 ---
15,000<F4><F6> .79% $48 3-22-05 ---
J. R. Elsesser 13,334<F3><F6> .70% $58 9-27-05 ---
13,333<F3><F6> .70% $58 9-27-05 ---
13,333<F3><F6> .70% $58 9-27-05 ---
15,000<F4><F6> .79% $48 3-22-05 ---
W. P. McGinnis 16,667<F3><F6> .88% $58 9-27-05 ---
16,667<F3><F6> .88% $58 9-27-05 ---
16,666<F3><F6> .88% $58 9-27-05 ---
15,000<F4><F6> .79% $48 3-22-05 ---
J. P. Mulcahy 16,667<F3><F6> .88% $58 9-27-05 ---
16,667<F3><F6> .88% $58 9-27-05 ---
16,666<F3><F6> .88% $58 9-27-05 ---
15,000<F4><F6> .79% $48 3-22-05 ---
<FN>
<F1> Options granted were options to acquire shares of Common Stock.
<F2> Market price on date of grant.
<F3> Reflects one of three tranches each equal to 33-1/3% of performance options gran
options are exercisable in such tranches on 9-28-98, 9-28-01 and 9-28-04, provid
market price (reflecting a 5% per year increase in the market price of the Commo
target market price is not met on the relevant date, shares of that tranche will
target market price for a subsequent anniversary of the date of the grant is met
which each tranche of such shares would first become exercisable are $67.14, $77
<F4> Exercisable at the rate of 25% of total shares on March 23 in each of the years
<F5> Exercisable at the rate of 20% of total shares on September 28 in each of the ye
<F6> All options become exercisable upon death, declaration of permanent and total di
of employment (other than for cause) or change in control of the Company.
46
<F7> Potential realizable value is calculated based on an assumption that the price o
rates shown (0%, 5%, 10%), compounded annually, from the date of grant of option
is net of the exercise price but is not adjusted for the taxes that would be due
illustrate the potential realizable value using 5% and 10% assumed rates of appr
Securities and Exchange Commission. This does not represent the Company's estim
actual gains, if any, upon future exercise of any of these options will depend o
</TABLE>
47
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION VALUES
<CAPTION>
NUMBER OF UNEXERCISED
SHARES OPTIONS AT FY-END(#)<F1><F2>
ACQUIRED ON VALUE ----------------------------- ----
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERC
- ---- ----------- ----------- ----------- ------------ -----
<S> <C> <C> <C> <C>
W. P. Stiritz 0 0 134,148 657,069 $3,45
J. W. Brown 0 0 71,682 298,242 $1,53
J. R. Elsesser 0 0 89,432 263,676 $2,30
W. P. McGinnis 0 0 89,432 273,676 $2,30
J. P. Mulcahy 0 0 89,432 273,676 $2,30
- --------------------
<FN>
<F1> Pursuant to anti-dilution provisions of outstanding option awards, all outstandi
on May 15, 1995, concurrent with the exchange of each outstanding share of CBG S
converted into options to acquire shares of Common Stock. Both the number of sh
of the existing options were adjusted in the conversion based upon the exchange
dates and periods of exercisability, remained unchanged.
<F2> All options become exercisable upon death, declaration of permanent and total di
of employment (other than for cause) or change in control of the Company.
</TABLE>
50
<TABLE>
LONG-TERM INCENTIVE PLANS -
AWARDS IN LAST FISCAL YEAR
<CAPTION>
Estimated Future Payment
Under Non-Stock Price-Bas
-------------------------
(a) (b) (c) (d) (e)
Number Performance
of Shares, or Other Period
Units or Other Until Maturation Threshold Target
Name Rights (#) or Payout ($) ($)
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
25% of 3 years' 125%
W. P. Stiritz N/A 9/30/97 aggregate salary N/A aggr
J. W. Brown N/A 9/30/97 `` `` N/A
J. R. Elsesser N/A 9/30/97 `` `` N/A
W. P. McGinnis N/A 9/30/97 `` `` N/A
J. P. Mulcahy N/A 9/30/97 `` `` N/A
</TABLE>
The Committee approved the adoption of a Leveraged Incentive Plan,
effective October 1, 1994, for a select group of executives of the Company
including the Named Executive Officers. The plan is designed to pay a cash
bonus to participants if, during the three-year period commencing on that date,
total shareholder return, (defined as stock price appreciation including
reinvestment of dividends), equals or exceeds certain thresholds for average
annual shareholder return set by the Committee. Each of the Named Executive
Officers will be entitled to a payment under this portion of the Plan ranging
from 25% of his aggregate salary for the three-year period if the average annual
shareholder return for the period equals or exceeds 10%, increasing ratably to a
maximum of 100% of his aggregate salary for the period if the return averages
20% per year. No payments will be made under this portion of the Plan if the
average annual return is less than 10% for the period. In addition, if the
Company's total shareholder return for the three-year period is at or above that
of the 75th percentile of a group of approximately 20 peer competitors, the
Named Executive Officers will be entitled to receive a payment equal to 25% of
aggregate salary for the three-year period. A participant must remain employed
by the Company through the end of the three-year period to be eligible for a
payment. Payments that otherwise would not be deductible under Section 162(m)
of the Internal Revenue Code may, at the sole discretion of the Committee, be
deferred in whole or in part until such time as they are deductible by the
Company.
RETIREMENT PLAN
The Purina Retirement Plan for Sales, Administrative and Clerical Employees
(the "Retirement Plan") may provide pension benefits in the future to the Named
Executive Officers. Substantially all regular U.S. sales, administrative and
clerical employees having one year of service with the Company or certain of its
majority-owned subsidiaries are eligible to participate in the Retirement Plan.
Employees become vested after five years of service. Normal retirement is at age
65; however, employees who work beyond age 65 may continue to accrue benefits.
Annual benefits are computed by multiplying the participant's Final Average
Earnings (average of participant's five highest consecutive annual earnings
during ten years prior to retirement or earlier termination) by the product of
1.5% times the participant's years of service (to a maximum of 40 years) and by
subtracting from that amount up to one-half of the participant's primary social
security benefit at retirement (with the actual amount of offset determined by
age and years of service at retirement).
The following table shows the estimated annual retirement benefits that
would be payable from the Retirement Plan to salaried employees, including the
Named Executive Officers, assuming age 65 retirement. To the extent a named
Executive Officer's compensation or benefits exceed certain limits imposed by
the Internal Revenue Code of 1986, as amended, the table also includes benefits
payable from an unfunded supplemental retirement plan. The table reflects
benefits prior to the subtraction of social security benefits as described
above.
