UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
RALSTON PURINA COMPANY
(Name of Issuer)
Ralston Purina Company Common Stock ("RAL Stock")
and $1.00 par Series A ESOP Convertible Preferred Stock
("ESOP Stock") convertible into 2.29 shares of RAL Stock.
ESOP Stock is not stock of the type described in
Section 13(d)(i) of the Securities Exchange Act of 1934.
(Title of Class of Securities)
751 277 302 (RAL Stock)
(CUSIP Number)
Check the following box if a fee is being paid with this statement: \ \. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Ralston Purina Employee Benefit Asset Investment Committee ("EBAIC").
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
Not applicable.
3. SEC USE ONLY:
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
The EBAIC is an unincorporated committee consisting of employees of the
Issuer with fiduciary responsibility for the management and control of
investments of the Issuer's Savings Investment Plan (the "Plan"), a 401K
Plan with an ESOP feature. The individuals comprising the EBAIC also
serve, in a separate and independent capacity, as trustees of the Ralston
Purina Retirement Plan Trust (the "Trust"), a qualified defined benefit
plan which hold shares of RAL Stock as plan assets. The S.E.C. has advised
that, because of the identity of membership of the EBAIC and the trustees
of the Trust, shares of RAL Stock held in the Master Trust should be
aggregated with other shares reported as beneficially owned by the EBAIC.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER:
As of November 1, 1996, 1,731,005 shares of RAL Stock held in the Trust.
6. SHARED VOTING POWER: 0
7. SOLE DISPOSITIVE POWER:
The members of the EBAIC, in their capacity as trustees of the Trust, have
authority to dispose of the 1,731,005 shares of RAL Stock held in the
Trust, as of November 1, 1996 subject to their fiduciary responsibilities.
8. SHARED DISPOSITIVE POWER:
As of November 1, 1996, 1,113,246 shares of RAL Stock allocated to
participant accounts under the Plan and 2,891,509 allocated and unallocated
shares of ESOP Stock. The EBAIC has authority to delete the RAL Stock Fund
and the ESOP Preferred Stock Fund as investment funds of the Plan and to
direct the Trustee of the Ralston Purina Savings Investment Trust to
convert ESOP Stock into shares of RAL Stock and CBG Stock.
Dividends with respect to shares of RAL Stock and ESOP Stock allocated to
participant accounts are paid into such accounts or, in the case of ESOP
Stock, may be paid directly to participants. Dividends with respect to
unallocated shares of ESOP Stock are, by the terms of the Plan, paid into
the Ralston Purina Savings Investment Trust (the "SIP Trust") and used to
pay principal and interest on notes issued by the Trust. By the terms of
the Plan, the shares of stock allocated to participant accounts may only be
distributed to participants upon retirement or other termination of
employment or, in certain limited circumstances, hardship withdrawals.
Shares of ESOP Stock may only be held by the Trustee of the SIP Trust and
so must be shares of RAL Stock prior to such distribution to participants.
Participants have a limited right of diversification with respect to
accounts in the RAL Stock Fund (but not the ESOP Preferred Stock Fund) but
upon any participant election to transfer accounts from the RAL Stock Fund,
shares of RAL Stock may be sold and the proceeds thereof transferred to
other investment funds of the Plan. Unallocated shares of ESOP Stock are
subject to a security interest securing the notes issued by the SIP Trust
and upon payments on such notes, shares of such stock are released from
such security interest and allocated to participant accounts.
On May 15, 1995, the Issuer exchanged each outstanding share of Ralston-
Continental Baking Group Common Stock ("CBG Stock") for .0886 shares of RAL
Stock, which now represents the
issuer's sole class of common stock. The exchange was authorized by the
Issuer's Articles of Incorporation. As a result of the exchange, the terms
of the ESOP Stock were adjusted to provide that shares of such Stock were
convertible only into 2.29 shares of RAL Stock. Upon the exchange, all
shares of CBG Stock held in the Trust or allocated to participant accounts
in the Plan were exchanged for shares of RAL Stock, and the CBG Stock Fund
in the Plan was thereafter deleted.
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,844,251 shares of RAL Stock and 2,891,509 shares of ESOP Stock
convertible into 6,621,556 shares of RAL Stock. Reporting Person disclaims
beneficial ownership of all such shares pursuant to Rule 13d-4.
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
Not applicable.
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
8.4% of outstanding RAL Stock and RAL Stock convertible from ESOP Stock (in
the aggregate).
12. TYPE OF REPORTING PERSON:
EP
SCHEDULE 13G
Item 1.
(a) Name of Issuer: Ralston Purina Company
(b) Address of Issuer's Principal Executive Offices: Checkerboard Square, St.
Louis, MO 63164
Item 2.
(a) Name of Person Filing: EBAIC
(b) Address of Principal Business Office or, if none, Residence:
Checkerboard Square, St. Louis, MO 63164
(c) Citizenship: See responses to Item 4 on Cover Sheets
(d) Title of Class of Securities:
RAL Stock and ESOP Stock convertible into RAL Stock.
(e) CUSIP Number: 751 277 302 (RAL Stock).
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) Broker or Dealer registered under Section 15 of the Act: No
(b) Bank as defined in section 3(a)(6) of the Act: No
(c) Insurance Company as defined in section 3(a)(19) of the Act: No
(d) Investment Company registered under section 8 of the Investment Company
Act: No.
(e) Investment Adviser registered under section 203 of the Investment Advisers
Act of 1940: No
(f) Employee Benefit Plan, Pension Fund which is subject to the provisions of
the Employee Retirement Income Security Act of 1974 or Endowment Fund;
see Section 240. 13d-1(b)(1)(ii)(F): Yes
(g) Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G)
(Note: See Item 7): No
(h) Group, in accordance with Section 240. 13d-1(b)(l)(ii)(H): No
Item 4. Ownership
If the percent of the class owned, as of December 31 of the year covered by
the statement, or as of the last day of any month described in Rule 13d-
1(b)(2), if applicable, exceeds five percent, provide the following
information as of that date and identify those shares which there is a
right to acquire.
This Schedule was inadvertently not filed by February 14, of 1996 to report
ownership levels as of December 31, 1995. Ownership levels disclosed
herein are as of November 1, 1996. Reporting Person will file another
Schedule 13G by February 14, 1997 to disclose ownership levels as of
December 31, 1996.
(a) Amount Beneficially Owned: See Response to Item 9 on Cover Sheet
(b) Percent of Class: See Response to Item 11 on Cover Sheet
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: See response to Item
5 on Cover Sheet.
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
See response to Item 7 on Cover Sheet
(iv) shared power to dispose or to direct the disposition of:
See response to Item 8 on Cover Sheet
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following: Not
Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should be included in response
to this item and, if such interest relates to more than five percent of the
class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940
or the beneficiaries of employee benefit plan, pension fund or endowment
fund is not required.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company
If a parent holding company has filed this schedule, pursuant to Rule 13d-
1(b)(ii)(G), so indicate under item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a
parent holding company has filed this schedule pursuant to Rule 13d-1(c),
attach an exhibit stating the identification of the relevant subsidiary.
Not applicable.
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate under Item 3(h) and attach an exhibit stating the identity and
Item 3 classification of each member of the group. If a group has filed
this schedule pursuant to Rule 13d-1(c), attach an exhibit stating the
identity of each member of the group.
Not applicable.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by
members of the group, in their individual capacity. See Item 5.
Not applicable.
Item 10. Certification
The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: December 4, 1996
Signature:
C. S. Sommer
Ralston Purina Employee Benefit
Asset Investment Committee
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