SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
RALSTON PURINA COMPANY
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(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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RALSTON PURINA COMPANY
CHECKERBOARD SQUARE
ST. LOUIS, MISSOURI 63164
DEAR SHAREHOLDER:
You are cordially invited to attend the Annual Meeting of Shareholders of
Ralston Purina Company to be held at 2:30 p.m. on Thursday, January 23, 1997, at
the Grand Ballroom, Hyatt Regency St. Louis Hotel, St. Louis Union Station, 1820
Market Street, St. Louis, Missouri.
We hope you will attend in person. If you plan to do so, and are a
registered shareholder, please complete and return the enclosed request for an
advance registration form. An admission card will be sent to you which will
expedite your admission.
Whether you plan to attend the meeting or not, we urge you to sign, date
and return the enclosed proxy as soon as possible in the postage-paid envelope
3
provided. This will ensure representation of your shares in the event that you
are unable to attend the meeting.
The Directors and Officers of the Company look forward to meeting with you.
WILLIAM P. STIRITZ
Chairman of the Board and
Chief Executive Officer
December 6, 1996
<TABLE>
<CAPTION>
<S><C><C>
TABLE OF CONTENTS
PAGE
Notice of Annual Meeting of Shareholders 3
Proxy Statement 4
Voting 4
Item 1. Election of Directors 5
Information about Nominees and Directors 5
Stock Ownership 7
4
Directors' Meetings, Committees and Fees 12
Item 2. Ratification of the Appointment of Independent Accountants 15
Other Business 15
Executive Compensation 15
Compensation Committee Interlocks and Insider Participation 22
Human Resources Committee Report on Executive Compensation 22
Performance Graphs 27
Section 16(a) Beneficial Ownership Reporting Compliance 29
Solicitation Statement 29
Shareholder Proposals for 1998 Annual Meeting 29
</TABLE>
RALSTON PURINA COMPANY
CHECKERBOARD SQUARE
ST. LOUIS, MISSOURI 63164
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders:
5
The Annual Meeting of Shareholders of Ralston Purina Company will be held
at 2:30 p.m. on Thursday, January 23, 1997, at the Grand Ballroom, Hyatt Regency
St. Louis Hotel, St. Louis Union Station, 1820 Market Street, St. Louis,
Missouri.
The meeting will be held for the following purposes:
1. To elect three Directors to serve three-year terms ending in January,
2000, or until their successors are elected and qualified;
2. To ratify the Board of Directors' appointment of Price Waterhouse as
independent accountants for the Company for the fiscal year ending
September 30, 1997;
and to act upon such other matters as may properly come before the meeting.
Only shareholders of record at the close of business on November 18, 1996,
are entitled to vote at the meeting and any adjournments thereof.
By order of the Board of Directors,
NANCY E. HAMILTON
Secretary
December 6, 1996
PROXY STATEMENT
VOTING
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This Proxy Statement is furnished to the shareholders of Ralston Purina
Company in connection with the solicitation of proxies by the Board of Directors
of the Company for use at the Annual Meeting of Shareholders to be held on
January 23, 1997. This Proxy Statement is being mailed to shareholders on or
about December 6, 1996.
The voting securities of the Company presently consist of its $.10 par
value Common Stock and its $1.00 par value Series A ESOP Convertible Preferred
Stock ("ESOP Preferred Stock"), (collectively, the "Stock"). As of November 1,
1996, the Company had issued and outstanding 105,975,413 shares of Common Stock
and 2,891,509 shares of ESOP Preferred Stock. The 8,712,812 shares of Common
Stock and 418,978 shares of ESOP Preferred Stock held in the Company's treasury
will not be voted.
The persons named as Proxies on the proxy card accompanying this Proxy
Statement were designated by the Company's Board of Directors. The shares
represented by each such proxy will be voted in accordance with the terms of the
proxy. Proxies also authorize such persons to vote the shares represented
thereby on any matters not known at the time this Proxy Statement was printed
that may properly be presented for action at the meeting. Any shareholder
giving a proxy has the right to revoke it by notifying the Secretary of the
Company in writing at any time before its exercise. Execution of the proxy will
not affect a shareholder's right to attend the meeting and vote in person.
Each share of Common Stock and ESOP Preferred Stock outstanding on the
record date will be entitled to one vote. Shareholders do not have the right
under the terms of the Company's Restated Articles of Incorporation to vote
cumulatively in electing directors.
A majority of the outstanding shares of Common Stock and ESOP Preferred
Stock entitled to vote at this meeting, represented in person or by proxy, will
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constitute a quorum. With regard to any proposal submitted to a vote, approval
requires the affirmative vote of a majority of the shares which are entitled to
vote on the subject matter and which are represented in person or by proxy at
the meeting at which a quorum is present. Under the Company's Restated Articles
of Incorporation, certain amendments to those Articles, and certain
transactions described therein, may require higher thresholds for approval.
Abstentions and broker non-votes as well as the withholding of authority are
counted for purposes of determining the presence or absence of a quorum for the
transaction of business. Abstentions are counted in tabulations of the votes
cast on proposals presented to stockholders, whereas broker non-votes and
directions to withhold authority are not counted for purposes of determining
whether a proposal has been approved.
Only shareholders of record at the close of business on November 18, 1996,
are eligible to vote at the meeting. If a shareholder participates in the
Company's Dividend Reinvestment Plan, any proxy given by such shareholder will
also include all shares held for the shareholder's account under that plan,
unless contrary instructions are given.
ITEM 1. ELECTION OF DIRECTORS
Pursuant to the Company's Restated Articles of Incorporation, Bylaws and
the Board resolution adopted pursuant thereto, the Board consists of ten members
organized into three classes, with two classes consisting of three members and
one class consisting of four members, with each Director elected to serve for a
three-year term.
At this meeting, three Directors are to be elected to serve three-year
terms ending in January, 2000, or until their successors are elected and
qualified. In accordance with the recommendation of its Nominating Committee,
the Board has nominated Messrs. John H. Biggs, David C. Farrell and William P.
Stiritz for election as Directors at this meeting. Each nominee is currently
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serving as a Director and has consented to serve for a new term. If any nominee
should be unable to serve as a Director, an event not anticipated, proxies not
limited to the contrary may be voted in favor of the election of such other
person as the Board may nominate.
INFORMATION ABOUT NOMINEES AND DIRECTORS
Information about nominees for Directors, and for Directors continuing in
office, follows. Directors' ages are as of December 31, 1996.
- --------------------------------------------------------------------------------
[PHOTO] John H. Biggs, Director Since 1989, Age 60
(Standing for election at this meeting for a term expiring in 2000)
Chairman of the Board and Chief Executive Officer, Teachers Insurance
and Annuity Association-College Retirement Equities Fund (pension fund
management). Former Chairman of the Board and Chief Executive Officer
of Centerre Trust Co. of St. Louis. Also a director of McDonnell
Douglas Corporation.
- --------------------------------------------------------------------------------
[PHOTO] David C. Farrell, Director Since 1987, Age 63
(Standing for election at this meeting for a term expiring in 2000)
Chairman of the Board and Chief Executive Officer, The May Department
Stores Company (department store retailing). Also a director of
Emerson Electric Company.
- --------------------------------------------------------------------------------
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[PHOTO] William P. Stiritz, Director Since 1981, Age 62
(Standing for election at this meeting for a term expiring in 2000)
Chairman of the Board, Chief Executive Officer and President, Ralston
Purina Company. Also a director of Angelica Corporation, Ball
Corporation, Boatmen's Bancshares, Inc., Interstate Bakeries
Corporation, The May Department Stores Company, Ralcorp Holdings, Inc.
and Reinsurance Group of America, Incorporated.
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[PHOTO] David R. Banks, Director Since 1985, Age 59
(Continuing in Office-Term Expiring in 1998)
Chairman of the Board and Chief Executive Officer, and former
President, Beverly Enterprises, Inc. (health care services). Also a
director of Nationwide Health Properties, Inc. and Wellpoint Health
Networks, Inc.
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[PHOTO] Donald Danforth, Jr.<F*>, Director Since 1961, Age 64
(Continuing in Office-Term Expiring in 1999)
Chairman of the Board, Vector Corporation (equipment manufacturing).
Also President, Danforth Agri-Resources, Inc. (diversified investments
and management) and Chairman of the Board, Treasurer and former
President, Kennelwood Village, Inc. (pet care center). Also a
director of Boatmen's Trust Company.
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[PHOTO] William H. Danforth<F*>, Director Since 1969, Age 70
(Continuing in Office-Term Expiring in 1999)
Chairman of the Board and former Chancellor, Washington University.
Also a director of McDonnell Douglas Corporation and Ralcorp Holdings,
Inc.
*Donald Danforth, Jr. and William H. Danforth are brothers.
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[PHOTO] M. Darrell Ingram, Director Since 1986, Age 64
(Continuing in Office-Term Expiring in 1998)
Chairman of the Board, Red Fox Environmental Services, Inc. (pollution
control services). Retired President and Chief Executive Officer,
Petrolite Corporation (specialty chemicals).
