As filed with the Securities and Exchange Commission on March 29, 1996 -
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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, Missouri 63164
Tel. (314) 982-1000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
J. M. Neville, Secretary
Ralston Purina Company
Checkerboard Square
St. Louis, Missouri 63164
Tel. (314) 982-1266
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement as determined in
light of market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [x]
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CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed
Amount Maximum Maximum Amount Of
Title Of Securities To Be Offering Price Aggregate Registration
Being Registered Registered Per Unit(1)Offering Price(1) Fee
Debt Securities and
Warrants to Purchase
Debt Securities $400,000,000 100% $400,000,000(2) $137,932
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (o) of the Securities Act.
(2) In U.S. dollars or equivalent thereof in one or more foreign currencies or
composite currencies including European Currency Units ("ECU").
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
SUBJECT TO COMPLETION
THE INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION. A REGISTRATION
STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE
ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS
PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH
SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PRELIMINARY PROSPECTUS DATED MARCH 29, 1996
$400,000,000
RALSTON PURINA COMPANY
DEBT SECURITIES AND WARRANTS TO PURCHASE DEBT SECURITIES
Ralston Purina Company (the "Company") may offer from time to time in one
or more series, either jointly or separately, for proceeds of up to $400,000,000
(or the equivalent in one or more foreign currencies or composite currencies
including European Currency Units ("ECU")) debt securities (the "Debt
Securities") or warrants to purchase Debt Securities (the "Warrants"). The Debt
Securities and Warrants may be offered directly, or through agents designated
from time to time, or through broker-dealers or underwriters also to be
designated. The Debt Securities and Warrants (collectively, the "Offered
Securities") may be offered separately or as units with other securities, in
separate series, in amounts, at prices, and on terms, to be determined at the
time of sale and to be set forth in a supplement to this Prospectus (a
"Prospectus Supplement").
The designation, the specific aggregate principal amount, denominations,
offering price, maturity, interest rate (which may be fixed or variable) and
time of payment of interest, if any, the coin or currency in which principal,
premium, if any, and interest, if any, will be payable, conversion, redemption
and sinking fund provisions, if any, of the Debt Securities, the duration,
offering price, if any, exercise price and detachability of any Warrants, the
name of each agent, broker-dealer, underwriter or other purchaser, if any, in
connection with the sale of the Offered Securities and any listing on a
securities exchange are set forth in the accompanying Prospectus Supplement.
If an agent of the Company or a broker-dealer, underwriter or other
purchaser is involved in the sale of the Offered Securities in respect of which
this Prospectus is being delivered, the agent's commission or broker-dealer's or
underwriter's discount will be set forth in, or may be calculated from, the
Prospectus Supplement. The net proceeds to the Company will be the purchase
price less applicable commission in the case of a sale through an agent, the
purchase price in the case of a broker-dealer or other purchaser or the public
offering price less discount in the case of an underwriter less, in each case,
other issuance expenses. See "Plan of Distribution" for possible indemnification
arrangements for agents, broker-dealers, underwriters and other purchasers.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of the Prospectus is March 29, 1996
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other informational documents with
the Securities and Exchange Commission (the "Commission"). Such documents can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549 and at the following regional offices of the Commission: Seven World
Trade Center, 13th Floor, New York, New York 10048 and Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such materials can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. Such documents can also be inspected at the offices of The New York Stock
Exchange, Inc., 20 Broad Street, New York, N.Y. 10005, the Chicago Stock
Exchange, 440 South LaSalle Street, Chicago, Illinois 60605, and The Pacific
Stock Exchange, Incorporated, 301 Pine Street, San Francisco, California 94104.
This Prospectus constitutes a part of a Registration Statement filed by the
Company with the Commission under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the securities offered hereby. This Prospectus
omits certain of the information contained in the Registration Statement, and
reference is hereby made to the Registration Statement and to the exhibits
relating thereto for further information with respect to the Company and the
securities offered hereby. Any statements contained herein concerning the
provisions of any document are not necessarily complete, and in each instance
reference is made to the copy of such document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, heretofore filed with the Commission by the
Company under the Exchange Act, are incorporated herein by reference:
(i) Annual Report on Form 10-K for the fiscal year ended September 30,
1995; and
(ii) Quarterly Report on Form 10-Q for the fiscal quarter ended December
31, 1995.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Offered Securities shall be deemed to be
incorporated in this Prospectus by reference and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon written or oral request of such person, a
copy of any documents incorporated herein by reference (other than exhibits to
such documents unless such exhibits are specifically incorporated by reference
in such documents). Such a request may be directed in writing to the Investor
Relations Department, Ralston Purina Company, Checkerboard Square, St. Louis,
Missouri 63164 or by telephone to (314) 982-2374.
RALSTON PURINA COMPANY
The Company, incorporated in Missouri in 1894, is the world's largest
producer of dry dog and dry and soft-moist cat foods as well as the world's
largest manufacturer of dry cell battery products. The Company is also a major
producer of dietary soy protein, fiber food ingredients and polymer products,
and, outside the United States, animal feeds. The Company maintains its
principal executive offices at Checkerboard Square, St. Louis, Missouri 63164,
Tel. (314) 982-1000.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the Offered
Securities and Warrants will be added to the general funds of the Company and
may be used for possible repayment of debt, future acquisitions, capital
expenditures, repurchase of the Company's stock, and such other purposes as may
be specified in the Prospectus Supplement.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for the
Company for the periods indicated (dollars in millions):
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Quarter
Ended
Dec. 31 Year Ended September 30
1995 1995(a) 1994(b) 1993 1992(c) 1991(d)
Ratio of Earnings to
Fixed Charges(e) 4.3 2.9 2.4 2.8 2.7 3.2
</TABLE>
(a) Excluding provisions for restructuring of the Company's battery operations
and the gain on the sale of CBC in the year ended September 30, 1995,
earnings before income taxes, equity earnings, extraordinary item and fixed
charges were $777.1 and the ratio of earnings to fixed charges was 3.0.
(b) Excluding provisions for restructuring of the Company's battery and bakery
operations in the year ended September 30, 1994, earnings before income
taxes, extraordinary item and fixed charges were $766.1 and the ratio of
earnings to fixed charges was 2.7.
(c) Excluding provisions for restructuring of the Company's battery,
agricultural and bakery operations and gains on the sale of international
battery products property in the year ended September 30, 1992, earnings
before income taxes, extraordinary item and fixed charges were $845.9 and
the ratio of earnings to fixed charges was 2.8.
(d) Excluding provisions for restructuring of the Company's battery, bakery and
grocery products operations, and certain environmental costs, in the year
ended September 30, 1991, earnings before income taxes and fixed charges
were $924.7 million and the ratio of earnings to fixed charges was 3.4.
(e) For the purpose of this ratio, "Earnings" consists of earnings before
income taxes, equity earnings, extraordinary items (1992, 1993, 1994,
1995), cumulative effect of accounting changes (1993) and "fixed charges".
"Fixed charges" consist of preferred stock dividends, interest and
amortization of debt discount and expense on all indebtedness, and a
portion of net rental expense representative of the interest factor.
DESCRIPTION OF DEBT SECURITIES
The following description of the Debt Securities sets forth certain general
terms and provisions of the Debt Securities to which any Prospectus Supplement
may relate. The particular terms of the Debt Securities offered by any
Prospectus Supplement and the extent, if any, to which such general provisions
do not apply to such Debt Securities will be described in the Prospectus
Supplement relating to such Debt Securities.
The Debt Securities will be issued in one or more series under an
Indenture, dated as of May 26, 1995, between the Company and The First National
Bank of Chicago as Trustee (the "Indenture"). A copy of the Indenture has been
included as an exhibit to the Registration Statement of which this Prospectus is
a part. The following summaries of certain provisions of the Indenture do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all the provisions of the Indenture, including the definition
therein of certain terms. Whenever particular Sections, Articles or defined
terms of the Indenture are referred to, it is intended that such Sections,
Articles or defined terms shall be incorporated herein by reference.
GENERAL
The Indenture does not limit the amount of Debt Securities which can be
issued thereunder and provides that Debt Securities of any series may be issued
thereunder up to the aggregate principal amount which may be authorized from
time to time by the Company. The Indenture does not limit the amount of other
indebtedness or securities which may be issued by the Company. All Debt
Securities will be unsecured and will rank pari passu with all other unsecured
and unsubordinated indebtedness of the Company, unless they are specifically
designated as subordinated.
Reference is made to the Prospectus Supplement for the following terms to
the extent they are applicable to the Debt Securities offered thereby: (i)
designation, aggregate principal amount and denomination; (ii) the purchase
price of such offered Debt Securities (expressed as a percentage of the
principal amount thereof); (iii) date or dates of maturity; (iv) currency or
currencies for which Debt Securities may be purchased and currency or currencies
in which principal of and any interest may be payable; (v) if the currency for
which Debt Securities may be purchased or in which principal of and any interest
may be payable is at the purchaser's election, the manner in which such an
election may be made; (vi) interest rate or rates (and the method by which such
rate or rates will be determined) and date or dates on which interest will begin
to accrue; (vii) the times at which interest will be payable and regular record
dates for interest payment dates; (viii) the period or periods, if any, within
which, and the price or prices at which, such Offered Securities may be redeemed
at the option of the Company or otherwise; (ix) any mandatory or optional
sinking fund or analogous provisions; (x) federal income tax consequences; (xi)
whether such offered Debt Securities are to be issued in whole or in part in the
form of one or more global Debt Securities ("Global Securities") and, if so, the
identity of the depositary, if any, for such Global Security or Securities;
(xii) whether the provisions of the Indenture relating to the defeasance of Debt
Securities shall apply to the Offered Securities; and (xiii) any other specific
terms of the Securities.
REGISTRATION, PAYMENT AND DENOMINATIONS
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Debt Securities will be issued only in fully registered form without
coupons. Principal and interest will be payable, and the Debt Securities will be
transferable, at the office or offices or agency or agencies maintained by the
Company for such purposes, provided that payment of interest on any Debt
Securities may be made at the option of the Company by check mailed to the
registered holders. Interest will be payable on any interest payment date to the
persons in whose name the Debt Securities are registered at the close of
business on the record date with respect to such interest payment date. Unless
otherwise specified in the Prospectus Supplement and except as provided in the
Indenture, if the interest payment date is the first day of a calendar month,
the record date will be the fifteenth day of the next preceding calendar month
or, if such interest payment date is the fifteenth day of a calendar month, the
record date will be the first day of such calendar month, whether or not such
record date is a Business Day.
The Debt Securities offered hereby will be issued in denominations of
$1,000 or any whole multiple of $1,000 or the equivalent thereof in a foreign
denominated or composite currency or in ECUs, unless otherwise specified in the
Prospectus Supplement (Section 2.7). No service charge will be made for any
transfer or exchange of the Debt Securities, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith (Section 2.8).
Debt Securities may also be issued under the Indenture upon the exercise of
Warrants issued by the Company. See "Description of Warrants".
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, a depositary (the "Depositary") identified in the Prospectus Supplement
relating to such series. Each Global Security shall be registered in the name
of the Depositary for such Global Security or its nominee (Section 2.14).
Unless and until it is exchanged in whole or in part for the individual Debt
Securities represented thereby, a Global Security may not be transferred except
as a whole by the Depositary for such Global Security to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary for such series or a nominee of such successor Depositary
(Section 2.14).
The specific terms of the depositary arrangement with respect to any Global
Securities will be described in the Prospectus Supplement relating to such
series. The Company anticipates that the following provisions will apply to all
depositary arrangements.
Upon the issuance of a Global Security, the Depositary or its nominee will
credit the accounts of persons holding Debt Securities through it with the
respective principal amounts of the Debt Securities represented by such Global
Security. Such accounts shall be designated by the underwriters with respect to
Debt Securities placed by underwriters for the Company. Ownership of beneficial
interests in a Global Security will be limited to persons that have accounts
with the Depositary ("participants") or persons that may hold interests through
participants. Ownership of beneficial interests by participants in a Global
Security will be shown on and the transfer of that ownership interest will be
effected only through, records maintained by the Depositary, its nominee (with
respect to interests of participants) for such Global Security and on the
records of participants (with respect to interests of persons other than
participants). The laws of some jurisdictions require that certain purchasers
of securities take physical delivery of such securities in definitive form.