54
<TABLE>
PENSION PLAN TABLE
<CAPTION>
REMUNERATION YEARS OF SERVICE
(FINAL AVERAGE --------------------------------------------------------------------
EARNINGS) 10 15 20 25 30
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$300,000 $45,000 $67,500 $90,000 $112,500 $135,000 $
400,000 60,000 90,000 120,000 150,000 180,000
500,000 75,000 112,500 150,000 187,500 225,000
600,000 90,000 135,000 180,000 225,000 270,000
700,000 105,000 157,500 210,000 262,500 315,000
800,000 120,000 180,000 240,000 300,000 360,000
900,000 135,000 202,500 270,000 337,500 405,000
1,000,000 150,000 225,000 300,000 375,000 450,000
1,200,000 180,000 270,000 360,000 450,000 540,000
1,400,000 210,000 315,000 420,000 525,000 630,000
1,600,000 240,000 360,000 480,000 600,000 720,000
2,000,000 300,000 450,000 600,000 750,000 900,000 1,
2,400,000 360,000 540,000 720,000 900,000 1,080,000 1,
</TABLE>
56
For the purpose of calculating retirement benefits, the Named Executive
Officers had, as of September 30, 1995, the following years of credited service:
Messrs. Stiritz-32 years; Brown-25 years; Elsesser-10 years; McGinnis-23 years;
and Mulcahy-28 years. Earnings used in calculating benefits under the Retirement
Plan and any unfunded supplemental retirement plan previously described are
approximately equal to amounts included in the Salary and Bonus columns in the
Summary Compensation Table on page 26.
DEATH BENEFIT PLAN
The Company maintains, at no cost to the participants, an unfunded
Executive Life Plan to provide supplemental benefits to certain key members of
management, generally at the level of division vice president and above. The
Plan provides a death benefit, after retirement of a plan participant, to his or
her named beneficiary in an amount equal, on an after-tax basis, to 50% of the
participant's last full year's salary and bonus prior to retirement. To be
eligible for the benefit, a participant must at the time of retirement meet
certain conditions, including (i) being enrolled in the Company's Partnership
Life Plan, which is available to substantially all non-union administrative and
production employees in the United States with elective coverage of at least one
times earnings; and (ii) being age 55 with at least two years of service or
having a combination of age and years of service equal to at least 80. Messrs.
Stiritz and Brown participated in this Plan during fiscal year 1995.
GRANTOR TRUST
During fiscal year 1994, the Company established and funded an irrevocable
grantor trust to provide a source of funds to assist the Company in meeting its
obligations under certain employee benefit plans and programs in which the Named
Executive Officers, as well as other employees, participate. At the present
time, assets of the trust consist primarily of Common Stock and corporate-owned
life insurance policies. In the event that the Company is in default of its
funding obligations under the trust, payment of obligations under such plans and
programs will immediately accelerate unless the employee elects to defer
payment.
CHANGE-IN-CONTROL AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
The Company has Management Continuity Agreements with the Named Executive
Officers. The purpose of the agreements is to provide severance compensation to
each covered Executive Officer in the event of the officer's voluntary or
involuntary termination after a change in control of the Company. The
compensation provided would be in the form of a lump sum payment equal to the
present value of continuing the Executive Officer's salary and bonus for a
specified period following the Executive Officer's termination of employment,
the continuation of other executive benefits for the same applicable period and
certain pension bridging payments. The initial applicable period is four years
in the case of Mr. Stiritz, and three years for the other Named Executive
Officers, which periods are subject to reduction for each complete year the
Executive Officer remains employed following the change in control. No payments
would be made in the event the Executive Officer's termination is due to death,
disability or normal retirement, or is for cause, nor would any payments
continue beyond the Executive Officer's normal retirement date.
HUMAN RESOURCES COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Human Resources Committee (the "Committee") consists entirely of non-
management directors free from relationships that might be considered a conflict
of interest. The Committee approves direct and indirect remuneration of all
executive officers. It also administers, and makes awards under, the
58
shareholder-approved Ralston Purina Company 1988 Incentive Stock Plan pursuant
to which stock-based awards such as stock options and restricted stock may be
granted.
The Company's executive compensation program is designed to attract, retain
and motivate key executives of the Company and to enhance shareholder value by
linking each executive's compensation to both individual and Company
performance. The Company intends to provide an overall package of compensation
that is competitive, but that has a greater "at risk" element than competitive
norms. In determining competitive position, published surveys of a number of
U.S. based corporations of similar size - both corporations engaged in
businesses similar to those of the Company, as well as corporations engaged in
other businesses - are reviewed. Executive compensation for Mr. Stiritz and
other executive officers consists principally of base salary, cash bonus awards
and long-term stock-based incentive awards.
Salary is based on the Committee's assessment of the executive's
responsibilities, experience and performance; compensation data of other
companies; historical compensation levels at the Company; the competitive
environment for attracting and retaining executives; and, in the case of
executive officers other than Mr. Stiritz, on the recommendation of Mr. Stiritz.
While there is no specific weighting of these factors, competitive positioning
is the primary consideration in setting executive salaries, and then, within
that framework, considerations of individual performance, level of
responsibility and experience are used to set specific salaries. The Company
attempts to set base salary levels at or below the median level for executives
holding similar positions at surveyed corporations.
Annual cash bonuses are set each year at or near the end of the Company's
fiscal year. Factors considered in determining the amount of cash bonuses are
the officer's individual performance (including the quality of strategic plans,
59
organizational and management development, special project leadership and
similar manifestations of individual performance); the financial performance of
the officer's business unit relative to the business plan (including such areas
as sales volume, revenues, costs, cash flow and operating profit); Company
financial performance (including the measures of business unit performance
listed above and, in addition, earnings per share, return on equity and total
return to the shareholders in the form of stock price appreciation and
dividends) and historical levels of salary and bonus payments. The Committee
relies heavily, but not exclusively, on these quantitative and qualitative
measures. It exercises subjective judgment and discretion, in light of these
measures and in view of the Company's compensation objectives and policies
described above, to determine overall bonus funds and individual bonus awards.
For fiscal year 1995, the bonuses of Mr. Brown and Mr. McGinnis were determined
in accordance with the foregoing principles.
The 1995 annual bonuses of five executive officers of the Company,
including Mr. Stiritz, were determined according to a bonus program for certain
corporate division employees. The plan provided for payment of a percentage of
base salary, the calculation of which was based in part on a subjective
assessment of an employee's performance and in part on the amount by which the
Company's earnings per share on a fully diluted basis for fiscal year 1995
exceeded such earnings for the preceding fiscal year.
In addition, the 1995 annual bonuses of the three executive officers of the
Company, including Mr. Mulcahy, employed at its Eveready Battery Company
subsidiary were determined according to the Eveready Battery Company Operating
Units Bonus Plan, which provided for a bonus equal to a percentage of their base
salary. The percentage is determined by both a subjective evaluation of their
individual performance as well as Eveready's calculation of earnings, adjusted
for unusual items, for the current fiscal year compared to a calculation of
earnings for the prior fiscal year. The comparison of earnings was given a
60
weight of 70% and the subjective evaluation a weight of 30% in calculating the
percentage used in determining their bonuses.