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[PHOTO] Richard A. Liddy, Director Since 1995, Age 61
(Continuing in Office-Term Expiring in 1999)
Chairman of the Board, President and Chief Executive Officer and
former Chief Operating Officer, General American Life Insurance
Company (insurance). Chairman of the Board of the Reinsurance Group of
America, Incorporated (insurance), and of the registered investment
companies of the General American Capital Company and The Walnut
Street Funds, Inc. (investments). Also a director of Brown Group,
Inc. and Union Electric Company.
- --------------------------------------------------------------------------------
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[PHOTO] John F. McDonnell, Director Since 1988, Age 58
(Continuing in Office-Term Expiring in 1998)
Chairman of the Board and former Chief Executive Officer, McDonnell
Douglas Corporation (aerospace technology and complementary
businesses).
- --------------------------------------------------------------------------------
[PHOTO] Katherine D. Ortega, Director Since 1992, Age 62
(Continuing in Office-Term Expiring in 1999)
Former Alternate Representative of the United States to the 45th
General Assembly of the United Nations. Former Treasurer of the
United States. Also a director of Diamond Shamrock, Inc., The Kroger
Company, Long Island Lighting Company, Rayonier, Inc. and The Paul
Revere Corporation.
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STOCK OWNERSHIP
Table I below sets forth information regarding the sole person known by the
Company to beneficially own, as defined by the Securities and Exchange
Commission ("SEC") Rule 13d-3, 5% or more of the Company's Common Stock as of
November 1, 1996.
<TABLE>
<CAPTION>
<S><C><C>
12
TABLE I
13
Name and Address Amount and Nature of % Of Shares Explanatory
Of Beneficial Owner Title of Class Beneficial Ownership Outstanding(A) Notes
14
15
Boatmen's Bancshares, Inc. Common Stock 13,139,049 11.67% (B)
One Boatmen's Plaza
St. Louis, MO 63101
16
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</TABLE>
(A) Shares outstanding were deemed to be shares actually outstanding on
November 1, 1996 and shares into which ESOP Preferred Stock held by it on
that date could be converted. See footnote B below.
(B) Based on written representations made by the shareholder, this amount
includes shares of Common Stock owned by the following subsidiaries of
Boatmen's Bancshares, Inc.: Boatmen's Trust Company--6,495,518 shares and
other Boatmen's Bancshares subsidiaries--21,975 shares. Of these shares,
Boatmen's has voting and investment powers as follows: sole voting--
1,635,267 shares; shared voting--4,876,274 shares; sole investment--652,068
shares; and shared investment--5,662,496 shares. Of such shares, voting or
investment power for 857,022 and 857,033 shares are shared with Donald
Danforth, Jr. and William H. Danforth, respectively, both of whom are
Directors of the Company (see Table II). Also includes 6,621,556 shares of
Common Stock into which the Company's ESOP Preferred Stock is convertible
at a conversion rate of 2.29 shares of Common Stock for each share of ESOP
Preferred Stock. Boatmen's disclaims beneficial ownership of these shares.
- --------------------------------------------------------------------------------
All 2,891,509 shares of the Company's outstanding ESOP Preferred Stock are
held by Boatmen's Trust Company, a subsidiary of Boatmen's Bancshares, Inc., as
trustee under the Company's Savings Investment Plan. Voting and investment of
such shares are pursuant to the terms of the Plan. The Company's Employee
Benefit Asset Investment Committee, currently consisting of J. R. Elsesser,
Chairman, L. L. Fraley, C. S. Sommer and A. M. Wray, each of whom is an employee
of the Company, has authority, subject to fiduciary obligations, to direct the
trustee to convert the ESOP Preferred Stock into shares of Common Stock. The
Investment Committee also has authority under the Plan to delete or establish
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other investment funds. The Company's Benefits Policy Board, currently
consisting of W. P. McGinnis, Chairman, C. S. Sommer, J. W. Brown, J. R.
Elsesser, J. P. Mulcahy and W. P. Stiritz, each of whom is an employee of the
Company, has authority to amend the Plan, which amendment may also include the
deletion of such funds. Upon conversion of the shares of ESOP Preferred Stock
into shares of Common Stock, the shares of Common Stock received in such
conversion would be invested in the Common Stock Fund or distributed to
participants, as required by the terms of the Plan, and the members of the
Investment Committee would have no further dispositive control over such shares.
Upon receipt of directions to delete such Funds, the appropriate trustee of the
Plan would be required to sell or cause to be converted or redeemed the shares
of Stock held in the relevant Funds and transfer the proceeds to accounts in
other investment funds established on behalf of participants in the Plan.
Neither the Investment Committee nor the Benefits Policy Board has the right to
vote any shares of Stock held in the Plan. Because of their indirect
dispositive power which could be deemed to be beneficial ownership, the
Investment Committee and the Benefits Policy Board each files a Schedule 13G on
an annual basis disclosing the above authority with respect to shares of Stock
held in the Plan, but both disclaim any beneficial ownership.
Under the Ralston Purina Company Savings Investment Plan, the following
Named Executive Officers have credited to their accounts the following number
of shares of ESOP Preferred Stock as to which these individuals have only voting
power: Mr. Stiritz--1,373 shares; Mr. Brown--1,414 shares; Mr. Elsesser--1,408
shares; Mr. McGinnis--1,424 shares; Mr. Mulcahy--733 shares; and all other
Executive Officers as a group--6,973 shares. In each case, such ownership
represents less than 1% of the total shares of ESOP Preferred Stock outstanding.
Table II sets forth information regarding beneficial ownership (as defined
by SEC Rule 13d-3) of Stock by Directors, Nominees for Directors, Executive
Officers named in the Summary Compensation Table on page 12, (the "Named
Executive Officers") and all Directors and Executive Officers as a group as of
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November 1, 1996. All such persons possess sole voting and investment power
with respect to the Common Stock, except that they have sole voting power with
respect to the Common Stock as well as the ESOP Preferred Stock held in the
Savings Investment Plan. An asterisk in the column listing the percentage of
shares beneficially owned indicates the person owns less than 1% of the Stock as
of November 1, 1996.
<TABLE>
<CAPTION>
<S><C><C>
TABLE II
19
Number of Number of
Directors, Shares Shares
Nominees for Directors Beneficially % of Shares Beneficially % of Shares Explanatory
and Executive Officers Owned Outstanding(A) Owned Outstanding(A) Notes
20
21
Common % ESOP %
David R. Banks 203 * 0
John H. Biggs 2,035 * 0 (B)
Donald Danforth, Jr. 1,237,138 1.17% 0 (B)(D)
William H. Danforth 956,560 * 0 (B)(C)(E)
David C. Farrell 25,443 * 0 (C)
M. Darrell Ingram 3,676 * 0 (F)
Richard A. Liddy 1,000 * 0
John F. McDonnell 5,129 * 0 (C)(G)
Katherine D. Ortega 1,198 * 0
William P. Stiritz 1,004,928 * 1,373 * (C)(H)(N)
Jay W. Brown 174,395 * 1,414 * (I)(N)
James R. Elsesser 231,186 * 1,408 * (J)(N)
W. Patrick McGinnis 232,476 * 1,424 * (K)(N)
J. Patrick Mulcahy 213,382 * 733 * (L)(N)
All Directors and 4,260,935 3.99% 13,325 * (M)(N)
Executive Officers as a
Group (20 persons)
22
</TABLE>
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(A) For purposes of calculating the percentage of outstanding Common Stock and
ESOP Preferred Stock, respectively, owned by each individual or the group,
shares outstanding were deemed to be (i) shares actually outstanding on
November 1, 1996, and (ii) with respect to Common Stock owned by Executive
Officers, shares attributable to stock options which could be exercised
within 60 days from November 1, 1996.
<FB> Excludes 4,016,153 shares of Common Stock, or 3.79% of the outstanding
Common Stock, held by The Danforth Foundation, St. Louis, Missouri. John H.
Biggs, Donald Danforth, Jr. and William H. Danforth are three of the ten
trustees of the Foundation. Messrs. Biggs, D. Danforth, Jr. and W. Danforth
disclaim beneficial ownership of such shares.
<FC> Excludes 2,384,601 shares of Common Stock, or 2.25% of the outstanding
Common Stock, held by Washington University, St. Louis, Missouri. William
H. Danforth is Chairman of the Board of Trustees of the University and
Directors Farrell, McDonnell and Stiritz are on the University's Board of
Trustees, which consists of 49 members. Messrs. W.
Danforth, Farrell, McDonnell and Stiritz disclaim beneficial ownership of
such shares.
<FD> Donald Danforth, Jr. has sole voting and investment powers respecting
276,727 shares of Common Stock. He shares voting and investment powers
respecting 842,565 shares of Common Stock, and disclaims beneficial
ownership of 54,851 of such shares of Common Stock. Included are 117,846
shares of Common Stock owned or held as custodian by his wife.
<FE> William H. Danforth has sole voting and investment powers respecting 78,706
shares of Common Stock. He shares voting and investment powers respecting
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877,854 shares of Common Stock, and disclaims beneficial ownership of
99,527 of such shares of Common Stock.
<FF> Includes 264 shares of Common Stock held by his wife.
<FG> Includes 3,094 shares of Common Stock held in trusts of which Mr. McDonnell
serves as co-trustee.
