SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 14, 1995
RALSTON PURINA COMPANY
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(Exact name of Registrant as specified in its charter)
MISSOURI 1-4582
No. 43-0470580
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------------------
(State or Other (Commission
(IRS Employer
Jurisdiction of File
Number) Identification
Incorporation)
Number)
CHECKERBOARD SQUARE, ST. LOUIS, MISSOURI
63164
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(Address of Principal Executive
Offices (Zip Code)
Registrant's telephone number, including area code:
(314) 982-1000
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Item 5. Other Events
On May 26, 1995, the Company filed its Form S-3
Registration Statement under the Securities Act of 1933, No.
33-59663 which was declared effective on June 2, 1995. In
connection with that filing, the Company is hereby filing
the following exhibits which will be incorporated by
reference in the Registration Statement.
Item 7. Financial Statements and Exhibits
(c) Exhibits
(1). Terms Agreement dated June 12,
1995 between the Company, Lehman Brothers, Inc., BA
Securities, Inc. and Salomon Brothers, Inc., relating to the
issuance and sale pursuant to the Registration Statement of
$225,000,000 in aggregate principal amount of the Company's
7-7/8% Debentures due June 15, 2025.
4(c). Form of Debenture.
SIGNATURES:
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
RALSTON PURINA COMPANY
By:
---------------------------
-----------------
James R. Elsesser
Vice President and
Chief Financial
Officer
Dated: June 14, 1995
_______________
Terms Agreement
June 12, 1995
Lehman Brothers Inc.
BA Securities, Inc.
Salomon Brothers Inc
c/o Lehman Brothers Inc.
Three World Financial Center
200 Vesey Street
New York, NY 10285
Dear Sirs:
Ralston Purina Company, a Missouri corporation (the
"Company") proposes, subject to the terms and conditions stated
herein and in the Ralston Purina Company Debt Securities and
Warrants to purchase Debt Securities Underwriting Agreement
General Terms and Provisions (the "Underwriting Agreement"), a
copy of which is attached hereto, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the
Debt Securities specified in Schedule II hereto (the "Designated
Securities"). Each of the provisions of the Underwriting
Agreement (including Section 5(a) thereof, as amended in the next
paragraph) is incorporated herein by reference in its entirety,
and shall be deemed to be a part of this Terms Agreement to the
same extent as if such provisions had been set forth herein; and
each of the representations and warranties set forth therein
shall be deemed to have been made at and as of the date of this
Terms Agreement, except that each representation and warranty
which refers to the Prospectus in Section 2 of the Underwriting
Agreement shall be deemed to be a representation or warranty as
of the date of this Terms Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities
which are the subject of this Terms Agreement. Each reference to
the Representatives in the provisions of the Underwriting
Agreement so incorporated by reference shall be deemed to refer
to you. Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein defined.
Section 5(a) of the Underwriting Agreement shall be amended
by replacing such Section in its entirety with the following:
"Concurrently with the execution of this Agreement, you
shall receive a letter (the "initial letter") satisfactory
in form and substance to you and your counsel, dated the
date hereof and addressed to you, of Price Waterhouse LLP,
independent certified public accountants for the Company,
containing statements and information of the type ordinarily
included in accountants' comfort letters with respect to the
financial statements and certain financial information
contained in the Registration Statement; and on the Closing
Date, you shall have received a letter (the "bring-down
letter") of Price Waterhouse LLP, dated the Closing Date and
addressed to you (i) confirming that they are independent
public accountants within the meaning of the Securities Act
and are in compliance with the applicable requirements
relating to the qualification of accountants under Rule 2-01
of Regulation S-X of the Commission, (ii) stating, as of the
date of the bring-down letter (or, with respect to matters
involving changes or developments since the respective dates
as of which specified financial information is given in the
Prospectus, as of a date not more than three days prior to
the date of the bring-down letter), the conclusions and
findings of such firm with respect to the financial
information and other matters covered by the initial letter
and (iii) confirming in all material respects the
conclusions and findings set forth in the initial letter."
The Representatives and the Company hereby agree for
purposes of Section 6 of the Underwriting Agreement that the
only information the Underwriters have furnished to the
Company in writing for inclusion in the Company's Prospectus
Supplement dated June 12, 1995 to the Company's Prospectus
dated June 12, 1995 relating to the Designated Securities
(the "Prospectus Supplement") is the following:
1. The first sentence of the last paragraph of text on the
cover of the Prospectus Supplement;
2. The first paragraph on page S-2 of the Prospectus
Supplement, concerning stabilization and over-allotment by
the Underwriters;
3. The third paragraph of text under the caption
"Underwriting" to the extent that it relates to concessions
and reallowances to dealers; and
4. The second sentence of the fourth paragraph of text
under the caption "Underwriting" to the extent that it
relates to the Underwriters' intent to make a market in the
Designated Securities.
