<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1995
Commission File Number 1-4582
RALSTON PURINA COMPANY
SAVINGS INVESTMENT PLAN
RALSTON PURINA COMPANY
CHECKERBOARD SQUARE
ST. LOUIS, MISSOURI 63164
<PAGE> 2
<TABLE>
RALSTON PURINA COMPANY SAVINGS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1995
(Dollars in Thousands)
<CAPTION>
ESOP Ralcorp
Preferred RAL CBG Common Equity Fixed
Stock Stock Stock Stock Index Income
Fund Fund Fund Fund Fund Fund
--------- -------- ------ ------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair value
Short-term investments $ 27,397 $ 16 $ 4 $ 25
Shares in registered
investment company 1,347 174 $32,990 34,071
Common stock-RAL Stock 68,902
Preferred stock
Allocated 211,367
Unallocated 222,890
Insurance company contracts 18,580
Notes receivable from
participants
--------- -------- ------ ------- -------- --------
Total Investments 463,001 69,092 - - 32,994 52,676
Receivables
Interest and dividends
receivable 21 192
Due from Ralston Purina Co. 5,590
--------- -------- ------ ------- -------- --------
Total Receivables 21 - - - - 5,782
--------- -------- ------ ------- -------- --------
Total Assets 463,022 69,092 - - 32,994 58,458
--------- -------- ------ ------- -------- --------
Liabilities
Current maturities of
notes payable 64,652
Distributions payable 33 16 4 25
Accrued plan expenses 20
Notes payable 99,350
Interest payable 6,765
--------- -------- ------ ------- -------- --------
Total Liabilities 170,800 36 - - 4 25
--------- -------- ------ ------- -------- --------
Net Assets Available for
Plan Benefits $292,222 $69,056 $ - $ - $32,990 $58,433
========= ======== ====== ======= ======== ========
<CAPTION>
U. S. Partici- Aggres- Growth Inter-
Gov't pant sive and national
Money Loan Balanced Growth Income Growth
Market Fund Fund Fund Fund Fund Total
-------- -------- -------- ------- -------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair value
Short-term investments $ 27,442
Shares in registered
investment company $11,668 $15,599 $5,477 $10,564 $8,315 120,205
Common stock-RAL Stock 68,902
Preferred stock
Allocated 211,367
Unallocated 222,890
Insurance company contracts 18,580
Notes receivable from
participants $24,297 24,297
-------- -------- -------- ------- -------- ------- ---------
Total Investments 11,668 24,297 15,599 5,477 10,564 8,315 693,683
Receivables
Interest and dividends
receivable 213
Due from Ralston Purina Co. 5,590
-------- -------- -------- ------- -------- ------- ---------
Total Receivables - - - - - - 5,803
-------- -------- -------- ------- -------- ------- ---------
Total Assets 11,668 24,297 15,599 5,477 10,564 8,315 699,486
-------- -------- -------- ------- -------- ------- ---------
Liabilities
Current maturities of
notes payable 64,652
Distributions payable 78
Accrued plan expenses 20
Notes payable 99,350
Interest payable 6,765
-------- -------- -------- ------- -------- ------- ---------
Total Liabilities - - - - - - 170,865
-------- -------- -------- ------- -------- ------- ---------
Net Assets Available for
Plan Benefits $11,668 $24,297 $15,599 $5,477 $10,564 $8,315 $528,621
======== ======== ======== ======= ======== ======= =========
See Notes to Financial Statements.