<FH> Includes 10,159 shares of Common Stock owned by Mr. Stiritz's wife, 8,863
shares of Common Stock owned jointly with his child and 83,014 shares of
Common Stock which are not presently owned but could be acquired within 60
days by the exercise of stock options. Also includes 11,300 shares of
Common Stock which is an approximation of the number of shares which Mr.
Stiritz beneficially owns under the Company's Savings Investment Plan. Mr.
Stiritz disclaims beneficial ownership of shares of Common Stock owned by
his wife.
<FI> Includes 21,296 shares of Common Stock owned by Mr. Brown's wife and
106,913 shares of Common Stock which are not presently owned but could be
acquired within 60 days by the exercise of stock options. Also includes
811 shares of Common Stock which is an approximation of the number of
shares which Mr. Brown beneficially owns under the Company's Savings
Investment Plan.
<FJ> Includes 143,091 shares of Common Stock which are not presently owned but
could be acquired within 60 days by the exercise of stock options. Also
includes 507 shares of Common Stock which is an approximation of the shares
which Mr. Elsesser beneficially owns under the Company's Savings Investment
Plan. Excludes 1,731,005 shares of Common Stock held to fund retirement
benefits by the Ralston Purina Retirement Plan Trust of which Mr. Elsesser
is one of four trustees who collectively exercise investment and voting
power. Mr. Elsesser disclaims beneficial ownership of shares held in the
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Retirement Plan Trust.
<FK> Includes 1,869 shares of Common Stock owned by Mr. McGinnis' wife and
143,091 shares of Common Stock which are not presently owned but could be
acquired by Mr. McGinnis within 60 days by the exercise of stock options.
Also includes 709 shares of Common Stock which is an approximation of the
number of shares which Mr. McGinnis beneficially owns under the Company's
Savings Investment Plan. Mr. McGinnis disclaims beneficial ownership of
shares of Common Stock owned by his wife.
<FL> Includes 2,471 shares of Common Stock owned jointly with Mr. Mulcahy's
children and 143,091 shares of Common Stock which are not presently owned
but could be acquired within 60 days by the exercise of stock options.
Also includes 1,521 shares of Common Stock which is an approximation of the
number of shares which Mr. Mulcahy beneficially owns under the Company's
Savings Investment Plan.
<FM> Includes 96,930 shares of Common Stock which are not presently owned but
could be acquired within 60 days by all other Executive Officers by the
exercise of stock options. Also includes 19,054 restricted shares of
Common Stock which such other Executive Officers presently have only voting
power and 2,654 shares of Common Stock which is an approximation of the
number of shares which such other Executive Officers beneficially own under
the Company's Savings Investment Plan. Excludes 1,731,005 shares of Common
Stock held to fund retirement benefits by the Ralston Purina Retirement
Plan Trust of which two Executive Officers are two of four trustees who
collectively exercise investment and voting power.
[FN] Shares of Common Stock which are held in the Company's Savings Investment
Plan are not directly allocated to individual participants but instead are
held in a separate fund in which participants acquire units. Such fund
also holds varying amounts of cash and short-term investments. The number
25
of shares of Common Stock reported herein as being held in the Plan with
respect to the Executive Officers of the Company is an approximation of the
number of such shares in the fund allocable to each of the Executive
Officers. The number of shares allocable to a participant in the fund will
vary on a daily basis based upon the cash position of the fund and the
market price of the Common Stock.
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DIRECTORS' MEETINGS, COMMITTEES AND FEES
The Board meets regularly during the year and holds such special meetings
as deemed advisable to review significant matters affecting the Company and to
act upon matters requiring Board approval. Six regularly scheduled meetings of
the Board of Directors were held during fiscal year 1996. Non-management
Directors receive an annual retainer of $30,000. They are also paid $1,000 for
attending each regular or special Board meeting and each standing committee
meeting, including telephonic meetings, and for each consent to action without a
meeting. Non-management Directors who chair standing committees receive an
additional annual retainer of $2,000. The Company reimburses Directors for
travel expenses in connection with Board meetings and also pays the premiums on
Directors' and Officers' Liability and Travel Accident insurance policies
insuring Directors.
The Company has a Deferred Compensation Plan for Non-Management Directors.
Under this plan, any non-management Director may elect to defer, with certain
limitations, all retainers and fees. Deferrals may be made in Common Stock
equivalents in an Equity Option or may be made in cash under a Variable Interest
Option. Deferrals in the Variable Interest Option earn interest at Morgan
Guaranty Trust Company of New York's prime rate. Deferrals in the Equity Option
in fiscal year 1996 were, prior to June 1, 1996, increased by a 25% match by the
Company and, thereafter, by a 33-1/3% match. Equity Option deferrals earn
26
dividend equivalents to the extent dividends are paid on the underlying Common
Stock. Effective June 1, 1996, the Retirement Plan for Non-Management Directors
was terminated and the present value of amounts accrued as of that date were
credited to the Equity Option with no Company match. Stock equivalents credited
to a Director's account are valued at market value of the underlying Common
Stock at the time of payout. Deferrals are paid out in a lump sum in cash (or,
with respect to deferrals in the Equity Option, in Common Stock if the Director
so elects) to the Director at the Director's retirement, termination or total
disability, or to the Director's estate or beneficiary upon the Director's
death.
During fiscal year 1996, all Directors attended 75% or more of the
aggregate of the meetings of the Board and of the Board committees to which they
were appointed.
To assist the Board in the discharge of its responsibilities, it has the
following standing committees: Audit, Executive, Finance, Human Resources and
Nominating. A description of each standing committee and its membership as of
the date of this Proxy Statement follows:
-----------------
AUDIT COMMITTEE Members: M. D. Ingram, Chairman; D. R. Banks,
J. F. McDonnell and K. D. Ortega
The Audit Committee consists of four non-management Directors and is
responsible for matters relating to accounting policies and practices, financial
reporting, and internal controls. Each year it recommends to the Board the
appointment of a firm of independent accountants to examine the financial
statements of the Company. It reviews with representatives of the independent
accountants, principal corporate officers and the Vice President and Director of
Internal Auditing the scope of the examination of the Company's financial
27
statements, results of audits, audit costs, and recommendations with respect to
internal controls and financial matters. The Audit Committee also reviews
nonaudit services rendered by the Company's independent accountants and
periodically meets with or receives reports from principal corporate officers
and the Vice President and Director of Internal Auditing. The Audit Committee
met two times in fiscal year 1996.
-----------------
EXECUTIVE COMMITTEE Members: W. P. Stiritz, Chairman; D. Danforth, Jr.,
W. H. Danforth and M. D. Ingram
The Executive Committee consists of four Directors and may exercise all of
the authority of the Board in the management of the Company in the intervals
between meetings of the Board. The Executive Committee did not meet in fiscal
year 1996.
-----------------
FINANCE COMMITTEE Members: D. R. Banks, Chairman; D. Danforth, Jr.,
D. C. Farrell, R. A. Liddy,
J. F. McDonnell and W. P. Stiritz
The Finance Committee consists of six Directors. It reviews the Company's
financial condition, objectives and strategies and makes recommendations and
reports to the Board concerning financing requirements, dividend policy,
foreign currency management and pension fund performance. The Finance Committee
met five times in fiscal year 1996.
-----------------
HUMAN RESOURCES COMMITTEE Members: W. H. Danforth, Chairman;
28
J. H. Biggs, M. D. Ingram and K. D. Ortega
The Human Resources Committee consists of four non-management Directors.
It sets the compensation of all Executive Officers, approves deferrals under the
Company's Deferred Compensation Plan for Key Employees, administers the 1988 and
1996 Incentive Stock Plans and grants awards under the 1996 Incentive Stock
Plan. It also monitors the competitiveness of management compensation and
benefit programs, and reviews principal employee relations policies and
procedures. The Human Resources Committee met one time in fiscal year 1996.
-----------------
NOMINATING COMMITTEE Members: D. Danforth, Jr., Chairman; J. H. Biggs
and D. C. Farrell
The Nominating Committee consists of three non-management Directors. It
recommends to the Board nominees for election as Directors and Executive
Officers of the Company. Additionally, it makes recommendations to the Board
regarding election of Directors to positions on committees of the Board and
compensation and benefits for Directors. The Nominating Committee will consider
suggestions from shareholders regarding possible Director candidates. Such
suggestions, together with appropriate biographical information, should be
submitted to the Secretary of the Company. The Nominating Committee met four
times in fiscal year 1996.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR MESSRS. BIGGS, FARRELL AND
STIRITZ.
ITEM 2. RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT ACCOUNTANTS
Upon the recommendation of the Audit Committee, the Board has appointed
29
Price Waterhouse as independent accountants to examine the consolidated accounts
of the Company for the fiscal year ending September 30, 1997, subject to
ratification by shareholders. Price Waterhouse has performed this function for
the Company since 1955. The firm will be represented at the 1997 Annual Meeting
of Shareholders and will have the opportunity to make a statement and respond to
questions from shareholders.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF PRICE WATERHOUSE AS INDEPENDENT ACCOUNTANTS.