The Committee expects to continue to utilize executive bonus plans with
varying measures of individual and/or corporate performance for determining all
or part of bonuses for corporate officers. It approved an intermediate term
incentive plan under which certain key employees, including the executive
officers, may be paid a cash award at the end of three years if the Company's
stock performance equals or exceeds certain benchmarks. The Committee approved
the plan in order to support an overall compensation package at competitive
levels for key executives whose actions can effect successful corporate results.
Tying payment under the plan to increases in shareholder value is consistent
with its philosophy of maintaining a relatively high portion of pay at risk. In
addition, the Committee exercises its discretion in determining whether to
permit eligible employees, including executive officers, to defer payment of
their cash bonus or other cash compensation under the terms of the Deferred
Compensation Plan for Key Employees. The terms of that Plan may include, in any
particular year, an additional Company match on deferrals in the Equity Option
of the Plan.
Stock-based incentive awards consist principally of stock options and
restricted stock awards which are granted from time to time under the 1988
Incentive Stock Plan. In general, the Committee bases its decisions to grant
stock-based incentives on the number of shares of Common Stock outstanding, the
number of shares of Common Stock authorized by shareholders under the 1988
Incentive Stock Plan, the number of options and shares of restricted stock held
by the executive for whom an award is being considered and the other elements of
the executive's compensation, as well as the Company's compensation objectives
and policies described above. As with the determination of base salaries and a
portion of bonus awards, the Committee exercises subjective judgment and
discretion in view of the above criteria and its general policies. In September
61
of 1995, the Committee granted a special option award to Mr. Brown, in
recognition of his assuming the leadership of one of the Company's core
businesses.
Stock options entitle the recipient to purchase a specified number of
shares of the Company's Common Stock after a specified period of time and, in
the case of performance-based options, after a performance goal has been met, at
an option price which is equal to the fair market value of the Common Stock at
the time of grant. They provide executives with an opportunity to buy and
maintain an equity interest in the Company while linking the executive's
compensation directly to shareholder value since the executive receives no
benefit from the option unless all shareholders have benefited from an
appreciation in the value of the Company's Common Stock. In addition, since the
options "vest" serially, generally over a period of four to ten years after the
date of grant, they enhance the ability of the Company to retain the executive
while encouraging the executive to take a longer-term view on decisions
impacting the Company.
Restricted stock awards consist of grants of the Company's Common Stock
subject to certain restrictions. The restricted shares may not be sold, pledged
or otherwise transferred until the restrictions lapse, which occurs serially,
generally over a period of four to ten years after the date of grant. However,
certain restricted stock awards generally do not vest at all until the
recipient's attainment of age 62. Dividends, and interest on the dividends,
accumulate until distributed as restrictions on the underlying shares lapse.
Restricted stock awards further the goal of retaining key executives by
encouraging stock ownership while linking executive performance with shareholder
value.
The Committee increased Mr. Stiritz's fiscal year 1996 salary and his 1995
annual cash bonus, in September of 1995, based upon the factors normally
62
considered in fixing base salary and bonus as described above. During fiscal
year 1995, the Committee granted Mr. Stiritz options to purchase 195,000 shares
of Common Stock. In light of the significance of Mr. Stiritz's contributions to
the Company's performance and his role in strategic decisions designed to
promote the Company's future long-term growth, the Committee believes that the
level of compensation paid to Mr. Stiritz is appropriate and in the best
interests of shareholders.
A feature of the Omnibus Budget Reconciliation Act of 1993 sets a limit on
deductible compensation of $1,000,000 per year per person for the Chief
Executive Officer and the next four highest-paid executives. The Committee has
directed the Company's management to review executive compensation arrangements
and employee benefit plans in light of this provision. While it is the general
intention of the Committee to meet the requirements for deductibility, the
Committee may, in the exercise of its judgment, approve payment of compensation
from time to time that may not be fully deductible. The Committee believes this
flexibility will enable it to respond to changing business conditions or to an
executive's individual performance. The Committee will continue to review and
monitor its policy with respect to the deductibility of compensation.
W. H. Danforth-Chairman J. H. Biggs
M. D. Ingram K. D. Ortega
PERFORMANCE GRAPHS
The graphs displayed below are presented in accordance with SEC
requirements. Shareholders are cautioned against drawing any conclusions from
the data contained therein, as past results are not necessarily indicative of
63
future performance. These graphs in no way reflect the Company's forecast of
future financial performance.
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, that might incorporate future filings, including this
Notice of Annual Meeting of Shareholders and Proxy Statement, in whole or in
part, the following Performance Graphs and the Human Resources Committee Report
on Executive Compensation set forth above shall not be incorporated by reference
into any such filings.
Set forth below are line graphs comparing the annual percentage change in
cumulative total shareholder return for each class of Ralston Purina Company's
common stock with the cumulative total return of the Standard & Poor's 500 Stock
Index, the Standard & Poor's Food Index and a Bakery Index as defined in
footnote (3) to the graphs.
COMPARISON OF CUMULATIVE TOTAL RETURN ON $100 INVESTED IN
RALSTON PURINA COMPANY COMMON STOCK ON SEPTEMBER 30, 1990
VS. S&P 500 AND S&P FOOD INDICES<F1>
[GRAPH]
COMPARISON OF CUMULATIVE TOTAL RETURN ON $100 INVESTED IN
RALSTON - RPG GROUP AND RALSTON - CBG GROUP COMMON STOCKS
FROM AUGUST 2, 1993 THROUGH MAY 15, 1995
64
VS. S&P 500 AND COMPETITOR INDICES<F2>
[GRAPH]
- ------------------
<F1> On July 30, 1993, Ralston Purina Company recapitalized its former single
class of common stock by redesignating it as Ralston-Ralston Purina Group
Common Stock (`RPG Stock'') and distributing Ralston-Continental Baking
Group Common Stock (``BG Stock''). For the line designated as "Ralston"
the graph depicts the cumulative return on $100 invested in Ralston Purina
Company's former single class of common stock from September 30, 1990
through July 30, 1993. Since August 2, 1993 (the date of initial issuance
of RPG and CBG Stocks, depicted by the first solid vertical line) the graph
depicts the cumulative return on $100 invested on that date in a
capitalization-weighted combination of RPG and CBG Stock. Furthermore, on
March 31, 1994, Ralston spun-off Ralcorp Holdings, Inc. via a one for three
stock dividend, which for performance purposes for RPG has been treated as
a special one-time stock dividend in which the Ralcorp dividend was assumed
liquidated with the proceeds from the sale being reinvested in RPG common.