</TABLE>
<PAGE> 3
<TABLE>
RALSTON PURINA COMPANY SAVINGS INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
For the Year Ended DECEMBER 31,1995
(Dollars in Thousands)
<CAPTION>
ESOP Ralcorp
Preferred RAL CBG Common Equity Fixed
Stock Stock Stock Stock Index Income
Fund Fund Fund Fund Fund Fund
--------- -------- -------- -------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Additions to Net Assets
Attributed To:
Investment income
Interest $ 40 $ 4,720
Dividends 27,884 $ 1,485 $ 806
Net appreciation
(depreciation) in fair
value of investments 99,142 22,367 $ 324 $ 563 9,283 1,102
--------- -------- -------- -------- ------- ---------
127,066 23,852 324 563 10,089 5,822
Contributions
Employer 15,858 233 14 220 390
Employee 21,414 1,964 44 11 1,794 2,616
--------- -------- -------- -------- ------- ---------
37,272 2,197 58 11 2,014 3,006
--------- -------- -------- -------- ------- ---------
Total Additions 164,338 26,049 382 574 12,103 8,828
--------- -------- -------- -------- ------- ---------
Deductions From Net
Assets Attributed To:
Benefits paid 14,494 5,536 66 212 2,125 8,041
ESOP interest expense 16,970
Administrative expenses 117 20 7 19
--------- -------- -------- -------- ------- ---------
Total Deductions 31,581 5,556 66 212 2,132 8,060
--------- -------- -------- -------- ------- ---------
Stock fund transfers (2,293) 2,293
Transfers due to spin-
off, net 56,553 18,739 7,626 26,363
--------- -------- -------- -------- ------- ---------
Total Transfers 56,553 16,446 2,293 0 7,626 26,363
--------- -------- -------- -------- ------- ---------
Net Increase (Decrease)
Prior to Interfund
Transfers 76,204 4,047 (1,977) 362 2,345 (25,595)
Interfund Transfers (8,410) 3,371 (462) (7,504) 2,166 1,432
--------- -------- -------- -------- ------- ---------
Net Increase (Decrease) 67,794 7,418 (2,439) (7,142) 4,511 (24,163)
Net Assets Available for
Plan Benefits
Beginning of year 224,428 61,638 2,439 7,142 28,479 82,596
--------- -------- -------- -------- ------- ---------
End of year $292,222 $69,056 $ - $ - $32,990 $ 58,433
========= ======== ======== ======== ======= =========
<CAPTION>
U. S. Partici- Aggres- Growth Inter-
Gov't pant sive and national
Money Loan Balanced Growth Income Growth
Market Fund Fund Fund Fund Fund Total
-------- -------- ------- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to Net Assets
Attributed To:
Investment income
Interest $ 616 $ 2,253 $ 7,629
Dividends $ 754 $ 421 $ 609 $ 219 32,178
Net appreciation
(depreciation) in fair
value of investments 3,024 692 2,209 948 139,654
-------- -------- ------- ------ ------- ------- --------
616 2,253 3,778 1,113 2,818 1,167 179,461
Contributions
Employer 417 527 113 263 153 18,188
Employee 799 15 1,343 670 994 801 32,465
-------- -------- ------- ------ ------- ------- --------
1,216 15 1,870 783 1,257 954 50,653
-------- -------- ------- ------ ------- ------- --------
Total Additions 1,832 2,268 5,648 1,896 4,075 2,121 230,114
-------- -------- ------- ------ ------- ------- --------
Deductions From Net
Assets Attributed To:
Benefits paid 1,166 1,923 917 302 566 440 35,788
ESOP interest expense 16,970
Administrative expenses 5 5 2 2 2 179
-------- -------- ------- ------ ------- ------- --------
Total Deductions 1,171 1,923 922 304 568 442 52,937
-------- -------- ------- ------ ------- ------- --------
Stock fund transfers -
Transfers due to spin-
off, net 2,669 10,206 1,707 773 1,614 1,049 127,299
-------- -------- ------- ------ ------- ------- --------
Total Transfers 2,669 10,206 1,707 773 1,614 1,049 127,299
-------- -------- ------- ------ ------- ------- --------
Net Increase (Decrease)
Prior to Interfund
Transfers (2,008) (9,861) 3,019 819 1,893 630 49,878
Interfund Transfers 4,920 531 1,294 914 1,418 330 -
-------- -------- ------- ------ ------- ------- --------
Net Increase (Decrease) 2,912 (9,330) 4,313 1,733 3,311 960 49,878
Net Assets Available for
Plan Benefits
Beginning of year 8,756 33,627 11,286 3,744 7,253 7,355 478,743
-------- -------- ------- ------ ------- ------- --------
End of year $11,668 $24,297 $15,599 $5,477 $10,564 $ 8,315 $528,621
======== ======== ======= ====== ======= ======= ========
See Notes to Financial Statements.