Such limits and such laws may impair the ability to transfer beneficial interest
in a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for the purposes of receiving
payment on the Debt Security receiving notices and for all other purposes under
the Indenture governing such Debt Securities. Except as provided above, owners
of beneficial interests in a Global Security will not be entitled to have Debt
Securities of the series represented by such Global Security registered in their
names and will not receive or be entitled to receive physical delivery of Debt
Securities of such series in definitive form and will not be considered the
owners or holders thereof under the Indenture governing such Debt Securities.
Any payment of principal, premium or interest on Debt Securities registered
in the name of a Depositary or its nominee represented by any such Global
Security will be made to the Depositary or its nominee, as the case may be, as
the sole registered owner of the Global Security representing such Debt
Securities. None of the Company, the Trustee, any agent of the Company or the
Trustee or any underwriter will have any responsibility or liability for any
aspect of the Depositary's records relating to or payments made on account of
beneficial ownership interests in a Global Security representing any Debt
Securities or for maintaining, supervising or reviewing any of the Depositary's
records relating to such beneficial ownership interests.
The Company expects that the Depositary for a series of Debt Securities or
its nominee, upon receipt of any payment of principal, premium or interest, will
credit immediately participants' accounts with payments in amounts proportionate
to their respective beneficial interests in the principal amount of such Global
Security as shown on the records of such Depositary or its nominee. The Company
also expects that payments by participants to owners of beneficial interests in
a Global Security held through such participants will be governed by standing
instructions and customary practices as is now the case with securities held for
customer accounts registered in "street name", and will be the sole
responsibility of such participants.
A Global Security may not be transferred except as a whole by the
Depositary to a nominee of the Depositary, except as otherwise provided in the
Indenture. A Global Security representing Debt Securities is exchangeable only
if (x) the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for such Global Security or if at any time the Depositary
ceases to be a clearing agency registered under the Securities Exchange Act of
1934, as amended (the "Exchange Act") and the Company fails to appoint a
successor Depositary within 90 days or (y) the Company in its sole discretion
determines that such Global Security shall be exchangeable or (z) there shall
have occurred and be continuing an Event of Default or an event which with the
giving of notice or lapse of time or both would constitute an Event of Default
with respect to the Debt Securities represented by such Global Security. Any
Global Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for certificates in definitive form representing Debt Securities
issuable in such denominations and in such names as the Depositary holding such
Global Security shall direct. Subject to the foregoing, the Global Security is
not exchangeable, except for a Global Security of like denomination to be
registered in the name of the Depositary or its nominee.
CERTAIN COVENANTS
Limitations on Liens. The Company covenants that it will not have, nor
will it permit any Domestic Subsidiary (defined as a Subsidiary the majority of
the operating assets of which are located within, and the principal business of
which is carried on in, the United States of America, other than a subsidiary
engaged primarily in the business of purchasing accounts receivable, making
loans and advances against accounts receivable and chattels and related types of
financing or engaged primarily in the business of owning, developing or leasing
real property (Section 1.1)) to have, any lien on its properties or assets or
upon any income or profits therefrom without equally and ratably securing the
Debt Securities. This restriction does not apply to certain permitted liens,
including (a) liens on property existing at the time of acquisition thereof and
certain purchase money mortgages; (b) liens on property of any corporation
existing at the time such corporation becomes a Domestic Subsidiary; (c) liens
existing as of the date of the Indenture; (d) liens which secure debt owing to
the Company or a Domestic Subsidiary by a Domestic Subsidiary; (e) liens arising
from assignments of moneys due under contracts within the United States; (f)
liens on property created in contemplation of the sale or disposition of such
property provided that after 120 days from the creation of such lien such
property shall not be owned by the Company or any Domestic Subsidiary and any
indebtedness secured by such mortgage shall be without recourse to the Company
or any Domestic Subsidiary; (g) liens arising from judgments being appealed and
from certain pledges and deposits; and (h) any extension, renewal or replacement
of any lien referred to in the foregoing clauses (a) through (g), inclusive
(Section 3.6).
Limitations on Sale and Lease-back Transactions. The Company covenants
that it will not enter, nor will it permit any Domestic Subsidiary to enter,
into any sale and lease-back transactions involving any Principal Property (as
defined), other than a sale by a Domestic Subsidiary to the Company and other
than transactions for temporary periods not exceeding five years by the end of
which period it is intended that the use of the leased property by the lessee
will be discontinued, unless the Company, within 120 days after the transfer of
title to such Principal Property, applies to the redemption of Debt Securities
at the then applicable optional redemption price or the redemption of other pari
passu indebtedness maturing more than 12 months after its creation an amount
equal to the net proceeds received by the Company or such Domestic Subsidiary
upon such sale (Section 3.7). Under the Indenture, a Principal Property is
defined as a battery, protein or pet food manufacturing plant owned by the
Company or a Subsidiary as of May 26, 1995, (and any future additions or
improvements thereto) and located within the United States of America (Section
1.1).
Exempted Transactions. Notwithstanding the foregoing provisions, the
Company or any Domestic Subsidiary may create liens on its property or assets
without equally and ratably securing the Debt Securities or enter into sale and
lease-back transactions involving a Principal Property without redeeming Debt
Securities or other indebtedness if, after giving effect thereto, the aggregate
amount of indebtedness of the Company and its Domestic Subsidiaries secured by
liens otherwise prohibited plus the aggregate amount of Attributable Debt
(defined as the present value, computed by discounting at the rate of interest
per annum borne by the offered Debt Securities, of the obligation of a lessee
for net rental payments during the remaining term of any lease) in respect of
such sale and lease-back transactions does not exceed 5% of the Consolidated Net
Tangible Assets (defined as total assets less (a) all liabilities except (i)
notes payable; (ii) current maturities of long-term debt; (iii) current
maturities of obligations under capital leases; (iv) long-term debt and long-
term obligations under capital leases; and (b) goodwill and intangible assets)
of the Company and its Domestic Subsidiaries (Sections 3.6 and 3.7).
EVENTS OF DEFAULT
An Event of Default with respect to any series of Debt Securities is
defined in the Indenture as being: (a) default for 30 days in payment of any
installment of interest on the Debt Securities of such series; (b) default in
the payment of any principal on the Debt Securities of such series; (c) default
by the Company in payment of any sinking fund installment with respect to such
series of Debt Securities; (d) default by the Company in performance of any of
the covenants or warranties in the Indenture contained therein for the benefit
of the Debt Securities of such series which shall not have been remedied for a
period of 90 days after written notice to the Company by the Trustee or to the
Company and the Trustee by the Holders of not less than 25% in principal amount
of the Debt Securities of such series then outstanding; and (e) certain events
of bankruptcy, insolvency or reorganization of the Company (Section 5.1). No
Event of Default described in clause (a), (b), (c) or (d) above with respect to
a particular series of Debt Securities necessarily constitutes an Event of
Default with respect to any other series of Debt Securities.
The Indenture provides that if an Event of Default under clause (a), (b),
(c) or (d) above (but only if, in the case of clause (d), the Event of Default
is with respect to less than all series of Debt Securities then outstanding)
shall have occurred and be continuing with respect to one or more series of the
Debt Securities, either the Trustee or the Holders of not less than 25% in
aggregate principal amount of the then outstanding Debt Securities of the series
affected by such Event of Default (each such series treated as a separate class)
may declare the principal of all the Debt Securities of such series, together
with accrued interest, to be due and payable immediately. If an Event of
Default under clause (d) (if the Event of Default under clause (d) is with
respect to all of the series of Debt Securities then outstanding), or (e) above
shall have occurred and be continuing, either the Trustee or the Holders of not
less than 25% in the aggregate principal amount of all the Debt Securities of
such series then outstanding (each such series treated as one class), may
declare the principal of all the Debt Securities in such series, together with
accrued interest, to be due and payable immediately. Upon certain conditions
such declaration (including a declaration caused by a default in the payment of
principal or interest, the payment for which has subsequently been provided) may
be annulled by the Holders of a majority in principal amount of the Debt
Securities of the series then outstanding (each such series treated as a
separate class) or all Debt Securities treated as one class, as the case may be,
as were entitled to declare such default. In addition, past defaults may be
waived by the Holders of a majority in principal amount of the Debt Securities
of the series then outstanding (each such series treated as a separate class) or
all Debt Securities treated as one class, as the case may be, as were entitled
to declare such default, except a default in the payment of the principal of or
interest on the Debt Securities or in respect of a covenant or provision of the
Indenture which cannot be modified or amended without the approval of the Holder
of each Debt Security so affected (Sections 5.1 and 5.10).
The Indenture contains a provision entitling the Trustee, subject to the
duty of the Trustee during default to act with the required standard of care, to
be indemnified by the Holders of Debt Securities before proceeding to exercise
any right or power under the Indenture at the request of the Holders of such
Debt Securities (Section 6.2). The Indenture also provides that the Holders of
a majority in principal amount of the outstanding Debt Securities of all series
affected (each series treated as a separate class) may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee, with respect to the
Debt Securities of such series (Section 5.9).
The Indenture contains a covenant that the Company will file annually with
the Trustee a certificate as to the absence of any default or specifying any
default that exists (Section 3.5).
SATISFACTION AND DISCHARGE
The Indenture shall be satisfied and discharged with respect to any series
of Debt Securities when: (1) either (A) all Debt Securities of that series
theretofore authenticated and delivered have been delivered to the Trustee
canceled or for cancellation; or (B) all Debt Securities of that series not
theretofore delivered to the Trustee canceled or for cancellation (i) have
become due and payable, or (ii) will become due and payable at their maturity
within one year, or (iii) are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee and the Company, in the case of (i), (ii) or (iii) above, has
deposited or caused to be deposited with the Trustee an amount sufficient to pay
and discharge the entire indebtedness of such Debt Securities for principal and
interest to the date of such deposit (in the case of Debt Securities which have
become due and payable), or to the maturity or redemption date, as the case may
be; (2) the Company has paid or caused to be paid all other sums payable under
the Indenture by the Company with respect to the Debt Securities of such series;
and (3) the Company has delivered to the Trustee an officer's certificate and an
Opinion of Counsel each stating that all conditions precedent provided in the
Indenture relating to the satisfaction and discharge thereof with respect to the
Debt Securities of such series have been complied with (Section 10.1).
DEFEASANCE
Except as may otherwise be set forth in the Prospectus Supplement relating
to a series of Debt Securities, the Indenture provides that the Company, at its
option, (i) will be discharged from any and all obligations in respect of the
Debt Securities of any series (except for certain obligations to register the
transfer or exchange of Debt Securities of such series, replace stolen, lost or
mutilated Debt Securities of such series, maintain paying agencies and hold
moneys for payment in trust) or (ii) will not be subject to provisions of the
Indenture concerning limitations upon liens and sale and lease-back
transactions, and consolidation, merger and sale or lease of assets (and any
other obligation of the Company or restrictive covenant applicable to such Debt
Securities as specified in the applicable Prospectus Supplement), in each case
if the Company deposits with the Trustee, in trust, money or U.S. Government
Obligations (as defined) (or another comparable instrument with respect to the
currency of the Debt Securities as selected by the Company with the consent of
the Trustee) which through the payment of interest thereon and principal thereof
in accordance with their terms will provide money in an amount sufficient to pay
all the principal and interest on the outstanding Debt Securities of such series
on the dates such payments are due in accordance with the terms of such Debt
Securities. To exercise such option, the Company is required, among other
things to deliver to the Trustee (1) an opinion of counsel or a ruling published
by the Internal Revenue Service to the effect that the deposit and related
defeasance would not cause the Holders of the Debt Securities of such series to
recognize income, gain or loss for United States income tax purposes and (2) if
the Debt Securities of such series are then listed on any national securities
exchange, an Opinion of Counsel or a letter or other document from such
exchange, to the effect that such Securities would not be delisted from such
exchange as a result of the exercise of such option (Section 13.2).
MODIFICATION, WAIVER AND MEETINGS
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the Holders of not less than 50% in principal amount of the
Debt Securities of all series then outstanding affected by such supplemental
indenture (treated as one class), to execute supplemental indentures adding any
provisions to or changing or eliminating any of the provisions of the Indenture
or modifying the rights of the Holders of Debt Securities of each such series,
except that no such supplemental indenture may, without the consent of the
Holders of all outstanding Debt Securities (i) change the final maturity of the
principal of, or installment of interest, if any, on, any Debt 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 Debt 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
Debt Security, or impair the right to institute suits 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 Debt Securities of 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 (Section 8.2).