On April 4, 1994, (the initial date of issuance of the Ralcorp dividend)
Ralcorp closed at $15.00 and RPG Stock closed at $37.25. On May 15, 1995
(as depicted by the second solid vertical line) each share of CBG Stock was
exchanged for .0886 shares of RPG Stock; the shares of RPG Stock received
upon the exchange are included in the overall performance of RPG Stock
65
subsequent to that date. For the S&P 500 and S&P Food Indices, cumulative
returns are measured for the period September 30, 1990 through September
30, 1995, with the value of each index set to $100 on September 30, 1990.
Total return assumes reinvestment of dividends.
<F2> The lower graph depicts the cumulative return since August 2, 1993, the
date of initial issuance of RPG Stock and CBG Stock, through May 15, 1995,
the date shares of CBG Stock were exchanged for shares of RPG Stock, of
$100 invested during that time period in either RPG Stock or CBG Stock or
one of the competitor indices. Total return assumes reinvestment of
dividends.
<F3> The Bakery Index consists of a capitalization-weighted combination of the
common stocks of CBG, Flowers Industries, Inc. and Interstate Bakeries
Corporation.
SOLICITATION STATEMENT
The cost of the solicitation of proxies will be borne by the Company. In
addition to the use of the mails, solicitations may be made by regular employees
of the Company, by telephone or personal contact. Georgeson & Co. has been
retained to assist in the solicitation of proxies for a fee of $11,000, plus
expenses. The Company will reimburse banks, brokerage firms and other
custodians, nominees and fiduciaries for costs reasonably incurred by them in
sending proxy materials to the beneficial owners of the Ralston-Ralston Purina
Group Common Stock.
SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Any shareholder proposal intended to be presented at the 1997 Annual
Meeting of Shareholders and to be included in the Company's proxy statement and
66
form of proxy for that meeting must be received by the Company, directed to the
attention of the Secretary, not later than August 19, 1996. Any such proposals
must comply in all respects with the rules and regulations of the Securities and
Exchange Commission and the Bylaws of the Company.
By order of the Board of Directors,
/s/ James M. Neville
JAMES M. NEVILLE
Secretary
December 15, 1995
APPENDIX
1. Shareholder letter has a facsimile signature.
2. Page 5 has a facsimile signature.
3. Page 7 contains two, one inch by one inch pictures of Directors.
4. Page 8 contains four, one inch by one inch pictures of Directors.
5. Page 9 contains four, one inch by one pictures of Directors.
6. The Stock Price Performance Graphs on page 37 of the printed document are
being transmitted in a format which cannot be processed by Edgar. A paper
copy of the proxy statement containing these graphs will be mailed to
registrant's branch chief. The Graph titled `Comparison of Cumulative
Total Return on $100 Invested in Ralston Purina Company Common Stock on
September 30, 1990 vs. S & P 500 and S & P Food Indices''depicts the
following returns:
67
<TABLE>
<CAPTION>
Measurement Point Ralston S & P 500 S
------------------ ------- --------- --
<S> <C> <C>
9-30-90 $100.00 $100.00
9-30-91 99.59 131.29
9-30-92 92.74 145.62
9-30-93 85.13 164.52
9-30-94 115.59 170.57
9-30-95 164.53 221.31
</TABLE>
The Graph titled `Comparison of Cumulative Total Return on $100 Invested in
Ralston - RPG Group and Ralston - CBG Group Common Stocks from August 2, 1993
through May 15, 1995 vs. S & P 500 and Competitor Indices''depicts the
following returns:
<TABLE>
<CAPTION>
Measurement
Point RPG CBG S & P 500 S & P Food
------------ --- --- --------- ----------
<S> <C> <C> <C> <C>
8-2-93 $100.00 $100.00 $100.00 $100.00
9-30-93 102.74 121.44 102.99 105.21
9-30-94 144.03 69.39 106.78 116.59
5-15-95 172.88 55.20 123.91 133.91
</TABLE>
7. Page 38 has a facsimile signature.
8. The Employee Shareholder letter on page 41 has a facsimile signature.
December 15, 1995
Dear Employee:
Enclosed is a proxy statement and a proxy for the Annual Meeting of Shareholders
of Ralston Purina Company to be held on February 1, 1996. The enclosed proxy
relates to shares of Ralston Common Stock as to which you are the record holder
and shares of Ralston Common Stock and ESOP Preferred Stock credited to your
account in the Ralston Purina Savings Investment Plan (`Plan'').
The Trustees of the Plan will vote all shares of Common Stock and ESOP Preferred
Stock held in the Plan as of November 27, 1995, whether or not they have been
credited to participants' accounts. For administrative reasons, shares credited
to your account as of a cut-off date of October 31, 1995, will be voted in
accordance with your instructions on the enclosed proxy card. Any credited
shares for which no instructions are received by the Trustee, and any shares in
the fund which were not credited as of October 31, 1995, will be voted by the
Trustee in the same proportion as the shares for which instructions were
received from all participants.
Would you please complete, sign and date the enclosed proxy and return it, in
the post-paid envelope provided, to the Corporation Trust Company, which acts as
Tabulator. In order to provide the Tabulator with time to tabulate the votes,
it has been requested that all proxies be returned as promptly as possible, but
no later than January 29, 1996.
You may also have received additional proxy statements and proxies relating to
other shares of stock held by you. These proxies are not duplicates of the one
enclosed and we ask that they also be completed and returned pursuant to the
instructions enclosed with them.
/s/ William P. Stiritz
WILLIAM P. STIRITZ
Chairman of the Board and
Chief Executive Officer
December 15, 1995
TO: Participants in the Ralston Purina Common Stock
Fund of the Interstate Brands Corporation
Savings Investment Plan:
Enclosed is a proxy statement and a proxy for the Annual Meeting of Shareholders
of Ralston Purina Company to be held on February 1, 1996. The enclosed proxy
72
relates to shares of Ralston Common Stock credited to your account in the
Interstate Brands Corporation Savings Investment Plan (`Plan'').
As Trustee of the Plan, Vanguard Fiduciary Trust Company will vote all shares of
Common Stock held in the Plan as of November 27, 1995, whether or not they have
been credited to participants' accounts. For administrative reasons, shares
credited to your account as of a cut-off date of October 31, 1995, will be voted
in accordance with your instructions on the enclosed proxy card. Any credited
shares for which no instructions are received by Vanguard, and any shares in the
fund which were not credited as of October 31, 1995, will be voted by Vanguard
in the same proportion as the shares for which instructions were received from
all Plan participants.
Would you please complete, sign and date the enclosed proxy and return it, in
the post-paid envelope provided, to the Corporation Trust Company, which acts as
Tabulator. In order to provide the Tabulator with time to tabulate the votes,
it has been requested that all proxies be returned as promptly as possible, but
no later than January 29, 1996.
