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: September 29, 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 File Number) (IRS Employer)
Jurisdiction of Identification
Incorporation) Number)
CHECKERBOARD SQUARE, ST. LOUIS, MISSOURI 63146
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(Address of Principal Executive Offices Zip Code)
Registrant's telephone number, including area code:
(314) 982-1000
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. On September 28, 1995, the Company filed a Prospectus and Prospectus
Supplement relating to the issuance and sale of $175,000,000 in aggregate
principal amount of the Company's 7-3/4% Debentures due October 1, 2015. In
connection with the 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 September 27, 1995, between the Company, Morgan
Stanley & Co. Incorporated, Dillon, Read & Co. Inc. and A. G. Edwards & Sons,
Inc. relating to the issuance and sale pursuant to the Registration Statement
of $175,000,000 in aggregate principal amount of the Company's 7-3/4%
Debentures due October 1, 2015.
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
----------------------
James R. Elsesser
Vice President and
Chief Financial Officer
Date: September 29, 1995
Terms Agreement
September 27, 1995
Morgan Stanley & Co. Incorporated
Dillon, Read & Co. Inc.
A.G. Edwards & Sons, Inc.
c/o Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, NY 10020
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 September 27, 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 last 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:
MORGAN STANLEY & CO. INCORPORATED
DILLON, READ & CO. INC.
A.G. EDWARDS & SONS, INC.
By: MORGAN STANLEY & CO. INCORPORATED
By:
Name:
Title:
a:undrwri2.doc
Schedule I
Principal Amount of
Underwriter Securities
to be Purchased
Morgan Stanley & Co. Incorporated...........$ 58,333,334
Dillon, Read & Co. Inc......................$ 58,333,333
A.G. Edwards & Sons, Inc....................$ 58,333,333
Total...................$175,000,000
Schedule II
Title of Designated Securities:
7-3/4% Debentures Due October 1, 2015
Aggregate Principal Amount:
$175,000,000
Initial Public Offering Price:
99.918% plus accrued interest, from October 1 to (but not
including) the Delivery Date.
Purchase Price by Underwriters:
99.043%, plus accrued interest, from October 1, 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:
October 1, 2015
Interest Rate:
7-3/4% per annum, payable semiannually.
Interest Payment Dates:
April 1 and October 1 commencing April 1, 1996.
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:
Morgan Stanley & Co. Incorporated, Dillon, Read & Co. Inc.
and A.G. Edwards & Sons, Inc.
Address for Notices, etc.:
c/o Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, NY 10020
Attention: Managing Director Debt Syndicate
Fax: (212) 944-0752
Delivery Date: October 2, 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 EXCHANGED 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
7-3/4% Debenture Due October 1, 2015
No. A-1 CUSIP 751277AU8
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 $175,000,000 (One
Hundred and Seventy Five Million Dollars) on October 1, 2015, and
to pay interest, semiannually in arrears on April 1 and October 1
of each year, commencing April 1, 1996, 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 April 1 or the October 1, 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 October 1, 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
fifteenth day of March or September, as the case may be, and
before the following April 1 or October 1, this Debenture shall
bear interest due from such April 1 or October 1; provided, that
if the Issuer shall default in the payment of interest due on
such April 1 or October 1, then this Debenture shall bear
interest from the next preceding April 1 or October 1 to which
interest has been paid or, if no interest has been paid on these
Debentures, from October 1, 1995. The interest so payable on any
April 1 or October 1 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 March 15
or September 15, as the case may be, next preceding such April 1
or October 1.
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 7-3/4% Debentures due October
1, 2015 of the Issuer, limited in aggregate principal amount to
$175,000,000.
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 7-3/4%
Debentures due October 1, 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 registered 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: October 1, 1995
RALSTON PURINA COMPANY
By:_______________________________
J. R. Elsesser
Vice President and Chief
Financial Officer
By:_______________________________
J. M. Neville
Vice President, General Counsel
and Secretary
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.
Signature guaranteed: __________________________
Notice: The signature to this Transfer Notice must be guaranteed
by a member of the Securities Transfer Agent Medallion Program.