An amendment to the Registration Statement, or a supplement
to the Prospectus, as the case may be, relating to the Designated
Securities, in the form heretofore delivered to you is now
proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in
the Underwriting Agreement incorporated herein by reference, the
Company agrees to issue and sell to each of the Underwriters, and
each of the Underwriters agrees, severally and not jointly, to
purchase from the Company, at the time and place and at the
purchase price to the Underwriters set forth in Schedule II
hereto, the principal amount of Designated Securities set forth
opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding,
please sign and return to us six counterparts hereof, and upon
acceptance hereof by you, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement
incorporated herein by reference, shall constitute a binding
agreement between each of you and the Company.
Very truly yours,
RALSTON PURINA COMPANY
By: ____________________________
Name: James R. Elsesser
Title: Vice President and
Chief Financial
Officer
Accepted as of the date hereof:
LEHMAN BROTHERS INC.
BA SECURITIES, INC.
SALOMON BROTHERS INC
By: LEHMAN BROTHERS INC.
By: __________________________________
Name: _______________________________
Title: _________________________________
__________
Schedule I
Principal
Amount of
___________ Underwriter
__________ Securities
_______________ to be Purchased
Lehman Brothers Inc.
.................................................................
$135,000,000
BA Securities, Inc.
.................................................................
......$45,000,000
Salomon Brothers Inc
.................................................................
.$45,000,000
Total
.................................................................
.....____________ $225,000,000
__________
Schedule II
Title of Designated
Securities: 7-7/8% Debentures Due June 15,
2025.
Aggregate Principal
Amount: $225,000,000
Initial Public
Offering Price: 98.888% plus accrued interest,
if any, from
June 15 to (but not including) the
Delivery
Date.
Purchase Price by
Underwriters: 98.013%, plus accrued interest, if
any, from
June 15, to (but not including) the
Delivery
Date.
Specified Method and
Funds for Payment of
Purchase Price: Wire transfer of same-day
funds.
Indenture: Indenture, dated as of May 26,
1995, between the
Company and The First National Bank
of
Chicago, as trustee.
Date of Maturity: June 15, 2025
Interest Rate: 7-7/8% per annum, payable
semiannually.
Interest Payment Dates: June 15 and December 15
commencing
December 15, 1995.
Redemption Provisions: The Designated Securities are
not subject to
redemption.
Sinking Fund Provisions: The Designated Securities are
not subject to
any sinking fund.
Defeasance: The defeasance provisions set
forth in the
Indenture will apply to the
Designated Securities.
Other Terms: None.
Securities Exchange: The Designated Securities will
not be listed on any national securities
exchange.
Names and Addresses of
Representatives: Representatives: Lehman
Brothers Inc.,
BA Securities, Inc. and Salomon
Brothers Inc
Address for Notices, etc.:
c/o Lehman Brothers Inc.
Three World Financial Center
200 Vesey Street
New York, New York 10285
Attention: Syndicate Dept., 11th
Floor
Fax: (212) 528-8822
Delivery Date: June 15, 1995
Place of Closing: Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Time of Closing: 10:00 a.m. New York City time.
UNLESS THIS GLOBAL SECURITY (AS DEFINED IN THE
INDENTURE REFERRED TO HEREIN) IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (THE "DEPOSITARY"), TO THE ISSUER (AS DEFINED
HEREIN) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE TO BE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
AND ANY AMOUNT PAYABLE THEREUNDER IS MADE PAYABLE TO CEDE &
CO. OR TO SUCH OTHER NAME, ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL THIS GLOBAL SECURITY IS EXCHAN GED IN
WHOLE OR IN PART FOR INDIVIDUAL SECURITIES REPRESENTED
HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITARY.
