SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: December 3, 1997
RALSTON PURINA COMPANY
-----------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
MISSOURI 1-4582 No. 43-0470580
----------------------------------------------------------------------------
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation
CHECKERBOARD SQUARE, ST. LOUIS, MISSOURI 63164
- ----------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(314)982-1000
------------------------
(Registrant's Telephone Number, including area code)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On December 3, 1997, Ralston Purina Company (the "Company") and its
indirectly wholly owned subsidiary, Protein Technologies International
Holdings, Inc. ("PTIHI"), a Delaware corporation, transferred, through a
series of mergers and exchanges, ownership of its international soy protein
technologies business ("Soy Protein Products"), as conducted by various
subsidiaries of PTIHI throughout the world, to E.I. du Pont de Nemours and
Company ("DuPont"), a Delaware corporation. The aggregate consideration
received for such transfer was 22,500,000 shares of common stock of DuPont
and the assumption of outstanding indebtedness of such operating subsidiaries.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(b) Unaudited Pro Forma Consolidated Financial Statements of the Company
at, or for the year ended, September 30, 1997.
RALSTON PURINA COMPANY
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The historical consolidated financial statements of the Company reflect the
Company's Soy Protein Products segment as a discontinued operation.
The pro forma consolidated statement of earnings for the year ended September
30, 1997 is prepared assuming that the sale of the Soy Protein Products
segment had occurred as of October 1, 1996. The pro forma consolidated
balance sheet as of September 30, 1997 is prepared assuming that the sale had
occurred as of that date. The Company will record a gain on the sale in its
first quarter of fiscal 1998, which will differ from the change in equity
reflected on the September 30, 1997, Pro Forma Consolidated Balance Sheet.
Pro forma financial statements have been prepared by adjusting the historical
statements for the effect of revenues, expenses, assets and liabilities, which
have been reflected as discontinued operations in the September 30, 1997
historical financial statements, and the recapitalization which is assumed to
have occurred had the sale been effected as of the dates indicated. These pro
forma financial statements may not necessarily reflect the consolidated
results of operations or financial position that would have existed had the
sale occurred on the dates indicated.
<PAGE>
<TABLE>
<CAPTION>
RALSTON PURINA COMPANY
PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
YEAR ENDED SEPTEMBER 30, 1997
(Dollars in millions except per share data)
AS PRO FORMA
REPORTED ADJUSTMENTS PRO FORMA
<S> <C> <C> <C>
Net Sales $4,486.8 $4,486.8
Costs and Expenses
Cost of products sold 2,281.9 2,281.9
Selling, general and administrative 918.6 918.6
Advertising and promotion 646.6 646.6
Interest 174.3 (6.3)(a) 168.0
Provisions for restructuring 111.4 111.4
Gain on sale of IBC stock (23.2) (23.2)
Other income/expense, net (7.7) (27.0)(b) (34.7)
--------- --------- -------
4,101.9 (33.3) 4,068.6
Earnings from Continuing Operations before Income Taxes,
Equity Earnings and Extraordinary Item 384.9 33.3 418.2
Income Taxes (70.0) (5.3)(c) (75.3)
--------- --------- -------
Earnings from Continuing Operations before Equity Earnings
and Extraordinary Item 314.9 28.0 342.9
Equity Earnings, Net of Taxes 34.0 34.0
--------- --------- -------
Earnings from Continuing Operations before Extraordinary Item $ 348.9(d) $ 28.0 $376.9
========= ========= =======
Earnings Per Share from Continuing Operations
Primary $ 3.29 $ 3.56
Fully Diluted $ 3.13 $ 3.38
Average Shares Outstanding Used for Earnings Per Share Computation
Primary 102.1 102.1
Fully Diluted 110.6 110.6
</TABLE>
(a) To reflect reduction of interest expense at an average rate of 5.5%
assuming debt repayment of $115 by the Company from cash proceeds.
(b) To reflect dividend income on 22.5 million shares of DuPont stock.
(c) To reflect the tax effect of the above pro forma adjustments.
(d) In fiscal 1997, earnings from continuing operations before unusual items
were $335.4, or $3.16 and $3.01 per primary and fully diluted share,
respectively.
<PAGE>
<TABLE>
<CAPTION>
RALSTON PURINA COMPANY
PRO FORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1997
(Dollars in millions except per share data)
AS PRO FORMA
REPORTED ADJUSTMENTS PRO FORMA
-------- ----------- ---------
<S> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 109.1 $ 109.1
Receivables, less allowance for doubtful accounts 675.2 675.2
Inventories 604.8 604.8
Other current assets 116.4 116.4
--------- ---------
Total Current Assets 1,505.5 - 1,505.5
Investments and Other Assets 1,530.3 1,383.7(a) 2,914.0
Investment in Discontinued Operations 592.3 (348.3)(b) 244.0
Property at Cost 2,160.6 2,160.6
Accumulated depreciation 1,046.9 1,046.9
--------- ---------
Net Property 1,113.7 - 1,113.7
Total $4,741.8 $1,035.4 $ 5,777.2
========= ========= =========
LIABILITIES AND SHAREHOLDERS EQUITY
Current Liabilities
Current maturities of long-term debt $ 106.2 $ 106.2
Notes payable 340.3 (115.0)(c) 225.3
Accounts payable and accrued liabilities 769.3 769.3
--------- ---------
Total Current Liabilities 1,215.8 (115.0) 1,100.8
Long-term Debt 1,860.4 1,860.4
Deferred Income Taxes - 420.0(d) 420.0
Other Liabilities 507.4 507.4
Redeemable Preferred Stock 304.9 304.9
Unearned ESOP Compensation (63.8) (63.8)
Shareholders Equity 917.1 730.4 1,647.5
--------- --------- ---------
Total $4,741.8 $1,035.4 $ 5,777.2
========= ========= =========
</TABLE>
(a) To record the Company's 22.5 million share investment in DuPont.
(b) To eliminate the Company's investment in the Discontinued Operations of
the Soy Protein Products segment.
(c) To reflect assumption of debt and expenses related to the transaction.
(d) To reflect deferred taxes as a result of the transaction.
<PAGE>
(c) Exhibits.
2. Agreement and Plan of Merger and Exchange by and among E.I du Pont
de Nemours and Company, Ralston Purina Company, Protein Technologies
International Holdings, Inc. and the other parties named therein, dated as of
December 2, 1997, is hereby incorporated by reference to the Registrant's Form
10-K for the fiscal year ended September 30, 1997.
SIGNATURES:
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RALSTON PURINA COMPANY
By: James R. Elsesser
---------------------------
James R. Elsesser
Vice President and
Chief Financial Officer
Dated: December 18, 1997