You may also have received additional proxy statements and proxies relating to
other shares of Ralston Common Stock held by you. These proxies are not
duplicates of the one enclosed and should also be completed and returned
pursuant to the instructions enclosed with them.
Vanguard Fiduciary
Trust Company
73
EXHIBIT A
AMENDMENT OF RESTATED ARTICLES OF INCORPORATION
RESOLVED, that Article Three - A of the Restated Articles of Incorporation of
Ralston Purina Company entitled CLASSES AND NUMBER OF SHARES, be amended to read
as follows:
"The aggregate number of shares of capital stock which the corporation is
authorized to issue is 610,600,000 shares, consisting of:
(a) 600,000,000 shares of Common Stock, par value $.10 per share ("Common
Stock"); and
(b) 10,600,000 shares of Preferred Stock, par value $1.00 per share
("Preferred Stock"), of which 4,600,000 shares of Preferred Stock are
designated as Series A ESOP Convertible Preferred Stock ("ESOP
Stock")."
FURTHER RESOLVED that Article Three - D of the Restated Articles of
Incorporation of Ralston Purina Company entitled TERMS OF COMMON STOCK, be
amended to read in its entirety as follows:
``1. Voting Rights. On all matters to be voted on by the holders of shares
of Common Stock, each outstanding share of Common Stock shall have one
vote.
2. Dividend Rights. Subject to the express terms of any outstanding
series of Preferred Stock, dividends may be declared and paid upon the
Common Stock out of funds of the corporation legally available
therefor, in such amounts and at such times as the Board of Directors
may determine. Funds otherwise legally available for the payment of
dividends on the Common Stock shall not be restricted or reduced by
reason of there being any excess of the aggregate preferential amount
of any series of Preferred Stock outstanding over the aggregate par
value thereof. Before any dividend, other than a dividend payable in
Common Stock of the corporation, may be declared and paid with respect
to any class of Common Stock outstanding, all cumulative dividends for
past quarters and the dividend for the current quarter with respect to
the ESOP Preferred Stock outstanding must be declared and paid, or
EXHIBIT B
RALSTON PURINA COMPANY 1996 INCENTIVE STOCK PLAN
Section I. General Provisions
A. Purpose of Plan
The purpose of the Ralston Purina Company 1996 Incentive Stock Plan (the
"Plan") is to enhance the profitability and value of the Company for the benefit
of its shareholders by providing for stock options and other stock awards to
attract, retain and motivate officers and other key employees who make important
contributions to the success of the Company.
B. Definitions of Terms as Used in the Plan
1. "Affiliate" means any subsidiary, whether directly or indirectly
owned, or parent of the Company, or any other entity designated by the
Committee.
2. "Award" means a Stock Option granted under Section II of the Plan or
Other Stock Award granted under Section III of the Plan.
3. "Committee" means the Human Resources Committee of the Board of
Directors of the Company or any successor committee the Board of
Directors may designate to administer the Plan.
4. "Company" means Ralston Purina Company.
5. "Employee" means any person who is employed by the Company or an
Affiliate.
6. `Exchange Act'' means the Securities Exchange Act of 1934, as
amended.
7. "Fair Market Value" of any class or series of Stock means the fair and
reasonable value thereof as determined by the Committee according to
prices in trades as reported on the New York Stock Exchange--Composite
Transactions. If there are no prices so reported or if, in the opinion
of the Committee, such reported prices do not represent the fair and
reasonable value of the Stock, then the Committee shall determine Fair
Market Value by any means it deems reasonable under the circumstances.
8. "RPG Stock" means the Ralston-Ralston Purina Group Common Stock.
9. "Stock" means the RPG Stock or any other authorized class or series of
common stock or any such other security outstanding upon the
reclassification of any of such classes or series of common stock,
including, without limitation, any stock split-up, stock dividend,
creation of targeted 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.
10. `Termination for Cause'' means Employee's termination of employment
with the Company or an Affiliate because of the Employee's willful
engaging 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 Employee, (ii)
an act or omission believed by Employee in good faith to have been in
or not opposed to the best interests of the Company and reasonably
believed by Employee to be lawful, or (iii) the good faith conduct of
Employee in connection with a Change of Control (including opposition
to or support of such Change of Control).
11. `Corporate Officer'' means the President, Chief Executive Officer,
Corporate Vice Presidents, Secretary and Treasurer of the Company.
C. Scope of Plan and Eligibility
Any Employee selected by the Committee, except a member of the Committee or
a director whose principal employment is not with the Company or an Affiliate,
shall be eligible for any Award contemplated under the Plan.
D. Authorization and Reservation
There shall be established a reserve of 5,000,000 authorized shares of RPG
Stock, which shall be the total number of shares of Stock that may be presently
issued pursuant to Awards. The reserves may consist of authorized but unissued
shares of Stock or of reacquired shares, or both. Upon the cancellation or
expiration of an Award, all shares of Stock not issued thereunder shall become
available for the granting of additional Awards.
E. Grant of Awards and Administration of the Plan
1. The Committee shall determine those eligible to receive Awards and the
amount, type and terms of each Award, subject to the provisions of the
Plan. Each member of the Committee shall be (i) an `outside
director''within the meaning of Section 162(m) of the Code, subject
to any transitional rules applicable to the definition of outside
director, and (ii) a `disinterested person'' within the meaning of
Rule 16b-3 under the Exchange Act, or otherwise qualified to
administer this Plan as contemplated by that Rule or any successor
Rule under the Exchange Act. In making any determinations under the
Plan, the Committee shall be entitled to rely on reports, opinions or
statements of officers or employees of the Company, as well as those
of counsel, public accountants and other professional or expert
persons. All determinations, interpretations and other decisions
under or with respect to the Plan or any Award by the Committee shall
be final, conclusive and binding upon all parties, including without
limitation, the Company, any Employee, and any other person with
rights to any Award under the Plan, and no member of the Committee
shall be subject to individual liability with respect to the Plan.
2. The Committee shall administer the Plan and, in connection therewith,
it shall have full power to construe and interpret the Plan, establish
rules and regulations and perform all other acts it believes
reasonable and proper, including the power to delegate responsibility
to others to assist it in administering the Plan.
Section II. Stock Options
A. Description
The Committee may grant options with respect to any class or series of
Stock ("Stock Options") that qualify as "Incentive Stock Options" under Section
422 of the Internal Revenue Code of 1986, as amended, and it may grant Stock
Options that do not so qualify.
B. Terms and Conditions
1. Each Stock Option shall be set forth in a written agreement containing
such terms and conditions as the Committee may determine, subject to
the provisions of the Plan.
2. The purchase price of any shares exercised under any Stock Option must
be paid in full upon such exercise. The payment shall be made in such
form, which may be cash or Stock, as the Committee may determine.