RALSTON PURINA COMPANY
7-7/8% Debenture Due June 15, 2025
No. CUSIP _________
751277AS3
Ralston Purina Company, a Missouri corporation (the
"Issuer"), for value received, hereby promises to pay to
Cede & Co. or registered assigns, the principal sum of $
( Dollars) on June 15,
2025, and to pay interest, semiannually in arrears on June
15 and December 15 of each year, commencing December 15,
1995, on said principal sum at the office or agency of the
Issuer in Chicago, Illinois, in such coin or currency of the
United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, at
the rate per annum specified in the title of this Debenture,
from the June 15 or the December 15, as the case may be,
next preceding the date of this Debenture to which interest
has been paid, unless the date hereof is a date to which
interest has been paid, in which case from the date of this
Debenture, or unless no interest has been paid on these
Debentures, in which case from June 15, 1995, until payment
of said principal sum has been made or duly provided for;
provided, that payment of interest may be made at the option
of the Issuer by check mailed to the address of the person
entitled thereto as such address shall appear on the
Security register. Notwithstanding the foregoing, if the
date hereof is after the first day of June or December, as
the case may be, and before the following June 15 or
December 15, this Debenture shall bear interest due from
such June 15 or December 15; provided, that if the Issuer
shall default in the payment of interest due on such June 15
or December 15, then this Debenture shall bear interest from
the next preceding June 15 or December 15 to which interest
has been paid or, if no interest has been paid on these
Debentures, from June 15, 1995. The interest so payable on
any June 15 or December 15 will, subject to certain
exceptions provided in the Indenture, be paid to the person
in whose name this Debenture is registered at the close of
business on the June 1 or December 1, as the case may be,
next preceding such June 15 or December 15.
This Debenture is one of a duly authorized issue of
debentures, notes, bonds or other evidences of indebtedness
of the issuer (hereinafter called the "Securities" or
"Debentures") of the series hereinafter specified, all
issued or to be issued under and pursuant to an indenture
dated as of May 26, 1995 (herein called the "Indenture"),
duly executed and delivered by the Issuer to The First
National Bank of Chicago, as Trustee (herein called the
"Trustee"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a
description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the
Trustee, the Issuer and the Holders of the Securities. The
Securities may be issued in one or more series, which
different series may be issued in various aggregate
principal amounts, may mature at different times, may bear
interest at different rates, may be subject to different
redemption provisions (if any), may be subject to different
sinking, purchase or analogous funds (if any) and may
otherwise vary as in the Indenture provided. This Debenture
is one of a series designated as the
7 7/8% Debentures due June 15, 2025 of the Issuer, limited
in aggregate principal amount to $225,000,000.
The Securities are not redeemable at the option of the
Issuer prior to maturity and are not subject to any sinking
fund.
In case an Event of Default with respect to the 7 7/8%
Debentures due June 15, 2015, as defined in the Indenture,
shall have occurred and be continuing, the principal hereof
may be declared, and upon such declaration shall become, due
and payable, in the manner, with the effect and subject to
the conditions provided in the Indenture.
The Securities are subject to the provisions of the
Indenture relating to defeasance of the entire indebtedness
represented by the Securities.
The Indenture contains provisions permitting the Issuer
when authorized by a resolution of its Board of Directors,
and the Trustee, with the consent of the Holders of not less
than a majority in aggregate principal amount of the
Securities at the time Outstanding (as defined in the
Indenture) of all series to be affected (treated as one
class), evidenced as in the Indenture provided, to execute
supplemental indentures adding any provisions to or changing
in any manner or eliminating any of the provisions of the
Indenture or of any supplemental indenture or modifying in
any manner the rights of the Holders of the Securities of
each such series; provided, that no such supplemental
indenture shall, without the consent of the Holder of each
Security affected (i) change the final maturity of the
principal of, or installment of interest, if any, on any
Security, or reduce the principal amount thereof or the
interest thereon or any amount payable upon redemption
thereof, or change the maturity of or reduce the amount of
any payment to be made with respect to any Coupon, or change
the currency or currencies in which the principal of or
interest on such Security is denominated or payable, or
reduce the amount of the principal of a Discount Security
that would be due and payable upon a declaration of
acceleration of the maturity thereof, or adversely affect
the right of repayment or repurchase, if any, at the option
of the Holder, or reduce the amount of, or postpone the date
fixed for, any payment under any sinking fund or analogous
provisions for any Security, or impair the right to
institute suit for the enforcement of any payment on or
after the maturity thereof (or, in the case of redemption,
on or after the redemption date); or (ii) reduce the
percentage in principal amount of the outstanding Securities
or any series, the consent of the Holders of which is
required for any supplemental indenture, or the consent of
the Holders of which is required for any waiver of
compliance with certain provisions of the Indenture or
certain defaults thereunder and their consequences provided
for in the Indenture. It is also provided in the Indenture
that, with respect to certain defaults or Events of Default
regarding the Securities of any series, prior to any
declaration accelerating the maturity of such Securities,
the Holders of a majority in aggregate principal amount
Outstanding of the Securities of such series (each such
series voting as a separate class)(or, in the case of
certain defaults or Events of Default, all or certain series
of the Securities) may on behalf of the Holders of all the
Securities of such series (or all or certain series of the
Securities, as the case may be) waive any such past default
or Event of Default and its consequences. The preceding
sentence shall not, however, apply to a default in the
payment of the principal of, or interest on any of the
Securities or to the payment of any sinking fund
installment. Any such consent or waiver by the Holder of
this Debenture (unless revoked as provided in the Indenture)
shall be conclusive and binding upon such Holder and upon
all future Holders and owners of this Debenture and any
Debentures which may be issued in exchange or substitution
herefor, irrespective of whether or not any notation thereof
is made upon this Debenture or such other Debentures.