</TABLE>
<PAGE> 4
<TABLE>
RALSTON PURINA COMPANY SAVINGS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
December 31, 1994
(Dollars in Thousands)
<CAPTION>
ESOP Ralcorp
Preferred RAL CBG Common Equity Fixed
Stock Stock Stock Stock Index Income
Fund Fund Fund Fund Fund Fund
---------- ---------- --------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair value
Short-term investments $ 36,967 $ 16 $ 4 $ 24
Shares in registered
investment company 2,154 83 $ 54 $ 101 28,483 29,376
Common stock
RAL stock 61,542
CBG Stock 2,384
Ralcorp common stock 7,042
Preferred stock
Allocated 222,261
Unallocated 247,400
Insurance company
contracts 47,423
Notes receivable from
participants
---------- ---------- --------- --------- ---------- ----------
Total Investments 508,782 61,641 2,438 7,143 28,487 76,823
Receivables
Interest and dividends
receivable 12 412
Due from Ralston Purina Co. 5,386
---------- ---------- --------- --------- ---------- ----------
Total Receivables 12 - - - - 5,798
---------- ---------- --------- --------- ---------- ----------
Total Assets 508,794 61,641 2,438 7,143 28,487 82,621
---------- ---------- --------- --------- ---------- ----------
Liabilities
Current maturities of
notes payable 80,235
Distributions payable 31 16 4 24
Transfers due to (from)
other funds (23) (1)
Accrued plan expenses 10 1 4 1
Notes payable 192,836
Interest payable 11,264
---------- ---------- --------- --------- ---------- ----------
Total Liabilities 284,366 3 (1) 1 8 25
---------- ---------- --------- --------- ---------- ----------
Net Assets Available for
Plan Benefits $ 224,428 $ 61,638 $ 2,439 $ 7,142 $ 28,479 $ 82,596
========== ========== ========= ========= ========== ==========
<CAPTION>
U. S. Partici- Aggres- Growth Inter-
Gov't pant sive and national
Money Loan Balanced Growth Income Growth
Market Fund Fund Fund Fund Fund Total
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair value
Short-term investments $ 37,011
Shares in registered
investment company $ 8,758 $ 11,287 $ 3,744 $ 7,251 $ 7,354 98,645
Common stock
RAL Stock 61,542
CBG Stock 2,384
Ralcorp common stock 7,042
Preferred stock
Allocated 222,261
Unallocated 247,400
Insurance company
contracts 47,423
Notes receivable from
participants $ 33,655 33,655
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Investments 8,758 33,655 11,287 3,744 7,251 7,354 757,363
Receivables
Interest and dividends
receivable 424
Due from Ralston Purina Co. 5,386
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Receivables - - - - - - 5,810
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Assets 8,758 33,655 11,287 3,744 7,251 7,354 763,173
---------- ---------- ---------- ---------- ---------- ---------- ----------
Liabilities
Current maturities of
notes payable 80,235
Distributions payable 75
Transfers due to (from)
other funds 28 (2) (2) -
Accrued plan expenses 2 1 1 20
Notes payable 192,836
Interest payable 11,264
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Liabilities 2 28 1 - (2) (1) 284,430
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net Assets Available for
Plan Benefits $ 8,756 $ 33,627 $ 11,286 $ 3,744 $ 7,253 $ 7,355 $ 478,743
========== ========== ========== ========== ========== ========== ==========
See Notes to Financial Statements.
