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As filed with the Securities and Exchange Commission on March 29, 1996
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933, AS AMENDED
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RALSTON PURINA COMPANY
(Exact name of registrant as specified in its charter)
Missouri 43-0470580
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
Checkerboard Square, St. Louis, MO 63164
(Address of principal executive offices) (Zip Code)
RALSTON PURINA COMPANY
1996 INCENTIVE STOCK PLAN and
DEFERRED COMPENSATION PLAN
(Full title of the plan)
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J.M. Neville, Esq., Secretary
RALSTON PURINA COMPANY
Checkerboard Square
St. Louis, Missouri 63164
(Name and address of agent for service)
Telephone number of agent for service: 314-982-1266
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CALCULATION OF REGISTRATION FEE
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Proposed
maximum Proposed
Amount offering maximum Amount of
Title of securities to be price per aggregate registration
being registered registered share (a) offering price fee
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Ralston Purina 3,012,999 $67.3125 202,812,495.10 $69,935.34
Common Stock shares(c)
$.10 par value (b)
Deferred Compen-
sation Obligations (d) $1,000,000 N/A $1,000,000(e) $344.83
Total Registration Fee $70,280.17
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(a) The average of the high and low prices of the Common Stock as reported on
the New York Stock Exchange on March 22, 1996.
(b) Shares of Common Stock being registered will be awarded pursuant to the
terms of the Ralston Purina Company 1996 Incentive Stock Plan, which by its
terms also includes unsecured obligations of Ralston Purina Company to pay,
in the future, deferred compensation and matching contributions in the form
of shares of its Common Stock (or the value thereof in cash) in accordance
with the terms of the Equity Option of the Ralston Purina Company Deferred
Compensation Plan
(c) 4,000,000 shares of Common Stock previously registered on the registrant's
Form S-8 Registration Statement No. 33-19911 with respect to registrant's
1988 Incentive Stock Plan remain unsold or unreserved for outstanding
awards and no further awards will be granted under that Plan. Those shares
were registered based on an effective price per share of $33.4375 (adjusted
to reflect the effect of the registrant's 2 for 1 stock split in 1991),
with an aggregate offering price of $133,750,000. That aggregate offering
price represents approximately 1,987,001 shares of Common Stock at the
current maximum offering price per share. Pursuant to 10 C.F.R. 230.457,
the shares being offered under the 1996 Incentive Stock Plan will include
those 1,987,001 shares (for which the aggregate offering price registered
in 1988 is being carried forward) as well as the additional 3,012,999
shares of Common Stock for which a Registration Fee is being paid herewith.
Consequently, this Registration Statement registers a total of 5,000,000
shares of Common Stock. Immediately following the effectiveness of this
Registration Statement, the 4,000,000 shares of Common Stock previously
registered on Registration Statement No. 33-19911 referred to above will be
deregistered.
(d) The Deferred Compensation Obligations are unsecured obligations of Ralston
Purina Company to pay deferred compensation in the future in accordance
with the terms of the Variable Interest Option of the Ralston Purina
Company Deferred Compensation Plan for Key Employees.
(e) Estimated solely for the purpose of determining the registration fee.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission (File No. 1-4582) by
Ralston Purina Company (hereinafter "the Company") are incorporated by
reference:
(i) Annual Report on Form 10-K for the year ended September 30, 1995.
(ii) Quarterly Report on Form 10-Q for the period ended December 31, 1995.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicated that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
Any statement incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
The shares of Ralston Purina Company Common Stock being offered pursuant to
the Ralston Purina 1996 Incentive Stock Plan have been registered under Section
12 of the Securities Exchange Act of 1934, as amended. The unsecured
obligations of Ralston Purina Company to pay deferred compensation and matching
contributions in the future will be subject to the terms of the Ralston Purina
Company Deferred Compensation Plan for Key Employees (the "Deferred Plan") and
to written agreements with individual employees setting forth the specific terms
and conditions of any particular deferral; in addition, with respect to
deferrals into the Equity Option of the Deferred Plan, such deferrals will also
be subject to the terms of the Ralston Purina 1996 Incentive Stock Plan. The
Deferred Plan provides an opportunity for eligible employees of Ralston Purina
Company and certain of its affiliated subsidiaries to enter into agreements for
the deferral of cash bonuses and other compensation (the "Deferral Amounts").