No reference herein to the Indenture and no provision
of this Debenture or of the Indenture shall alter or impair
the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of and interest on this
Debenture in the manner, at the respective times, at the
rate and in the coin or currency herein prescribed.
The Debentures are issuable in regis tered form without
coupons in denominations of $1,000 or any whole multiple of
$1,000 at the office or agency; of the Issuer in Chicago,
Illinois and in the manner and subject to the limitations
provided in the Indenture but without the payment of any
service charge, Debentures may be exchanged for a like
aggregate principal amount of Debentures or other authorized
denominations.
Upon due presentment for registration of transfer of
this Debenture at the office or agency of the Issuer in
Chicago, Illinois, a new Debenture or Debentures of
authorized denominations for an equal aggregate principal
amount will be issued to the transferee in exchange
therefor, subject to the limitations provided in the
Indenture, without charge except for any tax or other
governmental charge imposed in connection therewith.
The Issuer, the Trustee and any authorized agent of the
Issuer or the Trustee may deem and treat the registered
Holder hereof as the absolute owner of this Debenture
(whether or not this Debenture shall be overdue and
notwithstanding any notation of ownership or other writing
hereon), for the purpose of receiving payment of, or on
account of, the principal hereof and, subject to the
provisions on the face hereof, interest hereon, and for all
other purposes, and neither the Issuer nor the Trustee nor
any authorized agent of the Issuer or the Trustee shall be
affected by any notice to the contrary.
No recourse under or upon any obligation, covenant or
agreement of the Issuer in the Indenture or any indenture
supplemental thereto or in any Debenture, or because of the
creation of any indebtedness represented thereby, shall be
had against any incorporator, as such, or against any past,
present or future stockholder, officer or director, as such,
of the Issuer or of any successor corporation, either
directly or through the Issuer or any successor corporation,
under any rule of law, statute or constitutional provision
or by the enforcement of any assessment or by any legal or
equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance hereof and
as part of the consideration for the issue hereof.
The Indenture with respect to any series will be
discharged and cancelled except for certain Sections
thereof, subject to the terms of the Indenture, upon the
payment of all the Securities of such series or upon the
deposit with the Trustee of funds sufficient for such
payment in accordance with Article Ten of the Indenture.
Terms used herein which are defined in the Indenture
shall have the respective meanings assigned thereto in the
Indenture.
This Debenture shall not be valid or become obligatory
for any purpose until the certificate of authentication
hereon shall have been signed by the Trustee under the
Indenture referred to herein.
IN WITNESS WHEREOF, Ralston Purina Company has caused
this instrument to be signed by facsimile by its duly
authorized officers and has caused a facsimile of its
corporate seal to be affixed hereunto or imprinted hereon.
Dated:
RALSTON PURINA COMPANY
By:_______________________________
J. R. Elsesser
Vice President and Chief
Financial Officer
By:_______________________________
R. D. Winney
Treasurer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
herein referred to in the within-mentioned Indenture.
Dated: ______________________ The First National Bank
of Chicago,
as Trustee
By:_____________________________
Authorized Officer
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers to
INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF
ASSIGNEE
_______________________________
/______________________________/
___________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
____________________________________________________________
___________
____________________________________________________________
____________
the within Debenture of Ralston Purina Company, and all
rights thereunder, and irrevocably constitutes and appoints
____________________________________________________________
___________
to transfer said Debenture on the books of the within-named
Company, with full power of substitution in the premises.
Dated: _____________________
___________________________________
The signature to this
assignment
must correspond with the name
as
written upon the face of the
Security
in every particular without
alteration
or enlargement, or any change
whatsoever.