The Holders of a majority in aggregate principal amount of the outstanding
Debt Securities of any series may on behalf of all Holders of the Debt
Securities of such series (i) waive any past default under the Indenture with
respect to such Debt Securities, except a default in the payment of principal or
interest or a covenant or provision that cannot be modified or amended without
the consent of the Holders of each outstanding Debt Security of such series, and
(ii) waive compliance by the Company with certain provisions of the Indenture,
including the provisions concerning limitations upon liens and sale and lease-
back transactions, in each case with respect to the Debt Securities of such
series (Sections 5.10 and 3.9).
The Indenture contains provisions for convening meetings of the Holders of
Debt Securities of a series (Section 7.6). A meeting may be called at any time
by the Trustee, and also, upon request, by the Company or the Holders of at
least 25% in aggregate principal amount of the outstanding Debt Securities of
such series or of all series, as the case may be (Section 7.6(c)). Any
resolution passed or decision taken at any meeting of Holders of Debt Securities
of any series duly held in accordance with the Indenture will be binding on all
Holders of Debt Securities of that series (Sections 7.5 and 7.6).
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company covenants that it will not merge or consolidate or sell or
convey all or substantially all of its assets unless the successor corporation
is the Company or is a domestic corporation which assumes the Company's
obligations on the Debt Securities and under the Indenture, and after giving
effect to such transaction the Company or the successor corporation would not be
in default under the Indenture (Section 9.1).
CONCERNING THE TRUSTEE
The First National Bank of Chicago is the trustee under the Indenture with
regard to the 7 7/8% Debentures due 2025 and the 7 3/4% Debentures due 2015
previously issued, and also an Indenture dated as of January 31, 1992, with the
Company, with regard to the following securities previously issued: (i) 8 5/8%
Debentures due 2022 and (ii) 8 1/8% Debentures due 2023. The Company maintains
a deposit account and conducts other banking transactions with the Trustee in
the ordinary course of business.
GOVERNING LAW
The Indenture and each Debt Security shall be deemed to be contracts under
the law of the State of New York and for all purposes shall be construed in
accordance with the law of such state.
DESCRIPTION OF WARRANTS
The Company may issue Warrants for the purchase of Debt Securities.
Warrants may be issued independently or together with any Debt Securities
offered by any Prospectus Supplement and may be attached to or separate from
such Debt Securities. The Warrants are to be issued under Warrant Agreements to
be entered into between the Company and a bank or trust company, as Warrant
Agent, all as set forth in the Prospectus Supplement relating to the particular
issue of Warrants. The Warrant Agent will act solely as an agent of the Company
in connection with the Warrant Certificates and will not assume any obligation
or relationship of agency or trust for or with any holders of Warrant
Certificates or beneficial owners of Warrants. A copy of the form of Warrant
Agreement, including the form of Warrant Certificate representing the Warrants,
will be filed as an exhibit to a current report on Form 8-K of the Company with
respect to each offering of the Debt Securities and incorporated herein by
reference. The following summaries of certain provisions of the form of Warrant
Agreement and Warrant Certificate do not purport to be complete and are subject
to, and are qualified in their entirety by reference to, all the provisions of
the Warrant Agreement and the Warrant Certificate.
GENERAL
If Warrants are offered, the Prospectus Supplement will describe the
Warrant Agreement and the terms of the Warrants, including the following: (i)
the offering price; (ii) the currency for which Warrants may be purchased; (iii)
the designation, aggregate principal amount, currency and terms of the Debt
Securities purchasable upon exercise of the Warrants; (iv) if applicable, the
designation and terms of the Debt Securities with which the Warrants are issued
and the number of Warrants issued with each such Debt Security; (v) if
applicable, the date on and after which the Warrants and the related Debt
Securities will be separately transferable; (vi) the principal amount of Debt
Securities purchasable upon exercise of one Warrant and the price and currency
at which such principal amount of Debt Securities may be purchased upon such
exercise; (vii) the date on which the right to exercise the Warrants shall
commence and the date (the "Expiration Date") on which such right shall expire;
(viii) federal income tax consequences; (ix) whether the Warrants represented by
the Warrant Certificates will be issued in registered or bearer form; and (x)
any other terms of the Warrants.
Warrant Certificates may be exchanged for new Warrant Certificates of
different denomination, may (if in registered form) be presented for
registration of transfer, and may be exercised at the corporate trust office of
the Warrant Agent or any other office indicated in the Prospectus Supplement.
Prior to the exercise of their Warrants, holders of Warrants will not have any
of the rights of holders of the Debt Securities purchasable upon such exercise,
including the right to receive payments of principal of, premium, if any, or
interest, if any, on the Debt Securities purchasable upon such exercise or to
enforce covenants in the Indenture.
EXERCISE OF WARRANTS
Each Warrant will entitle the holder to purchase such principal amount of
Debt Securities at such exercise price as shall in each case be set forth in, or
calculable from, the Prospectus Supplement relating to the Warrants. Warrants
may be exercised at any time up to 5:00 P.M. New York time on the Expiration
Date set forth in the Prospectus Supplement relating to such Warrants. After the
close of business on the Expiration Date (or such later date to which such
Expiration Date may be extended by the Company), unexercised Warrants will
become void.
Warrants may be exercised by delivery to the Warrant Agent of payment as
provided in the Prospectus Supplement of the amount required to purchase the
Debt Securities purchasable upon such exercise together with certain information
set forth on the reverse side of the Warrant Certificate. Warrants will be
deemed to have been exercised upon receipt of the exercise price, subject to the
receipt within five business days of the Warrant Certificate evidencing such
Warrants. Upon receipt of such payment and the Warrant Certificate properly
completed and duly executed at the corporate trust office of the Warrant Agent
or any other office indicated in the Prospectus Supplement, the Company will, as
soon as practicable, issue and deliver the Debt Securities purchasable upon such
exercise. If fewer than all of the Warrants represented by such Warrant
Certificate are exercised, a new Warrant Certificate will be issued for the
remaining amount of Warrants.
PLAN OF DISTRIBUTION
The Company may sell the Offered Securities to or through underwriters,
dealers, or agents, and also may sell the Offered Securities to one or more
other purchasers or through a combination of any such methods of sale.
The Prospectus Supplement with respect to the Offered Securities sets forth
the terms of the offering (and, in certain circumstances, any reoffering),
including the name or names of any underwriters, agents or other purchasers, the
purchase price in respect of the Offered Securities, the proceeds to the
Company, any initial public offering price, any discounts, commissions and other
items constituting compensation from the Company and any discounts, concessions
or commissions allowed or reallowed or paid by any underwriters to other
dealers.
The distribution of the Offered Securities may be effected by one or more
agents, broker-dealers, underwriters or other purchasers from time to time in
one or more transactions in the over-the-counter market, in negotiated
transactions, or in a combination of such methods of sale, at a fixed price or
prices, which may be changed, or at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. If underwriters are used in the sale, the Offered Securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
The Offered Securities may be offered to the public through underwriting
syndicates represented by managing underwriters or by underwriters without a
syndicate. Unless otherwise set forth in the Prospectus Supplement, the
obligations of an agent, broker-dealer, underwriter or other purchaser to
purchase Offered Securities will be subject to satisfaction of certain
conditions, and such underwriters will be obligated to purchase all such Offered
Securities if any are purchased. Any initial public offering price and any
discounts or concessions allowed or realized or paid to dealers may be changed
from time to time. The Offered Securities may be sold directly by the Company
or through agents designated by the Company from time to time. Any agent
involved in the offer or sale of the Debt Securities in respect of which this
Prospectus is delivered will be named, and any commissions payable by the
Company to such agent will be set forth, in the related Prospectus Supplement.
Unless otherwise indicated in the Prospectus Supplement, any agent will be
acting on a best efforts basis for the period of its appointment.
If so indicated in the Prospectus Supplement, the Company may authorize
underwriters, dealers or other persons acting as the Company's agents to solicit
offers by certain institutions to purchase from the Company at the offering
price set forth in the Prospectus Supplement pursuant to delayed delivery
contracts providing for payment and delivery on a future date. Such contracts
will be subject only to those conditions set forth in the Prospectus Supplement
and the Prospectus Supplement will set forth the commissions payable for
solicitation of such contracts.
Agents and underwriters may from time to time purchase and sell the Offered
Securities in the secondary market, but are not obligated to do so, and there
can be no assurance that there will be a secondary market for the Offered
Securities or liquidity in the secondary market if one develops. From time to
time, agents and underwriters may make a market in the Offered Securities.
Underwriters, agents and other purchasers who participate in the
distribution of the Offered Securities may be entitled under agreements which
may be entered into by the Company to indemnification by the Company against
certain liabilities, including liabilities under the Act, or to contribution
with respect to payments which the underwriters, agents or other purchasers may
be required to make in respect thereof. Such underwriters, agents and other
purchasers may be customers of, engage in transactions with, or perform services
for the Company in the ordinary course of business.
LEGAL OPINIONS
The legality of the Offered Securities offered hereby will be passed upon
for the Company by James M. Neville, Vice President, General Counsel and
Secretary of Ralston Purina Company, Checkerboard Square, St. Louis, Missouri
63164. At November 30, 1995, Mr. Neville was the beneficial owner of 26,485
shares of Common Stock of the Company. Additionally, as of February 29, 1996,
430 shares of Common Stock, and 1,233 shares of Preferred Stock, convertible
under certain conditions into Common Stock, of the Company were allocated to Mr.
Neville's accounts under certain of the Company's benefit plans.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Ralston Purina Company Annual Report on Form 10-K for the year ended
September 30, 1995, have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
$400,000,000
TABLE OF CONTENTS
PROSPECTUS RALSTON PURINA COMPANY
PAGE
------
Available Information 2
Incorporation of Certain
Documents by Reference 2
Ralston Purina Company 3 DEBT SECURITIES AND WARRANTS
Use of Proceeds 3 TO PURCHASE DEBT SECURITIES
Ratio of Earnings to
Fixed Charges 3
Description of Debt
Securities 5
Description of Warrants 11
Plan of Distribution 12
Legal Opinions 12
Experts 12
NO DEALER, SALESPERSON OR OTHER PERSON
HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS AND, WITH RESPECT TO
PARTICULAR OFFERED SECURITIES, THE
PROSPECTUS SUPPLEMENT OR ANY PRICING
SUPPLEMENT RELATING THERETO, AND, IF
GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY
THE COMPANY OR ANY AGENT,
UNDERWRITER OR DEALER. THIS
PROSPECTUS, THE PROSPECTUS
SUPPLEMENT OR ANY PRICING SUPPLEMENT
DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY
ANY OF THE SECURITIES OFFERED HEREBY
IN ANY JURISDICTION TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION IN SUCH JURISDICTION.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
An itemized statement of the amount of all expenses, other than
underwriting discounts and commissions, incurred by the Company in connection
with the issuance and distribution of the Debt Securities and Warrants follows:
Securities and Exchange Commission Registration Fee $137,932
Trustees' Fees and Expenses 3,100*
Printing and Engraving Expenses 2,500*
Rating Agency Fees 116,250*
Accounting Fees and Expenses 50,000*
Blue Sky Fees and Expenses 20,000*
Miscellaneous Expenses 5,000*
---------
Total $334,782
--------
*All amounts estimated except Registration Fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 351.355 of the Missouri General and Business Corporation Law
("GBCL") and the Company's Restated Articles of Incorporation, the Company must
indemnify any person (other than a party plaintiff serving on his or her behalf
or in the right of the Company) 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, to the maximum extent permitted by law, against any
and all expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement, actually and reasonably incurred by such person 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 such person 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. The Company's directors and
executive officers also have indemnification agreements with the Company
pursuant to which the Company agrees to indemnify such persons to the full
extent authorized or permitted by the GBCL. The agreements also provide for
indemnification to the extent not covered by the GBCL or insurance policies
purchased and maintained by the Company (e.g. if the GBCL is amended to change
the scope of indemnification). Such indemnification would be co-extensive with
the indemnification currently permitted by the GBCL as described above, but no
indemnity would be paid (i) in respect to remuneration paid to such person if it
shall be finally adjudged that such remuneration was in violation of law; (ii)
on account of any suit for an accounting of profits made from the purchase or
sale by such person of securities of the Company pursuant to the provision of
Section 16(b) of the Exchange Act or similar provision of any state or local
statutory law; (iii) on account of such person's conduct which is finally
judicially adjudged to have been knowingly fraudulent, deliberately dishonest or
willful misconduct; or (iv) if a final decision by a court having jurisdiction
in the matter (all appeals having been denied or none having been taken) shall
determine that such indemnification is not lawful.