This description is intended to be a general description of the securities
provided by the Deferred Plan and in the event of any conflict between the
description herein and the provisions of the Deferred Plan (which is filed as
an exhibit to this Registration Statement) the Deferred Plan provisions shall be
conclusive. Deferrals pursuant to the Deferred Plan are permitted at the
discretion of the Human Resources Committee of the Ralston Purina Board of
Directors, which has delegated its authority to approve non-officer deferrals to
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the Chief Executive Officer of the Company. Requests for deferrals, and
selection of deferral accounts, must be submitted prior to the commencement of
any calendar year in which bonuses or other compensation sought to be deferred
would otherwise be paid.
Upon deferral, an unfunded Deferred Cash account (for the Variable Interest
Option) or Stock Equivalent account (for the Equity Option), in the employee's
name, will be credited with a cash balance equal to the Deferral Amount or an
appropriate number of Ralston Purina Common Stock equivalents (equal in value to
the Deferral Amount, based upon current market value of the Common Stock),
respectively. In addition, Stock Equivalent accounts may also, in any year
authorized by the Chief Executive Officer of the Company, be credited with an
additional matching deferral. An employee will not be entitled to the matching
deferral until he or she has remained employed with the Company for a period of
five years following the deferral, provided that the employee does not
thereafter leave employment with the Company (other than because of normal
retirement) without the consent of the Chief Executive Officer. The matching
deferral is also subject to forfeiture if, during the two year period following
distribution, the employee engages in competition with the Company. Stock
equivalents credited to a Stock Equivalent account reflect the performance of
Ralston Purina Common Stock but actual shares of Common Stock are not issued to
such accounts, and employees with account balances have no voting or other
rights associated with Common Stock ownership. Participants in the Deferred
Plan, other than Executive Officers of Ralston Purina Company, are permitted
once each calendar year to transfer amounts which have been deferred for at
least one year (other than Company matching deferrals) between Deferred Cash and
Stock Equivalent accounts. Upon a Change in Control of the Company, account
balances in Stock Equivalent accounts will be automatically converted into
balances of equal value in Deferred Cash accounts.
Deferred Cash accounts are credited yearly, on November 1, with interest
equivalents based on the average of the daily close of business prime rates for
the 365 days of the year ended the immediately preceding October 31, as
established by Morgan Guaranty Trust Company of New York, or such other bank as
the Committee may designate. Stock Equivalent accounts are credited from time
to time with dividend equivalents if dividends are paid on Ralston Purina Common
Stock. Appropriate adjustments will be made to Stock Equivalent account
balances to reflect any stock split-up, stock dividend, combination or
reclassification with respect to Ralston Purina Common Stock, or the
consolidation, merger or sale of all or substantially all of the assets of the
Company.
The balance in a Deferred Cash or Stock Equivalent account will generally
be paid to an employee only upon retirement or other termination of employment
with the Company. However, in the event that the Company is in default of its
funding obligations under the Trust Agreement dated as of September 15, 1994,
between the Company and Wachovia Bank of North Carolina, N.A., as amended (the
"Trust Agreement"), payment of all amounts credited will be made as soon as
practicable thereafter, unless the employee elects to continue to defer payment.
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The Trust Agreement is the Company's irrevocable grantor trust established to
provide the Company a source of funds to aid it in meeting certain employee
benefit obligations. Upon distribution, an employee will receive cash in an
amount equal to such employee's Deferred Cash account balance, and shares of
Common Stock equal to the number of vested stock equivalents in such employee's
Stock Equivalent account, or, at the Committee's discretion, the value of such
shares in cash. Executive Officers of the Company may only receive the value of
such shares in cash.
The Deferred Plan is unfunded and the obligations of Ralston Purina Company
to pay deferred compensation and matching contributions are unsecured general
obligations of the Company to pay deferred compensation in the future in
accordance with the terms of the Deferred Plan (and the provisions of individual
agreements with employees). Such obligations will rank pari passu with other
unsecured and unsubordinated indebtedness of the Company from time to time
outstanding. An employee's rights under such obligations are not transferable
other than by beneficiary designation, will or the laws of descent and
distribution, and any such rights may be exercised during the lifetime of the
employee only by him or by his guardian or legal representative.
The power to amend, modify or terminate the Plan at any time is reserved to
the Committee, except that the Chief Executive Officer of the Company may make
such amendments as he deems appropriate, including, but not limited to,
resolving ambiguities, supplying omissions and curing defects necessary to
comply with federal tax law or regulations, or to avoid loss of qualification or
adverse tax consequences. Any such amendments must be reported to the
Committee. Notwithstanding the foregoing, no amendment, modification or
termination which would reasonably be considered to be adverse to a participant
or beneficiary may apply to or affect the terms of any deferral of compensation
prior to the effective date of such amendment, modification or termination,
without the consent of the participant or beneficiary affected thereby.
