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, 1996
Commission File Number 1-4582
RALSTON PURINA COMPANY
SAVINGS INVESTMENT PLAN
RALSTON PURINA COMPANY
CHECKERBOARD SQUARE
ST. LOUIS, MISSOURI 63164
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RALSTON PURINA COMPANY SAVINGS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1996
(DOLLARS IN THOUSANDS)
ESOP U.S.
Preferred RAL Equity Fixed Government Participant Aggressive
Stock Stock Index Income Money Loan Balanced Growth
Fund Fund Fund Fund Market Fund Fund Fund
---------- ------- ------- ------- ----------- ------------ ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
INVESTMENTS, AT FAIR VALUE
Shares in registered
investment company $ 295 $ 411 $45,753 $19,833 $ 15,485 $ 22,160 $ 8,543
Common stock - RAL Stock 81,313
Preferred stock
Allocated 330,998
Unallocated 150,624
Notes receivable from participants $ 27,195
---------- ------- ------- ------- ----------- ------------ ----------- -------
TOTAL INVESTMENTS 481,917 81,724 45,753 19,833 15,485 27,195 22,160 8,543
INSURANCE COMPANY CONTRACTS 34,651
RECEIVABLES
Interest and dividends receivable 21 276
Due from Ralston Purina Company 4,840
------- ------- ------- ----------- ------------ ----------- -------------
TOTAL RECEIVABLES 21 - - 5,116 - - - -
TOTAL ASSETS 481,938 81,724 45,753 59,600 15,485 27,195 22,160 8,543
---------- ------- ------- ------- ----------- ------------ ----------- -------
LIABILITIES
Current maturities of notes payable 47,668
Accrued plan expenses 44
Notes payable 51,682
---------- ------- ------- ------- ----------- ------------ ----------- -------
TOTAL LIABILITIES 99,350 44 - - - - - -
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 382,588 $81,680 $45,753 $59,600 $ 15,485 $ 27,195 $ 22,160 $ 8,543
========== ======= ======= ======= =========== ============ =========== =======
See Notes to Financial Statements
Growth Inter-
and national
Income Growth
Fund Fund Total
--------- ------- --------
<S> <C> <C> <C>
ASSETS
INVESTMENTS, AT FAIR VALUE
Shares in registered
investment company $ 18,810 $12,966 $144,256
Common stock - RAL Stock 81,313
Preferred stock
Allocated 330,998
Unallocated 150,624
Notes receivable from participants 27,195
--------- ------- --------
TOTAL INVESTMENTS 18,810 12,966 734,386
INSURANCE COMPANY CONTRACTS 34,651
RECEIVABLES
Interest and dividends receivable 297
Due from Ralston Purina Company 4,840
--------- ------- --------
TOTAL RECEIVABLES - - 5,137
TOTAL ASSETS 18,810 12,966 774,174
--------- ------- --------
LIABILITIES
Current maturities of notes payable 47,668
Accrued plan expenses 44
Notes payable 51,682
--------- ------- --------
TOTAL LIABILITIES - - 99,394
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 18,810 $12,966 $674,780
========= ======= ========
See Notes to Financial Statements
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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, 1996
(DOLLARS IN THOUSANDS)
ESOP U.S.