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.
The Underwriting Agreement General Terms and Provisions filed as Exhibit 1
hereto provides for indemnification of the Company's directors and officers
against civil liabilities, including liabilities under the Securities Act of
1933.
II-2
ITEM 16. EXHIBITS.
1 Form of Underwriting Agreement General Terms and Provisions.
4(a) Form of Indenture is incorporated by reference from the Company's
Form S-3 Registration Statement, No. 33-59663 filed on May 26,
1995.
4(b) Form of Note.*
4(c) Form of Debenture.*
4(d) Form of Extendible Note.*
4(e) Form of Warrant Agreement, including Form of Warrant.*
5 Opinion of James M. Neville, Vice President, General Counsel and
Secretary.
12 Statement and Computation Showing the Ratio of Earnings to Fixed
Charges.
23 Consent of Price Waterhouse LLP
23 Consent of James M. Neville, Vice President, General Counsel and
Secretary (included in Exhibit 5 above).
24 Powers of Attorney (included on signature page on II-5).
25 Form T-1, Statement of Eligibility under the Trust Indenture Act of
1939 of The First National Bank of Chicago.
- -------------------------------------------
The form of security with respect to each particular offering of securities
registered hereunder, and the form of Warrant Agreement, if any, will be filed
as an exhibit to a Current Report on Form 8-K of the Company and incorporated by
reference herein.
ITEM 17. UNDERTAKINGS.
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, unless the information required to be included in
such post-effective amendment is contained in a periodic report
filed by Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act and incorporated herein by reference;
(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 set forth in the Registration Statement, unless the
information required to be included in such post-effective
amendment is contained in a periodic report filed by Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act and
incorporated herein by reference; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
II-3
(2) That, for purposes of determining any liability under the Securities
Act, 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 the registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions described in Item 15 above, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is therefore, unenforceable. In the event 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 against the Registrant 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 Act and will be governed by the final adjudication of such
issue.
II-4
SIGNATURES
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-3 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, State of Missouri, on
March 28, 1996.
RALSTON PURINA COMPANY
By
William P. Stiritz, Chairman of
the Board and Chief Executive
Officer
--------------------------
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS J. M. NEVILLE AND T. L. GROSCH, AND EACH OF THEM,
HIS OR HER TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL POWER OF
SUBSTITUTION AND RESUBSTITUTION, FOR HIM OR HER AND IN HIS OR HER NAME, PLACE
AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS (INCLUDING
POST-EFFECTIVE AMENDMENTS) TO THIS REGISTRATION STATEMENT, 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 AND TO ALL INTENTS AND PURPOSES AS HE OR SHE MIGHT OR COULD
DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT
AND AGENTS OR ANY OF THEM, OR THEIR OR HIS SUBSTITUTE OR SUBSTITUTES, MAY
LAWFULLY DO, OR CAUSE TO BE DONE BY VIRTUE HEREOF.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on March 28, 1996 by the following
persons in the capacities indicated.
SIGNATURE TITLE
Chairman of the Board, Chief
William P. Stiritz Executive Officer, and
Director
Vice President and Chief
James R. Elsesser Financial Officer
SIGNATURE TITLE
Vice President and Controller
Anita M. Wray
Director
David R. Banks
Director
John H. Biggs
Director
Donald Danforth, Jr.
Director
William H. Danforth
SIGNATURE TITLE
Director
David C. Farrell
Director
M. Darrell Ingram
Director
Richard A. Liddy
Director
John F. McDonnell
Director
Katherine D. Ortega
Director
William P. Stiritz
II-6
FORM OF
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
1 Form of Underwriting Agreement General Terms and Provisions.
4(a) Form of Indenture is incorporated by reference from the Company's Form
S-3 Registration Statement, No. 33-59663, filed on May 26, 1995.
4(b) Form of Note.*
4(c) Form of Debenture.*
4(d) Form of Extendible Note.*
4(e) Form of Warrant Agreement, including Form of Warrant.*
5 Opinion of James M. Neville, Vice President, General Counsel and
Secretary.
12 Statement and Computation Showing the Ratio of Earnings to Fixed
Charges.
23 Consent of Price Waterhouse LLP.
23 Consent of James M. Neville, Vice President, General Counsel and
Secretary (included in Exhibit 5 above).
24 Powers of Attorney (included on signature page on page II-5)
25 Form T-1, Statement of Eligibility under the Trust Indenture Act of
1939 of The First National Bank of Chicago.
*The form of security with respect to each particular offering of securities
registered hereunder, and the form of Warrant Agreement, if any, will be filed
as an exhibit to a Current Report on Form 8-K of the Company and incorporated
herein by reference.
Exhibit 1
March 29, 1996
Ralston Purina Company
Debt Securities and Warrants to Purchase Debt Securities
UNDERWRITING AGREEMENT GENERAL TERMS AND PROVISIONS
1. Introductory. Ralston Purina Company, a Missouri corporation ("Company"),
proposes to issue and sell from time to time, either jointly or separately,
certain of its debt securities ("Debt Securities") and warrants to purchase
Debt Securities ("Warrants") registered under the registration statement
referred to in Section 2(a). The Debt Securities will be issued under an
indenture, dated as of May 26, 1995, ("Indenture"), between the Company and
The First National Bank of Chicago, as Trustee, in one or more series,
which series may vary as to interest rates, maturities, redemption
provisions, selling prices and other terms, with all such terms for any
particular series of the Debt Securities being determined at the time of
sale. The Warrants will be to purchase Debt Securities issued under the
Indenture, in one or more series, which series may vary as to duration,
exercise prices, detachability, selling prices and other terms, with all
such terms for any particular series of the Warrants being determined at
the time of sale. Particular series of the Debt Securities and Warrants
will be sold, pursuant to a Terms Agreement referred to in Section 3, for
resale in accordance with terms of offering determined at the time of sale.
The Debt Securities and Warrants involved in any such offering, whether
sold independently of each other or collectively, are hereinafter referred
to as the "Securities". The firm or firms which agree to purchase the
Securities are hereinafter referred to as the "Underwriters" of such
Securities, and the representative or representatives of the Underwriters,
if any, specified in a Terms Agreement referred to in Section 3 are
hereinafter referred to as the "Representatives"; provided, however, that
if the Terms Agreement does not specify any representative of the
Underwriters, the term "Representatives", as used in this Agreement (other
than in Sections 2(b), 5(c) and 6 and the second sentence of Section 3),
shall mean the Underwriters.
2. Representations and Warranties of the Company. The Company represents and
warrants to, and agrees with, each Underwriter that:
(a) A registration statement on Form S-3 (File No. 33- ), and any
amendments thereto, with respect to the Securities have (i) been
prepared by the Company in conformity with the requirements of the
Securities Act of 1933 (the "Securities Act") and the rules and
regulations (the "Rules and Regulations") of the Securities and
Exchange Commission (the "Commission") thereunder, (ii) been filed
with the Commission under the Securities Act, and (iii) become
effective under the Securities Act. The Indenture pursuant to
which the Securities will be issued has been qualified under the
Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act"). Copies of such registration statement and any amendments
thereto have been delivered by the Company to the Representatives.
As used in this Agreement, "Registration Statement" means such
registration statement when it became effective under the
Securities Act, and as from time to time amended or supplemented
thereafter at the time of effectiveness of such amendment or filing
of such supplement with the Commission (including all documents
incorporated therein by reference); "Basic Prospectus" means the
prospectus (including all documents incorporated therein by
reference) included in the Registration Statement; and "Prospectus"
means the Basic Prospectus, together with any amendment or
supplements thereto, as first filed with the Commission pursuant to
paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations.
The Commission has not issued any order preventing or suspending
the use of the Basic Prospectus or any Prospectus.
(b) The Registration Statement and any amendment thereto, as of their
respective effective dates, and the Prospectus, as of its issue
date, complied as to form in all material respects with the
requirements of the Securities Act and the Trust Indenture Act and
the applicable rules and regulations of the Commission thereunder;
and the Registration Statement and any amendment thereto, as of
their respective effective dates (and, if an Annual Report on Form
10-K of the Company has been filed subsequent to the effective date
of the Registration Statement, as of the date of filing of the most
recent such Annual Report on Form 10-K), did not contain or will
not contain, as the case may be, an untrue statement of a material
fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein not
misleading, and the Prospectus does not and will not as of the
Closing Date (as hereinafter defined) contain an untrue statement
of material fact or omit to state a material fact necessary in
order to make the statements therein, in light of the circumstances
under which they were made, not misleading; provided, however, that
this representation and warranty shall not apply to any statements
or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter
of the Securities through the Representatives expressly for use in
the Prospectus or as to any statement in or omissions from the
statement of eligibility and qualifications on Form T-1 of the
Trustee under the Trust Indenture Act.
(c) The documents, if any, incorporated by reference in the Prospectus,
when they were filed with the Commission, complied as to form in
all material respects with the requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the
applicable rules and regulations of the Commission thereunder, and
none of such documents, as of their respective filing dates,
contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to
make the statements therein not misleading; and any further
documents so filed and incorporated by reference in the Prospectus
when such documents are filed with the Commission, as the case may
be, will comply as to form in all material respects with the
requirements of the Exchange Act and the applicable rules and
regulations of the Commission thereunder, and will not as of their
respective filing dates, contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not
apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company by
an Underwriter of the Securities through the Representatives
expressly for use in the Prospectus.
3. Purchase and Offering of Securities. The obligation of the Underwriters to
purchase the Securities will be evidenced by an exchange of telegraphic or
other written communications ("Terms Agreement") at the time the Company
determines to sell the Securities. Each Terms Agreement will incorporate
by reference the provisions of this Agreement, except as otherwise provided
therein, and will specify the firm or firms which will be Underwriters, the
names of any Representatives, the principal amount to be purchased by each
Underwriter, the public offering price, the purchase price to be paid by
the Underwriters and the terms of the Securities not already specified in
the Indenture, including, but not limited to, interest rate, maturity,
denominations designations, any redemption provisions and any sinking fund
requirements and whether any of the Securities may be sold to institutional
investors pursuant to Delayed Delivery Contracts (as defined below). Each
Terms Agreement will also specify the time and date of delivery and payment
(such time and date, or such other time not later than seven full business
days thereafter as the Representatives and the Company agree as the time
for payment and delivery, being herein and in each Terms Agreement referred
to as the "Closing Date"), the place of delivery and payment and any
details of the terms of offering that should be reflected in the prospectus
supplement relating to the offering of the Securities. The obligations of
the Underwriters to purchase the Securities will be several and not joint.
It is understood that the Underwriters propose to offer the Securities for
sale as set forth in the Prospectus. Time shall be of the essence, and
delivery at the time and place specified pursuant to this Agreement is a
further condition of the obligation of each Underwriter hereunder. The
Securities delivered to the Underwriters on the Closing Date will be in
definitive, fully registered form, and may be issued pursuant to the Book-
Entry System described in the Prospectus, in such denominations and
registered in such names as the Underwriters may request, against payment
by such Underwriters of the purchase price therefore by such means and in
such funds as specified in the Terms Agreement If a Terms Agreement
provides for sales of Securities pursuant to delayed delivery contracts,
the Company authorizes the Underwriters to solicit offers to purchase
Securities pursuant to delayed delivery contracts substantially in the form
of Annex I attached hereto ("Delayed Delivery Contracts") with such changes
therein as the Company may authorize or approve. Delayed Delivery
Contracts are to be with institutional investors, including commercial and
savings banks, insurance companies, pension funds, investment companies and
educational and charitable institutions. On the Closing Date, the Company
will pay, as compensation, to the Representatives for the accounts of the
Underwriters, the fee set forth in such Terms Agreement in respect of the
principal amount of Securities to be sold pursuant to Delayed Delivery
Contracts ("Contract Securities"). The Underwriters will not have any
responsibility in respect of the validity or the performance of Delayed
Delivery Contracts. If the Company executes and delivers Delayed Delivery
Contracts, the Contract Securities will be deducted from the Securities to
be purchased by the several Underwriters and the aggregate principal amount
of Securities to be purchased by each Underwriter will be reduced pro rata
in proportion to the principal amount of Securities set forth opposite each
Underwriter's name in such Terms Agreement, except to the extent that the
Representatives determine that such reduction shall be otherwise than pro
rata and so advise the Company. The Company will advise the
Representatives not later than the business day prior to the Closing Date
of the principal amount of Contract Securities.