OTHER BUSINESS
The Board knows of no business which will be presented for consideration at
the 1997 Annual Meeting of Shareholders other than that stated above. However,
certain shareholders may present topics for discussion if presented in
accordance with the provisions of the Company's Bylaws which require 25 days'
advance written notice to the Secretary of the Company. Should any such matter
properly come before the meeting and be submitted for a vote, votes may be cast
pursuant to proxies granting discretionary authority to the Proxies in respect
to any such matter in the best judgment of the person or persons acting under
the proxies.
EXECUTIVE COMPENSATION
The following tables and narrative text discuss the compensation for fiscal
year 1996, and the two prior fiscal years, awarded to, earned by or paid to the
Company's Chief Executive Officer and the Company's four other most highly
compensated Executive Officers (collectively, "Named Executive Officers").
<TABLE>
30
<CAPTION>
<S><C><C>
SUMMARY COMPENSATION TABLE
31
Long Term
Annual Compensation Compensation
(Awards)
Securities
Other Annual Underlying All Other
Compensation Options Compensation
Name and Principal Position Year Salary($) Bonus($) ($) (#) ($)(1)
32
33
W. P. Stiritz 1996 $1,000,000 $1,071,000 $79,527 (2) 600,000 $621,289 (3)
Chairman of the Board, Chief 1995 $900,000 $1,071,000 $14,135 195,000 $601,862
Executive Officer & President 1994 $825,000 $500,000 $38,060 0 $345,355
J. W. Brown 1996 $300,000 $214,100 $ 6,977 0 $ 95,569
Vice President, and Chief 1995 $257,500 $200,000 $ 7,845 157,500 $ 88,244
Executive Officer and 1994 $257,500 $150,000 $ 6,368 46,468 (4) $ 36,920
President, Protein
Technologies Intl., Inc.
J. R. Elsesser 1996 $310,000 $224,750 $ 6,498 80,000 $145,246 (3)
Vice President and Chief 1995 $277,500 $236,000 $ 6,140 55,000 $140,727
Financial Officer 1994 $247,500 $125,000 $ 8,277 0 $ 79,300
W. P. McGinnis 1996 $345,000 $273,000 $ 8,807 100,000 $129,074
Vice President, and President 1995 $310,000 $255,000 $10,927 65,000 $119,529
and Chief Executive Officer, 1994 $257,500 $175,000 $ 7,459 0 $ 78,960
Pet Products Group
J. P. Mulcahy 1996 $345,000 $273,000 $ 6,821 100,000 $126,972
Vice President; and Chairman 1995 $310,000 $255,000 $ 6,138 65,000 $ 92,701
of the Board and Chief 1994 $277,500 $166,500 $ 8,465 0 $ 77,379
Executive Officer, Eveready
Battery Company, Inc.
34
</TABLE>
[FN]
-----
<F1> The amounts shown in this column consist of the following: (i) above market
interest accrued with respect to deferrals under the Fixed Benefit Option
of the Company's Deferred Compensation Plan for Key Employees--such amounts
are $65,550, $2,517, $4,244, $3,943, and $3,460, respectively, for Messrs.
Stiritz, Brown, Elsesser, McGinnis and Mulcahy; (ii) Company matching
contributions or accruals under the Company's Savings Investment Plan and
Executive Savings Investment Plan--such amounts are $60,000, $18,000,
$18,600, $20,700 and $28,080, respectively, for Messrs. Stiritz, Brown,
Elsesser, McGinnis and Mulcahy; (iii) a Company match of 25% of amounts
deferred under the Equity Option of the Deferred Compensation Plan for Key
Employees--such amounts are $267,750, $53,525, $56,188, $68,250 and
$37,500, respectively, for Messrs. Stiritz, Brown, Elsesser, McGinnis and
Mulcahy; and (iv) amounts attributable to the portion of split-dollar life
insurance premiums paid by the Company, which will be repaid on a specified
future date, valued by multiplying the premiums outstanding during the
fiscal year by the Company's weighted average short-term borrowing rate
during the year--such amounts are $227,989, $21,527, $66,214, $36,181, and
$57,932, respectively, for Messrs. Stiritz, Brown, Elsesser, McGinnis and
Mulcahy.
<F2> The amount shown in this item includes $30,513 in expenses incurred by the
Company in connection with use of Company aircraft.
<F3> The amount shown in this item does not include compensation paid or payable
by Interstate Bakeries Corporation ("IBC") to Messrs. Stiritz and Elsesser,
who serve as directors of IBC at the request of the Company pursuant to the
terms of the Shareholder Agreement between the Company and IBC.
35
<F4> Options granted in 1994 were 524,472 options to acquire CBG Stock. Upon
exchange of shares of CBG Stock for Common Stock on May 15, 1995,
outstanding options to acquire shares of CBG Stock were, pursuant to the
terms of the awards, converted into options to acquire Common Stock.
<TABLE>
<CAPTION>
<S><C><C>
OPTION GRANTS IN LAST FISCAL YEAR
36
(a) (b)(1) (c) (d)(2) (e) (f)(8)
Number of Securities % of Total Options Exercise or
Underlying Options Granted to Employees Base Price Expiration Grant Date
Name Granted (#) in Fiscal Year ($/sh) Date Value ($)
W. P. Stiritz 200,000(3)(5) 10.37% $67.25 09-25-06 5,528,000
200,000(3)(5) 10.37% $67.25 09-25-06 5,528,000
200,000(3)(5) 10.37% $67.25 09-25-06 5,528,000
J. W. Brown - - - - -
J. R. Elsesser 13,333(3)(6) .69% $67.25 09-25-06 368,524
13,333(3)(6) .69% $67.25 09-25-06 368,524
13,334(3)(6) .69% $67.25 09-25-06 368,524
13,333(4)(7) .69% $67.25 09-25-06 368,524
13,333(4)(7) .69% $67.25 09-25-06 368,524
13,334(4)(7) .69% $67.25 09-25-06 368,524
W. P. McGinnis 16,666(3)(6) .86% $67.25 09-25-06 460,648
16,667(3)(6) .86% $67.25 09-25-06 460,648
16,667(3)(6) .86% $67.25 09-25-06 460,648
16,666(4)(7) .86% $67.25 09-25-06 460,648
16,667(4)(7) .86% $67.25 09-25-06 460,648
16,667(4)(7) .86% $67.25 09-25-06 460,648
J. P. Mulcahy 16,666(3)(6) .86% $67.25 09-25-06 460,648
16,667(3)(6) .86% $67.25 09-25-06 460,648
16,667(3)(6) .86% $67.25 09-25-06 460,648
16,666(4)(7) .86% $67.25 09-25-06 460,648
16,667(4)(7) .86% $67.25 09-25-06 460,648
16,667(4)(7) .86% $67.25 09-25-06 460,648
37
</TABLE>
(1) Options granted were options to acquire shares of Common Stock.
(2) Market price on date of grant.
(3) Reflects one of three tranches each equal to 33-1/3% of stock price
performance options granted to the executive on a single date. The options
are exercisable in such tranches on 9-26-98, 9-26-01, and 9-26-04,
provided that, with respect to each tranche, a target market price
(reflecting a 5% per year increase in the market price of the Common Stock)
is met on the respective date. If the target market price is not met on
the relevant date, shares of that tranche will not become exercisable until
and unless the target market price for a subsequent fiscal quarter end or
award anniversary date is met. All shares become exercisable, in any
event, on the ninth anniversary of the date of grant. The target market
prices for the dates on which each tranche of such shares would first
become exercisable are $74.14, $85.83, and $99.36, respectively.
(4) Reflects one of three tranches each equal to 33-1/3% of peer group
performance options granted to the executive on a single date. The options
are exercisable in such tranches on 9-26-98, 9-26-01, and 9-26-04, provided
that, with respect to each tranche, the Company's average compound growth
in Total Shareholder Return (defined as cumulative Common Stock price
appreciation plus dividends from the date of grant), as of the respective
date, is at or above the top 25th percentile of compound growth in Total
Shareholder Return as of that date for a peer group of corporations,
selected by the Human Resources Committee and subject to change at the
Committee's discretion. If the peer group target is not met on the
relevant date, shares of that tranche will not become exercisable until and
unless the peer group target for a subsequent fiscal quarter end or award
anniversary date is met. Any tranche for which the applicable peer group
38
target is not met by the tenth anniversary of the date of grant will never
become exercisable.
(5) Options become exercisable upon death, declaration of permanent and total
disability, retirement from the Company's Board of Directors, or a split-up
of the Company as defined by the Human Resources Committee, only if the
applicable target market price has been met prior to such event, or if the
target market price as of the last fiscal quarter end or anniversary award
date prior to such event is met at anytime during the remaining exercise
period. Upon a change in control of the Company or on the ninth
anniversary of the award, all conditions on exercise are waived.
(6) Options become exercisable upon death, declaration of permanent and total
disability, retirement on or after attainment of age 55, involuntary
termination other than for cause, or a split-up of the Company as defined
by the Human Resources Committee, only if the applicable target market
price has been met prior to such event, or if the target market price as
of the last fiscal quarter end or anniversary award date prior to such
event is met at any time during the remaining exercise period. Upon a
change in control of the Company or on the ninth anniversary of the award,
all conditions on exercise are waived.