</TABLE>
<PAGE> 5
RALSTON PURINA COMPANY
----------------------
SAVINGS INVESTMENT PLAN
-----------------------
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - Description of the Plan
- --------------------------------
The following is a summary description of the Ralston Purina Company Savings
Investment Plan (the Plan) and provides only general information.
Participants should refer to the Plan document for a more complete
description of the Plan's provisions.
PLAN PURPOSE - The Plan is a defined-contribution pension plan and was
established for the purpose of enabling employees to enhance their long-range
financial security through regular savings with the benefit of Ralston Purina
Company (the Company) matching contributions.
The Plan is subject to certain provisions of the Employee Retirement Income
Security Act of 1974, as amended (ERISA). However, benefits under the Plan
are not eligible for plan termination insurance provided by the Pension
Benefit Guaranty Corporation under Title IV of ERISA.
PLAN PARTICIPATION - Participation in the Plan is open to substantially all
regular sales, administrative, clerical and production employees of the
Company and its designated subsidiaries who have one year of credited
service. Effective March 1, 1995, the one year of credited service
requirement is waived for participant contributions; however, one year of
credited service is still required in order to receive the Company matching
contribution. The leveraged employee stock ownership plan (ESOP) provision
was available for participation beginning February 1, 1989, following the
creation of the ESOP Preferred Stock Fund.
PLAN CONTRIBUTIONS - Subject to certain limits imposed by the Internal
Revenue Service (IRS), participants may make basic contributions of 2% to 12%
of their compensation, in 1% increments, on a pre-tax basis. For employees
first hired before July 1, 1993, basic contributions not exceeding 6% of the
participant's compensation will be matched 100% by the Company. This match
may be modified at the discretion of the Company. For employees hired after
July 1, 1993, after one year of service, the Company will match such basic
contribution by initially contributing 20% of the maximum Company match,
increasing in 20% increments for each additional year of service up to a
maximum of 100% of the maximum Company match after five years of service.
Employee contributions vest immediately while Company matching contributions
vest over a period of four years at a rate of 25% per year for each year of
Company service.
Participants may also, subject to the IRS limitations, make supplemental,
unmatched contributions of 1% to 10% of their compensation, in 1% increments.
Such contributions are made on an after-tax basis and are immediately vested.
Participant contributions, both pre-tax and after-tax, may not exceed 15% of
their compensation. The Company has imposed on highly compensated employees a
pre-tax contribution limit of 10% and a supplemental contribution limit of 4%.
PLAN INVESTMENTS - Beginning February 1, 1989, the participants' basic
contribution of up to 6% of compensation and the Company matching
contributions thereon are invested solely in the ESOP Preferred
<PAGE> 6
Stock Fund. The ESOP Preferred Stock Fund invests exclusively in Series A 6.75%
ESOP Convertible Preferred Stock of the Company (Preferred Stock).
Basic contributions in excess of 6% and supplemental contributions are
invested by the Trustee in the investment funds offered by the Plan and
selected by the participant. The funds available are listed on the face of
the financial statements. Participants can allocate the investment of these
contributions to any of the investment funds maintained pursuant to the Plan
except the ESOP Preferred Stock Fund and the Participant Loan Fund.
PLAN WITHDRAWALS, LOANS AND FORFEITURES - Plan withdrawals may be made prior
to termination or retirement for cases of financial hardship or at the age of
59 1/2. Hardship distributions are limited to the amount required to meet
the need created by the hardship and are made at the discretion of the Plan
administrator.
Loans are available subject to the provisions of the Plan. Loans are limited
to the lesser of $50,000 or 50% of the vested amount in the participant's
account, reduced by any excess of the highest outstanding loan balance during
a twelve month period over the outstanding loan balance on the date of the
loan. A note in the amount of the loan must be delivered to the Trustee,
and, in the event of the participant's termination, the unpaid balance and
accrued interest become due immediately and payable in full.