3. No Incentive Stock Option may be exercised after the expiration of ten
(10) years from the date such option is granted.
4. The option price of shares subject to any Stock Option shall not be
less than the Fair Market Value of the appropriate class or series of
Stock at the time the option is granted.
5. In the case of an Incentive Stock Option, the aggregate Fair Market
Value (determined as of the time the option is granted) of the
appropriate class or series of Stock with respect to which options are
exercisable for the first time by any Employee during any calendar
year (under all such plans of his employer corporation and its parent
and subsidiary corporations) shall not exceed $100,000.
C. Period of Exercise
Unless the Committee shall have determined otherwise, upon the occurrence
of an event described in this Section II. C., any options that are otherwise
exercisable on the date of such event shall remain exercisable during the period
set forth herein:
1. Upon termination of the Award recipient's employment at or after
attainment of age 62, or due to death or declaration by the Committee
of the recipient's total and permanent disability, options that are
exercisable upon such termination shall remain exercisable for three
years after such termination;
2. Upon involuntary termination of the Award recipient's employment for
reasons other than Termination for Cause, or upon voluntary
termination of employment on or after age 55 but before age 62,
options that are exercisable shall remain exercisable for six months
after such termination;
3. Upon a declaration of forfeiture pursuant to Section IV of the Plan
due to (i) Termination for Cause of the Award recipient's employment,
(ii) the Award recipient's voluntary termination of employment before
age 55, (iii) the Award recipient's engaging in competition with the
Company or an Affiliate, or (iv) the Award recipient's engaging in any
activity or conduct contrary to the best interests of the Company or
any Affiliate, options that are exercisable shall remain exercisable
for seven days thereafter.
Section III. Other Stock Awards
In addition to Stock Options, the Committee may grant Other Stock Awards
payable in any class or series of Stock upon such terms and conditions as the
Committee may determine, subject to the provisions of the Plan. Other Stock
Awards may include, but are not limited to, the following types of Awards:
1. Restricted Stock Awards. The Committee may grant Restricted Stock
Awards, each of which consists of a grant of shares of any class or
series of Stock subject to terms and conditions determined by the
Committee in its discretion, subject to the provisions of the Plan.
Such terms and conditions shall be set forth in written agreements.
The shares of Stock granted will be restricted and may not be sold,
pledged, transferred or otherwise disposed of until the lapse or
release of restrictions in accordance with the terms of the agreement
and the Plan. Prior to the lapse or release of restrictions, all
shares of Stock are subject to forfeiture in accordance with Section
IV of the Plan. Shares of Stock issued pursuant to a Restricted Stock
Award will be issued for no monetary consideration.
2. Stock Related Deferred Compensation. The Committee may, in its
discretion, permit the deferral of payment of an Employee's cash bonus
or other cash compensation in the form of either cash or any class or
series of Stock (or Stock equivalents, each corresponding to a share
of such Stock) under such terms and conditions as the Committee may
prescribe. Payment of such compensation may be deferred for such
period or until the occurrence of such event as the Committee may
determine. The Committee may, in its discretion, determine whether
any deferral, whether made in cash or such class or series of Stock
(or Stock equivalents) shall be paid on distribution in cash or in
Stock; distributions to Corporate Officers shall be paid only in cash.
If a deferral is permitted in the form of Stock or Stock equivalents,
the number of shares of Stock or number of Stock equivalents deferred
will be determined by dividing the amount of the Employee's bonus or
other cash compensation being deferred by the average of the closing
prices of the appropriate class or series of Stock, as reported by the
New York Stock Exchange-Composite Transactions, during the ten trading
days preceding the effective date of the Committee's decision to
defer. In addition, the Committee may, in any fiscal year, provide
for an additional matching deferral to be credited to an Employee's
account. If the Committee directs the payments in any class or series
of Stock of any portion of amounts deferred in cash, the number of
shares of such Stock paid will be determined based on the average of
the closing prices of such Stock, as reported by the New York Stock
Exchange-Composite Transactions, during the ten trading days before
the payment is due. The Committee, in its discretion, may permit the
conversion of deferrals in any class or series of Stock or Stock
equivalents into deferrals in cash, or the conversion of deferrals in
cash into deferrals in any class or series of Stock or Stock
equivalents. In the event such conversion is permitted, the conversion
price of the appropriate class or series of Stock shall be based on
the Fair Market Value of such Stock. Additional rights or restrictions
may apply in the event of a change in control of the Company.
Section IV. Forfeiture of Awards
A. Unless the Committee shall have determined otherwise, the recipient of an
Award shall forfeit all amounts not payable or rights not exercisable upon
the occurrence of any of the following events:
1. The recipient is Terminated for Cause.
2. The recipient voluntarily terminates his or her employment other than
by retirement after attainment of age 62, or such other age as may be
provided for in the Award.
3. The recipient engages in competition with the Company or any
Affiliate.
4. The recipient engages in any activity or conduct contrary to the best
interests of the Company or any Affiliate.
B. The Committee may include in any Award any additional or different
conditions of forfeiture it may deem appropriate. The Committee also,
after taking into account the relevant circumstances, may waive any
condition of forfeiture stated above or in the Award contract.
C. In the event of forfeiture, the recipient shall lose all rights in and to
the Award. Except in the case of Restricted Stock Awards as to which the
restrictions have not lapsed, this provision, however, shall not be
invoked to force any recipient to return any Stock already received under
an Award.
D. Such determinations as may be necessary for application of this Section,
including any grant of authority to others to make determinations under
this Section, shall be at the sole discretion of the Committee, and its
determinations shall be conclusive.
Section V. Death of Awardee
Upon the death of an Award recipient, the following rules apply:
1. A Stock Option, to the extent exercisable on the date of a recipient's
death, may be exercised at any time within three (3) years after the
recipient's death, but not after the expiration of the term of the
Option. The Stock Option may be exercised by the recipient's
designated beneficiary or personal representative or the person or
persons entitled thereto by will or in accordance with the laws of
descent and distribution.
2. In the case of any other Award, the Stock due shall be determined as
of the date of the recipient's death, in accordance with the terms of
the Award, and the Company shall issue the appropriate number of
shares of the appropriate class or series of Stock or pay cash equal
to the Fair Market Value thereof or such other value as the Committee
may in its sole discretion determine. Such issuance of shares of such
Stock or payment of cash shall be made to recipient's designated
beneficiary or personal representative or the person or persons
entitled thereto by will or in accordance with the laws of descent and
distribution.
An Award recipient may file with the Committee 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 Committee may from
time to time prescribe) to exercise, in the event of the death of the recipient,
a Stock Option, or to receive, in such event, any Other Stock Awards. The
Committee reserves the right to review and approve beneficiary designations. A
recipient may from time to time revoke or change any such designation or
beneficiary and any designation of beneficiary under the Plan shall be
controlling over any other disposition, testamentary or otherwise; provided,
however, that if the Committee shall be in doubt as to the right of any such
beneficiary to exercise any Stock Option or to receive any Other Stock Award,
the Committee may determine to recognize only an exercise by the legal
representative of the recipient, in which case the Company, the Committee and
the members thereof shall not be under any further liability to anyone.