(7) Options become exercisable upon death, declaration of permanent and total
disability, retirement on or after attainment of age 55, involuntary
termination other than for cause, or split-up of the Company as defined by
the Human Resources Committee, only if the applicable peer group target has
been met prior to such event, or if the peer group target as of subsequent
fiscal quarter ends is thereafter met during the remaining exercise period.
Upon a change in control of the Company, all conditions on exercise are
waived.
(8) Calculated using the binomial option pricing model. Underlying assumptions
39
used in the calculation include a ten year expiration, a current market
price and strike price of $67.25 per share, a ten year volatility
assumption of 20.24%, a current dividend yield of 0.0% and a risk-free rate
of return of 6.82%, which was derived from the treasury zero-coupon yield
curve. The Company has elected to illustrate the potential realizable
value using the binomial option pricing model as permitted by the rules of
the Securities and Exchange Commission. This does not represent the
Company's estimate or projection of future stock prices or of the
assumptions utilized; actual gains, if any, upon future exercise of any of
these options will depend on the actual performance of the Common Stock.
<TABLE>
<CAPTION>
<S><C><C>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
40
Value of Unexercised
Shares Number of Unexercised In-the-Money Options
Acquired on Value Options at FY-End(#) At FY-End($)
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
W. P. Stiritz 167,396 $4,791,801 47,241 1,176,580 $1,620,673 $14,469,558
J. W. Brown 0 0 98,797 271,127 $2,853,321 $4,304,862
J. R. Elsesser 0 0 131,167 301,941 $4,626,182 $5,829,666
W. P. McGinnis 0 0 131,167 331,941 $4,626,182 $5,959,666
J. P. Mulcahy 0 0 131,167 331,941 $4,626,182 $5,959,666
41
</TABLE>
RETIREMENT PLAN
The Ralston Purina Retirement Plan may provide pension benefits in the
future to the Named Executive Officers. Substantially all regular U.S.
employees having one year of service with the Company or certain of its
majority-owned subsidiaries are eligible to participate in the Retirement Plan.
Employees become vested after five years of service. Normal retirement is at
age 65; however, employees who work beyond age 65 may continue to accrue
benefits.
Annual benefits for the Named Executive Officers and other administrative
employees are computed by multiplying the participant's Final Average Earnings
(average of participant's five highest consecutive annual earnings during ten
years prior to retirement or earlier termination) by the product of 1.5% times
the participant's years of service (to a maximum of 40 years) and by subtracting
from that amount up to one-half of the participant's primary social security
benefit at retirement (with the actual amount of offset determined by age and
years of service at retirement).
The following table shows the estimated annual retirement benefits, in the
form of a single life, 5-year certain annuity, that would be payable from the
Retirement Plan to salaried employees, including the Named Executive Officers,
assuming age 65 retirement. To the extent a Named Executive Officer's
compensation or benefits exceed certain limits imposed by the Internal Revenue
Code of 1986, as amended, the table also includes benefits payable from an
unfunded supplemental retirement plan. The table reflects benefits prior to
the subtraction of social security benefits as described above.
<TABLE>
<CAPTION>
42
<S><C><C>
PENSION PLAN TABLE
43
Remuneration
(Final Average Years of Service
Earnings) 10 15 20 25 30 35 40
44
$ 400,000 $ 60,000 $ 90,000 $ 120,000 $ 150,000 $ 180,000 $ 210,000 $ 240,000
500,000 75,000 112,500 150,000 187,500 225,000 262,500 300,000
600,000 90,000 135,000 180,000 225,000 270,000 315,000 360,000
700,000 105,000 157,500 210,000 262,500 315,000 367,500 420,000
800,000 120,000 180,000 240,000 300,000 360,000 420,000 480,000
1,000,000 150,000 225,000 300,000 375,000 450,000 525,000 600,000
1,200,000 180,000 270,000 360,000 450,000 540,000 630,000 720,000
1,400,000 210,000 315,000 420,000 525,000 630,000 735,000 840,000
1,600,000 240,000 360,000 480,000 600,000 720,000 840,000 960,000
2,000,000 300,000 450,000 600,000 750,000 900,000 1,050,000 1,200,000
2,400,000 360,000 540,000 720,000 900,000 1,080,000 1,260,000 1,440,000
2,500,000 375,000 562,500 750,000 937,500 1,125,000 1,312,500 1,500,000
45
</TABLE>
For the purpose of calculating retirement benefits, the Named Executive
Officers had, as of September 30, 1996, the following years of credited service
(rounded up to the nearest whole year): Messrs. Stiritz--33 years; Brown--26
years; Elsesser--12 years; McGinnis--25 years; and Mulcahy--29 years. Earnings
used in calculating benefits under the Retirement Plan and the unfunded
supplemental retirement plan are approximately equal to amounts included in the
Salary and Bonus columns in the Summary Compensation Table on page 12.
DEATH BENEFIT PLAN
The Company maintains, at no cost to the participants, an unfunded
Executive Life Plan to provide supplemental benefits to certain key members of
management, generally at the level of division vice president and above. The
Plan provides a death benefit, after retirement of a plan participant, to his or
her named beneficiary in an amount equal, on an after-tax basis, to 50% of the
participant's last full year's salary and bonus prior to retirement. To be
eligible for the benefit, a participant must at the time of retirement meet
certain conditions, including (i) being enrolled in the Company's Partnership
Life Plan, which is available to substantially all non-union administrative and
production employees in the United States, with elective coverage of at least
one times earnings; and (ii) being age 55 with at least two years of service or
having a combination of age and years of service equal to at least 80. Messrs.
Stiritz and Brown participated in the Executive Life Plan during fiscal year
1996.
GRANTOR TRUST
46
During fiscal year 1994, the Company established and funded an irrevocable
grantor trust to provide a source of funds to assist the Company in meeting its
obligations under certain employee benefit plans and programs in which the Named
Executive Officers, as well as other employees, participate. At the present
time, assets of the trust consist primarily of Common Stock and life insurance
policies. In the event that the Company is in default of its funding
obligations under the trust, payment of obligations under such plans and
programs will immediately accelerate unless the employee elects to defer
payment.
CHANGE-IN-CONTROL AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
The Company has Management Continuity Agreements with the Named Executive
Officers. The purpose of the agreements is to provide severance compensation to
each covered Executive Officer in the event of the officer's voluntary or
involuntary termination after a change in control of the Company. The
compensation provided would be in the form of a lump sum payment equal to the
present value of continuing the Executive Officer's salary and bonus for a
specified period following the Executive Officer's termination of employment,
the continuation of other executive benefits for the same applicable period and
certain pension bridging payments. The initial applicable period is four years
in the case of Mr. Stiritz, and three years for the other Named Executive
Officers, which periods are subject to reduction for each complete year the
Executive Officer remains employed following the change in control. No payments
would be made in the event the Executive Officer's termination is due to death,
disability or normal retirement, or is for cause, nor would any payments
continue beyond the Executive Officer's normal retirement date.
COMPENSATION COMMITTEE INTERLOCKS
47
AND INSIDER PARTICIPATION
Mr. Stiritz serves on the compensation committee of the board of directors
of General American Life Insurance Company, a mutual insurance company, of which
Mr. Liddy is Chairman of the Board, President and Chief Executive Officer.
The Company has for many years purchased insurance and insurance-related
products and services from General American Life Insurance Company, as well as
other major insurance companies, in the ordinary course of business and on
competitive terms. Insurance policies with General American have principally
included coverage for health, life and disability benefits. Certain of them are
whole life or variable life policies in which premiums are intended to cover the
cost of insurance as well as to increase the cash surrender value of such
policies; the Company from time to time has borrowed against the cash surrender
value of such policies and pays interest on such borrowings at rates determined
pursuant to the relevant policy's terms. Certain of the life insurance policies
purchased by the Company were contributed to the Company's grantor trust in
fiscal year 1994; the Company retains the right to borrow against the cash value
of such policies and it continued to pay the premiums thereon in fiscal year
1996.
Substantially all of these insurance arrangements were entered into prior
to Mr. Liddy's election to the Company's Board of Directors in 1995, and, to the
Company's knowledge, Mr. Liddy receives no direct or indirect compensation
related to, or has any other material interest in, the existence of these
policies or the Company's ongoing transactions pursuant to their terms. Mr.
Liddy has also disclaimed any material interest in transactions between the
Company and General American. The Company expects that its business
relationship with General American will continue and, as in the past, any such
transactions will be conducted in the ordinary course and on competitive terms.
48
HUMAN RESOURCES COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Human Resources Committee (the "Committee") consists entirely of non-
employee directors free from relationships with the Company that might be
considered a conflict of interest. It approves direct and indirect compensation
of all executive officers and administers, and makes awards under, the 1996
Incentive Stock Plan which was approved by shareholders in February, 1996.
Stock-based awards, such as stock options and restricted stock, may be granted
under such Plan to officers and other key employees of the Company.