Upon the participant's termination of employment, any Company matching
contribution and the earnings thereon which are not vested will be forfeited,
but will be restored if the participant again becomes an eligible employee
within five years after termination. Forfeitures, net of amounts restored,
are applied to reduce future Company contributions required under the Plan.
Forfeitures were $214,000 and $231,000 for the years ended December 31, 1995
and 1994, respectively.
PLAN ADMINISTRATION - The Plan is administered by the Company. Management of
the Plan assets is under the direction of Ralston's Employee Benefit Asset
Investment Committee (EBAIC). Members of the EBAIC are Company employees and
are appointed by the Company's Chairman of the Board and Chief Executive
Officer. Vanguard Fiduciary Trust Company is Trustee of the majority of the
funds and assets of the Plan. Boatmen's Trust Company, however, serves as
Trustee of the ESOP Preferred Stock Fund and certain other assets. As
Trustees, Vanguard Fiduciary Trust Company and Boatmen's Trust Company have
the authority to hold, manage and protect the assets of the Plan in
accordance with the provisions of the Plan and their respective Trust
Agreements.
PLAN TERMINATION - The Company may by action of its Board of Directors
terminate the Plan with respect to all participating companies. In case of
such termination, participants shall be fully vested in Company matching
contributions credited to their accounts and, subject to plan provisions and
applicable law, the total amount in each participant's account shall be
distributed to the participant or for the participant's benefit.
NOTE 2 - Summary of Significant Accounting Policies
- ---------------------------------------------------
The significant accounting policies followed by the Plan are described below:
<PAGE> 7
BASIS OF ACCOUNTING - The financial statements of the Plan are prepared using
the accrual basis of accounting such that income and related assets, and
expenses and related liabilities are recognized in the plan year to which
they relate.
INVESTMENTS - Investments are recorded at fair market value, based on closing
prices on the last business day of the Plan year, or contract value.
Realized gains and losses are determined using the average cost method.
Interest income is recognized as earned and dividend income is recognized on
the date of record.
Investments with insurance companies are all benefit-responsive investment
contracts reported at contract value, which approximates fair value.
Contract value represents contributions made under the contract, plus
earnings, less Plan withdrawals and administrative expenses. The average
yield and average interest rate for the investment contracts, except the
Executive Life Contract which is discussed in Note 6, is 6.78% and 7.56% for
the years ended December 31, 1995, and 1994, respectively.
BENEFIT PAYMENTS - Benefits are recorded when paid.
NOTE 3 - Employee Stock Ownership Plan (ESOP) Provision
- -------------------------------------------------------
The Company has authorized shares of Preferred Stock to be held by the
Ralston Purina Collective Trust for Savings Investment Plans (ESOT). The
ESOP Stock assets of the Plan are held in the ESOT. The shares are
convertible into Company common stock (RAL Stock) and have a guaranteed
minimum value of $110.83 per share. In accordance with provisions of the
Certificate of Designation of the ESOP Preferred Stock, one share of
Preferred Stock is convertible into 2.29 shares of RAL Stock. As of May 15,
1995, each outstanding share of Ralston - Continental Baking Group Common
Stock (CBG Stock) was converted into .0886 shares of RAL Stock which remains
the Company's sole outstanding class of common stock. As a result, the
conversion rate was changed to 2.29 shares of RAL Stock for each share of
Preferred Stock (from 2.255 shares of RAL Stock and .4 shares of CBG Stock).
During the year, the Company redeemed shares of its Preferred Stock to meet
ongoing share redemption requirements of the ESOP and 3,040,189 shares of
Preferred Stock, of the 4,600,000 authorized, remain issued and outstanding
as of December 31, 1995.
Financing for the purchase of the Preferred Stock was provided from the
proceeds of a $500 million 8.25% fixed rate, 10-year private placement issue
(ESOP Notes) by the ESOT. Semi-annual payments of $36.9 million were payable
June 30 and December 31 by the ESOT using the first 6% of employee basic
contributions and Company matching contributions made to the Plan. As
further discussed in Note 4, a share of the ESOP debt was transferred to
another plan which caused a reduction in the SIP Plan semi-annual payments to
$27.5 million beginning December 31, 1995. Payment of principal and interest
on the ESOP Notes is unconditionally guaranteed by the Company.