The obligations of the Company to pay deferred compensation and matching
contributions under the Plan are not, except as noted herein, convertible into
another security of the Company, and such obligations will not have the benefit
of a negative pledge or any other affirmative or negative covenant on the part
of the Company (other than the right to receive immediate payment upon the
Company's failure to comply with certain of its obligations under the Trust
Agreement). No trustee has been appointed having the authority to take action
with respect to such obligations and each participant will be responsible for
acting independently with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to the
obligations, enforcing covenants and taking action upon a default.
In 1984, the shareholders of the Company approved amendments to the
Company's Articles of Incorporation incorporating a fair price provision
requiring supermajority approval of certain business combinations, classifying
the Board, and requiring a two-thirds vote of shareholders entitled to vote in
order to remove Directors, amend the provisions regarding classification of the
Board or amend or repeal the fair price provision.
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Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the securities and obligations being
registered has been passed upon for the Company by J.M. Neville, Vice President,
General Counsel and Secretary for the Company. Mr. Neville is paid a salary by
the Company and participates in various employee benefit plans offered to
employees generally, as well as in plans offered to a limited number of key
employees, including the Ralston Purina Deferred Compensation Plan for Key
Employees.
The financial statements incorporated in this Registration Statement by
reference to the Company's Annual Report on Form 10-K for the year ended
September 30, 1995, have been so incorporated in reliance on the reports of
Price Waterhouse, independent accountants, given on the authority of said firm
as experts in auditing and accounting. Price Waterhouse has served as
independent accountants to the Company since 1955.
Item 6. Indemnification of Directors and Officers.
Under the Missouri indemnification statute and the Company's Restated
8
Articles of Incorporation, Ralston must indemnify any person who is or was a
director, officer or employee of the Company, or is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against any
and all expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement, actually and reasonably incurred by him in connection with any
civil, criminal, administrative or investigative action, proceeding or claim
(including an action by or in the right of the Company) by reason of the fact
that he is or was serving in such capacity, provided that such person's conduct
is not finally adjudged to have been knowingly fraudulent, deliberately
dishonest or willful misconduct. As permitted by the Company's Restated
Articles, the Company has entered into contracts with each of its directors and
corporate officers guaranteeing the indemnification provisions stated in the
Restated Articles and providing for advancement to such individuals of legal
fees and other expenses necessary in defending against such actions, proceedings
or claims.
The Company has directors' and officers' insurance which protects each
director or officer from liability for actions taken in their capacity as
directors or officers. This insurance may provide broader coverage for such
individuals than may be required by the provisions of the Company's Restated
Articles of Incorporation.
The foregoing represents a summary of the general effect of Missouri law
and the Company's Restated Articles of Incorporation for purposes of general
description only. Additional information regarding indemnification of directors
and officers can be found in the Missouri statutes, the Company's Restated
Articles of Incorporation and its pertinent insurance contracts.
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Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit 4.1 Ralston Purina Company Deferred Compensation Plan for Key
Employees incorporated by reference from the Company's Annual Report on Form 10-
K for the fiscal year ended September 30, 1995.
Exhibit 4.2 Ralston Purina Company 1996 Incentive Stock Plan
incorporated by reference from the Ralston Purina Company Notice of Annual
Meeting and Proxy Statement dated December 15, 1995.
Exhibit 4.3 Trust Agreement dated September 15, 1994 between Ralston
Purina Company and Wachovia Bank of North Carolina, N.A. incorporated by
reference from the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1994.
Exhibit 5 Opinion of James M. Neville, Vice President, General Counsel and
Secretary of the Company attached hereto.
Exhibit 23 Consent of Independent Certified Public Accountants attached
hereto.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post effective amendment to this registration statement.
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information in the registration
statement;
(iii) to include any material information with respect to the plan or
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
<PAGE>
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
11
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be required with respect to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that it is the opinion of the Securities and Exchange Commission
that such indemnification is against public policy as expressed in the
Securities Act of 1933, and is therefore unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933, and will be governed by the final adjudication of such
issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of St. Louis, Missouri, as of the day of March,
1996.