Section VI. Other Governing Provisions
A. Transferability
Except as otherwise noted herein, no award shall be transferable other than
by beneficiary designation, will or the laws of descent and distribution, and
any right granted under an Award may be exercised during the lifetime of the
holder thereof only by him or by his guardian or legal representative.
B. Rights as a Shareholder
A recipient of an Award shall, unless the terms of the Award provide
otherwise, have no rights as a shareholder, with respect to any options or
shares which may be issued in connection with the Award until the issuance of a
Stock certificate for such shares, and no adjustment other than as stated herein
shall be made for dividends or other rights for which the record date is prior
to the issuance of such Stock certificate. In addition, with respect to
Restricted Stock Awards, recipients shall have only such rights as a shareholder
as may be set forth on the certificate or in the terms of the Award.
C. General Conditions of Awards
No Employee or other person shall have any right with respect to this Plan,
the shares reserved or in any Award, contingent or otherwise, until written
evidence of the Award shall have been delivered to the recipient and all the
terms, conditions and provisions of the Plan applicable to such recipient have
been met.
D. Reservation of Rights of Company
The selection of an Employee for any Award shall not give such person any
right to continue as an Employee and the right to discharge any Employee is
specifically reserved.
E. Acceleration
The Committee may, in its sole discretion, accelerate the date of exercise
or other receipt of any Award.
F. Effect of Certain Changes
In the event of any extraordinary dividend, stock split-up, stock dividend,
issuance of any targeted stock, recapitalization, warrant or rights issuance or
combination, exchange 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 or its delegee shall cause such
equitable adjustments as it deems appropriate to be made to the shares reserved
under Section I.D. of the Plan and the terms of outstanding Awards to reflect
such event and preserve the value of such Awards. In the event the Committee
determines that any such event has a minimal effect on the value of Awards, it
may elect not to cause any such adjustments to be made. In all events, the
determination of the Committee or its delegee shall be conclusive. If any such
adjustment would result in a fractional security being issuable or awarded under
this Plan, such fractional security shall be disregarded.
G. Withholding of Taxes
The Company shall deduct from any payment, or otherwise collect from the
recipient, any taxes required to be withheld by federal, state or local
governments in connection with any Award. The recipient may elect, subject to
approval by the Committee, to have shares withheld by the Company in
satisfaction of such taxes, or to deliver other shares of Stock owned by the
recipient in satisfaction of such taxes. With respect to Corporate Officers or
other recipients subject to Section 16(b) of the Exchange Act, the Committee may
impose such other conditions on the recipient's election as it deems necessary
or appropriate in order to exempt such withholding from the penalties set forth
in said Section. The number of shares to be withheld or delivered shall be
calculated by reference to the Fair Market Value of the appropriate class or
series of Stock on the date that such taxes are determined.
H. No Warranty of Tax Effect
Except as may be contained in the terms of any Award, no opinion is
expressed nor warranties made as to the effect for federal, state, or local tax
purposes of any Award.
I. Amendment of Plan
The Board of Directors of the Company may, from time to time, amend,
suspend or terminate the Plan in whole or in part, and if terminated may
reinstate any or all of the provisions of the Plan, except that (1) no
amendment, suspension or termination may apply to the terms of any Award
(contingent or otherwise) granted prior to the effective date of such amendment,
suspension or termination without the recipient's consent; (2) no amendment may
be made to increase the number of shares of Stock reserved under Section I.D. of
the Plan; (3) no amendment may withdraw the authority from the Committee to
administer the Plan; and (4) no amendment may change the class of Employees who
may be eligible or make members of the Committee eligible to receive Awards.
J. Construction of Plan
The place of administration of the Plan shall be in the State of Missouri,
and the validity, construction, interpretation, administration and effect of the
Plan and of its rules and regulations, and rights relating to the Plan, shall be
determined solely in accordance with the laws, but not the laws pertaining to
choice of laws, of the State of Missouri.
Section VII. Effective Date and Term
This Plan shall be effective upon adoption by the shareholders of the
Company. The Plan shall continue in effect until December 31, 2005, when it
shall terminate. Upon termination, any balances in the Share Reserve shall be
canceled, and no Awards shall be granted under the Plan thereafter. The Plan
shall continue in effect, however, insofar as is necessary to complete all of
the Company's obligations under outstanding Awards to conclude the
LANGUAGE ON FRONT OF PROXY CARD
Ralston Purina
Company
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS ON FEBRUARY 1,
1996 AT 2:30 P.M., HYATT REGENCY HOTEL, ST. LOUIS UNION
STATION, 1820 MARKET ST., ST. LOUIS, MO.
The undersigned hereby appoints Messrs. William P. Stiritz and James M. Neville,
and either of them, as lawful proxies, with full power of substitution, for and
in the name of the undersigned, to vote on behalf of the undersigned, with all
the powers the undersigned would possess if personally present at the Annual
Meeting of Shareholders of Ralston Purina Company on February 1, 1996, and any
adjournment thereof. The above named proxies are instructed to vote all the
undersigned's shares of stock on the proposals set forth in the Notice of Annual
Meeting and Proxy Statement as specified below and are authorized in their
discretion to vote upon such other business as may properly come before the
meeting or any adjournment thereof.
This proxy relates to ALL shares owned by the undersigned, including any RAL
Stock held in the undersigned's account under the Dividend Reinvestment Plan,
and any RAL Stock and ESOP Preferred Stock shares credited to the undersigned's
account under the Savings Investment Plan. Each share of RAL Stock and ESOP
Preferred Stock is entitled to one vote.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, this proxy will be voted
"FOR" Proposals 1, 2, 3 and 4.
RAL RAL
Proxy # Shares Owned SIP Shares ESOP Preferred
IMPORTANT -- PLEASE SIGN AND DATE ON BACK OF CARD. RETURN PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE; NO POSTAGE NECESSARY.
- ------------------------------------------------------------------------
LANGUAGE ON BACK OF PROXY CARD
1. Election of Directors: Donald Danforth, Jr., William H. Danforth,
Richard A. Liddy and Katherine D. Ortega
/ / FOR all nominees listed.
/ / FOR all nominees listed except
.
- ------------------------
/ / WITHHOLD AUTHORITY to vote for all nominees listed.