4. Certain Agreements of the Company. The Company agrees with the several
Underwriters that it will furnish to counsel for the Underwriters one
signed copy of the registration statement relating to the Debt Securities
and Warrants, including all exhibits, in the form it became effective and
of all amendments thereto and that, in connection with each offering of
Securities:
(a) The Company will advise the Representatives promptly of any
proposal to amend or supplement the Registration Statement or the
Prospectus and will afford the Representatives a reasonable
opportunity to comment on any such proposed amendment or
supplement; and will obtain the prior consent of the Underwriter to
the filing, which consent shall not be unreasonably withheld or
delayed; and the Company will also advise the Representatives
promptly of the filing of any such amendment or supplement and of
the institution by the Commission of any stop order proceedings in
respect of the Registration Statement or of any part thereof and
will use its best efforts to prevent the issuance of any such stop
order and to obtain as soon as possible its lifting, if issued.
(b) If, at any time when a prospectus relating to the Securities is
required to be delivered under the Act, any event occurs as a
result of which the Prospectus as then amended or supplemented
would include an untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not
misleading, or if it is necessary at any time to amend the
Prospectus to comply with the Act, the Company promptly will
prepare and file with the Commission an amendment or supplement
which will correct such statement or omission or an amendment which
will effect such compliance.
(c) As soon as practicable, but not later than 16 months, after the
date of each Terms Agreement, the Company will make generally
available to its securityholders an earnings statement covering a
period of at least 12 months beginning after the later of (i) the
effective date of the registration statement relating to the Debt
Securities and Warrants, (ii) the effective date of the most recent
post-effective amendment to the Registration Statement to become
effective prior to the date of such Terms Agreement and (iii) the
date of the Company's most recent Annual Report on Form 10-K filed
with the Commission prior to the date of such Terms Agreement,
which will satisfy the provisions of Section 11(a) of the Act.
(d) The Company will furnish to the Representatives copies of the
Registration Statement, including all exhibits, any related
preliminary prospectus, any related preliminary prospectus
supplement, the Prospectus and all amendments and supplements to
such documents, in each case as soon as available and in such
quantities as are reasonably requested.
(e) The Company will arrange for the qualification of the Securities
for sale and the determination of their eligibility for investment
under the laws of such jurisdictions as the Representatives
designate and will continue such qualifications in effect so long
as required for the distribution.
(f) During the period of five years after the date of any Terms
Agreement, the Company will furnish to the Representatives and,
upon request, to each of the other Underwriters, if any, as soon as
practicable after the end of each fiscal year, a copy of its annual
report to stockholders for such year, and the Company will furnish
to the Representatives (i) as soon as available, a copy of each
report or definitive proxy statement of the Company filed with the
Commission under the Securities Exchange Act of 1934 or mailed to
stockholders, and (ii) from time to time, such other publicly
available information concerning the Company as the Representatives
may reasonably request.
(g) Expenses. The Company agrees to pay (i) the costs incident to the
authorization, issuance, sale and delivery of the Securities and
any taxes payable in that connection; (ii) the costs incident to
the preparation, printing and filing under the Securities Act of
the Registration Statement and any amendments and exhibits thereto;
(iii) the costs of distributing the Registration Statement as
originally filed and each amendment thereto and any post-effective
amendments thereto (including, in each case, exhibits), the
Prospectus and any amendment or supplement to the Prospectus, all
as provided in this Agreement; (iv) the costs of reproducing and
distributing this Agreement; (v) the costs of distributing the
underwriting documentation in connection with the organization of
the underwriting syndicate and selling group to the members thereof
by mail, telex or other means of communication; (vi) the fees and
expenses of filings, if any, with foreign securities administrators
and of qualifying the Debt Securities and Warrants under the
securities laws of the several jurisdictions as provided in Section
4(e) and of preparing, printing and distributing a Blue Sky
memorandum (including related fees and expenses of counsel to the
Underwriters); (vii) the cost of printing the Debt Securities and
the Warrants; (viii) the fees and expenses of the Trustee and any
agent of the Trustee and the fees and disbursements of any counsel
for the Trustee in connection with the Indenture and the Debt
Securities; (ix) the fees and expenses of the Warrant Agent and any
agent of the Warrant Agent and the fees and disbursements of any
counsel for the Warrant Agent in connection with the Warrant
Agreement and the Warrants; (x) the fees paid to rating agencies in
connection with the rating of the Securities; (xi) any costs and
expenses of the depositary with respect to the Securities and its
nominee, including its book-entry system; and (xii) all other costs
and expenses incident to the performance of the obligations of the
Company under this Agreement; provided that except as provided in
this Section 4(g) and in Section 8, the Underwriters shall pay
their own costs and expenses, including the costs and expenses of
their counsel, any transfer taxes on the Debt Securities and the
Warrants which they may sell and the expenses of advertising any
offering of the Debt Securities and the Warrants made by the
Underwriters, and the Company shall pay the fees and expenses of
its counsel and any transfer taxes payable in connection with its
sale of Debt Securities and the Warrants to the Underwriters.
(h) For a period beginning at the time of execution of a Terms
Agreement and ending 30 days after the Closing Date relating to
such Terms Agreement, without the prior consent of the
Representatives, the Company will not offer, sell, contract to sell
or otherwise dispose of any United States dollar denominated,
foreign currency denominated or ECU debt securities issued or
guaranteed by the Company and having a maturity of more than one
year from the date of issue or warrants to purchase such debt
securities.
5. Conditions of the Obligations of the Underwriters. The obligations of the
several Underwriters to purchase and pay for the Securities will be subject
to the accuracy of the representations and warranties on the part of the
Company herein, to the accuracy of the statements of Company officers made
pursuant to the provisions hereof, to the performance by the Company of its
obligations hereunder and to the following additional conditions precedent:
(a) On the Closing Date, you shall have received a letter, satisfactory
in form and substance to you and your counsel, dated the Closing
Date 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.
(b) No stop order suspending the effectiveness of the Registration
Statement or any part thereof shall have been issued and no
proceedings for that purpose shall have been instituted or, to the
knowledge of the Company or any Underwriter, shall be contemplated
by the Commission.
(c) Neither the Company nor any of its subsidiaries shall have
sustained, since the date of the latest audited financial
statements included in the Prospectus, any (i) loss or interference
with its business from fire, explosion, flood or other calamity,
whether or not covered by insurance, or from any labor dispute or
court or governmental action, order or decree, otherwise than as
set forth or contemplated in the Prospectus as of the date thereof
or (ii) since such date there shall not have been any change in the
capital stock or long-term debt of the Company or any of its
subsidiaries (otherwise than as set forth or contemplated in the
Prospectus) or any change in or affecting, or any adverse
development which affects, the business, properties, financial
position, stockholders' equity or results of operations of the
Company and its subsidiaries as a whole, otherwise than as set
forth or contemplated in the Prospectus as of the date thereof, the
effect of which, in any such case described in clause (i) or (ii),
is, in the reasonable judgment of the Representatives, so material
and adverse as to make it impracticable or inadvisable to proceed
with the public offering or the delivery of the Securities being
delivered on the Closing Date on the terms and in the manner
contemplated herein or in the Prospectus.
(d) Subsequent to the execution and delivery of this Agreement there
shall not have occurred any of the following: (i) trading in
securities generally on the New York Stock Exchange, Inc. (the
"NYSE"), the American Stock Exchange or the over-the-counter market
shall have been suspended or minimum prices shall have been
established on either of such exchanges or such market by the
Commission, by such exchange or by any other regulatory body or
governmental authority having jurisdiction, (ii) a banking
moratorium shall have been declared by Federal or state
authorities, (iii) the United States shall have become engaged in
hostilities, there shall have been an escalation in hostilities
involving the United States or there shall have been a declaration
of a national emergency or war by the United States or (iv) there
shall have occurred such a material adverse change in general
economic, political or financial conditions (or the effect of
international conditions on the financial markets in the United
States shall be such) as to make it in each such case, in the
judgment of a majority in interest of the several Underwriters,
impracticable or inadvisable to proceed with the delivery of the
Securities on the terms and in the manner contemplated in the
Prospectus.
(e) Subsequent to the execution and delivery of this Agreement, (i) no
downgrading shall have occurred in the rating accorded the
Company's debt securities by a nationally recognized statistical
rating organization, as that term is defined by the Commission for
purposes of Rule 436(g) (2) of the Rules and Regulations, and (ii)
no such organization shall have publicly announced that it has
under surveillance or review, with possible negative implications,
its rating of any of the Company's debt securities.
(f) The Representatives shall have received an opinion, dated the
Closing Date, of James M. Neville, Vice President and General
Counsel of the Company, to the effect that:
(i) Each of the Company, and Eveready Battery Company, Inc.,
VCS Holding Company, Ralston Purina Overseas Battery
Company and Protein Technologies International, Inc.
(together the "Significant Subsidiaries"), has been duly
incorporated and is an existing corporation in good
standing under the laws of the jurisdiction of its
incorporation, with corporate power and authority to own
its properties and conduct its business as described in
the Prospectus; and each of the Company and the
Significant Subsidiaries is duly qualified to do business
as a foreign corporation in good standing in all other
jurisdictions in which it owns or leases substantial
properties or in which the conduct of its business
requires such qualification, except where the failure to
be so qualified or in good standing would not have a
material adverse effect on the Company;
(ii) The Indenture and the Warrant Agreement, if applicable,
have been duly authorized, executed and delivered by the
Company and the Indenture has been duly qualified under
the Trust Indenture Act; the Securities have been duly
authorized; the Securities other than any Contract
Securities have been duly executed, authenticated, issued
and delivered; the Indenture and the Warrant Agreement, if
applicable, and the Securities other than any Contract
Securities constitute, and any Contract Securities, when
executed, authenticated, issued and delivered in the
manner provided in the Indenture and the Warrant
Agreement, if applicable, and sold pursuant to Delayed
Delivery Contracts, will constitute, valid and legally
binding obligations of the Company, enforceable in
accordance with their terms, subject, as to enforcement,
to bankruptcy, insolvency, reorganization and other
similar laws of general applicability relating to or
affecting creditors' rights and to general equity
principles; and the Indenture and the Warrant Agreement,
if applicable, and the Securities other than any Contract
Securities conform, and any Contract Securities, when so
issued and delivered and sold, will conform, to the
descriptions thereof contained in the Prospectus;
(iii) No consent, approval, authorization or order of, or filing
with, any governmental agency or body or any court is
required for the consummation of the transactions
contemplated by the Terms Agreement (including the
provisions of this Agreement) in connection with the
issuance or sale of the Securities by the Company, except
such as have been obtained and made under the Act and the
Trust Indenture Act and such as may be required under
state securities laws;
(iv) The Company has an authorized capitalization as set forth
in the Prospectus and all of the issued shares of capital
stock of the Company and each Significant Subsidiary have
been duly and validly authorized and issued and are fully
paid and non-assessable; all of the capital stock of each
Significant Subsidiary is owned directly or indirectly by
the Company, and, to the best knowledge of such counsel,
such capital stock is free and clear of any mortgage,
pledge, lien, encumbrance, claim or equity;
(v) The execution, delivery and performance of the Indenture,
the Warrant Agreement (if applicable), the Terms Agreement
(including the provisions of this Agreement) and any
Delayed Delivery Contracts and the issuance and sale of
the Securities and compliance with the terms and
provisions thereof will not result in a breach or
violation of any of the terms and provisions of, or
constitute a default under, any statute, any rule,
regulation or order of any governmental agency or body or
any court having jurisdiction over the Company or any
subsidiary of the Company or any of their properties or
any agreement or instrument to which the Company or any
Significant Subsidiary is a party or by which the Company
or any Significant Subsidiary is bound or to which any of
the properties of the Company or any Significant
Subsidiary is subject, or the charter or bylaws of the
Company or any subsidiary of the Company, and the Company
has full power and authority to authorize, issue and sell
the Securities as contemplated by the Terms Agreement
(including the provisions of this Agreement);
(vi) The Registration Statement has become effective under the
Act, and, to the best knowledge of such counsel, no stop
order suspending the effectiveness of the Registration
Statement or of any part thereof has been issued and no
proceedings for that purpose have been instituted or are
pending or contemplated under the Act, and the
registration statement relating to the Debt Securities and
Warrants, as of its effective date, the Registration
Statement and the Prospectus, as of the date of the Terms
Agreement, and any amendment or supplement thereto, as of
its date, complied as to form in all material respects
with the requirements of the Act, the Trust Indenture Act
and the rules and regulations thereunder; and all
documents incorporated by reference therein complied as to
form when filed in all material respects with the
requirements of the Exchange Act and the applicable rules
and regulations; such counsel has no reason to believe
that (a) the Registration Statement as of its effective
date (or, if an Annual Report on Form 10-K of the Company
has been filed subsequent to its effective date, as of the
date of filing of the most recent such Annual Report),
contained an untrue statement of a material fact or
omitted to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading, or that (b) the Prospectus as of its date and
as of the Closing Date, including any amendments or
supplements to the Prospectus (other than the financial
statements and related schedules therein, as to which such
counsel need express no opinion) contained or contains an
untrue statement of a material fact or omitted or omits to
state a material fact necessary to make the statements
therein, in light of the circumstances in which they were
made, not misleading; and such counsel does not know of
any legal or governmental proceedings required to be
described in the Prospectus which are not described as
required or of any contracts or documents of a character
required to be described in the Registration Statement or
Prospectus or to be filed as exhibits to the Registration
Statement which are not described and filed as required;
it being understood that such counsel need express no
opinion as to the financial statements or other financial
data contained in the Registration Statement or the
Prospectus; and
(vii) The Terms Agreement (including the provisions of this
Agreement) and any Delayed Delivery Contracts have been
duly authorized, executed and delivered by the Company.
