UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
RALSTON PURINA COMPANY
(Name of Issuer)
Ralston Purina Company Common Stock ("RAL Stock")
and $1.00 par Series A ESOP Convertible Preferred Stock
("ESOP Stock") convertible into 2.29 shares of RAL Stock.
ESOP Stock is not stock of the type described in
Section 13(d)(i) of the Securities Exchange Act of 1934.
(Title of Class of Securities)
751 277 302 (RAL Stock)
(CUSIP Number)
Check the following box if a fee is being paid with this statement: \ \. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Ralston Purina Employee Benefit Asset Investment Committee ("EBAIC").
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
Not applicable.
3. SEC USE ONLY:
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
The EBAIC is an unincorporated committee consisting of employees of the
Issuer with fiduciary responsibility for the management and control of
investments of the Issuer's Savings Investment Plan (the "Plan"), a 401K Plan
with an ESOP feature. The individuals comprising the EBAIC also serve, in a
separate and independent capacity, as trustees of the Ralston Purina Retirement
Plan Trust (the "Trust"), a qualified defined benefit plan which hold shares of
RAL Stock as plan assets. The S.E.C. has advised that, because of the identity
of membership of the EBAIC and the trustees of the Trust, shares of RAL Stock
held in the Trust should be aggregated with other shares reported as
beneficially owned by the EBAIC.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER:
1,731,005 shares of RAL Stock held in the Trust.
6. SHARED VOTING POWER: 0
7. SOLE DISPOSITIVE POWER:
The members of the EBAIC, in their capacity as trustees of the Trust, have
authority to dispose of the 1,731,005 shares of RAL Stock held in the Trust,
subject to their fiduciary responsibilities.
8. SHARED DISPOSITIVE POWER:
1,113,342 shares of RAL Stock allocated to participant accounts under the
Plan and 2,866,304 allocated and unallocated shares of ESOP Stock. The EBAIC
has authority to delete the RAL Stock Fund and the ESOP Preferred Stock Fund as
investment funds of the Plan and to direct the Trustee of the Ralston Purina
Savings Investment Trust to convert ESOP Stock into shares of RAL Stock.
Dividends with respect to shares of RAL Stock and ESOP Stock allocated to
participant accounts are paid into such accounts or, in the case of ESOP Stock,
may be paid directly to participants. Dividends with respect to unallocated
shares of ESOP Stock are, by the terms of the Plan, paid into the Ralston Purina
Savings Investment Trust (the "SIP Trust") and used to pay principal and
interest on notes issued by the Trust. By the terms of the Plan, the shares of
stock allocated to participant accounts may only be distributed to participants
upon retirement or other termination of employment or, in certain limited
circumstances, hardship withdrawals. Shares of ESOP Stock may only be held by
the Trustee of the SIP Trust and so must be converted into shares of RAL Stock
prior to such distribution to participants. Participants have a limited right
of diversification with respect to accounts in the RAL Stock Fund (but not the
ESOP Preferred Stock Fund) but upon any participant election to transfer
accounts from the RAL Stock Fund, shares of RAL Stock may be sold and the
proceeds thereof transferred to other investment funds of the Plan. Unallocated
shares of ESOP Stock are subject to a security interest securing the notes
issued by the SIP Trust and upon payments on such notes, shares of such stock
are released from such security interest and allocated to participant accounts.
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,844,347 shares of RAL Stock and 2,866,304 shares of ESOP Stock
convertible into 6,563,836 shares of RAL Stock. Reporting Person disclaims
beneficial ownership of all such shares pursuant to Rule 13d-4.
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
Not applicable.
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
8.3% of outstanding RAL Stock and RAL Stock convertible from ESOP Stock (in
the aggregate).
12. TYPE OF REPORTING PERSON:
EP
SCHEDULE 13G
Item 1.
(a) Name of Issuer: Ralston Purina Company
(b) Address of Issuer's Principal Executive Offices: Checkerboard Square, St.
Louis, MO 63164
Item 2.
(a) Name of Person Filing: EBAIC
(b) Address of Principal Business Office or, if none, Residence:
Checkerboard Square, St. Louis, MO 63164
(c) Citizenship: See responses to Item 4 on Cover Sheets
(d) Title of Class of Securities:
RAL Stock and ESOP Stock convertible into RAL Stock.
(e) CUSIP Number: 751 277 302 (RAL Stock).
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) Broker or Dealer registered under Section 15 of the Act: No
(b) Bank as defined in section 3(a)(6) of the Act: No
(c) Insurance Company as defined in section 3(a)(19) of the Act: No
(d) Investment Company registered under section 8 of the Investment Company
Act: No.
(e) Investment Adviser registered under section 203 of the Investment Advisers
Act of 1940: No
(f) Employee Benefit Plan, Pension Fund which is subject to the provisions of
the Employee Retirement Income Security Act of 1974 or Endowment Fund;
see Section 240. 13d-1(b)(1)(ii)(F): Yes
(g) Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G)
(Note: See Item 7): No
(h) Group, in accordance with Section 240. 13d-1(b)(l)(ii)(H): No
Item 4. Ownership
If the percent of the class owned, as of December 31 of the year covered by
the statement, or as of the last day of any month described in Rule 13d-1(b)(2),
if applicable, exceeds five percent, provide the following information as of
that date and identify those shares which there is a right to acquire.
(a) Amount Beneficially Owned: See Response to Item 9 on Cover Sheet
(b) Percent of Class: See Response to Item 11 on Cover Sheet
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: See response to Item
5 on Cover Sheet.
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
See response to Item 7 on Cover Sheet
(iv) shared power to dispose or to direct the disposition of:
See response to Item 8 on Cover Sheet
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following: Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company
If a parent holding company has filed this schedule, pursuant to Rule 13d-
1(b)(ii)(G), so indicate under item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary.
Not applicable.
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate under Item 3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member
of the group.
Not applicable.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
Not applicable.
Item 10. Certification
The following certification shall be included if the statement is filed
pursuant to Rule 13d-1(b):
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 12, 1997
Signature:
C. S. Sommer
Ralston Purina Employee Benefit
Asset Investment Committee
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