2. Ratification of appointment of Price Waterhouse as independent accountants.
/ /FOR / /AGAINST / /ABSTAIN
3. Proposal to amend the Restated Articles of Incorporation.
/ /FOR / /AGAINST / /ABSTAIN
4. Proposal to adopt 1996 Incentive Stock Plan.
/ /FOR / /AGAINST / /ABSTAIN
Shareholder(s), please
sign below exactly
as name(s) appears on
front of card; in
the case of joint
holders, all should sign.
========================
Signature(s)(Title(s), if
applicable)
Date
-------------------
The Board of Directors recommends a vote FOR proposals 1, 2, 3 and 4 above.
LANGUAGE ON FRONT OF PROXY CARD
Ralston Purina
Company
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS ON FEBRUARY 1,
1996 AT 2:30 P.M., HYATT REGENCY HOTEL, ST. LOUIS UNION
STATION, 1820 MARKET ST., ST. LOUIS, MO.
The undersigned hereby appoints Messrs. William P. Stiritz and James M. Neville,
and either of them, as lawful proxies, with full power of substitution, for and
in the name of the undersigned, to vote on behalf of the undersigned, with all
the powers the undersigned would possess if personally present at the Annual
Meeting of Shareholders of Ralston Purina Company on February 1, 1996, and any
adjournment thereof. The above named proxies are instructed to vote all the
undersigned's shares of stock on the proposals set forth in the Notice of Annual
Meeting and Proxy Statement as specified below and are authorized in their
discretion to vote upon such other business as may properly come before the
meeting or any adjournment thereof.
This proxy relates to ALL shares owned by the undersigned, including any RAL
Stock held in the undersigned's account under the Dividend Reinvestment Plan.
Each share of RAL Stock is entitled to one vote.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, this proxy will be voted
"FOR" Proposals 1, 2, 3 and 4.
Proxy # Shares Owned
RAL
IMPORTANT -- PLEASE SIGN AND DATE ON BACK OF CARD. RETURN PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE; NO POSTAGE NECESSARY.
- ------------------------------------------------------------------------
LANGUAGE ON BACK OF PROXY CARD
1. Election of Directors: Donald Danforth, Jr., William H. Danforth,
Richard A. Liddy and Katherine D. Ortega
/ / FOR all nominees listed.
/ / FOR all nominees listed except
.
- ------------------------
/ / WITHHOLD AUTHORITY to vote for all nominees listed.
2. Ratification of appointment of Price Waterhouse as independent accountants.
/ /FOR / /AGAINST / /ABSTAIN
3. Proposal to amend the Restated Articles of Incorporation.
/ /FOR / /AGAINST / /ABSTAIN
4. Proposal to adopt 1996 Incentive Stock Plan.
/ /FOR / /AGAINST / /ABSTAIN
Shareholder(s), please
sign below exactly
as name(s) appears on
front of card; in
the case of joint
holders, all should sign.
========================
Signature(s)(Title(s), if
applicable)
Date
-------------------
The Board of Directors recommends a vote FOR proposals 1, 2, 3 and 4 above.
LANGUAGE ON FRONT OF PROXY CARD
Ralston Purina
Company
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS ON FEBRUARY 1,
1996 AT 2:30 P.M., HYATT REGENCY HOTEL, ST. LOUIS UNION
STATION, 1820 MARKET ST., ST. LOUIS, MO.
The undersigned hereby appoints Messrs. William P. Stiritz and James M. Neville,
and either of them, as lawful proxies, with full power of substitution, for and
in the name of the undersigned, to vote on behalf of the undersigned, with all
the powers the undersigned would possess if personally present at the Annual
Meeting of Shareholders of Ralston Purina Company on February 1, 1996, and any
adjournment thereof. The above named proxies are instructed to vote all the
undersigned's shares of stock on the proposals set forth in the Notice of Annual
Meeting and Proxy Statement as specified below and are authorized in their
discretion to vote upon such other business as may properly come before the
meeting or any adjournment thereof.
This proxy relates to shares of RAL Stock credited to the undersigned's account
under the Interstate Brands Corporation Savings Investment Plan. Each share of
RAL Stock is entitled to one vote.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, this proxy will be voted
"FOR" Proposals 1, 2, 3 and 4.
RAL
Proxy # SIP Shares
IMPORTANT -- PLEASE SIGN AND DATE ON BACK OF CARD. RETURN PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE; NO POSTAGE NECESSARY.
- -------------------------------------------------
LANGUAGE ON BACK OF PROXY CARD
1. Election of Directors: Donald Danforth, Jr., William H. Danforth,
Richard A. Liddy and Katherine D. Ortega
/ / FOR all nominees listed.
/ / FOR all nominees listed except
.
- ------------------------
/ / WITHHOLD AUTHORITY to vote for all nominees listed.
2. Ratification of appointment of Price Waterhouse as independent accountants.
/ /FOR / /AGAINST / /ABSTAIN
3. Proposal to amend the Restated Articles of Incorporation.
/ /FOR / /AGAINST / /ABSTAIN
4. Proposal to adopt 1996 Incentive Stock Plan.
/ /FOR / /AGAINST / /ABSTAIN
Shareholder(s), please
sign below exactly
as name(s) appears on
front of card; in
the case of joint
holders, all should sign.
========================
Signature(s)(Title(s), if
applicable)
Date
-------------------
December 1, 1995
Securities and Exchange Commission
Judicial Plaza
450 5th Street
Washington, D.C. 20549
Attn: Mr. Jeff Riedler, Branch Chief
Division No. 3
Commission File No. 1-4582
Pursuant to Rule 14a-6, and with respect to Ralston Purina Company's Annual
Shareholders Meeting to be held February 1, 1996, we are transmitting herewith a
preliminary filing of the Company's Notice of Annual Meeting and Proxy
Statement, three Forms of Proxy, along with certain additional materials
relating to the proxy solicitation, and an appendix describing differences
between the transmitted documents and those to be distributed to shareholders.
In addition to the election of directors and approval of our independent
auditors, we are seeking shareholder approval of an amendment to the Company's
Restated Articles of Incorporation and approval of a proposed new Incentive
Stock Plan. We have sent on November 30, 1995, by wire transfer to the SEC's
account at Mellon Bank, the amount of $125.00 to cover the applicable filing
fee.
This is also to inform the Commission, as provided in Instruction 5 to Item 10
of Schedule 14A, that the Company intends to register the shares of its Common
Stock which may be awarded under the proposed 1996 Incentive Stock Plan, on a
Form S-8, as soon as practicable following shareholder approval of the Plan.
The Company would like to begin mailing this material to shareholders as soon as
possible, but of course no sooner than the period mandated by Rule 14a-6. We
therefore would appreciate your prompt review of the preliminary proxy.
If there are any questions concerning this material, please call the undersigned
at (314) 982-2296 or my associate, Timothy Grosch, at (314) 982-2413.
Very truly yours,
RALSTON PURINA COMPANY
By: /s/N. E. Hamilton
N. E. Hamilton
Assistant Secretary