RALSTON PURINA COMPANY
By: /s/ W. P. STIRITZ
W.P. STIRITZ, Chairman of the Board
and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James M. Neville and Charles S. Sommer, and each
of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming that all said attorneys-in-fact and agents or any of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities described as of March 28, 1996.
SIGNATURE TITLE
/s/ WILLIAM P. STIRITZ Chairman of the Board, Chief
William P. Stiritz Executive Officer, and
Director
/s/ JAMES R. ELSESSER Vice President and Chief
James R. Elsesser Financial Officer
/s/ ANITA M. WRAY Vice President and Controller
Anita M. Wray
/s/ DAVID R. BANKS Director
David R. Banks
/s/ JOHN H. BIGGS Director
John H. Biggs
/s/ DONALD DANFORTH, JR. Director
Donald Danforth, Jr.
/s/ WILLIAM H. DANFORTH Director
William H. Danforth
/s/ DAVID C. FARRELL Director
David C. Farrell
/s/ M. DARRELL INGRAM Director
M. Darrell Ingram
/s/ RICHARD A. LIDDY Director
Richard A. Liddy
/s/ JOHN F. MCDONNELL Director
John F. McDonnell
/s/ KATHERINE D. ORTEGA Director
Katherine D. Ortega
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EXHIBIT 5
OPINION OF COUNSEL
March 29, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Ralston Purina Company 1996 Incentive Stock Plan and Deferred
Compensation Plan for Key Employees
To the Members of the Commission:
This opinion is submitted in connection with the Registration Statement on Form
S-8 (the "Registration Statement") being filed with the Securities and Exchange
Commission in respect of 5,000,000 shares of Ralston Purina Common Stock (the
"Shares") and $1,000,000 of Deferred Compensation Obligations (the
"Obligations") which will be offered to employees of Ralston Purina Company
("Ralston") under the terms of the Ralston Purina Company 1996 Incentive Stock
Plan (the "Incentive Stock Plan") and the Ralston Purina Company Deferred
Compensation Plan for Key Employees (the "Deferred Plan"), respectively.
I am a member of the bar of the State of Missouri and I serve as Vice President,
General Counsel and Secretary of Ralston. In that capacity, I, or lawyers in
the Ralston Law Department acting under my supervision, have examined the
written documents constituting the Incentive Stock Plan and the Deferred Plan
and such other documents and corporate records as I, or they, have deemed
necessary or appropriate for the purposes of this opinion.
Based upon the foregoing, it is my opinion that:
(1) Ralston is duly incorporated and validly existing as a corporation under
the laws of the State of Missouri.
(2) All necessary corporate proceedings have been taken to authorize the
issuance of the Shares and the Obligations being registered pursuant to the
Registration Statement, and all such Shares and Obligations issued in
accordance with the Incentive Stock Plan and the Deferred Plan,
respectively, will be legally issued, fully paid and non-assessable when
the Registration Statement shall have become effective and Ralston shall
have received therefor the consideration provided in such Plans. The
<PAGE>
Obligations, when issued, will be valid and binding obligations of Ralston,
enforceable against Ralston in accordance with their terms, subject, as to
enforcement, (i) to bankruptcy, insolvency, reorganization, arrangement,
moratorium and other laws of general applicability relating to or affecting
creditors' rights, and (ii) to general principles of equity, whether such
enforcement is considered in a proceeding in equity or at law.
(3) The Incentive Stock Plan is not subject to any provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"). The Deferred
Plan may be considered to be a "top hat" plan for purposes of ERISA and, if
so, that Plan is subject to certain provisions of Parts 1 and 5 of Title I
of ERISA relating to reporting and disclosure and administration and
enforcement. The provisions of the Deferred Plan comply with the
requirements of ERISA pertaining thereto.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement. I also consent to a reference to me and this opinion in the
documents constituting a prospectus relating to either the Incentive Stock Plan
or the Deferred Plan and meeting the requirements of the Securities Act of 1933,
as amended.
Very truly yours,
/S/ JAMES M. NEVILLE
James M. Neville
Vice President, General Counsel and
Secretary
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EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated November 2, 1995, which appears on page 25 of the
1995 Annual Report to Shareholders of Ralston Purina Company, which is
incorporated by reference in Ralston Purina Company's Annual Report on Form 10-K
for the year ended September 30, 1995. We also consent to the reference to us
under the heading "Interests of Named Experts and Counsel" in such Registration
Statement.
PRICE WATERHOUSE LLP
St. Louis, Missouri
March 29, 1996