Shares of Preferred Stock are allocated to individual participants' accounts
based on the total amount of basic matched and Company matching contributions
divided by the guaranteed minimum value of the Preferred Stock. Dividends
paid by the Company on the Preferred Stock that have been credited to
<PAGE> 8
participants' accounts may be used by the Plan to repay the ESOP Notes, and,
if so, additional shares, equal in value to the dividends credited, will be
allocated to the individual participants' accounts. If it is not necessary
to use the dividends to repay the notes, the dividends are paid directly, in
cash, to the individual participants.
NOTE 4 - Continental Baking Company Sale and Ralcorp Spin-off
- -------------------------------------------------------------
On May 15, 1995, each outstanding share of CBG Stock was exchanged for .0886
shares of RAL Stock and the CBG Stock Fund was no longer an investment option
in the Plan. Effective July 22, 1995, the Company sold its CBC subsidiary.
Additionally, ESOP Stock account balances relating to CBC participants, a
portion of the ESOP debt and unallocated shares of ESOP Stock were
transferred to a newly created Employee Stock Ownership Plan for Continental
Baking Company Employees (CBC ESOP Plan). Non-ESOP fund balances relating
to CBC participants were transferred to the buyer of CBC. These transactions
are reported on the Statement of Changes in Net Assets Available for Plan
Benefits as an asset transfer of $127.3 million.
As a result of the CBG Stock exchange, the conversion rate of Preferred Stock
was changed from 2.255 shares of RAL Stock and .4 shares of CBG Stock to 2.29
shares of RAL Stock for each share of Preferred Stock.
On March 31, 1994, the Company effected a spin-off of the Human Foods
Divisions and Ski Operations (Ralcorp Holdings, Inc.). The effect on the
Plan included primarily the transfer of the Ralcorp participants' plan assets
to the Ralcorp Savings Investment Plan and the creation of a new stock fund
(Ralcorp Common Stock Fund) in the Ralston Purina Company Savings Investment
Plan. The new fund was created to account for the issue of Ralcorp shares to
participants in the RAL Stock Fund at the time of the spin-off.
Plan participants had up to one year to transfer investments out of the
Ralcorp Common Stock Fund and into other available investment funds. The
Ralcorp Common Stock Fund was eliminated as of March 31, 1995, and any assets
remaining in that fund were transferred to the U.S. Government Money Market
Fund.
As a result of the spin-off, the conversion rate of Preferred Stock was
changed from 2.001 to 2.255 shares of RAL Stock for each share of Preferred
Stock. At that time the Preferred Stock was also convertible into .4 shares
of CBG Stock, which rate remained unaffected by the spin-off.
NOTE 5 - Investments
- --------------------
Attachments I and II summarize the costs, fair values and changes in fair
values of Plan investments.
NOTE 6 - Executive Life Guaranteed Investment Contracts
- -------------------------------------------------------
<PAGE> 9
Executive Life Insurance Company (Executive Life), an insurance company in
which the Plan invested in two guaranteed investment contracts (GIC's), was
placed in conservatorship in 1991, and the GIC's were frozen at their April
11, 1991 valuation. Subsequently, Executive Life's net assets were
transferred to Aurora National Life Assurance Company (Aurora).
The EBAIC directed the Trustee to opt out of Aurora's
rehabilitation/liquidation plan and it is currently estimated that the Fixed
Income Fund will receive approximately $11.8 million, or 84.5% of the $14
million claim for the two GIC's. The Company has communicated to employees
that it will protect the Fixed Income Fund from losses solely with respect to
the Executive Life GIC's. The contracts have been revalued to their net
realizable values with the resulting difference reflected as Due From Ralston
Purina Company in the Statement of Net Assets Available for Plan Benefits.