Compensation Philosophy
The Company's executive compensation program is designed to provide total
compensation that can attract, retain and motivate key employees. It implements
this plan by employing a pay-at-risk approach in which base pay is kept below
the median for comparable executive positions at comparison companies while
developing incentive programs intended to provide such employees the opportunity
to achieve total compensation at or above a specific target level for
exceptional performance. In determining competitive pay standards, the
Committee is apprised of published surveys of pay practices of other U.S. based
corporations of similar size with which the Company may compete in recruiting
executive talent.
In addition to base salary, the Committee has established compensation
incentives in the form of annual cash bonus awards, intermediate term cash bonus
awards and long-term stock-based incentive awards to compensate its key
executives. The cash awards are tied to the performance of the Company and the
stock-based awards are designed to encourage executives to manage the Company
from the perspective of the shareholders, aligning a substantial portion of the
executives' compensation with the interests of equity owners of the Company.
49
Salaries
The Committee establishes the salaries of executives based on its
assessment of the individual's responsibilities, experience, individual
performance and contribution to the Company's performance. The Committee also
takes into account compensation data from other companies as described above;
historical compensation levels at the Company; the competitive environment for
attracting and retaining executives; and, in the case of executive officers
other than Mr. Stiritz, the recommendation of Mr. Stiritz. The Company attempts
to set base salary levels at or below the median level for executives holding
positions of similar responsibility and complexity at corporations surveyed by
outside consultants. The salaries for Named Executive Officers are set forth in
the Summary Compensation Table on page 12.
Annual Cash Bonus Award Programs
Annual cash bonuses are set each year at, or shortly after, the end of the
Company's fiscal year. Executive officers have an opportunity to earn an award
based on a combination of individual performance and the overall performance of
the Company or, in the case of certain operating unit executives, the
performance of that unit. Individual performance is rated based on a subjective
assessment of factors including quality and implementation of strategic plans,
organizational and management development and special project leadership.
For fiscal 1996, the following bonus programs applied with respect to the
Named Executive Officers:
Chief Executive Officer - Mr. Stiritz's bonus was measured equally on Company
performance and a subjective assessment by the Committee of his individual
performance. Company performance was evaluated based on fully-diluted earnings
per share ("EPS") growth versus prior year EPS.
50
Business Unit Heads Bonus Plan - Bonuses for Messrs. McGinnis, Mulcahy and Brown
were measured on three components: Company performance was evaluated based on a
comparison of fiscal 1996 results with fiscal 1995 with respect to (i) the
Company's EPS (25%) and (ii) business unit earnings before income taxes (25%).
Subjective assessment of individual performance accounted for 50% of the bonus
calculation. Mr. Mulcahy participated in the Eveready bonus plan for fiscal
1995, but on the recommendation of Mr. Stiritz, it was deemed appropriate that
his performance in fiscal 1996 be measured on the same basis as the other
operating executives.
Corporate Staff Officers - Bonuses for Messrs. Elsesser and certain other
Corporate staff officers were measured on Company performance (50%) and a
subjective assessment of individual performance (50%). As with Mr. Stiritz,
Company performance was measured by comparing fully-diluted EPS growth for
fiscal year 1996 with the prior year EPS.
Eveready Battery Company - Eveready's bonus plan, in which two executive
officers participated, measured bonuses based on Eveready's performance and a
subjective assessment of individual performance. Eveready's performance was
measured based on its earnings before income taxes, adjusted for unusual items,
compared to a similar calculation of the prior year's earnings. Performance was
ranked subjectively in one of five brackets. Company performance accounted for
70% of the bonus and individual performance for 30%.
The Committee expects to continue to utilize executive bonus plans with
varying measures of individual and/or corporate performance for determining all
or part of bonuses for executive officers.
Intermediate Term Bonus Plan
51
A Leveraged Incentive Plan ("LIP") was implemented effective October 1,
1994, for a select group of key executives, including Executive Officers of the
Company, whose actions are believed to be able to positively impact shareholder
value. At the end of three years, if certain Common Stock performance
benchmarks described as "Total Shareholder Return" or "TSR" (Common Stock price
appreciation plus reinvested dividends) are reached, a cash award equal to a
percentage of three years' aggregate base salary will be payable to the
participants. In addition, if the TSR over the three years meets or exceeds the
75th percentile of the TSR for a peer competitor group of the Company, an
additional percentage of aggregate base salary for the three year period is
payable. The peer group evaluated for this purpose is not identical to the peer
group reflected in the Performance Graph on page 20. The Committee believes
that tying payment under the plan to increases in shareholder value is
consistent with its philosophy of maintaining a relatively high portion of pay
at risk.
Deferrals of Bonus Awards
The Committee exercises its discretion in determining whether to permit
eligible employees, including Executive Officers, to defer payment of their cash
bonus or other cash compensation under the terms of the Deferred Compensation
Plan for Key Employees. The terms of that Plan may include, in any particular
year, an additional Company match on deferrals in the Equity Option of the Plan.
It has been determined that deferrals into the Equity Option of annual cash
bonuses earned in fiscal year 1996 will be credited with a 25% Company match
which is subject to certain vesting requirements. The Committee believes that
this provision of the Plan serves the dual purpose of further aligning the
executive's interests with those of shareholders of the Company by encouraging
an investment in Company stock equivalents and adds a retention feature through
the vesting requirement. The Committee has also determined that bonuses earned
under the LIP at the end of fiscal year 1997 will also be eligible to be
considered for deferral into the Plan but will not be credited with a Company
52
match.
Stock Awards
Stock-based incentive awards consist principally of stock options and
restricted stock awards which are granted from time to time under the 1996
Incentive Stock Plan (the "1996 Plan"). Prior awards were granted under the
1988 Incentive Stock Plan, which is substantially identical to the present plan.
In general, the Committee bases its decisions to grant stock-based incentives on
the number of shares of Common Stock outstanding, the number of shares of Common
Stock authorized by shareholders under the 1996 Plan, the number of options and
shares of restricted Common Stock held by the executive for whom an award is
being considered and the other elements of the executive's compensation, as well
as the Company's compensation objectives and policies described above. As with
the determination of base salaries and a portion of bonus awards, the Committee
exercises subjective judgment and discretion in view of the above criteria and
its general policies.
Stock options entitle the recipient to purchase a specified number of
shares of the Company's Common Stock after a specified period of time and, in
the case of performance-based options, after a performance goal has been met, at
an option price which is equal to the fair market value of the Common Stock at
the time of grant. They provide executives with an opportunity to buy and
maintain an equity interest in the Company while linking the executive's
compensation directly to shareholder value since the executive receives no
benefit from the option unless all shareholders have benefited from an
appreciation in the value of the Company's Common Stock. In addition, since the
options "vest" serially, generally in three or four segments over a period of
three to ten years after the date of grant, they function as a retention device
while encouraging the executive to take a longer-term view about decisions
impacting the Company.
53
Restricted stock awards consist of grants of the Company's Common Stock
subject to certain restrictions. The restricted shares may not be sold, pledged
or otherwise transferred until the restrictions lapse, which occurs serially,
generally over a period of four to ten years after the date of grant. However,
certain restricted stock awards generally do no vest at all until the
recipient's attainment of age 62. Dividends, and interest on the dividends,
accumulate until distributed as restrictions on the underlying shares lapse.
Restricted stock awards further the goal of retaining key executives by
encouraging stock ownership while linking executive performance with shareholder
value.
No restricted stock grants were made in fiscal year 1996. Performance
options were awarded to certain employees, including Named Executive Officers,
in September, 1996. Details of the grant to such officers can be found in the
Option Grants Table on page 13. No performance options were granted to Mr.
Brown at that time because his bonus and awards during the next fiscal year will
be determined in accordance with the Protein Technologies International Annual
Bonus Plan which places an emphasis on cash awards in lieu of stock and option
grants. Performance options awarded to certain employees, including Named
Executive Officers, in September, 1995, (the details of which were described in
the Company's Notice of Annual Meeting and Proxy Statement dated December 15,
1995) have been amended to extend the exercise period for individuals who
voluntarily terminate employment after age 55 with at least 15 years of service
from six months to five years, and for individuals who are involuntarily
terminated (other than for cause) or who voluntarily terminate employment after
age 62 from three years to five years. This amendment was intended to conform
the Company's option exercise periods to those of other comparative companies,
as indicated by published surveys.