Preferred RAL Equity Fixed Government Participant
Stock Stock Index Income Money Loan
Fund Fund Fund Fund Market Fund
----------- -------- ------- -------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income
Interest $ 60 $ 3,400 $ 686 $ 2,125
Dividends 22,436 $ 1,263 $ 967
Net appreciation (depreciation) in
fair value of investments 72,949 15,111 7,101 (144)
----------- -------- ------- -------- ----------- ------------
95,445 16,374 8,068 3,256 686 2,125
Contributions
Employer 19,994 243 225 320 400
Employee 19,960 2,451 3,323 3,454 1,935 84
----------- -------- ------- -------- ----------- ------------
39,954 2,694 3,548 3,774 2,335 84
TOTAL ADDITIONS 135,399 19,068 11,616 7,030 3,021 2,209
----------- -------- ------- -------- ----------- ------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid 18,872 5,660 2,635 4,933 1,478 1,533
ESOP interest expense 10,935
Administrative expenses 138 20 8 15 11
----------- -------- ------- -------- ----------- ------------
TOTAL DEDUCTIONS 29,945 5,680 2,643 4,948 1,489 1,533
----------- -------- ------- -------- ----------- ------------
Net Increase(Decrease) Prior to Interfund Transfers 105,454 13,388 8,973 2,082 1,532 676
Interfund Transfers (15,088) (764) 3,790 (915) 2,285 2,222
----------- -------- ------- -------- ----------- ------------
NET INCREASE (DECREASE) 90,366 12,624 12,763 1,167 3,817 2,898
Net Assets Available for Plan Benefits
Beginning of year 292,222 69,056 32,990 58,433 11,668 24,297
------- ------ ------ ----- ------ ------
End of year $ 382,588 $81,680 $45,753 $59,600 $ 15,485 $ 27,195
=========== ======== ======= ======== =========== ============
See Notes to Financial Statements
Growth Inter-
Aggressive and national
Balanced Growth Income Growth
Fund Fund Fund Fund Total
----------- ------- --------- ------- --------
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income
Interest $ 6,271
Dividends $ 1,695 $ 458 $ 1,281 $ 555 28,655
Net appreciation (depreciation) in
fair value of investments 1,137 376 1,816 879 99,225
----------- ------- --------- ------- --------
2,832 834 3,097 1,434 134,151
Contributions
Employer 480 113 267 133 22,175
Employee 2,764 1,133 2,039 1,266 38,409
----------- ------- --------- ------- --------
3,244 1,246 2,306 1,399 60,584
TOTAL ADDITIONS 6,076 2,080 5,403 2,833 194,735
----------- ------- --------- ------- --------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid 834 266 683 540 37,434
ESOP interest expense 10,935
Administrative expenses 6 2 4 3 207
----------- ------- --------- ------- --------
TOTAL DEDUCTIONS 840 268 687 543 48,576
----------- ------- --------- ------- --------
Net Increase(Decrease) Prior to Interfund Transfers 5,236 1,812 4,716 2,290 146,159
Interfund Transfers 1,325 1,254 3,530 2,361 -
----------- ------- --------- ------- --------
NET INCREASE (DECREASE) 6,561 3,066 8,246 4,651 146,159
Net Assets Available for Plan Benefits
Beginning of year 15,599 5,477 10,564 8,315 528,621
------ ----- ------ ----- -------
End of year $ 22,160 $ 8,543 $ 18,810 $12,966 $674,780
=========== ======= ========= ======= ========
See Notes to Financial Statements
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RALSTON PURINA COMPANY SAVINGS INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1995
(DOLLARS IN THOUSANDS)
ESOP U.S.
Preferred RAL Equity Fixed Government Participant Aggressive
Stock Stock Index Income Money Loan Balanced Growth
Fund Fund Fund Fund Market Fund Fund Fund
---------- ------- ------- ------- ----------- ------------ ----------- -------
<S> <C> <C> <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 $ 11,668 $ $ 15,599 $ 5,477
Common stock - RAL Stock 68,902
Preferred stock
Allocated 211,367
Unallocated 222,890
Notes receivable from participants $ 24,297
------- ------- ------- ------- ----------- ------------ ----------- -------
TOTAL INVESTMENTS 463,001 69,092 32,994 34,096 11,668 24,297 15,599 5,477
INSURANCE COMPANY CONTRACTS 18,580
RECEIVABLES
Interest and dividends receivable 21 192
Due from Ralston Purina Company 5,590
---- ------- ------- ------- ----------- ------------ ----------- -------
TOTAL RECEIVABLES 21 - - 5,782 - - - -
TOTAL ASSETS 463,022 69,092 32,994 58,458 11,668 24,297 15,599 5,477
---------- ------- ------- ------- ----------- ------------ ----------- -------
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 $ 11,668 $ 24,297 $ 15,599 $ 5,477
========== ======= ======= ======= =========== ============ =========== =======
See Notes to Financial Statements
Growth Inter-
and national
Income Growth
Fund Fund Total
--------- -------- --------
<S> <C> <C> <C>
ASSETS
INVESTMENTS, AT FAIR VALUE
Short-term investments $ 27,442
Shares in registered
investment company $ 10,564 8,315 120,205
Common stock - RAL Stock 68,902
Preferred stock
Allocated 211,367
Unallocated 222,890
Notes receivable from participants 24,297
--------- -------- --------
TOTAL INVESTMENTS 10,564 8,315 675,103
INSURANCE COMPANY CONTRACTS 18,580
RECEIVABLES
Interest and dividends receivable 213
Due from Ralston Purina Company 5,590
--------- -------- --------
TOTAL RECEIVABLES - - 5,803
TOTAL ASSETS 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 $ 10,564 $ 8,315 $528,621
========= ======== ========
See Notes to Financial Statements
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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
domestic employees of the Company and its designated subsidiaries.