(g) The Representatives shall have received from counsel for the
Underwriters, such opinion or opinions, dated the Closing Date, with
respect to the incorporation of the Company, the validity of the
Securities, the Registration Statement, the Prospectus and other
related matters as they may require, and the Company shall have
furnished to such counsel such documents as they request for the
purpose of enabling them to pass upon such matters. In rendering such
opinion, counsel for the Underwriters may rely as to the incorporation
of the Company and all other matters governed by Missouri law upon the
opinion of James M. Neville referred to above.
(h) The Representatives shall have received a certificate, dated the
Closing Date, of the President or any Vice President and a principal
financial or accounting officer of the Company in which such officers,
to the best of their knowledge after reasonable investigation, shall
state that the representations and warranties of the Company in this
Agreement are true and correct, that the company has complied with all
agreements and satisfied all conditions on its part to be performed or
satisfied hereunder at or prior to the Closing Date, that no stop
order suspending the effectiveness of the Registration Statement or of
any part thereof has been issued and no proceedings for that purpose
have been instituted or are contemplated by the Commission and that,
subsequent to the date of the most recent financial statements in the
Prospectus, there has been no material adverse change in the financial
position or results of operations of the Company and its subsidiaries
except as set forth in or contemplated by the Prospectus or as
described in such certificate.
6. Indemnification and Contribution. (a) The Company will indemnify and hold
harmless each Underwriter against any losses, claims, damages or
liabilities, joint or several, or any action in respect thereof to which
such Underwriter may become subject, under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Registration Statement, the
Prospectus, or any amendment or supplement thereto, or any related
preliminary prospectus or preliminary prospectus supplement, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse each Underwriter for
any legal or other expenses reasonably incurred by such Underwriter in
connection with investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred; provided, however, that
the Company will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement in or omission or alleged omission
from any of such documents in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through the
Representatives, if any, specifically for use therein.
(b) Each Underwriter, severally and not jointly, will indemnify and hold
harmless the Company against any losses, claims, damages or
liabilities or any action in respect thereof to which the Company may
become subject, under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Registration
Statement, the Prospectus, or any amendment or supplement thereto, or
any related preliminary prospectus or preliminary prospectus
supplement, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission
was made in reliance upon and in conformity with written information
furnished to the Company by such Underwriter through the
Representatives, if any, specifically for use therein, and will
reimburse any legal or other expenses reasonably incurred by the
Company in connection with investigating or defending any such loss,
claim, damage, liability or action as such expenses are incurred.
(c) Promptly after receipt by an indemnified party under this Section 6 of
notice of the commencement of any action, such indemnified party will,
if a claim in respect thereof is to be made against the indemnifying
party under subsection (a) or (b) above, notify the indemnifying party
of the commencement thereof; but the omission so to notify the
indemnifying party will not relieve it from any liability which it may
have to any indemnified party otherwise than under subsection (a) or
(b) above. In case any such action is brought against any indemnified
party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof,
with counsel satisfactory to such indemnified party; provided,
however, that any indemnified party shall have the right to employ
separate counsel in any such action and to participate in the defense
thereof but the fees and expenses of such counsel shall be at the
expense of such indemnified party unless (i) the employment thereof
has been specifically authorized by the indemnifying party in writing,
(ii) such indemnified party shall have been advised by such counsel
that there may be one or more legal defenses available to it which are
different from or additional to those available to the indemnifying
party and in the reasonable judgment of such counsel it is advisable
for such indemnified party to employ separate counsel or (iii) the
indemnifying party has failed to assume the defense of such action and
employ counsel reasonably satisfactory to the indemnified party, in
which case, if such indemnified party notifies the indemnifying party
in writing that it elects to employ separate counsel at the expense of
the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such action on behalf of such
indemnified party, it being understood, however, that the
indemnifying party shall not, in connection with any one such action
or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or
circumstances, be liable for the reasonable fees and expenses of more
than one separate firm or attorneys at any time for all such
indemnified parties, which firm shall be designated in writing by the
Representatives, if the indemnified parties under this Section 6
consist of any Underwriter or any of their respective controlling
persons, or by the Company, if the indemnified parties under this
Section 6 consist of the Company or any of the Company's directors,
officer or controlling persons.
(d) If the indemnification provided for in this Section 6 is unavailable
or insufficient to hold harmless an indemnified party under subsection
(a) or (b) above, then each indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of the
losses, claims, damages or liabilities referred to in subsection (a)
or (b) above (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the
Underwriters on the other from the offering of the Securities or (ii)
if the allocation provided by clause (i) above is not permitted by
applicable law or if the indemnified party failed to give the notice
required under subsection (c) above, in such proportion as is
appropriate to reflect not only the relative benefits referred to in
clause (i) above but also the relative fault of the Company on the one
hand and the Underwriters on the other in connection with the
statements or omissions which resulted in such losses, claims, damages
or liabilities as well as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand and the
Underwriters on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting
expenses) received by the Company bear to the total underwriting
discounts and commissions received by the Underwriters. The relative
fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to
information supplied by the Company or the Underwriters and the
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission.
The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this subsection (d) was
determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations
referred to above in subsection (d). The amount paid by an
indemnified party as a result of the losses, claims, damages or
liabilities referred to in the first sentence of this subsection (d)
shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any action or claim which is the subject of this subsection
(d). Notwithstanding the provisions of this subsection (d), no
Underwriter shall be required to contribute any amount in excess of
the amount by which the total price at which the Securities
underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such Underwriter has
otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters'
obligations in this subsection (d) to contribute are several in
proportion to their respective underwriting obligations and not joint.
(e) The obligations of the Company under this Section shall be in addition
to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any,
who controls any Underwriter within the meaning of the Act; and the
obligations of the Underwriters under this Section shall be in
addition to any liability which the respective Underwriters may
otherwise have and shall extend, upon the same terms and conditions,
to each director of the Company, to each officer of the Company who
has signed the Registration Statement and to each person, if any, who
controls the Company within the meaning of the Act.
7. Default of Underwriters . If any Underwriter or Underwriters default in
their obligations to purchase Securities under a Terms Agreement and the
aggregate principal amount of the Securities that such defaulting
Underwriter or Underwriters agreed but failed to purchase does not exceed
10% of the total principal amount of the Securities, the Representatives
may make arrangements satisfactory to the Company for the purchase of such
Securities by other persons, including any of the Underwriters, but if no
such arrangements are made by the Closing Date, the non-defaulting
Underwriters shall be obligated severally, in proportion to their
respective commitments under this Agreement and such Terms Agreement, to
purchase the Securities that such defaulting Underwriters agreed but failed
to purchase. If any Underwriter or Underwriters so default and the
aggregate principal amount of the Securities with respect to which such
default or defaults occur exceeds 10% of the total principal amount of the
Securities and arrangements satisfactory to the Representatives and the
Company for the purchase of such Securities by other persons are not made
after such default, such Terms Agreement will terminate without liability
on the part of any non-defaulting Underwriter or the Company, except as
provided in Section 8. As used in this Agreement, the term "Underwriter"
includes any person substituted for an Underwriter under this Section.
Nothing herein will relieve a defaulting Underwriter from liability for its
default. The respective commitments of the several Underwriters for the
purposes of this Section shall be determined without regard to reduction in
the respective Underwriters' obligations to purchase the principal amounts
of the Securities set forth opposite their names in a Terms Agreement as a
result of Delayed Delivery Contracts entered into by the Company relating
to such Securities.
The foregoing obligations and agreements set forth in this Section will not
apply if a Terms Agreement specified that such obligations and agreements
will not apply.
8. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements
of the Company or its officers and of the several Underwriters set forth in
or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation, or statement as to the results thereof,
made by or on behalf of any Underwriter, the Company or any of their
respect representatives, officers or directors or any controlling person
and will survive delivery of and payment for the Securities. If the
obligations of the Underwriters with respect to any offering of Securities
are terminated pursuant to Section 7 or if for any reason the purchase of
the Securities by the Underwriters under a Terms Agreement is not
consummated, the Company shall remain responsible for the expenses to be
paid or reimbursed by it pursuant to Section 4 and the respective
obligations of the Company and the Underwriters pursuant to Section 6 shall
remain in effect. If the Company shall fail to tender the Securities for
delivery to the Underwriters for any reason permitted under this Agreement
or the Underwriters shall decline to purchase the Securities for any reason
permitted under this Agreement (including the termination under this
Agreement), the Company shall reimburse the Underwriters, severally, for
all out-of-pocket expenses (including fees and disbursements of counsel)
reasonably incurred by them in connection with the offering of the
Securities. If this Agreement is terminated pursuant to Section 7 by
reason of default of one or more Underwriters, the Company shall not be
obligated to reimburse any defaulting Underwriter on account of those
expenses.
9. Notices. All communications hereunder will be in writing and, if sent to
the Underwriters, will be mailed, delivered or telegraphed and confirmed to
them at their addresses furnished to the Company in writing for the purpose
of communications hereunder or, if sent to the Company, will be mailed,
delivered or telegraphed and confirmed to it at Checkerboard Square, St.
Louis, Missouri 63164, Attention: James R. Elsesser.
10. Successors. This Agreement will inure to the benefit of and be binding
upon the Company and such Underwriters as are identified in Terms
Agreements and their respective successors and the officers and directors
and controlling persons referred to in Section 6, and no other person will
have any right or obligation hereunder.
11. Governing Law. This Agreement and each Terms Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York.
12. Counterparts. The Terms Agreement may be executed in one or more
counterparts and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original but all such
counterparts shall together constitute one and the same instrument.
13. Headings. The headings are inserted for convenience of reference only and
are not intended to be part of, or to affect the meaning or interpretation
of, this Agreement.
EXHIBIT 4(b)
[FORM OF FACE OF NOTE]
No.
Ralston Purina Company
% Note Due
Ralston Purina Company, a Missouri corporation (the "Issuer"), for value
received, hereby promises to pay to or registered assigns, the
principal sum of Dollars on , and
to pay interest, semiannually on and of each year,
commencing , , on said principal sum at the office or agency
of the Issuer in , 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
Note, from the or the , as the case may
be, next preceding the date of this Note 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 Note, or unless no interest has been paid on these Notes, in
which case from , 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 day of or
, as the case such or ;
provided, that if the Issuer shall default in the payment of interest
due on such or , to which interest has been paid or,
if no interest has been paid on these Notes, from .] The interest
so payable on any or , will, subject to certain
exceptions provided in the Indenture referred to on the reverse hereof, be paid
to the person in whose name this Note is registered at the close of business on
the or , as the case may be, next preceding such
or .
Reference is made to the further provisions of this Note set forth on the
reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Note 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 on the reverse hereof.
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:
By:
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.
The First National Bank of Chicago,
as Trustee
By:
Authorized Officer
[FORM OF REVERSE OF NOTE]
Ralston Purina Company
% Note Due
This Note is one of a duly authorized issue of debentures, notes, bonds or
other evidences of indebtedness of the Issuer (hereinafter called the
"Securities") 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 Note is one of a series designated as the % Notes
Due of the Issuer, limited in aggregate principal amount to $
.