Compensation for the Chairman and Chief Executive Officer
The Committee awarded Mr. Stiritz an annual cash bonus for fiscal year 1996
54
based on the qualitative and quantitative factors described above. The
qualitative assessment of his performance also included an evaluation of the
ongoing positive effect on the Company of significant restructuring initiatives
and investment decisions undertaken under Mr. Stiritz's guidance during the past
few years. The Committee recognized, as it evaluated Mr. Stiritz's overall
compensation at the end of fiscal 1996, that he is likely to retire in the next
few years from the position of Chief Executive Officer. Taking that into
consideration, the Committee determined it to be in the best interest of the
Company to change its approach to compensating Mr. Stiritz in furtherance of
certain objectives it deemed important under the circumstances. The Committee
wishes to facilitate a greater focus by Mr. Stiritz on succession planning and
believes that sequential grants of long-term awards which are intended to retain
key employees are not appropriate with respect to the Chief Executive Officer
when there are relatively few years until retirement. To that end, the
Committee decided to award Mr. Stiritz a special performance stock option grant,
in exchange for which it would (i) freeze Mr. Stiritz's base pay until
retirement at the level it was during fiscal year 1996; (ii) exclude him from
future annual stock award grants; and (iii) exclude him from any further
intermediate or long-term cash bonus plans. The size of the performance stock
option grant was determined based on a calculation of the anticipated decrease
in the value of Mr. Stiritz's total compensation package, caused not only by the
direct effect of freezing his salary, but also by the indirect effect such a
freeze will have on the calculation of benefits which are based on a percentage
of base pay: e.g., his future annual cash bonuses; Company match on deferrals
of salary or bonus into savings or deferred compensation plans; anticipated
value of a second LIP, to be implemented in fiscal year 1997, from which he was
excluded; and value of annual stock option grants it was anticipated would have
been awarded to him. The purpose of the grant which, in the Committee's
opinion, has an approximate value equal to the benefits described above which he
will forgo, is to tie the majority of Mr. Stiritz's compensation to the
Company's Common Stock price performance during the last years of his
employment. The performance price conditions to his exercising the award, and
55
the exercise period which will extend after retirement from the Board for the
balance of the ten year option term, are designed to encourage his interest in
preserving long-term value for shareholders. Details of the special award are
found in the Option Grants Table on page 13.
Deductibility of Certain Executive Compensation
A feature of the Omnibus Budget Reconciliation Act of 1993 sets a limit on
deductible compensation of $1,000,000 per year per person for the Chief
Executive Officer and the next four highest-paid executives. The Committee has
directed the Company's management to review executive compensation arrangements,
fringe benefits and employee benefit plans in light of this provision. It has
mandated the deferral of certain bonus payments to executives in the event
payment would cause the Company to forgo its full deduction, and has taken steps
with respect to certain option awards to predicate their exercise on
deductibility. While it is the general intention of the Committee to meet the
requirements for deductibility, the Committee may, in the exercise of its
judgment, approve payment of compensation from time to time that may not be
fully deductible. The Committee believes this flexibility will enable it to
respond to changing business conditions or to an executive's individual
performance. The Committee will continue to review and monitor its policy with
respect to the deductibility of compensation.
W. H. Danforth -- Chairman J. H. Biggs
M. D. Ingram K. D. Ortega
PERFORMANCE GRAPHS
The graphs displayed below are presented in accordance with SEC
requirements. Shareholders are cautioned against drawing any conclusions from
the data contained therein, as past results are not necessarily indicative of
56
future performance. These graphs in no way reflect the Company's forecast of
future financial performance.
Notwithstanding anything to the contrary set forth in any of the Company's
previous SEC filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate future
filings, including this Notice of Annual Meeting of Shareholders and Proxy
Statement, in whole or in part, the following Performance Graphs and the Human
Resources Committee Report on Executive Compensation set forth above shall not
be incorporated by reference into any such filings.
Set forth below are line graphs comparing the annual percentage change in
cumulative total shareholder return for each class of Ralston Purina Company's
Common Stock with the cumulative total return of the Standard & Poor's 500 Stock
Index, the Standard & Poor's Food Index and a Bakery Index as defined in
footnote (3) to the graphs.
COMPARISON OF CUMULATIVE TOTAL RETURN ON $100 INVESTED IN
RALSTON PURINA COMPANY COMMON STOCK ON SEPTEMBER 30, 1991
VS. S&P 500 AND S&P FOOD INDICES<F1>
[PERFORMANCE GRAPH]
COMPARISON OF CUMULATIVE TOTAL RETURN ON $100 INVESTED IN
RALSTON-RPG GROUP AND RALSTON-CBG GROUP COMMON STOCKS
FROM AUGUST 2, 1993 THROUGH MAY 15, 1995
VS. S&P 500 AND COMPETITOR INDICES<F2>
[PERFORMANCE GRAPH]
<F1> On July 30, 1993, the Company recapitalized its former single class of
Common Stock by redesignating it as Ralston-Ralston Purina Group Common
57
Stock ("RPG Stock") and distributing a new class of Ralston-Continental
Baking Group Common Stock ("CBG Stock"). For the line designated as
"Ralston" the graph depicts the cumulative return on $100 invested in the
Company's former single class of Common Stock from September 30, 1991
through July 30, 1993. Since August 2, 1993 (the date of initial issuance
of RPG and CBG Stocks, depicted by the first solid vertical line) the graph
depicts the cumulative return on $100 invested on that date in a
capitalization-weighted combination of RPG and CBG Stock. Furthermore, on
March 31, 1994, the Company spun-off Ralcorp Holdings, Inc. via a one for
three stock dividend, which for performance purposes for RPG has been
treated as a special one-time stock dividend in which the Ralcorp dividend
was assumed liquidated with the proceeds from the sale being reinvested in
RPG common. On April 4, 1994, (the initial date of issuance of the Ralcorp
dividend) Ralcorp closed at $15.00 and RPG Stock closed at $37.25. On May
15, 1995 (as depicted by the second solid vertical line) each share of CBG
Stock was exchanged for .0886 shares of RPG Stock; the shares of RPG Stock
received upon the exchange are included in the overall performance of RPG
Stock subsequent to that date. For the S&P 500 and S&P Food Indices,
cumulative returns are measured for the period September 30, 1991 through
September 30, 1996, with the value of each index set to $100 on September
30, 1991. Total return assumes reinvestment of dividends.
<F2> The lower graph depicts the cumulative return since August 2, 1993, the
date of initial issuance of RPG Stock and CBG Stock, through May 15, 1995,
the date shares of CBG Stock were exchanged for shares of RPG Stock, of
$100 invested during that time period in either RPG Stock or CBG Stock or
one of the competitor indices. Total return assumes reinvestment of
dividends.
<F3> The Bakery Index consists of a capitalization-weighted combination of the
common stocks of CBG, Flowers Industries, Inc. and Interstate Bakeries
Corporation.
58
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and officers, and persons who own more than ten percent
of the Company's Common Stock, to file initial statements of beneficial
ownership (Form 3), and statements of changes in beneficial ownership (Forms 4
or 5), of the Common Stock with the SEC and the New York Stock Exchange, Inc.
Directors, officers, and greater than ten percent shareholders are required by
SEC regulation to furnish the Company with copies of all such forms they file.
George Meffert, Vice President; and President, Eveready Battery Company,
Inc., filed a Form 4 for the month of February, 1996, nine days after such
report was due. The Company believes that during fiscal year 1996 in all other
respects its directors and officers complied with all filing requirements
applicable to them, based solely on the Company's review of copies of forms
received by it.
SOLICITATION STATEMENT
The cost of the solicitation of proxies will be borne by the Company. In
addition to the use of the mails, solicitations may be made by regular employees
of the Company, by telephone or personal contact. Georgeson & Co. has been
retained to assist in the solicitation of proxies for a fee of $11,000, plus
expenses. The Company will reimburse banks, brokerage firms and other
custodians, nominees and fiduciaries for costs reasonably incurred by them in
sending proxy materials to the beneficial owners of Common Stock and ESOP
Preferred Stock.
59
SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Any shareholder proposal intended to be presented at the 1998 Annual
Meeting of Shareholders and to be included in the Company's proxy statement and
form of proxy for that meeting must be received by the Company, directed to the
attention of the Secretary, not later than August 7, 1997. Any such proposals
must comply in all respects with the rules and regulations of the SEC and the
Bylaws of the Company.
By order of the Board of Directors,
NANCY E. HAMILTON
Secretary
December 6, 1996
LANGUAGE ON FRONT OF PROXY CARD
RALSTON PURINA
COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS ON JANUARY 23,
1997 AT 2:30 P.M., HYATT REGENCY HOTEL, ST. LOUIS UNION
STATION, 1820 MARKET ST., ST. LOUIS, MO.
The undersigned hereby appoints Messrs. William P. Stiritz and James M. Neville,
and either of them, as lawful proxies, with full power of substitution, for and
in the name of the undersigned, to vote on behalf of the undersigned, with all
the powers the undersigned would possess if personally present at the Annual
Meeting of Shareholders of Ralston Purina Company on January 23, 1997, and any
adjournment thereof. The above named proxies are instructed to vote all the
60
undersigned's shares of stock on the proposals set forth in the Notice of Annual
Meeting and Proxy Statement as specified below and are authorized in their
discretion to vote upon such other business as may properly come before the
meeting or any adjournment thereof.
This proxy relates to ALL shares owned by the undersigned, including any RAL
Stock held in the undersigned's account under the Dividend Reinvestment Plan,
and any RAL Stock and ESOP Preferred Stock shares credited to the undersigned's
account under the Savings Investment Plan. Each share of RAL Stock and ESOP
Preferred Stock is entitled to one vote.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, this proxy will be voted
"FOR" Proposals 1 and 2.
RAL RAL
Proxy # Shares Owned SIP Shares ESOP Preferred
IMPORTANT - PLEASE SIGN AND DATE ON BACK OF CARD. RETURN PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE; NO POSTAGE NECESSARY.
- ------------------------------------
LANGUAGE ON BACK OF PROXY CARD
1. Election of Directors: John H. Biggs, David C. Farrell,
William P. Stiritz
/ / FOR all nominees listed.