Participants may contribute to the Plan upon enrollment, however, one year of
credited service is 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 - Participants may make basic contributions of 2% to 12% of
their compensation, in 1% increments, on a pre-tax basis, subject to certain
limits imposed by the Internal Revenue Service (IRS). 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 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 $207,000 and $214,000 for the years ended December 31, 1996
and 1995, 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.
<PAGE>
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:
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 for the
investment contracts, except the Executive Life Contract which is discussed in
Note 6, was 6.0% and 6.8% for the years ended December 31, 1996 and 1995,
respectively. The crediting rate for these contracts was 6.5% and 6.8% at
December 31, 1996 and 1995, respectively.
BENEFIT PAYMENTS - Benefits are recorded when paid.
USE OF ESTIMATES - The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities, and revenues and expenses during the reporting
period. Actual results could differ from those estimates.
NOTE 3 - EMPLOYEE STOCK OWNERSHIP PLAN 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 converted shares of its Preferred Stock to meet ongoing share
redemption requirements of the ESOP and 2,866,307 shares of Preferred Stock,
of the 4,600,000 authorized, remain issued and outstanding as of December 31,
1996.
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
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 the dividends are not
applied to loan payments, the dividends are paid directly, in cash, to the
individual participants.
NOTE 4 - CONTINENTAL BAKING COMPANY (CBC) 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.
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.
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
- --------------------------------------------------------------
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 $12.9 million, or 92.4% of the $14
million claim for the two GIC's. The Company will protect the Fixed Income
Fund from the Executive Life GIC losses. 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, 1996, $12.0 million has been received from
Aurora against this claim and the Company has contributed $.3 million to the
Fixed Income Fund.
As of December 31, 1996 and 1995, the Executive Life GIC's represent
approximately $.9 and $.4 million of the total $34.7 and $18.6 million of
insurance company contracts within the Fixed Income Fund. The $.9 million
balance does not include the Trust's interest receivable from the Company of
$3.8 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, 1996 was 6.5%.
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.
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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/UNIT DATA)
December 31, 1996
-----------------
Number of Fair
Description of Investment Shares/Units Cost Value
------------------------- ------------ ---- ---------
<C> <S> <C> <C> <C> <C> <C> <C>
** Boatmen's Trust Company Employee Benefits Short-Term Fund - -
Centerland Short-Term Investment Fund - -
-------
Total Short-Term Investments
** Vanguard Money Market Reserve Fund - Prime Portfolio - -
** Vanguard Short-Term Corporate Bond Fund 1,299,443 12,891 12,994
** Vanguard Index Trust - 500 Portfolio 661,556 31,466 45,753 *
** Vanguard Money Market Reserve Fund - Federal Portfolio 15,484,569 15,485 15,485
** Vanguard Wellington Fund 847,414 19,313 22,160
** Vanguard Explorer Fund 158,711 7,907 8,543
** Vanguard Windsor II Fund 789,354 15,993 18,810
** Vanguard International Growth Portfolio 787,748 11,369 12,966
** Vanguard Investment Contract Trust Fund 7,544,613 7,545 7,545
-------- -----------
Total Investment in Shares in Registered Investment Company 121,969 144,256
** Ralston Purina Company Common Stock 1,108,180 50,730 81,313 *
-------- -----------
Total Investment in Common Stock 50,730 81,313
** Ralston Purina Co. Series A ESOP Convertible Preferred Stock 2,866,307 317,672 481,622 *
American Inter Life Insurance Contract Separate Account 2,124 2,124
Hartford Insurance Contract Separate Account 6,235 6,235
Metropolitan Insurance Contract Separate Account 2,573 2,573
New York Life Insurance Contract Separate Account 3,913 3,913
Peoples Security Life Insurance Contract Separate Account 3,916 3,916 -
Union Bank Switzerland Insurance Contract Separate Account 7,348 7,348 -
West Landesbank Insurance Contract Separate Account 7,629 7,629 -
Principal Insurance Contract Separate Account - -
Provident Insurance Contract Separate Account - -
Executive Life Insurance Contract Separate Account 913 913
-------- -----------
Total Insurance Company Contracts 34,651 34,651
Notes Receivable from Participants (7% to 9.75% interest) 27,195 27,195
-------- -----------
$552,217 $ 769,037
======== ===========
* Investment represents 5% or more of the Plan's net assets.
