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: August 22, 1997
RALSTON PURINA COMPANY
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(Exact name of Registrant as specified in its charter)
MISSOURI 1-4582 No. 43-0470580
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
CHECKERBOARD SQUARE, ST. LOUIS, MISSOURI 63164
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(Address of Principal Executive Offices (Zip Code)
(314) 982-1000
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(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events
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On August 22, 1997, the Registrant issued the following press release:
St. Louis, Missouri, August 22, 1997 Ralston Purina Company today announced it
has signed a letter of intent to sell its Protein Technologies International
subsidiary and related affiliates (PTI) to DuPont for DuPont common stock
worth $1.5 billion, less certain liabilities. The tax-free transaction is
expected to be completed during the fall of this year, and is subject to a
definitive acquisition agreement, negotiation of a shareholder agreement with
respect to shares of DuPont common stock received by Ralston, approval by the
Boards of Directors of Ralston and DuPont, and various regulatory clearances.
Jay W. Brown, Chief Executive Officer of Protein Technologies International,
said, "DuPont is a proven world-class leader of technology-oriented
businesses. Their pharmaceutical and biotechnology capabilities will allow us
to realize fully the vast potential of our existing businesses and the
emerging health benefits of our soy protein products."
Brown added: "This is a win-win transaction for everyone involved. PTI will
continue to operate as an independent subsidiary and will retain its corporate
identity. In addition, our existing management team, employees and corporate
headquarters will remain in St. Louis."
Ralston Chairman and Chief Executive Officer William P. Stiritz said the sale
will benefit Ralston shareholders while enabling Ralston to continue to
sharpen its focus on its two major businesses - Purina Pet Products and
Eveready Battery Company.
"Protein Technologies International is a classic example of shareholder value
creation," Stiritz said. "This is a business that didn't even exist 35 years
ago, a business that started as a special project and has delivered high
growth and excellent returns to Ralston Purina shareholders. The fact that
today PTI is worth a considerable sum to one of the premier chemistry-based
companies in the world underscores our enthusiasm about this transaction, and
PTI's future."
Protein Technologies International, with annual sales of approximately $450
million, is the world's leading producer and marketer of high-quality dietary
isolated soy protein and fiber food ingredients. PTI has approximately 1,200
employees, including 300 in St. Louis. DuPont, with headquarters in
Wilmington, Delaware, is a global chemical, energy and life sciences company
with approximately 97,000 employees and annual sales of $43.8 billion.
Protein Technologies International operates six manufacturing facilities and
more than half of its sales are generated outside the United States. It is
best known for its SUPRO brand isolated soy proteins, with key applications in
infant formulas, dietary foods and processed meat, poultry and seafood
products. Additional key products for food and beverage products include
SUPRO Plus brand isolated soy proteins, FIBRIM brand and Solka Floc fibers
with applications in medical/nutritional beverages, baked goods, reduced
calorie breads and cheese. Its Pro-Cote brand polymer products are sold to
industrial paperboard and coated paper customers worldwide.
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: \s\James R. Elsesser
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James R. Elsesser
Vice President and
Chief Financial Officer
Dated: August 22, 1997
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