As of December 31, 1995, $11.4 million has been received from Aurora against
this claim and the Company has contributed approximately $.3 million to the
Fixed Income Fund.
As of December 31, 1995 and 1994, the Executive Life GIC's represent
approximately $.4 million and $3.5 million of the total $18.6 million and
$47.4 million of insurance company contracts within the Fixed Income Fund.
The $.4 million balance does not include the Trust's interest receivable from
the Company of $3.4 million. The interest receivable represents the portion
of the Executive Life interest that would have accrued on the contracts, less
the Company advances and accrued interest on these advances. In accordance
with the prohibited transaction exemption, as granted by the U.S. Department
of Labor, and closing agreement with the IRS, these two contracts are treated
as if they carry a floating interest rate which is reset quarterly based on
the average yield-to-maturity of the current 2- and 3-Year Treasury notes,
plus .32%. The applicable rate at December 31, 1995 was 6.1%.
NOTE 7 - Income Tax Status
- --------------------------
The Plan has received a determination from the IRS that the Plan constitutes
a qualified plan and that the trust is exempt from income tax under the
Internal Revenue Code of 1986, as amended. Participants' basic
contributions, Company matching contributions and earnings of plan
investments are not subject to federal income tax until distributed from the
Plan. Supplemental contributions are made from a participant's after-tax
compensation. Earnings related to these supplemental contributions are not,
however, subject to federal income tax as long as they remain in the Plan.
<PAGE> 10
<TABLE>
ATTACHMENT I
RALSTON PURINA COMPANY SAVINGS INVESTMENT PLAN
EIN 43-0470580 PLAN NO. 140
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
($000's except for share data)
<CAPTION>
December 31, 1995 December 31, 1994
----------------------------------- -------------------------------------
Number of Fair Number of Fair
Description of Investment Shares/Units Cost Value Shares/Units Cost Value
----------------------------------------------------------------------------- -------------------------------------
<S> <C> <C> <C> <C> <C> <C>
<F**>Boatmen's Trust Company
Employee Benefits Short-Term Fund 27,364,296 $ 27,364 $ 27,364<F*> 36,936,495 $ 36,937 $ 36,937<F*>
Centerland Short-Term Investment Fund 78,353 78 78 74,460 74 74
------------------------- -----------------------
Total Short-Term Investments 27,442 27,442 37,011 37,011
<F**>Vanguard Money Market Reserve Fund -
Prime Portfolio 17,498,030 17,498 17,498 2,393,780 2,394 2,394
<F**>Vanguard Short-Term Corporate Bond Fund 1,122,867 11,562 11,566 2,298,410 20,885 23,673
<F**>Vanguard Index Trust - 500 Portfolio 572,738 24,332 32,990<F*> 662,854 26,643 28,483<F*>
<F**>Vanguard Money Market Reserve Fund -
Federal Portfolio 11,668,212 11,668 11,668 8,758,130 8,758 8,758
<F**>Vanguard Wellington Fund 638,515 13,422 15,599 582,078 11,811 11,287
<F**>Vanguard Explorer Fund 109,650 5,127 5,477 87,341 3,946 3,744
<F**>Vanguard Windsor II Fund 511,304 9,241 10,564 458,339 7,877 7,251
<F**>Vanguard International Growth Portfolio 553,617 7,393 8,315 547,548 7,070 7,354
<F**>Vanguard Investment Contract Trust Fund 6,528,149 6,528 6,528 5,702,613 5,702 5,701
------------------------- -----------------------
Total Investment in Shares
in Registered Investment Company 106,771 120,205 95,086 98,645
<F**>Ralston Purina Company Common Stock 1,104,636 45,897 68,902<F*> 1,379,081 55,836 61,542<F*>
<F**>Continental Baking Group Common Stock 635,856 4,050 2,384
<F**>Ralcorp Holdings, Inc. Common Stock 316,502 5,071 7,042
------------------------- -----------------------
Total Investment in Common Stock 45,897 68,902 64,957 70,968
<F**>Ralston Purina Co. Series A
ESOP Convertible Preferred Stock 3,040,189 336,944 434,257<F*> 4,237,667 469,661 469,661<F*>