In case an Event of Default with respect to the % Notes Due
, 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 and the Trustee,
with the consent of the Holders of not less than 50% 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, however, 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 of 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 (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 premium, if
any, or interest on any of the Securities. Any such consent or waiver by the
Holder of this Note (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of this Note and any Notes which may be issued in exchange or substitution
herefor, irrespective of whether or not any notation thereof is made upon this
Note or such other Notes.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Note in the manner, at the respective times, at the rate and in the coin
or currency herein prescribed.
The Notes are issuable in registered form without coupons in denominations
of $ and any multiple of $ at the office or agency of the
Issuer in , and in the manner and subject to the
limitations provided in the Indenture, but without the payment of any service
charge, Notes may be exchanged for a like aggregate principal amount of Notes of
other authorized denominations.
The Notes may be redeemed at the option of the Issuer as a whole, or from
time to time in part, on any date after and prior to maturity,
upon mailing a notice of such redemption not less than 30 nor more than 60 days
prior to the date fixed for redemption to the Holders of Notes at their last
registered addresses, all as further provided in the Indenture, at the following
redemption prices (expressed in percentages of the principal amount) together in
each case with accrued interest to the date fixed for redemption:
If redeemed during the twelve-month period beginning
Year Percentage Year Percentage
Upon due presentment for registration of transfer of this Note at the
office or agency of the Issuer in , a new Note or Notes 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 Note (whether or not this Note 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 premium, if any, and
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 Note, or
because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, 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 placement of all the Securities of such series or upon the deposit with the
Trustee of funds or U.S. Government Obligations (or a combination thereof)
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.
Exhibit 4(c)
[FORM OF FACE OF DEBENTURE]
No.
RALSTON PURINA COMPANY
% Debenture Due
Ralston Purina Company, a Missouri corporation (the "Issuer"), for value
received, hereby promises to pay to or registered assigns, the
principal sum of Dollars on , and to pay interest,
semiannually on and of each year, commencing
, , on said principal sum at the office or agency of the
Issuer in , 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 or the , 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 , 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 day of or
, as the case may be, and before the following or
, this Debenture shall bear interest due from such or
; provided, that if the Issuer shall default in the payment of
interest due on such or , then this Debenture shall bear
interest from the next preceding or to which interest has been
paid or, if no interest has been paid on these Debentures, from .]
The interest so payable on any or will, subject to certain
exceptions provided in the Indenture referred to on the reverse hereof, be paid
to the person in whose name this Debenture is registered at the close of
business on the or , as the case may be, next preceding such
or .
Reference is made to the further provisions of this Debenture set forth on
the reverse hereof. Such further provisions shall for all purposes have the
same effect as though fully set forth at this place.
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 on the reverse hereof.
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:
By:
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.
The First National Bank of Chicago,
as Trustee
By:
Authorized Officer
[FORM OF REVERSE OF DEBENTURE]
Ralston Purina Company
% Debenture Due
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") 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 % Debentures
Due of the Issuer, limited in aggregate principal amount to
$ .
In case an Event of Default with respect to the % Debentures Due
, 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 and the Trustee,
with the consent of the Holders of not less than 50% 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 (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, if any, 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 $ and any multiple of $ at the office or agency
of the Issuer in , 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
of other authorized denominations.
The Debentures may be redeemed at the option of the Issuer, as a whole, or
from time to time in part, on any date after and prior to
maturity, upon mailing a notice of such redemption not less than 30 nor more
than 60 days prior to the date fixed for redemption to the Holders of Debentures
at their last registered addresses, all as further provided in the Indenture, at
the following optional redemption prices (expressed in percentages of the
principal amount) together in each case with accrued interest to the date fixed
for redemption:
If redeemed during the twelve-month period beginning
Year Percentage Year Percentage
[provided, however, that no such optional redemption may be effected prior to
directly or indirectly from or in anticipation of moneys borrowed by or for the
account of the Issuer at an interest cost (calculated in accordance with
generally accepted financial practice) of less than % per annum.]
[The Debentures are also subject to redemption, through the operation of
the sinking fund as herein provided on and on each
thereafter to and including on notice as set forth above and at 100% of the
principal amount thereof (the sinking fund redemption price), together with
accrued interest to the date fixed for redemption.
As and for a sinking fund for the retirement of the Debentures and so long
as any of the Debentures remain outstanding and unpaid, the Issuer will pay to
the Trustee in cash (subject to the right to deliver certain Debentures in
credit therefor as in the Indenture provided), on or before and on or
before in each year thereafter to and including an amount
sufficient to redeem $ principal amount of the Debentures (or such
lesser amount equal to the principal amount then Outstanding) at the sinking
fund redemption price.
At its option the Issuer may pay into the sinking fund for the retirement
of Debentures, in cash except as provided in the Indenture, on or before
and on or before in each year thereafter to and including
, an amount sufficient to redeem an additional principal amount of
Debentures up to but not to exceed $ at the sinking fund redemption
price. To the extent that the right to such optional sinking fund payment is
not exercised in any year, it shall not be cumulative or carried forward to any
subsequent year.]
Upon due presentment for registration of transfer of this Debenture at the
office or agency of the Issuer in , 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 or U.S. Government Obligations (or a combination thereof)
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.
EXHIBIT 4(d)
[FORM OF FACE OF EXTENDIBLE NOTE]
No.
Ralston Purina Company
--- Year Extendible Note
Ralston Purina Company, a Missouri corporation (the "Issuer"), for value
received, hereby promises to pay to or registered assigns, the
principal sum of Dollars on , and to pay interest, (at the
rate per annum from time to time in effect as described below) semiannually on
and of each year, commencing , , on
said principal sum at the office or agency of the Issuer in ,
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, from
the or the , as the case may be, next preceding the date of
this Note 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 Note, or
unless no interest has been paid on these Notes, in which case from ,
, until payment of said principal sum has been made or duly provided;
provided, however, 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 day of or , as
the case may be, and before the following or , this Note
shall bear interest from such or ;
provided, however, that if the Company shall default in the payment of interest
due on such or , to which interest has been paid, or, if no
interest has been paid on these Notes, from .] The interest so payable
on any or , will, subject to certain exceptions provided
in the Indenture referred to on the reverse hereof, be paid to the person in
whose name this Note is registered at the close of business on such or
, as the case may be, next preceding such or .
Interest on these Notes is payable at the rate of % per annum from
through , and for each -month period beginning
, and , at a rate per annum established by the
Issuer on the preceding each such , or at a rate per annum
determined by a method established by the Issuer on the preceding each
such . This Issuer shall establish the interest rate or method to be
used to determine such interest rate by delivery to the Trustee of an Officers'
Certificate on such . On or before the prior to the
commencement of the -month period to which it applies, the Trustee shall
cause notice of such interest rate or the method to be used in ascertaining the
interest rate on the following and the interest rate that would have
been applicable to such -month period had such determination been made as of
such , all as specified in the aforesaid Officers' Certificate, to be
mailed to each Holder of these Notes. The Issuer shall cause notice of the
interest rate established as of the preceding the commencement of the
-month period to be enclosed with the interest payment checks mailed to the
Holders of the Notes for the period ending on the following such
.
The Notes of this series are subject to repayment on ,
, and at the option of the Holders thereof exercisable on or before
the , but not prior to the preceding such , at a
repayment price equal to the principal amount thereof to be repaid, together
with interest payable thereon to the repayment date, as described on the reverse
side hereof.
Reference is made to the further provisions of this Note set forth on the
reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Note 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 on the reverse hereof.
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:
By:
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
The First National Bank of Chicago,
as Trustee
By:
Authorized Officer
[FORM OF REVERSE OF YEAR EXTENDIBLE NOTE]
Ralston Purina Company
---Year Extendible Note
This Note is one of a duly authorized issue of debentures, notes, bonds or
other evidences of indebtedness of the Issuer (the "Securities") of the series
hereinafter specified, all issued or to be issued under 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 or 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 Note is one of a series designated as the -Year
Extendible Notes of the Issuer, limited in aggregate principal amount to
$ .
[The -Year Extendible Notes may be redeemed at the option of the
Issuer as a whole or in part, or from time to time in part, on any date (i) on
or after , , and prior to , (ii) on or after
, , and prior to , , (iii) on or after
, , and prior to , and (iv) on or after
, and prior to maturity upon mailing a notice of such redemption not
less than 30 nor more than 60 days prior to the date fixed for redemption to the
Holders of Notes at their last registered addresses, all as further provided in
the Indenture at 100% of the principal amount thereof, together with accrued
interest to the date fixed for redemption. If this Note is redeemed in part,
the principal amount that remains Outstanding shall not be less than $
.]
In case an Event of Default with respect to the -Year Extendible
Notes, 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 and the Trustee,
with the consent of the Holders of not less than 50% 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 of 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 (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 $ and any multiple of $ at the office or agency
of the Issuer in , 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
of other authorized denominations.
The Debentures may be redeemed at the option of the Issuer, as a whole, or
from time to time in part, on any date after and prior to
maturity, upon mailing a notice of such redemption not less than 30 nor more
than 60 days prior to the date fixed for redemption to the Holders of Debentures
at their last registered addresses, all as further provided in the Indenture, at
the following optional redemption prices (expressed in percentages of the
principal amount) together in each case with accrued interest to the date fixed
for redemption:
If redeemed during the twelve-month period beginning
Year Percentage Year Percentage
[provided, however, that no such optional redemption may be effected prior to
directly or indirectly from or in anticipation of moneys borrowed by or for the
account of the Issuer at an interest cost (calculated in accordance with
generally accepted financial practice) of less than % per annum.]
[The Debentures are also subject to redemption, through the operation of
the sinking fund as herein provided on and on each
thereafter to and including on notice as set forth above and at 100% of the
principal amount thereof (the sinking fund redemption price), together with
accrued interest to the date fixed for redemption.
As and for a sinking fund for the retirement of the Debentures and so long
as any of the Debentures remain outstanding and unpaid, the Issuer will pay to
the Trustee in cash (subject to the right to deliver certain Debentures in
credit therefor as in the Indenture provided), on or before and on or
before in each year thereafter to and including an amount
sufficient to redeem $ principal amount of the Debentures (or such
lesser amount equal to the principal amount then Outstanding) at the sinking
fund redemption price.
At its option the Issuer may pay into the sinking fund for the retirement
of Debentures, in cash except as provided in the Indenture, on or before
and on or before in each year thereafter to and including
, an amount sufficient to redeem an additional principal amount of
Debentures up to but not to exceed $ at the sinking fund redemption
price. To the extent that the right to such optional sinking fund payment is
not exercised in any year, it shall not be cumulative or carried forward to any
subsequent year.]
Upon due presentment for registration of transfer of this Debenture at the
office or agency of the Issuer in , 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 or U.S. Government Obligations (or a combination thereof)
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.
[FORM OF OPTION TO ELECT REPAYMENT]
Option to Elect Repayment
The undersigned hereby irrevocably requests and instructs the Issuer to
repay the within Note (or portion thereof specified below) pursuant to its terms
at a price equal to the principal amount thereof, together with interest to the
repayment date, to the undersigned, at
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
(Please Print or Typewrite Name and Address of the Undersigned)
For this Note to be repaid the Issuer must receive at its office or agency
in the , or at such additional place or places of which
the Issuer shall from time to time notify the holder of the within Note, on or
before the or, if such is not a Business Day, the next
succeeding Business Day, but not earlier than the prior to
, , and , (i) this Note with this "Option to Elect
Repayment" form duly completed or (ii) a telegram, telex, facsimile transmission
or letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a trust company
in the United States of America setting forth the name of the holder of the
Note, the principal amount of the Note, the amount of the Note to be repaid, a
statement that the option to elect repayment is being made thereby and a
guarantee that the Note to be repaid with the form entitled "Option to Elect
Repayment" on the reverse of the Note duly completed will be received by the
Issuer not later than five Business Days after the date of such telegram, telex,
facsimile transmission or letter, and such Note and form duly completed are
received by the Issuer by such fifth Business Day.
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof (which shall be $ or an integral
multiple of $ in excess of $ ) which the Holder elects to have
repaid: $ ; and specify the denomination or denominations (which shall
be $ or multiple of $ in excess of $ ) of the -
Year Extendible Note or Notes to be issued to the Holder for the portion of the
within Note not being repaid (in the absence of such specification, one such
Note will be issued for the portion not being repaid; $ .