61
/ / FOR all nominees listed except .
/ / WITHHOLD AUTHORITY to vote for all nominees listed.
2. Ratification of appointment of Price Waterhouse as independent accountants.
/ /FOR / /AGAINST / /ABSTAIN
Shareholder(s), please sign below
exactly as name(s) appears on front of
card; in the case of joint holders, all
should sign.
Signature(s)(Title(s), if applicable)
Date
The Board of Directors recommends a vote FOR proposals 1and 2 above.
LANGUAGE ON FRONT OF PROXY CARD
62
RALSTON PURINA
COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS ON JANUARY 23,
1997 AT 2:30 P.M., HYATT REGENCY HOTEL, ST. LOUIS UNION
STATION, 1820 MARKET ST., ST. LOUIS, MO.
The undersigned hereby appoints Messrs. William P. Stiritz and James M. Neville,
and either of them, as lawful proxies, with full power of substitution, for and
in the name of the undersigned, to vote on behalf of the undersigned, with all
the powers the undersigned would possess if personally present at the Annual
Meeting of Shareholders of Ralston Purina Company on January 23, 1997, and any
adjournment thereof. The above named proxies are instructed to vote all the
undersigned's shares of stock on the proposals set forth in the Notice of Annual
Meeting and Proxy Statement as specified below and are authorized in their
discretion to vote upon such other business as may properly come before the
meeting or any adjournment thereof.
This proxy relates to ALL shares owned by the undersigned, including any RAL
Stock held in the undersigned's account under the Dividend Reinvestment Plan.
Each share of RAL Stock is entitled to one vote.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, this proxy will be voted
"FOR" Proposals 1 and 2.
Proxy # Shares Owned
63
RAL
IMPORTANT - PLEASE SIGN AND DATE ON BACK OF CARD. RETURN PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE; NO POSTAGE NECESSARY.
- ------------------------------------
LANGUAGE ON BACK OF PROXY CARD
1. Election of Directors: John H. Biggs, David C. Farrell,
William P. Stiritz
/ / FOR all nominees listed.
/ / FOR all nominees listed except .
/ / WITHHOLD AUTHORITY to vote for all nominees listed.
2. Ratification of appointment of Price Waterhouse as independent accountants.
/ /FOR / /AGAINST / /ABSTAIN
Shareholder(s), please sign below
exactly as name(s) appears on front of
card; in the case of joint holders, all
should sign.
64
Signature(s)(Title(s), if applicable)
Date
The Board of Directors recommends a vote FOR proposals 1and 2 above.
LANGUAGE ON FRONT OF PROXY CARD
RALSTON PURINA
COMPANY
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS ON JANUARY 23,
1997 AT 2:30 P.M., HYATT REGENCY HOTEL, ST. LOUIS UNION
STATION, 1820 MARKET ST., ST. LOUIS, MO.
The undersigned hereby appoints Messrs. William P. Stiritz and James M. Neville,
and either of them, as lawful proxies, with full power of substitution, for and
in the name of the undersigned, to vote on behalf of the undersigned, with all
the powers the undersigned would possess if personally present at the Annual
Meeting of Shareholders of Ralston Purina Company on January 23, 1997, and any
adjournment thereof. The above named proxies are instructed to vote all the
undersigned's shares of stock on the proposals set forth in the Notice of Annual
Meeting and Proxy Statement as specified below and are authorized in their
discretion to vote upon such other business as may properly come before the
meeting or any adjournment thereof.
This proxy relates to shares of RAL Stock credited to the undersigned's account
under the Interstate Brands Corporation Savings Investment Plan. Each share of
65
RAL Stock is entitled to one vote.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, this proxy will be voted
"FOR" Proposals 1 and 2.
RAL
Proxy # SIP Shares
IMPORTANT - PLEASE SIGN AND DATE ON BACK OF CARD. RETURN PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE; NO POSTAGE NECESSARY.
- -------------------------
LANGUAGE ON BACK OF PROXY CARD
1. Election of Directors: John H. Biggs, David C. Farrell,
William P. Stiritz
/ / FOR all nominees listed.
/ / FOR all nominees listed except .
/ / WITHHOLD AUTHORITY to vote for all nominees listed.
2. Ratification of appointment of Price Waterhouse as independent accountants.
/ /FOR / /AGAINST / /ABSTAIN
66
Shareholder(s), please sign below
exactly as name(s) appears on front of
card; in the case of joint holders, all
should sign.
Signature(s)(Title(s), if applicable)
Date
The Board of Directors recommends a vote FOR proposals 1and 2 above.
December 6, 1996
Dear Employee:
Enclosed is a proxy statement and a proxy for the Annual Meeting of Shareholders
67
of Ralston Purina Company to be held on January 23, 1997. The enclosed proxy
relates to shares of Ralston Common Stock as to which you are the record holder
and shares of Ralston Common Stock and ESOP Preferred Stock credited to your
account in the Ralston Purina Savings Investment Plan ("Plan").
The Trustees of the Plan will vote all shares of Common Stock and ESOP Preferred
Stock held in the Plan as of November 18, 1996, whether or not they have been
credited to participants' accounts. Shares credited to your account as of
November 18, 1996, will be voted in accordance with your instructions on the
enclosed proxy card. Any credited shares for which no instructions are received
by the Trustee, and any shares in the fund which were not credited as of
November 18, 1996, will be voted by the Trustee in the same proportion as the
shares for which instructions were received from all participants.
Would you please complete, sign and date the enclosed proxy and return it, in
the post-paid envelope provided, to the Corporation Trust Company, which acts as
Tabulator. In order to provide the Tabulator with time to tabulate the votes,
it has been requested that all proxies be returned as promptly as possible, but
no later than January 20, 1997.
You may also have received additional proxy statements and proxies relating to
other shares of stock held by you. These proxies are not duplicates of the one
enclosed and we ask that they also be completed and returned pursuant to the
instructions enclosed with them.
William P. Stiritz
Chairman of the Board and
Chief Executive Officer
68
December 6, 1996
TO: Participants in the Ralston Purina Common Stock Fund of the Interstate
Brands Corporation Savings Investment Plan:
Enclosed is a proxy statement and a proxy for the Annual Meeting of Shareholders
of Ralston Purina Company to be held on January 23, 1997. The enclosed proxy
relates to shares of Ralston Common Stock credited to your account in the
Interstate Brands Corporation Savings Investment Plan ("Plan").
As Trustee of the Plan, Vanguard Fiduciary Trust Company will vote all shares of
Common Stock held in the Plan as of November 18, 1996, whether or not they have
been credited to participants' accounts. Shares credited to your account as of
November 18, 1996, will be voted in accordance with your instructions on the
enclosed proxy card. Any credited shares for which no instructions are received
by Vanguard, and any shares in the fund which were not credited as of November
18, 1996, will be voted by Vanguard in the same proportion as the shares for
which instructions were received from all Plan participants.
Would you please complete, sign and date the enclosed proxy and return it, in
the post-paid envelope provided, to the Corporation Trust Company, which acts as
Tabulator. In order to provide the Tabulator with time to tabulate the votes,
it has been requested that all proxies be returned as promptly as possible, but
69
no later than January 20, 1997.
You may also have received additional proxy statements and proxies relating to
other shares of Ralston Common Stock held by you. These proxies are not
duplicates of the one enclosed and should also be completed and returned
pursuant to the instructions enclosed with them.
The Vanguard Fiduciary Trust Company
APPENDIX
1. The Stock Price Performance Graphs on page 20 of the printed document are
being transmitted in a format which cannot be processed by Edgar. A paper
copy of the proxy statement containing these graphs will be mailed to
registrant's branch chief. The Graph titled 'Comparison of Cumulative
Total Return on $100 Invested in Ralston Purina Company Common Stock on
September 30, 1991 vs. S & P 500 and S & P Food Indices' depicts the
following returns:
<TABLE>
<CAPTION>
<S><C><C>
70
Measurement Point Ralston S & P 500 S & P Food Index
- ----------------- ------- --------- ----------------
71
<S> <C> <C> <C>
72
9/30/91 $100.00 $100.00 $100.00
9/30/92 93.12 110.92 112.13
9/30/93 85.49 125.31 101.32
9/30/94 116.06 129.92 112.28
9/30/95 165.21 168.56 139.36
9/30/96 199.23 202.84 172.18
73
</TABLE>
The Graph titled "Comparison of Cumulative Total Return on $100 Invested in
Ralston - RPG Group and Ralston - CBG Group Common Stocks from August 2, 1993
through May 15, 1995 vs. S & P 500 and Competitor Indices" depicts the following
returns:
<TABLE>
<CAPTION>
<S><C><C>
74
Measurement
Point RPG CBG S&P 500 S&P Food Bakery Index
- ----------------- ------- --------- ---------------- ------------- ---------------
75
<S> <C> <C> <C> <C> <C>
76
8/2/93 $100.00 $100.00 $100.00 $100.00 $100.00
9/30/93 102.74 121.44 102.99 105.21 109.75
9/30/94 144.03 69.39 106.78 116.59 96.05
5/15/95 172.88 55.20 123.91 133.91 100.54
77
</TABLE>
78