American Inter Life Insurance Contract
Separate Account 4,224 4,224 6,389 6,389
Cigna Insurance Contract Separate
Account - - 9,378 9,378
Hartford Insurance Contract Separate
Account 5,808 5,808 8,225 8,225
Metropolitan Insurance Contract
Separate Account 2,413 2,413 3,441 3,441
New York Life Insurance Contract
Separate Account 988 988 5,006 5,006
Principal Insurance Contract
Separate Account 995 995 4,669 4,669
Provident Insurance Contract
Separate Account 3,724 3,724 6,850 6,850
Executive Life Insurance Contract
Separate Account 428 428 3,465 3,465
------------------------- -----------------------
Total Insurance Company Contracts 18,580 18,580 47,423 47,423
Notes Receivable from Participants
(7% to 9.75% interest) 24,297 24,297 33,655 33,655<F*>
------------------------- -----------------------
$ 559,931 $ 693,683 $747,793 $757,363
========================= =======================
<FN>
<F*> Investment represents 5% or more of the Plan's net assets at the beginning of the Plan year
<F**>Investment represents allowable transaction with a party-in-interest
</TABLE>
<PAGE> 11
<TABLE>
ATTACHMENT II
RALSTON PURINA COMPANY SAVINGS INVESTMENT PLAN
NET CHANGE IN FAIR VALUE OF INVESTMENTS
FOR THE YEAR ENDED DECEMBER 31, 1995
(000's)
<S> <C>
Investment in Shares in Registered Investment Company $ 17,258
Investment in Common Stock 122,396
------------
Net Change in Fair Value $139,654
============
</TABLE>
<PAGE> 12
REPORT OF INDEPENDENT ACCOUNTANTS
May 24, 1996
To the Participants and the Plan
Administrator of the Ralston Purina
Company Savings Investment Plan
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statement of changes in net assets available for
plan benefits present fairly, in all material respects, the net assets
available for plan benefits of the Ralston Purina Company Savings Investment
Plan at December 31, 1995 and 1994, and the changes in net assets available
for plan benefits for the year ended December 31, 1995, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Plan Administrator; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by the Plan
Administrator, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion
expressed above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Attachments I and II is presented for purposes of additional analysis and is
not a required part of the basic financial statements but is additional
information required by ERISA. The Fund Information in the statement of net
assets and the statement of changes in net assets available for benefits is
presented for purposes of additional analysis rather than to present the net
assets available for plan benefits and changes in net assets available for
plan benefit of each fund. The additional information and Fund Information
have been subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
PRICE WATERHOUSE
----------------
PRICE WATERHOUSE
One Boatmen's Plaza
St. Louis, Missouri
63101
<PAGE> 13
Pursuant to the requirements of the Securities Exchange Act of 1934, Ralston
Purina Company as Plan Administrator of the Savings Investment Plan, has duly
caused this annual report to be signed by the undersigned thereunto duly
authorized.
RALSTON PURINA COMPANY
By: C. S. Sommer, Vice President
and Director, Administration
Ralston Purina Company
June 28, 1996
<PAGE> 14
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibits
- --------
<C> <S>
23 Consent of Independent Accountants
(provided electronically)
</TABLE>
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Company's Registration Statements on Form S-8 (Nos. 2-96616,
33-677, 2-83297, 33-17875, 33-25396, 33-25674, 33-19911, 333-02033)
of our report dated May 24, 1996 appearing on page 14 of the
Ralston Purina Company Savings Investment Plan's Annual Report on
Form 11-K for the year ended December 31, 1995.
PRICE WATERHOUSE
St. Louis, Missouri
June 28, 1996