Dated:
Note: The signature to this Option to Elect Repayment
must correspond with the name as written upon the face
of the Note in every particular without alteration or
enlargement or any other change whatsoever.
EXHIBITS 5 and 23
The Board of Directors
Ralston Purina Company
Checkerboard Square
St. Louis, Missouri 63164
Gentlemen:
I am Vice President, General Counsel and Secretary of Ralston Purina
Company. I have acted as counsel to the Company in connection with the
Registration Statement on Form S-3 to be filed by the Company with the
Securities and Exchange Commission on March 29, 1996, for the purpose of
registering under the Securities Act of 1933, $400,000,000 aggregate principal
amount of the Company's debt securities that may be sold from time to time
pursuant to Rule 415 of the Securities and Exchange Commission. In that
capacity, I have examined such matters of fact and law as I have deemed
necessary or appropriate for the purpose of this opinion.
Based on the foregoing examination, I am of the opinion that the Indenture
incorporated by reference in the Registration Statement has been duly executed
by the parties thereto, and that when debt securities in any of the forms filed
as exhibits to the Registration Statement shall have been duly authorized and
executed by the Company pursuant to the terms of the Indenture, and such debt
securities have been duly authenticated in accordance with the Indenture and
duly delivered to and paid for by the purchasers thereof, the debt securities
will constitute valid and binding obligations of the Company.
The undersigned hereby consents to the filing of this Opinion as Exhibit
(5)(24b) to said Registration Statement, and to its use and to the reference to
the undersigned under the heading "Legal Opinion" in the said Registration
Statement.
Very truly yours,
James M. Neville
Vice President, General Counsel
and Secretary
EXHIBIT 12
RALSTON PURINA COMPANY AND SUBSIDIARIES
STATEMENT AND COMPUTATION SHOWING THE RATIO
OF EARNINGS TO FIXED CHARGES
(dollars in millions)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Quarter
Ended ------------------------------
Dec. 31 Year Ended September 30
1995 1995(a) 1994(b 1993 1992(c) 1991(d)
---- ------- ------- ---- ------- -------
Extraordinary Item and
Cumulative Effect of
Accounting Changes $128.5 $300.1 $218.4 $341.3 $320.7 $391.9
Income Taxes 77.6 215.0 203.3 239.1 221.4 255.9
-------- ------ ------ ------ ------ ------
206.1 515.1 421.7 580.4 542.1 647.8
Equity Company Adjustments
Equity earnings, net
of taxes (1.9) (0.9)
Dividends received, net
of taxes 2.0
------- ------ ----- ----- ----- -----
206.2 514.2 421.7 580.4 542.1 647.8
------- ------ ----- ----- ----- -----
Fixed Charges
Preferred stock
dividend, pre-tax 5.9 30.9 33.8 34.4 34.4 34.2
Interest incurred 50.6 202.2 223.0 241.3 246.9 217.8
Rentals 3.9 22.6 24.1 23.3 23.4 22.3
------ ----- ----- ----- ----- -----
Total fixed charges 60.4 255.7 280.9 299.0 304.7 247.3
------ ----- ----- ----- ----- -----
Less capitalized
interest and preferred
stock dividend (6.8) (33.3) (36.4) (37.6) (38.4) (43.3)
------- ------ ------ ------ ------ ------
Earnings Before Income
Taxes, Equity Earnings,
Extraordinary Item,
Cumulative Effect of
Accounting Changes and
Fixed Charges $259.8 $736.6 $666.2 $841.8 $808.4 $878.8
====== ====== ====== ====== ====== ======
Ratio of Earnings to
Fixed Charges (e) 4.3 2.9 2.4 2.8 2.7 3.2
====== ====== ====== ====== ====== ======
- -------------------
</TABLE>
(a) Excluding provisions for restructuring of the Company's battery operations
and the gain on the sale of CBC in the year ended September 30, 1995,
earnings before income taxes, equity earnings, extraordinary item and fixed
charges were $777.1 and the ratio of earnings to fixed charges was 3.0.
(b) Excluding provisions for restructuring of the Company's battery and bakery
operations in the year ended September 30, 1994, earnings before income
taxes, extraordinary item and fixed charges were $766.1 and the ratio of
earnings to fixed charges was 2.7.
(c) Excluding provisions for restructuring of the Company's battery,
agricultural and bakery operations and gains on the sale of international
battery products property in the year ended September 30, 1992, earnings
before income taxes, extraordinary item and fixed charges were $845.9 and
the ratio of earnings to fixed charges was 2.8.
(d) Excluding provisions for restructuring of the Company's battery, bakery and
grocery products operations, and certain environmental costs, in the year
ended September 30, 1991, earnings before income taxes and fixed charges
were $924.7 million and the ratio of earnings to fixed charges was 3.4.
(e) For the purpose of this ratio, "Earnings" consists of earnings before
income taxes, equity earnings, extraordinary items (1992, 1993, 1994,
1995), cumulative effect of accounting changes (1993) and "fixed charges".
"Fixed charges" consist of preferred stock dividends, interest and
amortization of debt discount and expense on all indebtedness, and a
portion of net rental expense representative of the interest factor.
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated November 2, 1995 which appears on page 25 of the Ralston Purina Company
Annual Report to Shareholders 1995, 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 "Experts" in
such Prospectus.
PRICE WATERHOUSE LLP
Price Waterhouse LLP
One Boatmen's Plaza
St. Louis, Missouri
March 29, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
THE FIRST NATIONAL BANK OF CHICAGO
(Exact name of trustee as specified in its charter)
A National Banking Association 36-0899825
(I.R.S. employer
identification number)
One First National Plaza, Chicago, Illinois 60670-
0126
(Address of principal executive offices) (Zip Code)
The First National Bank of Chicago
One First National Plaza, Suite 0286
Chicago, Illinois 60670-0286
Attn: Lynn A. Goldstein, Law Department (312) 732-6919
(Name, address and telephone number of agent for service)
RALSTON PURINA COMPANY
(Exact name of obligor as specified in its charter)
Missouri 43-0470580
(State or other jurisdiction of (I.R.S.
employer
incorporation or organization) identification
number)
Checkerboard Square
St. Louis, Missouri 63164
(Address of principal executive offices) (Zip Code)
Debt Securities
(Title of Indenture Securities)
Item 1. General Information. Furnish the following
information as to the trustee:
(a) Name and address of each examining or
supervising authority to which it is subject.
Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.
(b) Whether it is authorized to exercise
corporate trust powers.
The trustee is authorized to exercise corporate
trust powers.
Item 2. Affiliations With the Obligor. If the obligor
is an affiliate of the trustee, describe each
such affiliation.
No such affiliation exists with the trustee.
Item 16. List of exhibits. List below all exhibits filed as a
part of this Statement of Eligibility.
1. A copy of the articles of association of the
trustee now in effect.*
2. A copy of the certificates of authority of the
trustee to commence business.*
3. A copy of the authorization of the trustee to
exercise corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by
Section 321(b) of the Act.
7.A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939,
as amended, the trustee, The First National Bank of Chicago, a
national banking association organized and existing under the
laws of the United States of America, has duly caused this
Statement of Eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of
Chicago and State of Illinois, on the 26th day of March, 1996.
The First National Bank of Chicago,
Trustee
By /s/ R. D. Manella
R. D. Manella
Vice President
* Exhibit 1,2,3 and 4 are herein incorporated by reference to Exhibits
bearing identical numbers in Item 12 of the Form T-1 of The First National
Bank of Chicago, filed as Exhibit 26 to the Registration Statement on Form
S-3 of The CIT Group Holdings, Inc., filed with the Securities and Exchange
Commission on February 16, 1993 (Registration No. 33-58418).
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
March 26, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of an indenture between Ralston Purina
Company and The First National Bank of Chicago, the undersigned, in
accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, hereby consents that the reports of examinations of the
undersigned, made by Federal or State authorities authorized to make such
examinations, may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.
Very truly yours,
The First National Bank of Chicago
By: /s/ R. D. Manella
R. D. Manella
Vice President
EXHIBIT 7
Legal Title of Bank: The First National Bank of Chicago Call Date:
12/31/95 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460
Page RC-1
City, State Zip: Chicago, IL 60670-
0460
FDIC Certificate No.: 0/3/6/1/8
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 1995
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount
outstanding of the last business day of the quarter.
Schedule RC--Balance Sheet
Dollar Amounts in
C400 <- Thousands
RCFD BIL MIL THOU
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin
(1) 0081
4,003,995 1.a.
b. Interest-bearing balances(2) 0071
9,240,284 1.b.
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A)
1754
0 2.a.
b. Available-for-sale securities (from Schedule RC-B, column
D)............ 1773 827,134 2.b.
3. Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal Funds sold 0276
3,287,844 3.a.
b. Securities purchased under agreements to resell 0277
612,400 3.b.
4.Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C) RCFD 2122 16,463,126
b. LESS: Allowance for loan and lease losses RCFD 3123
353,777 4.b. c. LESS: Allocated transfer
risk reserve RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c) 2125 16,109,3
4.d.
5.Assets held in trading accounts 3545
12,379,396 5.
6.Premises and fixed assets (including capitalized leases) 2145
591,753 6.
7. Other real estate owned (from Schedule RC-M) 2150
8,796 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) 2130
40,560 8.
9. Customers' liability to this bank on acceptances outstanding
524,918 9.
10. Intangible assets (from Schedule RC-M) 2143 101,0
10.
11. Other assets (from Schedule RC-F) 2160 1,633,0
11.
12. Total assets (sum of items 1 through 11) 2170
49,360,496 12.
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
Legal Title of Bank: The First National Bank of Chicago Call Date:
12/31/95 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460
Page RC-2
City, State Zip: Chicago, IL 60670-
0460
FDIC Certificate No.: 0/3/6/1/8
Schedule RC-Continued
Dollar Amounts in
Thousands Bil
Mil Thou
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1) RCON 2200 15,174,243
(1) Noninterest-bearing(1) RCON 6631 6,217,164
13.a.(1)
(2) Interest-bearing RCON 6636 8,957,079
13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II) RCFN 2200 14,435,50
(1) Noninterest bearing RCFN 6631 625,206
13.b.(1)
(2) Interest-bearing RCFN 6636 13,810,297
13.b.(2)
14. Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of
its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds purchased RCFD 0278
2,449,282 14.a.
b. Securities sold under agreements to repurchase RCFD
0279 880,215 14.b.
15. a. Demand notes issued to the U.S. Treasury RCON
2840 93,942 15.a.
b. Trading
Liabilities................................................................
........ RCFD 3548 7,523,265 15.b.
16. Other borrowed money:
a. With original maturity of one year or less RCFD
2332 1,897,370 16.a.
b. With original maturity of more than one year RCFD
2333 383,807 16.b. 17. Mortgage indebtedness and obligations
under capitalized
leases RCFD 2910
280,52217.
18. Bank's liability on acceptance executed and outstanding
524,918 18.
19. Subordinated notes and debentures RCFD 3200 1,225,00
20. Other liabilities (from Schedule RC-G) RCFD 2930 1,444,36
21. Total liabilities (sum of items 13 through 20) RCFD 2948
46,312,431
21.
22. Limited-Life preferred stock and related surplus RCFD 3282
22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus RCFD
3838 0 23.
24. Common stock RCFD 3230
200,85824.
25. Surplus (exclude all surplus related to preferred stock)
2,320,126 25.
26. a. Undivided profits and capital reserves RCFD
3632 519,849 26.a. b. Net unrealized holding gains (losses)
on available-for-sale
securities RCFD 8434
7,31526.b.
27. Cumulative foreign currency translation adjustments RCFD
(83) 27.
28. Total equity capital (sum of items 23 through 27) RCFD
3210 3,048,065 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28) RCFD 3300 49,360,4
Memorandum
To be reported only with the March Report of Condition.
1.Indicate in the box at the right the number of the statement below that
best describes the most
comprehensive level of auditing work performed for the bank by independent
external Number
auditors as of any date during 1993 . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . .. . . . .............. . . . . . .... M.1.
RCFD 6724 N/A
1
1 = Independent audit of the bank conducted in accordance
4. = Directors'examination of the bank performed by other
with generally accepted auditing standards by a certified external a
(may be required by state chartering
public accounting firm which submits a report on the bank
authority)
2 = Independent audit of the bank's parent holding company
5 = Review of financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which
6 = Compilation bank's financial statements by external
submits a report on the consolidated holding company
auditors
(but not on the bank separately) 7 = Other audit
procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No
external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