** Investment represents allowable transaction with a party-in-interest.
December 31, 1995
-----------------
Number of Fair
Description of Investment Shares/Units Cost Value
------------------------- ------------ ---- ---------
<S> <C> <C> <C> <C>
Boatmen's Trust Company Employee Benefits Short-Term Fund 27,364,296 $27,364 $ 27,364 *
Centerland Short-Term Investment Fund 78,353 78 78
-----------
Total Short-Term Investments 27,442 27,442
Vanguard Money Market Reserve Fund - Prime Portfolio 17,498,030 17,498 17,498
Vanguard Short-Term Corporate Bond Fund 1,122,867 11,562 11,566
Vanguard Index Trust - 500 Portfolio 572,738 24,332 32,990 *
Vanguard Money Market Reserve Fund - Federal Portfolio 11,668,212 11,668 11,668
Vanguard Wellington Fund 638,515 13,422 15,599
Vanguard Explorer Fund 109,650 5,127 5,477
Vanguard Windsor II Fund 511,304 9,241 10,564
Vanguard International Growth Portfolio 553,617 7,393 8,315
Vanguard Investment Contract Trust Fund 6,528,149 6,528 6,528
-------- --------
Total Investment in Shares in Registered Investment Company 106,771 120,205
Ralston Purina Company Common Stock 1,104,636 45,897 68,902 *
-------- --------
Total Investment in Common Stock 45,897 68,902
Ralston Purina Co. Series A ESOP Convertible Preferred Stock 3,040,189 336,944 434,257 *
American Inter Life Insurance Contract Separate Account 4,224 4,224
Hartford Insurance Contract Separate Account 5,808 5,808
Metropolitan Insurance Contract Separate Account 2,413 2,413
New York Life Insurance Contract Separate Account 988 988
Peoples Security Life Insurance Contract Separate Account - -
Union Bank Switzerland Insurance Contract Separate Account - -
West Landesbank Insurance Contract Separate Account - -
Principal Insurance Contract Separate Account 995 995
Provident Insurance Contract Separate Account 3724 3724
Executive Life Insurance Contract Separate Account 428 428
Total Insurance Company Contracts 18,580 18,580
Notes Receivable from Participants (7% to 9.75% interest) 24,297 24,297
-------- --------
$559,931 $693,683
======== ========
* Investment represents 5% or more of the Plan's net assets.
** Investment represents allowable transaction with a party-in-interest.
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ATTACHMENT II
RALSTON PURINA COMPANY SAVINGS INVESTMENT PLAN
NET CHANGE IN FAIR VALUE OF INVESTMENTS
FOR THE YEAR ENDED DECEMBER 31, 1996
($000's)
<S> <C>
Investment in Shares in Registered Investment Company $11,164
Investment in Common Stock 15,111
Investment in Preferred Stock 72,950
-------
Net Change in Fair Value $99,225
=======
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REPORT OF INDEPENDENT ACCOUNTANTS
May 23, 1997
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, 1996 and 1995, and the changes in
net assets available for plan benefits for the year ended December 31, 1996,
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 benefits 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 LLP
------------------------------
PRICE WATERHOUSE LLP
800 Market Street
St. Louis, Missouri
63101
<PAGE>
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 30, 1997
i:\sec\11k\069711k.doc
EXHIBIT INDEX
Exhibits
- --------
23 Consent of Independent Accountants
(provided electronically)
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by referenc 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 23, 1997
appearing on page 12 of the Ralston Purina Company Savings Investment Plan's
Annual Report on Form 11-K for the year ended December 31, 1996.
PRICE WATERHOUSE
St. Louis, Missouri
June 27, 1997
